Greenbacker Renewable Energy Company LLC

05/13/2026 | Press release | Distributed by Public on 05/13/2026 13:37

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with Greenbacker Renewable Energy Company LLC's Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Quarterly Report. The use of "we", "us", "our" and the "Company" refer, collectively to the Greenbacker Renewable Energy Company LLC and its subsidiaries, unless otherwise expressly stated or context otherwise requires. This report does not constitute an offer of any of the Company's managed funds described herein.
Organizational Overview
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 ("IM") company that acquires, constructs and operates renewable energy and energy efficiency projects, as well as finances the construction and/or operation of these and other sustainable development projects and businesses and provides through Greenbacker Capital Management LLC ("GCM") investment management services to funds within the sustainable infrastructure and renewable energy industry. As of March 31, 2026, the Company's fleet comprised 220 renewable energy projects with an aggregate power production capacity of approximately 2.7 gigawatts ("GW"), which includes operating capacity of approximately 1.3 GW and pre-operational capacity of approximately 1.4 GW. As of March 31, 2026, GCM serves as the registered investment adviser of four funds in the sustainable and renewable energy industry.
The Company conducts substantially all its operations through its wholly owned subsidiary, Greenbacker Renewable Energy Corporation ("GREC"). The Company operates as a fully integrated and internally managed company after acquiring GCM and several other related entities in May 2022, which are now wholly owned subsidiaries of GREC. The Company's fiscal year-end is December 31.
The Company suspended the SRP on September 23, 2023, except with respect to repurchase requests made in connection with the death, qualifying disability, or determination of incompetence of a shareholder. The Company offered the SRP pursuant to which quarterly share repurchases were conducted to allow shareholders to sell shares back to the Company. The Company also suspended the payment of shareholder distributions effective following the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company suspended the DRP which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares.
For an organizational structure chart depicting a simplified version of our structure, see Part I - Item 1 - Business - Organizational Overview in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC.
Business Overview
The Company's business objective is to generate attractive risk-adjusted returns for its shareholders, by actively acquiring and financing the construction and/or operation of income-generating renewable energy, energy efficiency and sustainable development projects, primarily within North America, as well as by providing investment management services as an active third-party investment manager to funds within the sustainable infrastructure and renewable energy industry where the Company expects to receive investment management and incentive fees.
The Company currently categorizes its business in 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 - 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.
For a detailed description of our IPP and IM segments, see Part I, Item 1 - Business - Business Overview in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.
Seasonality
Certain types of renewable power generation exhibit seasonal behavior. For example, wind power generation is generally stronger in winter than in summer as wind speed tends to be higher when the weather is colder. In contrast, solar power generation is typically stronger in the summer than in the winter. This is primarily due to the brighter sunshine, longer days and shorter nights of the summer months, which generally result in the highest power output of the year for solar power. Because these seasonal variations are relatively predictable for these types of assets, we factor in the effects of seasonality when analyzing a potential acquisition in these target assets. Therefore, the impact that seasonality has on our business, including the income from our renewable energy projects, depends on the diversity of our acquisitions in renewable energy, energy efficiency and other sustainability-related projects as well as the mix of renewable power generation technology in our overall portfolio.
Presentation of Key Factors Impacting Our Operating Results and Financial Condition
The results of our operations are affected by a number of factors and will primarily depend on, among other things: the supply of renewable energy assets in the marketplace; the revenues we receive from renewable energy, energy efficiency projects and businesses; the market price of electricity; the availability of government incentives; local, regional and national economies; general market conditions; and the amount of our assets that are operating versus those that are pre-operating because they are currently under construction and the cost to construct such assets. Additionally, our operations are impacted by interest rates, the cost of financing provided by other financial market participants and the ability to raise capital through its managed funds. Many of the factors that affect our operating results are beyond our control. The results of our operations are further affected by the growth of GCM's investment management platform and the related generation of management fees and incentive fees revenue.
Overview
General Market Risks
The Company's business and the success of its strategies are generally affected by global and domestic economic, political and market conditions, including the local economic conditions of where its assets are located. Certain external events such as public health crises, natural disasters and geopolitical events may lead to increased financial and credit market volatility and disruptions, including inflationary pressures, changes in interest rates, supply chain issues, tariffs, labor shortages and recessionary concerns. While inflation rates moderated in 2025, we have been impacted by heightened inflationary pressures, Central banks in various countries may raise interest rates in response to concerns about inflation, which, coupled with reduced government spending, increased tariffs and volatility in financial markets, may have the effect of further increasing economic uncertainty and heightening these risks. The full impact of such external events on the financial and credit markets and consequently on the Company's future financial conditions and results of operations is uncertain and cannot be fully predicted. The Company continues to monitor these events and will adjust its operations as necessary.
Regulatory Changes
The Company's strategy depends in part on government policies that support renewable power generation and energy storage and enhance the economic viability of owning renewable power generation assets. Renewable power and sustainable solutions assets and businesses and the overall growth of the industries in which we operate have historically benefited from the support of state or provincial, national, supranational and international policies and incentives that promote and support investment, such as ITCs, PTCs, RPS programs and accelerated depreciation for tax purposes. However, recent legislative and regulatory developments, including the enactment of the OBBBA and related executive actions in July 2025, have introduced new limitations and uncertainties regarding the availability and structure of certain clean energy tax credits.
In July 2025, the OBBBA was signed into law, which modified several pre-existing provisions of the Inflation Reduction Act of 2022 ("IRA") and other laws, including the phase-out of certain clean energy tax credits. In order to be eligible for ITCs, solar facilities must be placed in service by December 31, 2027, unless construction begins before July 4, 2026, and must satisfy the prohibited foreign entity material assistance requirements, unless construction began before December 31, 2025. Regulatory developments in 2025 also affected the criteria for establishing the beginning of construction. Executive Order 14315 directed the Secretary of the Treasury to revise the applicable framework, and the IRS subsequently issued Notice 2025-42, which eliminated the 5% safe harbor for solar projects larger than 1.5 MW and for all wind projects beginning construction on or after September 2, 2025. This change has required the Company to adjust its development and contracting practices to ensure that qualifying physical work is initiated in a timely manner. The four-year continuity safe harbor remains available, subject to exceptions for excusable delays, and continues to influence the Company's construction sequencing and risk management practices.
Collectively, these legislative and regulatory changes have introduced additional complexity into our project development and financing activities. We are continuing to evaluate their impact on our expected tax credit monetization, project-level economics, and overall capital deployment strategy. Any inability to satisfy domestic content, FEOC, or beginning-of-construction requirements could reduce or eliminate the availability of federal tax credits for certain projects, which could adversely affect our financial condition, results of operations, and long-term growth prospects.
The Company continues to assess the impacts of OBBBA, the above mentioned executive order and revised IRS guidance on the determination of the beginning of construction. While there have been no material impacts to the Company's financial position or results of operations as of March 31, 2026, resulting from the change in law and revised IRS guidance, these changes may impact our ability to identify, develop, and source materials to construct future projects in a way that meets the new requirements established for the ITC framework.
U.S. Federal Incentives
Under the Corporate Depreciation: Modified Accelerated Cost Recovery System ("MACRS"), certain renewable energy and energy efficiency projects are eligible to recover capital investments through accelerated depreciation. Bonus depreciation under Section 168(k) of the Internal Revenue Code was subject to a phase-down under prior law, with percentages scheduled to decline for property placed in service in successive years. However, the OBBBA restored 100% bonus depreciation and made it permanent for most qualifying property acquired and placed in service on or after January 20, 2025, allowing immediate expensing of the full cost of such property in the year it is placed in service. Property acquired (or under a binding contract) before January 20, 2025 generally remains subject to the earlier phase-down schedule. Certain renewable energy assets and energy storage technologies may also qualify as five-year property under MACRS for cost-recovery purposes. These accelerated cost recovery provisions affect the timing of tax deductions for capital investments, enhancing cash flow and the economics of qualifying projects. Projects placed in service after this date may benefit from immediate expensing of capital costs, which could improve near-term cash flows and reduce taxable income. The Company is still evaluating the impact of this provision on its financial position and future project economics.
Size of Fleet
The size of our fleet of operating renewable energy projects is one of the key revenue drivers. Generally, as the size of our operating fleet grows, the amount of revenue we receive will increase. In addition, our fleet of renewable energy projects may grow at an uneven pace as opportunities to make investments in our target assets may be irregularly timed, and the timing and extent of our success in acquiring such assets cannot be predicted.
Credit Risk
We expect to encounter credit risk relating to: (1) counterparties to the electricity sales agreements (including PPAs) for our projects, (2) counterparties responsible for project construction and equipment supply, (3) companies in which we may invest, and (4) any potential debt financing we or our projects may obtain. When we are able to do so, we seek to mitigate credit risk by entering into contracts with high-quality counterparties. However, it is still possible that these counterparties may be unable to fulfill their contractual obligations to us.
If counterparties to the electricity sales agreements for our projects or the companies in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely affected. While we seek to mitigate construction related credit risk by entering into contracts with high-quality EPC companies with appropriate bonding and insurance capacity, if EPC companies to the construction agreements for our projects are unable to fulfill their contractual obligations to us, our financial condition and results of operation could be materially adversely affected.
Pre-Operational Assets
We must complete construction and reach commercial operations before revenue can be generated for the pre-operational renewable energy projects in our IPP business that the Company has previously acquired. We believe these assets, once operational, will generate significant operating revenues for our business.
Electricity Prices
Investments in renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. We generally seek projects that have long-term contracts, ranging from 10 to 25 years, which mitigate the effects of volatility in energy prices on our business. To the extent that we have projects that have shorter term contracts with the potential of producing higher risk-adjusted returns, this may subject us to risk should energy prices change. Generally, our projects benefit from take-or-pay agreements with terms structured to take 100% of the power output. We believe the take-or-pay nature of our contracts is a significant factor in managing our exposure to the daily volatility of the electricity market prices. On average, the contracts in our existing operating portfolio have an approximate remaining life of 17 years.
Changes in Market Interest Rates
We use debt financing with both hedged and unhedged floating interest rates, or in the case of any refinancing, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase and the value of our debt investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease and the value of our debt investments to increase.
Key Components of Our Results of Operations
Revenue
Energy revenue
Energy revenue within the IPP segment primarily represents revenues associated with the sale of electricity under our long-term PPAs as well as from REC sales. The Company also generates energy revenue from capacity markets, whereby revenue is generated for our ability to meet peak demand if and when needed. The Company also generates revenues through performing energy optimization services for customers, which includes providing a battery storage system and services.
Investment Management revenue
The IM segment and the related revenue are driven by GCM's investment management platform. These include management fees and incentives, performance-based fee revenue from current and future third-party funds managed by GCM as well as administrative revenue from certain of its managed funds through services performed by Greenbacker Administration.
The primary sources of IM revenues are management fees and performance participation fees earned. Management fee revenue earned by our IM business is generally based upon the underlying net asset value, cost of investments or committed capital of the managed funds for which GCM provides investment management services, primarily relating to capital raise and deployment as well as other investor relation functions for third-party funds.
The additional revenue source for the IM segment includes, for certain managed funds, administrative services performed by Greenbacker Administration. These services include technical asset management, finance and accounting, legal and other costs incurred by the Company in performing its administrative services.
Contract amortization, net
Contract amortization, net within the IPP segment represents amortization of intangible assets and out-of-market contracts recognized from PPA and REC contracts assumed through acquisitions related to the sale of energy in future periods for which the fair value has been determined to be less or more than market. The intangible assets and out-of-market contracts are amortized to revenue over the term of each underlying contract on a straight-line basis.
Operating Expenses
Direct operating costs
Direct operating costs within the IPP segment represent the costs to operate our fleet of renewable energy projects, including operations and maintenance, site lease expense, project-level insurance, property taxes and other costs incurred at the project level. Additionally, the Company employs a dedicated team of technical asset managers to monitor the operational performance of the projects within IPP The salaries, benefits and professional service costs directly related to the operations of IPP are included within Direct operating costs on the Consolidated Statements of Operations. Direct operating costs exclude any depreciation, amortization and accretion expense.
Direct operating costs within the IM segment represent the costs for the investment management services for the managed funds. This includes the costs to raise and deploy capital for such funds.
General and administrative
IPP and IM
General and administrative costs for the IPP and IM segments primarily consist of salaries and other compensation, professional services and consulting fees, occupancy costs and hardware and software costs.
Corporate
General and administrative costs also include the unallocated corporate expenses that represent the portion of expenses relating to general corporate functions, including certain finance, legal, information technology, human resources, administrative and executive expenses, and other expenses not directly attributable to a reportable segment. Unallocated corporate expenses include non-recurring professional services and legal fees.
Depreciation, amortization and accretion
Depreciation, amortization and accretion reflects the recognition of the cost of our investments in various assets over their useful lives as well as the accretion of our asset retirement obligations over time. Depreciation expense primarily relates to plant and equipment costs for our various renewable energy projects. Amortization primarily relates to our favorable PPA and REC contracts.
Results of Operations
Three months ended March 31, 2026 and 2025
The following table presents the Company's consolidated results of operations for the three months ended March 31, 2026 and 2025:
For the three months ended March 31,
(dollars in thousands)
2026 2025 $ Change % Change
Revenue
Energy revenue $ 34,305 $ 43,980 $ (9,675) (22.0) %
Investment Management revenue 2,518 3,260 (742) (22.8) %
Other revenue 447 301 146 48.5 %
Contract amortization, net (2,459) 2,921 (5,380) (184.2) %
Total net revenue $ 34,811 $ 50,462 $ (15,651) (31.0) %
Operating expenses
Direct operating costs 19,320 23,911 (4,591) (19.2) %
General and administrative 12,062 17,046 (4,984) (29.2) %
Depreciation, amortization and accretion 16,831 21,628 (4,797) (22.2) %
Impairment of long-lived assets, net and termination costs 463 13,665 (13,202) (96.6) %
Total operating expenses 48,676 76,250 (27,574) (36.2) %
Operating loss (13,865) (25,788) 11,923 46.2 %
Interest expense, net (12,072) (36,566) 24,494 67.0 %
Change in fair value of investments, net (5,745) 990 (6,735) 680.3 %
Income from sale-leaseback transfer of tax benefits 10,188 10,188 - - %
Other income, net 153 148 5 NM
Loss before income taxes (21,341) (51,028) 29,687 58.2 %
Income tax (expense) benefit (6,173) 10,374 (16,547) 159.5 %
Net loss $ (27,514) $ (40,654) $ 13,140 32.3 %
Less: Net loss attributable to noncontrolling interests (188) (25,068) 24,880 99.3 %
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (27,326) $ (15,586) $ (11,740) (75.3) %
The following table presents a discussion of the Company's results of operations for each segment for the three months ended March 31, 2026 and 2025:
Three months ended March 31,
(dollars in thousands)
2026 2025
Independent Power Producer Investment Management Corporate Total Independent Power Producer Investment Management Corporate Total
Revenue
Energy revenue $ 34,305 $ - $ - $ 34,305 $ 43,980 $ - $ - $ 43,980
Investment Management revenue - 2,518 - 2,518 - 3,260 - 3,260
Other revenue 447 - - 447 301 - - 301
Operating revenue $ 34,752 $ 2,518 $ - $ 37,270 $ 44,281 $ 3,260 $ - $ 47,541
Contract amortization, net (2,459) - - (2,459) 2,921 - - 2,921
Total net revenue $ 32,293 $ 2,518 $ - $ 34,811 $ 47,202 $ 3,260 $ - $ 50,462
Operating expenses
Direct operating costs $ 17,334 $ 1,986 $ - $ 19,320 $ 18,647 $ 5,264 $ - $ 23,911
General and administrative 2,831 1,153 8,078 12,062 3,283 1,302 12,461 17,046
Depreciation, amortization and accretion 15,656 1,175 - 16,831 19,217 2,411 - 21,628
Impairment of long-lived assets, net and termination costs 463 - - 463 13,665 - - 13,665
Total operating expenses $ 36,284 $ 4,314 $ 8,078 $ 48,676 $ 54,812 $ 8,977 $ 12,461 $ 76,250
​
Operating income (loss) $ (3,991) $ (1,796) $ (8,078) $ (13,865) $ (7,610) $ (5,717) $ (12,461) $ (25,788)
Operating income (loss) margin(1)
(12)% (71)% N/A (40)% (16)% (175)% N/A (51)%
Segment adjusted EBITDA(2)
$ 15,289 $ (1,050) $ (3,594) $ 10,645 $ 22,515 $ (689) $ (7,378) $ 14,448
Segment adjusted EBITDA margin(3)
44% (42)% N/A 29% 51% (21)% N/A 30%
(1)Operating income (loss) margin is calculated by dividing Operating income (loss) by Total net revenue.
(2)See below for a reconciliation of total Segment Adjusted EBITDA to Net loss. See also Part I - Item 1 - Note 17. Segment Reporting in the Notes to the Consolidated Financial Statements (unaudited) for more information regarding our segment determination.
(3)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Operating revenue.
Reconciliation of Segment Adjusted EBITDA
The following table reconciles total Segment Adjusted EBITDA to Net loss attributable to Greenbacker Renewable Energy Company LLC:
For the three months ended March 31,
(in thousands)
2026 2025
Segment Adjusted EBITDA:
IPP Adjusted EBITDA $ 15,289 $ 22,515
IM Adjusted EBITDA (1,050) (689)
Total Segment Adjusted EBITDA $ 14,239 $ 21,826
Reconciliation:
Total Segment Adjusted EBITDA $ 14,239 $ 21,826
Unallocated corporate expenses (3,594) (7,378)
Total Adjusted EBITDA $ 10,645 $ 14,448
Add (less):
Share-based compensation expense 1,233 3,469
(Gain) loss on asset disposition 205 13
Impairment of long-lived assets, net and termination costs 463 13,665
Depreciation, amortization and accretion(1)
19,470 18,804
Non-recurring professional services and legal fees 2,045 1,689
Non-recurring salaries and personnel related expenses(2)
1,094 2,596
Operating loss $ (13,865) $ (25,788)
Interest expense, net (12,072) (36,566)
Change in fair value of investments, net (5,745) 990
Income from sale-leaseback transfer of tax benefits 10,188 10,188
Other income (expense), net
153 148
Loss before income taxes $ (21,341) $ (51,028)
(Provision for) benefit from income taxes (6,173) 10,374
Net loss $ (27,514) $ (40,654)
Less: Net loss attributable to noncontrolling interests (188) (25,068)
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (27,326) $ (15,586)
1.Includes contract amortization, net in the amount of $2.5 million and $2.9 million for the three months ended March 31, 2026 and 2025, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations; also includes certain other amortization costs included in Direct operating costs and General and administrative on the Consolidated Statements of Operations.
2.Non-recurring salaries and personnel related expenses include costs which primarily include salaries and personnel related expenses of incremental employees hired in advance to launch new investment strategy initiatives. Given the nature and scale of the related costs and activities, management does not view these as normal, recurring operating expenses, but rather as non-recurring investments to initially develop our new funds. Therefore, we believe it is useful and necessary for investors to understand our core operating performance in current and future periods by excluding the impact of these costs as incurred.
Refer to Part I - Item 1 - Note 17. Segment Reporting in the Notes to the Consolidated Financial Statements (unaudited) for further discussion on how the Company's CODM evaluates the financial performance of each segment and above for a discussion and analysis of the Company's results of operations for each segment.
Independent Power Producer
Energy revenue
Energy revenue generated from the IPP segment was $34.3 million for the three months ended March 31, 2026, a decrease of $9.7 million, or 22.0%, compared to the same period in 2025. The decrease was driven by decreases in PPA and REC revenue generated by the Company's operating renewable energy projects primarily due to the divestiture of certain projects. PPA revenue is also impacted by the underlying availability of the natural resource (i.e., solar or wind) and the underlying mix of operating assets by technology type. The Company's operating solar fleet generated $11.0 million of Energy revenue from PPAs, a decrease of $6.2 million, or 36.1%, and the Company's operating wind fleet generated $19.2 million of Energy revenue from PPAs, an increase of $0.2 million, or 1.3%, for the three months ended March 31, 2026 compared to the same period in 2025. The overall decrease of $6.0 million in combined solar and wind PPA revenue was primarily driven by the sale of Celadon Manager LLC, Dogwood Manager LLC, and the assets of GREC Entity Holdco as well as decreased production at certain solar sites that experienced fires during 2025 and have not yet returned to full operations as of March 31, 2026. The overall decrease in REC and other incentive revenue of $1.4 million for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to the sale of Celadon Manager LLC, Dogwood Manager LLC, and the assets of GREC Entity Holdco.
The Company's operating solar fleet includes 166 operating assets comprising 950 MW of capacity as of March 31, 2026, a decrease of 174 operating assets and 263 MW of capacity compared to March 31, 2025. Total production was 0.1 million MWh for the three months ended March 31, 2026, a decrease of 0.2 million MWh, or 59.7%, compared to the same period for 2025. The decrease in production and assets was primarily due to the sale of the assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC during 2025.
The Company's operating wind fleet includes 14 operating assets comprising 376 MW of capacity as of March 31, 2026, a decrease of 2 operating assets and 17 MW of capacity compared to March 31, 2025. Total production was 0.3 million MWh for the three months ended March 31, 2026, a decrease of 0.1 million MWh, or 13.0%, compared to the same period for 2025. The decrease in production and assets was due to the sale of assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC during 2025. The decrease in production was also due to less favorable wind resource condition during the three months ended March 31, 2026.
The following table presents summary statistics on the IPP fleet as of March 31, 2026 and 2025:
Portfolio Metrics March 31, 2026 March 31, 2025
Total Change(1)
Total Change as %
Power production capacity of operating fleet (MW) 1,336 1,614 (278) (17) %
Power-generating capacity of pre-operational fleet (MW) 1,364 1,426 (62) (4) %
Total power-generating capacity of fleet (MW) 2,700 3,041 (341) (11) %
Total number of fleet assets 220 407 (187) (46) %
(1) Total change in the power production capacity of the operating IPP fleet for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 includes 305 MW of total operating IPP fleet sold during 2025, which included 184 fleet assets.
The Company produced approximately 0.4 million MWh of total power during the three months ended March 31, 2026, a year-over-year decrease of 34% primarily due to the sale of the assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC during 2025.
The following table presents the Company's operating fleet production by asset type for the three months ended March 31, 2026 and 2025:
For the three months ended March 31,
MWh by Technology(1)
2026 2025 % Change
Solar 123,899 307,154 (60) %
Wind 321,042 368,957 (13) %
Total 444,941 676,111 (34) %
(1) Production for the three months ended March 31, 2025 includes 64,312 MWh of solar production attributable to solar assets sold during 2025 and 8,722 MWh of wind production attributable to wind assets sold during 2025.
Other revenue - IPP
Other revenue from the IPP segment was $0.4 million for the three months ended March 31, 2026, representing an increase of $0.1 million, or 48.5%, compared to the same period in 2025. This increase was primarily driven by an increase in dividend income.
Contract amortization, net - IPP
The Company recognized an expense of $2.5 million of Contract amortization, net from the IPP segment during the three months ended March 31, 2026, representing an increase of $5.4 million, or 184.2%, compared to the same period in 2025, when the Company recorded income of $2.9 million. This change was primarily attributable to the derecognition of two PPAs and one REC out-of-market contract following the termination of these contracts in 2025, partially offset by amortization associated with assets sold during 2025.
Direct operating costs - IPP
For the three months ended March 31,
(dollars in thousands)
2026 2025 $ Change % Change
Operations and maintenance $ 6,535 $ 7,302 $ (767) (10.5) %
Property taxes, insurance and site lease 7,780 8,163 (383) (4.7) %
Salaries and benefits, professional fees and other 3,020 3,182 (162) (5.1) %
Direct operating costs - IPP $ 17,335 $ 18,647 $ (1,312) (7.0) %
Direct operating costs from the IPP segment were $17.3 million for the three months ended March 31, 2026, representing a decrease of $1.3 million, or 7.0%, compared to the same period in 2025. The decrease was primarily driven by the sale of the assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC during 2025 leading to lower overall operating costs within the IPP segment, partially offset by increases in certain costs for the remaining assets.
General and administrative - IPP
General and administrative expense for the IPP segment was $2.8 million for the three months ended March 31, 2026, a decrease of $0.5 million, or 13.8%, compared to the same period in 2025. The decrease in General and administrative expense is primarily related to an overall decrease in salary and compensation expense due to the lower headcount of various functions providing support to the IPP segment.
Depreciation, amortization and accretion
Depreciation, amortization and accretion expense for the IPP segment was $15.7 million for the three months ended March 31, 2026, a decrease of $3.6 million, or 18.5%, compared to the same period in 2025. The decrease was primarily related to the impacts of the sales of the assets of GREC Entity HoldCo, Celadon Manager LLC, and Dogwood Manager LLC during 2025.
Impairment of long-lived assets, net and termination costs
Impairment of long-lived assets, net and termination costs in the IPP segment was $0.5 million for the three months ended March 31, 2026 which cost related to miscellaneous write offs for previously sold projects. During the three months ended March 31, 2025, the Company recognized impairment losses of $13.7 million, of which $12.7 million was associated with two operational wind projects and six development-stage solar projects. The remaining $1.0 million consisted of termination fees associated with the failure of a project to achieve commercial operations by the contractually required date.
Investment Management
Revenue
Revenue from the IM segment was $2.5 million for the three months ended March 31, 2026, a decrease of $0.7 million or 22.8%, compared to the same period in 2025. The decrease in revenue within the period is primarily related to a reduction in revenue earned from GREC II for management and administration fees due to a lower aggregate net asset value for GREC II used to calculate monthly fee rates.
Direct operating costs - IM
Direct operating costs of the IM segment were $2.0 million for the three months ended March 31, 2026, a decrease of $3.3 million, or 62.3%, compared to the same period in 2025. The decrease in Direct operating costs within the period primarily related to lower salary and compensation related expenses due to lower headcount for the IM segment.
General and administrative expense for the IM segment was $1.2 million for the three months ended March 31, 2026, a decrease of $0.1 million or 11.4%, compared to the same period in 2025. The decrease in General and administrative expense was primarily driven by lower administrative, salary, and compensation-related costs within the IM segment primarily due to lower headcount and lower share-based compensation expense related to GDEV II incentive units.
Corporate
General and administrative
General and administrative expense for Corporate was $8.1 million for the three months ended March 31, 2026, a decrease of $4.4 million, or 35.2%, compared to the same period in 2025. The decrease was primarily driven by a decrease in salary and related compensation driven by lower headcount.
Non-operating income and expense
Interest expense, net
Interest expense, net was $12.1 million for the three months ended March 31, 2026, compared to $36.6 million for the same period in 2025. The decrease in expense is primarily driven by 1) favorable changes in the fair value of the interest rate swaps due to more favorable forward rate curves, and 2) more capitalized interest expense related to the under-construction Cider project. These are partially offset by 1) a decrease in interest rate swap income due to the Company having less swap arrangements and changing interest rates, and 2) an increase in debt-related interest expense due to larger debt balances.
Change in fair value of investments, net
Change in fair value of investments, net was a loss of $5.7 million for the three months ended March 31, 2026, compared to a gain of $1.0 million in the same period in 2025. The loss in the current year period was primarily related to a decrease in the fair value of the Company's investment in Aurora Solar due to a change in forecasted distributions from the tax equity partnership in which Aurora Solar is the managing member.
Income from sale-leaseback transfer of tax benefits
The Company recorded Income from sale-leaseback transfer of tax benefits of $10.2 million for the three months ended March 31, 2026, the same amount recorded for the same period in 2025. The income is driven by the recognition of deferred income from the transfer of tax credits related to the Company's three sale leaseback financings. The Company recognizes deferred income over the first five anniversary dates of each sale leaseback transaction, corresponding to the five-year recapture period. Refer to Part I - Item 1 - Note 8. Debt for more information.
Income tax (expense) benefit
Income tax (expense) benefit was an expense of $6.2 million for the three months ended March 31, 2026, compared to a benefit of $10.4 million for the same period in 2025, primarily due to a change in the estimated annual effective tax rate driven by the forecasted NCI income (loss) allocations and changes in the valuation allowance.
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests was $0.2 million for the three months ended March 31, 2026, compared to $25.1 million for the same period in 2025. The decrease was primarily due to lower allocation of nonrecurring tax benefits to certain tax equity partners as well as the impact of contractual provisions governing the timing of tax benefits used in determining the tax equity partners' returns.
Non-GAAP Financial Measures
This quarterly report includes certain non-GAAP financial measures that are not prepared in accordance with U.S. GAAP and that may be different from non-GAAP financial measures used by other companies. The Company believes EBITDA, Adjusted EBITDA and Funds from Operations ("FFO") are useful to investors in evaluating the Company's financial performance. Each of these measures should not be considered in isolation from or as superior to or as a substitute for other financial measures determined in accordance with U.S. GAAP, such as net income (loss) or operating income (loss). The Company uses these measures internally to establish forecasts, budgets and operational goals to manage and monitor its business, as well as evaluate its underlying historical performance and to measure incentive compensation, as we believe that these non-GAAP financial measures depict the true performance of the business by encompassing only relevant and controllable events, enabling the Company to evaluate and plan more effectively for the future. In addition, the Company's debt agreements contain covenants that use a variation of these measures for purposes of determining debt covenant compliance. The Company believes that investors should have access to the same set of tools that its management uses in analyzing operating results. EBITDA, Adjusted EBITDA and FFO should not be considered as measures of financial performance under U.S. GAAP, and the items excluded from EBITDA, Adjusted EBITDA and FFO are significant components in understanding and assessing the Company's financial performance. Accordingly, these key business metrics have limitations as an analytical tool. They should not be considered as an alternative to net income (loss) or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of the Company's liquidity and may be different from similarly titled non-GAAP measures used by other companies. The presentations of EBITDA, Adjusted EBITDA and FFO should not be construed as an inference that the future results of the Company will be unaffected by unusual or nonrecurring items.
Adjusted EBITDA and FFO
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that the Company uses as a performance measure as well as for internal planning purposes. We believe that Adjusted EBITDA is useful to management and investors in providing a measure of core financial performance adjusted to allow for comparisons of results of operations across reporting periods on a consistent basis as it includes adjustments relating to items that are not indicative of the ongoing operating performance of the business.
The Company defines Adjusted EBITDA as net income (loss) before: (i) interest expense; (ii) income taxes; (iii) depreciation expense; (iv) amortization expense (including contract amortization); (v) accretion expense; (vi) impairment of long-lived assets; (vii) amounts attributable to our redeemable and nonredeemable noncontrolling interests; (viii) unrealized gains and losses on financial instruments; (ix) gains and losses for asset dispositions; (x) other income (loss); and (xi) foreign currency gain (loss). Additionally, the Company further adjusts for the following items described below:
•Share-based compensation is excluded from Adjusted EBITDA as it is different from other forms of compensation as it is a non-cash expense and is highly variable. For example, a cash salary generally has a fixed and unvarying cash cost. In contrast, the expense associated with an equity-based award is generally unrelated to the amount of cash ultimately received by the employee, and the cost to the Company is based on a share-based compensation valuation methodology and underlying assumptions that may vary over time.
•Costs associated with new investment strategies are excluded from Adjusted EBITDA. The Company evaluates new investment strategies on a regular basis and excludes start-up cost from Adjusted EBITDA until such time as a new strategy is determined to form part of the Company's core investment management business.
•Placement fees, including internal sales commissions, related to fundraising efforts based on the capital raised, are excluded from Adjusted EBITDA. By excluding these fundraising-related fees from Adjusted EBITDA, we focus on core operational performance, separate from capital raising efforts, which might vary significantly from period to period.
•Other costs that are not consistently occurring, not reflective of expected future operating expense and provide no insight into the fundamentals of current or past operations of our business are excluded from Adjusted EBITDA. This includes costs such as professional services and legal fees, and other non-recurring costs unrelated to the ongoing operations of the Company.
Adjusted EBITDA is a performance measure used by management that is not calculated in accordance with U.S. GAAP. Adjusted EBITDA should not be considered in isolation from or as superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP. Additionally, our calculations of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
FFO
FFO is a non-GAAP financial measure that the Company uses as a performance measure to analyze net earnings from operations without the effects of certain items that are not indicative of the ongoing operating performance of the business. FFO is calculated using Adjusted EBITDA less the impact of interest expense (excluding the non-cash component) and distributions to Tax Equity Investors under the financing facilities associated with our IPP segment. The Company excludes these distributions as these are not recorded within Adjusted EBITDA and therefore not a component of the Company's earnings from operations. Distributions excluded to calculate the FFO does not include distributions made to Tax Equity Investors from the proceeds received from the transfer of investment tax credits to third parties. The Company believes that the analysis and presentation of FFO will enhance our investors' understanding of the ongoing performance of our operating business.
Adjusted EBITDA and FFO should not be considered in isolation from or as a superior to or as a substitute for net income (loss), operating income (loss) or any other measure of financial performance calculated in accordance with U.S. GAAP.
The following table reconciles Net loss attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA and FFO:
For the three months ended March 31,
(in thousands)
2026 2025
Net loss attributable to Greenbacker Renewable Energy Company LLC $ (27,326) $ (15,586)
Add back or (deduct) the following:
Net loss attributable to noncontrolling interests (188) (25,068)
(Benefit) expense from income taxes 6,173 (10,374)
Interest (income) expense, net 12,072 36,566
Depreciation, amortization and accretion(1)
19,470 18,804
EBITDA $ 10,201 $ 4,342
Add back or (deduct) the following:
Share-based compensation expense 1,233 3,469
Change in fair value of investments, net 5,745 (990)
Income from sale-leaseback transfer of tax benefits
(10,188) (10,188)
Other expense (income), net
(153) (148)
Loss on asset disposition 205 13
Impairment of long-lived assets, net and termination costs 463 13,665
Non-recurring professional services and legal fees 2,045 1,689
Non-recurring salaries and personnel related expenses(2)
1,094 2,596
Adjusted EBITDA $ 10,645 $ 14,448
Cash portion of interest expense (6,292) (9,408)
Distributions to tax equity investors (2,559) (3,811)
FFO $ 1,794 $ 1,229
(1)Includes contract amortization, net in the amount of $2.5 million and $2.9 million for the three months ended March 31, 2026 and 2025, respectively, which are included in Contract amortization, net on the Consolidated Statements of Operations; also includes certain other amortization costs included in Direct operating costs and General and administrative on the Consolidated Statements of Operations.
(2)Non-recurring salaries and personnel related expenses include costs which primarily include salaries and personnel related expenses of incremental employees hired in advance to launch new investment strategy initiatives. Given the nature and scale of the related costs and activities, management does not view these as normal, recurring operating expenses, but rather as non-recurring investments to initially develop our new funds. Therefore, we believe it is useful and necessary for investors to understand our core operating performance in current and future periods by excluding the impact of these costs as incurred.
Liquidity and Capital Resources
Overview
The Company's primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations, borrowings under its existing financing sources and future debt and equity financing. The Company's primary cash requirements include operating expenses, debt service payments (principal and interest), and capital expenditures. The Company's short-term cash requirements consist primarily of funds necessary to pay for our operating expenses, including our general and administrative expenses as well as interest payments on our outstanding debt and to repurchase our common shares pursuant to our SRP in connection with the death, disability or determination of incompetence of a shareholder. We also have a pipeline of currently contracted and potential future development, construction and acquisition projects, which may require short-term funding. The Company's long-term liquidity needs consist of funds necessary to repay debt and other financing obligations, and to acquire, construct and develop renewable energy and energy efficiency projects.
The Company's primary sources of liquidity include corporate-level credit facilities or other secured and unsecured borrowings as well as the issuance of equity and debt securities, as appropriate given market conditions. The Company expect to utilize project-level financing arrangements as needed, including joint venture structures, construction loans, tax equity bridge loans, tax credit transfer bridge loans, property mortgages, letters of credit, leases and sale and leaseback transactions, and other secured or unsecured arrangements. Additional sources of capital may include tax equity financings, proceeds from the sale of tax credits, governmental grants, and proceeds from asset sales. There can be no guarantee, however, that financing will be available on acceptable terms or at all.
As of March 31, 2026 and December 31, 2025, the Company had $50.7 million and $66.6 million, respectively, in Cash and cash equivalents and $8.2 million and $18.6 million, respectively, in Restricted cash, current. In the short-term, we anticipate continuing to: (1) increase our draw on current financing facilities, and/or (2) enter into new financing arrangements.
The Company remains focused on maintaining liquidity and financial flexibility and continues to monitor the capital and credit markets and its ability to finance the needs of its operating, financing and investment activity. If we are unable to expand our sources of financing, fully utilize our available cash or otherwise meet the required terms and financial covenants associated with our financing arrangements, it may have an adverse effect on our ability to fund and continue our operations. Our liquidity plans are also subject to a number of risks and uncertainties, including those described under the section Part I - Item 1A. Risk Factors in the Company's Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025.
Debt Outstanding
We supplement our equity capital through the use of borrowings both at the corporate level and the project level. As of March 31, 2026 and December 31, 2025, the Company had $1.3 billion and $1.3 billion, respectively, in outstanding debt. The Company has $199.2 million of revolver capacity available to draw on its existing debt facilities as of March 31, 2026. The weighted average interest rate, including associated swap agreements and deferred financing costs on total debt outstanding, reduced by the amount of interest capitalized, was 2.59% as of March 31, 2026.
As of March 31, 2026, the Company's net leverage ratio met the requirement for the borrowings as defined in the terms of the credit facilities. The Company did not have any events of default under its debt agreements. Refer to Part I - Item 1 - Note 8. Debt in the Notes to the Consolidated Financial Statements (unaudited) for more information on borrowings.
Changes in Cash Flows
The following table shows cash flows from operating, investing and financing activities for the Company for the three months ended March 31, 2026 and 2025:
For the three months ended March 31,
(in thousands)
2026 2025
Net cash provided by (used in) operating activities $ 5,295 $ (9,632)
Net cash used in investing activities (48,730) (29,024)
Net cash provided by financing activities 16,876 14,385
Net decrease in Cash, cash equivalents and Restricted cash $ (26,559) $ (24,271)
Operating Activities
Net cash provided by operating activities was $5.3 million for the three months ended March 31, 2026, an increase of $14.9 million, compared to the net cash used of $9.6 million for the three months ended March 31, 2025. Excluding the impact of non-cash items, the increase in cash provided by operating activities was largely attributable to a decrease in accounts receivable resulting from collections of investment management revenue from GREC II.
Investing Activities
Net cash used in investing activities was $48.7 million for the three months ended March 31, 2026, an increase in cash used of $19.7 million, compared to $29.0 million for the three months ended March 31, 2025. The increase in net cash used in investing activities was primarily due to higher payments made for ongoing construction projects of $22.2 million during the three months ended March 31, 2026, driven mainly by capital expenditures related to the Cider project, expenditures associated with a wind repowering project, and expenditures incurred to replace damaged equipment at a project. This was offset by insurance proceeds received related to damaged equipment for certain projects.
Financing Activities
Net cash provided by financing activities was $16.9 million for the three months ended March 31, 2026, an increase of $2.5 million, compared to $14.4 million for the three months ended March 31, 2025. The increase in net cash provided by financing activities was primarily due to an increase in cash proceeds on borrowings of $46.5 million and a decrease in distributions to noncontrolling interests of $2.5 million. This was offset by an increase in payments on borrowings of $42.4 million, lower contributions from noncontrolling interests of $2.1 million, and higher buyouts of noncontrolling interests of $2.0 million.
Contractual Obligations
The Company has a variety of contractual obligations and commitments, both short-term and long-term in nature. The following table summarizes the Company's contractual obligations related to debt and leases. Refer to Part I - Item 1 - Note 8. Debt and Note 11. Commitments and Contingencies in the Notes to the Consolidated Financial Statements (unaudited) for more information.
By Remaining Maturity at March 31,
2026
Under Over
(in thousands) 1 Year 1-3 Years 3-5 Years 5 Years
Total
Long-term debt $ 27,710 $ 762,822 $ 199,411 $ 331,463 $ 1,321,406
Operating leases 10,899 24,832 22,999 406,146 464,876
Other commitments 1,502 3,101 3,237 17,012 24,852
Total $ 40,111 $ 790,755 $ 225,647 $ 754,621 $ 1,811,134
The Company has additional commitments and guarantees, including letters of credit, pledges of collateral and unsecured guarantees of loans to subsidiaries, investments-to-be-constructed assets and membership interest purchase commitments, PPAs, REC commitments and pledges of parent company guarantees. Refer to Part I - Item 1 - Note 4. Variable Interest Entities, Note 10. Income Taxes and Note 11. Commitments and Contingencies in the Notes to the Consolidated Financial Statements (unaudited) for more information.
Share Repurchase Program
In 2023, the Board of Directors approved the suspension of the SRP, except for repurchase requests made in connection with the death, qualifying disability, or determination of incompetence of a shareholder. A shareholder was required to hold his or her shares for a minimum of one year before he or she could 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 U.S.; 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.
Off-Balance Sheet Arrangements
In the ordinary course of business, the Company engages in financial transactions that are not presented on our Consolidated Balance Sheets or may be recorded on our Consolidated Balance Sheets in amounts that are different from the full contract or notional amount of the transaction. The Company's off-balance sheet arrangements consist primarily of unfunded loan commitments and guarantees to the Tax Equity Investors, which may affect our liquidity and funding requirements based on the likelihood that borrowers will advance funds under the loan commitments, or we will be required to perform under the guarantee obligations. Refer to Part I - Item 1 - Note 4. Variable Interest Entities, Note 11. Commitments and Contingencies and Note 13. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements (unaudited) in this Quarterly Report for further details.
Critical Accounting Policies and Use of Estimates
Our critical accounting policies are detailed in Part II - Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025.
Recently Issued Accounting Pronouncements
Refer to Part I - Item 1 - Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements (unaudited) in this Quarterly Report for a discussion of recently issued accounting pronouncements.
Greenbacker Renewable Energy Company LLC published this content on May 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 13, 2026 at 19:37 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]