Greenbacker Renewable Energy Company LLC

03/09/2026 | Press release | Distributed by Public on 03/09/2026 14:30

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with the Company's audited Consolidated Financial Statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed below. 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 Annual Report does not constitute an offer of any of the Company's managed funds described herein.
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 investment management services to funds within the sustainable infrastructure and renewable energy industry through Greenbacker Capital Management LLC ("GCM"). As of December 31, 2025, the Company's fleet comprised 220 renewable energy projects with an aggregate power production capacity of approximately 2.8 gigawatts ("GW"), which includes operating capacity of approximately 1.4 GW and pre-operational capacity of approximately 1.4 GW. The Company divested certain projects in the IPP segment during the year ended December 31, 2025. Refer to Note 3. Acquisitions and Divestitures for further details. As of December 31, 2025, 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. The Company's fiscal year-end is December 31. 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: IPP and IM. As of December 31, 2025, the Company provides, through GCM, investment management services to four investment entities - GROZ, GDEV I, GDEV II and GREC II. See Part I - Item 1. Business for a further discussion of our business.
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.
Current Market Environment
One Big Beautiful Bill Act of 2025 (the "OBBBA")
On July 4, 2025, the OBBBA was enacted, introducing material changes to clean energy tax credit programs that are significant to our business and may impact our financial condition, results of operations and future prospects. Among other changes, the OBBBA accelerates the phase-out of the Clean Electricity Investment Tax Credit ("Section 48E") and the Clean Energy Production Tax Credit ("Section 45Y") for clean electricity projects. Previously under the Inflation Reduction Act of 2022 (the "IRA"), Section 48E and 45Y credits were available through 2032 or such later period when the U.S. power sector emitted 75% less carbon emissions than 2022 levels. Under the new provisions, these credits will no longer be available for facilities placed in service after December 31, 2027, unless construction begins on or before July 4, 2026, pursuant to a grandfathering rule. Projects that qualify under this rule must still meet continuity requirements to remain eligible.
Under the IRA, certain eligible solar projects could qualify for a bonus credit amount if the solar energy project satisfied certain "domestic content" requirements. The OBBBA increased the domestic content threshold for the bonus credit under Section 48E such that projects commencing construction after June 16, 2025 must meet a 45% domestic cost threshold, up from 40%. In addition, the OBBBA adopted new foreign entity of concern ("FEOC") rules designed to deny clean energy tax incentives to clean energy projects that use equipment beyond statutory guidelines from "prohibited foreign entities." The FEOC rules also deny these incentives to taxpayers that rely beyond certain thresholds on equity or debt from prohibited foreign entities or that make payments to prohibited foreign entity counterparties under contracts or licensing agreements that give such counterparties "effective control" over an eligible project. Compliance with FEOC restrictions will be required beginning in 2026 as the U.S. Department of the Treasury (the "Treasury") is expected to issue additional interpretive guidance through future rulemaking.
On July 7, 2025, the President issued Executive Order 14315, directing the Treasury to revise guidance governing when construction is considered to begin for purposes of qualifying for the Section 45Y and Section 48E clean energy tax credits. In response, Treasury issued Notice 2025-42 on August 15, 2025, which modified the "beginning of construction" framework. For projects that begin construction on or after September 2, 2025, the notice eliminated the 5% safe harbor for solar projects larger than 1.5 MW (AC) and for all wind projects. Projects that began construction prior to that date remain subject to prior IRS guidance. The 5% safe harbor continues to apply to solar facilities with a capacity of 1.5 MW or less.
Under the revised rules, the physical work test is the sole method for establishing that construction has begun for affected projects. This test requires the commencement of physical work of a significant nature, without regard to cost, and may include certain on-site and off-site activities, but excludes preliminary activities such as planning, permitting, and financing. The guidance retains a four-year continuity safe harbor under which a project is deemed to satisfy continuous construction requirements if it is placed in service within four calendar years following the calendar year in which construction began, subject to exceptions for certain excusable delays, including permitting, interconnection, supply-chain disruptions, and force majeure events.
Executive Order 14315 also directed Treasury to implement the FEOC provisions of the OBBBA, and additional guidance is expected. The Company is currently evaluating the potential impact of Notice 2025-42 and anticipated FEOC guidance on its development pipeline, construction timelines, financing arrangements, and ability to qualify for federal clean energy tax credits. Any failure to satisfy applicable domestic content, FEOC, or beginning-of-construction requirements could materially and adversely affect the value of such tax credits and the Company's results of operations and financial condition.
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, have introduced new limitations and uncertainties regarding the availability and structure of certain clean energy tax credits. We will continue to assess any further developments for potential impacts in future periods.
Impact of Government Incentives
The renewable energy and energy efficiency sector has historically benefited from significant incentives and support from U.S. federal, state and local governments to promote the development and use of renewable energy and energy-saving technologies. These incentives have historically functioned to increase the revenue generated by renewable energy projects and the equity returns available to investors in such projects. Energy efficiency projects may be eligible for incentives at the U.S. federal, state and local levels that can be applied to offset certain project development and implementation costs. In addition, governments in other jurisdictions provide various incentives to support renewable energy and energy efficiency initiatives. Corporate entities may be eligible to receive benefits through tax credits, such as PTCs, ITCs, tax deductions, accelerated depreciation, and incentives.
U.S. Federal Incentives
Corporate Depreciation: Modified Accelerated Cost Recovery System ("MACRS")
Under 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.
Inflation Reduction Act of 2022 ("IRA")
The IRA contained a number of revisions to the Internal Revenue Code, including business tax credits and incentives for the development of clean energy projects and the production of clean energy which historically provided strong tailwinds to the renewable energy industry. However, recent legislative developments, including the enactment of the OBBBA in July 2025, have introduced material changes to these programs, including accelerated phase-outs and more stringent eligibility requirements. As a result, the long-term benefits of the IRA may be diminished. Refer to Part I, Item 1.Business for further details.
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 fee 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
Years ended December 31, 2025 and 2024
The following table presents the Company's consolidated results of operations for the years ended December 31, 2025 and 2024:
For the years ended December 31,
(dollars in thousands)
2025 2024 $ Change % Change
Revenue
Energy revenue $ 182,534 $ 185,225 $ (2,691) (1.5) %
Investment Management revenue 11,482 18,757 (7,275) (38.8) %
Other revenue 4,624 6,085 (1,461) (24.0) %
Contract amortization, net (7,419) (14,301) 6,882 (48.1) %
Total net revenue $ 191,221 $ 195,766 $ (4,545) (2.3) %
Operating expenses
Direct operating costs 94,580 111,749 (17,169) (15.4) %
General and administrative 57,459 52,552 4,907 9.3 %
Change in fair value of contingent consideration (300) (39,348) 39,048 (99.2) %
Depreciation, amortization and accretion 80,782 81,953 (1,171) (1.4) %
(Gain) loss on asset disposition 95,339 12,932 82,407 NM
(Gain) loss on deconsolidation, net - (5,622) 5,622 (100.0) %
Impairment of goodwill - 221,314 (221,314) (100.0) %
Impairment of long-lived assets, net and termination costs 46,846 88,410 (41,564) (47.0) %
Total operating expenses 374,706 523,940 (149,234) (28.5) %
Operating income (loss) (183,485) (328,174) 144,689 44.1 %
Interest income (expense), net (79,892) (7,612) (72,280) (949.6) %
Change in fair value of investments, net (5,380) (14,701) 9,321 63.4 %
Income from sale-leaseback transfer of tax benefits 32,951 22,764 10,187 44.8 %
Gain on liability extinguishment 15,417 - 15,417 N/A
Other income (expense), net (2,624) 2,436 (5,060) NM
Income (loss) before income taxes (223,013) (325,287) 102,274 31.4 %
Benefit from income taxes 8,124 19,378 (11,254) 58.1 %
Net income (loss) $ (214,889) $ (305,909) $ 91,020 29.8 %
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests (20,244) (63,609) 43,365 68.2 %
Net income (loss) attributable to Greenbacker Renewable Energy Company LLC $ (194,645) $ (242,300) $ 47,655 19.7 %
The following table presents a discussion of the Company's results of operations for each segment for the years ended December 31, 2025 and 2024:
Year ended December 31,
(dollars in thousands)
2025 2024
Independent Power Producer Investment Management Corporate Total Independent Power Producer Investment Management Corporate Total
Revenue
Energy revenue $ 182,534 $ - $ - $ 182,534 $ 185,225 $ - $ - $ 185,225
Investment Management revenue - 11,482 - 11,482 - 18,757 - 18,757
Other revenue 4,624 - - 4,624 6,085 - - 6,085
Operating revenue $ 187,158 $ 11,482 $ - $ 198,640 $ 191,310 $ 18,757 $ - $ 210,067
Contract amortization, net (7,419) - - (7,419) (14,301) - - (14,301)
Total net revenue $ 179,739 $ 11,482 $ - $ 191,221 $ 177,009 $ 18,757 $ - $ 195,766
Operating expenses
Direct operating costs $ 81,868 $ 12,712 $ - $ 94,580 $ 95,049 $ 16,700 $ - $ 111,749
General and administrative 12,120 4,292 41,047 57,459 15,231 8,020 29,301 52,552
Change in fair value of contingent consideration - - (300) (300) - - (39,348) (39,348)
Depreciation, amortization and accretion 76,483 4,299 - 80,782 73,790 8,163 - 81,953
(Gain) loss on asset disposition 95,339 - - 95,339 12,932 - - 12,932
(Gain) loss on deconsolidation, net - - - - (5,622) - - (5,622)
Impairment of goodwill - - - - 200,338 20,976 - 221,314
Impairment of long-lived assets, net and termination costs 46,846 - - 46,846 37,982 50,428 - 88,410
Total operating expenses $ 312,656 $ 21,303 $ 40,747 $ 374,706 $ 429,700 $ 104,287 $ (10,047) $ 523,940
Operating income (loss) $ (132,917) $ (9,821) $ (40,747) $ (183,485) $ (252,691) $ (85,530) $ 10,047 $ (328,174)
Operating income (loss) margin(1)
(74)% (86)% N/A (96)% (143)% (456)% N/A (168)%
Segment adjusted EBITDA(2)
$ 96,670 $ (2,605) $ (22,024) $ 72,041 $ 81,197 $ 2,051 $ (23,498) $ 59,750
Segment adjusted EBITDA margin(3)
52% (23)% N/A 36% 42% 11% N/A 28%
(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 income (loss). See also Part II - Item 8 - Note 21. Segment Reporting in the Notes to the Consolidated Financial Statements 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 years ended December 31,
(in thousands)
2025 2024
Segment Adjusted EBITDA:
IPP Adjusted EBITDA $ 96,670 $ 81,197
IM Adjusted EBITDA (2,605) 2,051
Total Segment Adjusted EBITDA $ 94,065 $ 83,248
Reconciliation:
Total Segment Adjusted EBITDA $ 94,065 $ 83,248
Unallocated corporate expenses (22,024) (23,498)
Total Adjusted EBITDA $ 72,041 $ 59,750
Add (less):
Share-based compensation expense 10,805 378
Change in fair value of contingent consideration (300) (39,348)
(Gain) loss on deconsolidation, net - (5,622)
(Gain) loss on asset disposition(1)
94,741 12,932
Impairment of goodwill - 221,314
Impairment of long-lived assets, net and termination costs 46,846 88,410
Depreciation, amortization and accretion(2)
88,689 97,056
Non-recurring professional services and legal fees 7,636 8,654
Non-recurring salaries and personnel related expenses(3)
7,109 4,150
Operating income (loss) $ (183,485) $ (328,174)
Interest income (expense), net (79,892) (7,612)
Change in fair value of investments, net (5,380) (14,701)
Income from sale-leaseback transfer of tax benefits 32,951 22,764
Gain on liability extinguishment 15,417 -
Other income (expense), net
(2,624) 2,436
Income (loss) before income taxes $ (223,013) $ (325,287)
Benefit from income taxes 8,124 19,378
Net income (loss) $ (214,889) $ (305,909)
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests (20,244) (63,609)
Net income (loss) attributable to Greenbacker Renewable Energy Company LLC $ (194,645) $ (242,300)
1.Includes (gains) losses on certain lease terminations included in Direct operating costs on the Consolidated Statements of Operations.
2.Includes contract amortization, net in the amount of $7.4 million and $14.3 million for the years ended December 31, 2025 and 2024, 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.
3.Non-recurring salaries and personnel related expenses include start-up 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 start-up costs as incurred. Non-recurring salaries and personnel related expenses also include placement fees, including internal sales commission.
Refer to Part II - Item 8 - Note 21. Segment Reporting in the Notes to the Consolidated Financial Statements 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 $182.5 million for the year ended December 31, 2025, a decrease of $2.7 million, or 1.5%, compared to the same period in 2024. The decrease was primarily driven by a decrease in REC revenue generated by our operating renewable energy projects primarily due to the sale of certain projects, partially offset by an overall increase in PPA revenue and battery storage revenue. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type. The Company's operating solar fleet generated $87.3 million of Energy revenue from PPAs, a decrease of $0.5 million, or 0.6%, and the Company's operating wind fleet generated $68.9 million of Energy revenue from PPAs, an increase of $3.2 million, or 4.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The overall increase in combined solar and Wind PPA revenue was primarily driven by additional assets being placed into operation (see statistics included herein) and better overall availability of solar and wind resources. This increase in PPA revenue was more than offset by the impact of the sale of Celadon Manager LLC, Dogwood Manager LLC and the projects previously owned by GREC Entity Holdco, a decrease in REC and other incentive revenue of $5.4 million primarily due to the sale of certain projects compared to the year ended December 31, 2024, and a decrease in biomass revenue of $1.5 million due to the absence of biomass production contributed by the Company's subsidiary, EVCE, in the year ended December 31, 2025, which filed for bankruptcy in April 2024.
The Company's operating solar fleet includes 166 operating assets comprising 950 MW of capacity as of December 31, 2025, a decrease of 170 operating assets and 257 MW of capacity compared to December 31, 2024. Total production was 1.5 million MWh for the year ended December 31, 2025, a decrease of 48.9 thousand MWh or 3.3% compared to the same period for 2024. The decrease in production was primarily due to the sale of the assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC during the year ended December 31, 2025, partially offset by additional assets being placed into operation during and subsequent to the year ended December 31, 2024.
The Company's operating wind fleet includes 14 operating assets comprising 376 MW of capacity as of December 31, 2025, a decrease of 2 operating assets and 17 MW of capacity compared to December 31, 2024. Total production was 1.2 million MWh for the year ended December 31, 2025, an increase of 9.8 thousand MWh or 0.8% compared to the same period for 2024. The increase in production was due to overall better availability of wind resources, partially offset by the sale of two smaller-scale wind sites during the year ended December 31, 2025.
The following table presents summary statistics on the IPP fleet as of December 31, 2025 and 2024:
Portfolio Metrics December 31, 2025 December 31, 2024 Total Change Total Change as %
Power production capacity of operating fleet (MW) 1,336 1,650 (314) (19) %
Power-generating capacity of pre-operational fleet (MW) 1,364 1,474 (110) (7) %
Total power-generating capacity of fleet (MW) 2,700 3,124 (424) (14) %
Total number of fleet assets 220 420 (200) (48) %
The following table presents a detailed breakdown of the changes in total IPP fleet capacity for the year ended December 31, 2025 compared with the year ended December 31, 2024:
Portfolio Metrics (MW)
Assets Sold or Disposed Assets Placed into Service
Change in Capacity
Total Change
Change in power production capacity of operating fleet during period
(344) 30 - (314)
Change in power-generating capacity of pre-operational fleet during period
(90) (30) 10 (110)
Total changes in power-generating capacity of fleet during period
(434) - 10 (424)
The Company produced approximately 2.7 million MWh of total power during the year ended December 31, 2025, a year-over-year decrease of 2% primarily due to the sale of the assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC and the absence of the biomass production contributed by EVCE which filed for bankruptcy in April 2024. This decrease was partially offset by additional solar assets being placed into operation as well as due to overall better availability of solar and wind resources for the year ended December 31, 2025.
The following table presents the Company's operating fleet production by asset type for the years ended December 31, 2025 and 2024:
For the years ended December 31,
MWh by Technology 2025 2024 % Change
Solar 1,455,632 1,504,580 (3) %
Wind 1,246,220 1,236,431 1 %
Biomass - 12,938 (100) %
Total 2,701,852 2,753,949 (2) %
Other revenue - IPP
Other revenue from the IPP segment was $4.6 million for the year ended December 31, 2025, representing a decrease of $1.5 million, or 24.0%, compared to the same period in 2024. This decrease was primarily driven by lower interest income recognized from notes receivable, as the related loans were paid off in 2024.
Contract amortization, net - IPP
The Company recognized $7.4 million of Contract amortization, net from the IPP segment during the year ended December 31, 2025, representing a decrease of $6.9 million, or 48.1%, compared to the same period in 2024. This decrease was primarily attributable to the derecognition of two out-of-market contracts following the termination of these related PPAs in 2024, partially offset by amortization associated with additional assets being placed in service during 2025.
Direct operating costs - IPP
For the years ended December 31,
(dollars in thousands)
2025 2024 $ Change % Change
Operations and maintenance $ 31,529 $ 49,411 $ (17,882) (36.2) %
Property taxes, insurance and site lease 34,569 33,006 1,563 4.7 %
Salaries and benefits, professional fees and other 15,770 12,632 3,138 24.8 %
Direct operating costs - IPP $ 81,868 $ 95,049 $ (13,181) (13.9) %
Direct operating costs from the IPP segment were $81.9 million for the year ended December 31, 2025, representing a decrease of $13.2 million, or 13.9%, compared to the same period in 2024. The decrease was primarily driven by $18.4 million of fees related to the termination of certain solar module supply contracts in 2024 with no comparable costs incurred in 2025 as well as reductions in corrective maintenance and transportation expenses following EVCE's bankruptcy filing in April 2024. These decreases were partially offset by higher lease expense associated with the acquisition of the Cider project in the third quarter of 2024 and higher professional fees in 2025.
General and administrative - IPP
General and administrative expense for the IPP segment was $12.1 million for the year ended December 31, 2025, a decrease of $3.1 million, or 20.4%, compared to the same period in 2024. 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 $76.5 million for the year ended December 31, 2025, an increase of $2.7 million, or 3.6%, compared to the same period in 2024. The increase was primarily related to additional assets being placed in operation subsequent to 2024, partially offset by the impacts of the sales of the assets of GREC Entity HoldCo, Celadon Manager LLC, and Dogwood Manager LLC during the year ended December 31, 2025.
(Gain) loss on asset disposition
(Gain) loss on asset disposition from the IPP segment was a loss of $95.3 million for the year ended December 31, 2025, an increase of $82.4 million compared to the same period in 2024. The increase was primarily driven by losses recognized in 2025 related to the sale of assets of GREC Entity Holdco, Celadon Manager LLC and Dogwood Manager LLC.
(Gain) loss on deconsolidation, net
The Company did not record a (Gain) loss on deconsolidation, net for the year ended December 31, 2025 compared to a (Gain) loss on deconsolidation, net of $5.6 million recognized within the IPP segment during the same period in 2024. During 2024, EVCE filed for a voluntary petition under Chapter 7 of the United States Bankruptcy Code. As a result of this filing, EVCE was deconsolidated from the Company's Consolidated Financial Statements effective April 17, 2024.
Impairment of long-lived assets, net and termination costs
Impairment of long-lived assets, net and termination costs in the IPP segment was $46.8 million for the year ended December 31, 2025, an increase of $8.9 million or 23% compared to the same period in 2024. During 2025, the Company recognized impairment losses of $40.1 million related to two operational wind projects, nine development-stage solar projects, and certain other assets as the Company determined the carrying value of these long-lived assets was no longer recoverable. The Company also incurred $6.8 million in termination fees associated with the termination of certain PPAs for the year ended December 31, 2025. During the year ended December 31, 2024, the Company recognized impairment losses of $19.1 million on various development-stage solar projects. In addition, the Company recorded $13.6 million in 2024 for charges related to the termination of certain PPAs which were ultimately not required to be paid and extinguished in 2025.
Investment Management
Revenue
Revenue from the IM segment was $11.5 million for the year ended December 31, 2025, a decrease of $7.3 million or 38.8%, compared to the same period in 2024. The decrease in revenue within the period is primarily related to a reduction in revenue earned from GREC II due to the reduction in the base management fee rate and a new cap on the administrative fee for services GCM provides to GREC II. Refer to Part II - Item 8 - Note 16. Related Parties for more information.
Direct operating costs - IM
Direct operating costs of the IM segment were $12.7 million for the year ended December 31, 2025, a decrease of $4.0 million, or 23.9%, compared to the same period in 2024. 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. Direct operating costs for the IM segment primarily consist of expenses related to marketing, investor relations, and legal costs associated with the IM segment.
General and administrative - IM
General and administrative expense for the IM segment was $4.3 million for the year ended December 31, 2025, a decrease of $3.7 million or 46.5%, compared to the same period in 2024. 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 $41.0 million for the year ended December 31, 2025, an increase of $11.7 million, or 40.1%, compared to the same period in 2024. The increase was primarily driven by a reversal of stock-based compensation expense of $10.6 million recorded in 2024 related to EO Awards. This reversal was recorded as the Company no longer expected the outstanding EO Awards to vest. The increase also reflects stock-based compensation expense related to an independent contractor's interest in GDEV Management.
Change in fair value of contingent consideration
The Change in fair value of contingent consideration for Corporate resulted in a gain of $0.3 million for the year ended December 31, 2025, compared to a gain of $39.3 million recorded in the same period in 2024. The gain recognized in 2024 was primarily driven by a reduction in the probability that the applicable Earnout Shares would vest, which substantially reduced the contingent consideration liability. The contingent consideration was further reduced to zero during the year ended December 31, 2025 due to a further reduction in the probability of the Earnout Shares becoming participating.
Non-operating income and expense
Interest income (expense), net
Interest income (expense), net was $79.9 million of expense for the year ended December 31, 2025, compared to $7.6 million of expense for the same period in 2024. The increase in expense is primarily driven by unfavorable changes in the fair value of the interest rate swaps recorded directly through earnings that were previously recorded through Other comprehensive income, due to the dedesignation of our interest rate swaps in the fourth quarter of 2024. This was partially offset by an increase in swap amortization, which reduces interest expense, related to the dedesignated interest rate swaps, as well as an increase in capitalized interest related to significant project expenditures during the year ended December 31, 2025.
Change in fair value of investments, net
Change in fair value of investments, net was a loss of $5.4 million for the year ended December 31, 2025, compared to a loss of $14.7 million in the same period in 2024. The loss in the current year period was primarily related to a decrease in the fair value of the Company's investments in GDEV I and GDEV II due to unrealized losses on the funds' investments as well as a decrease in the fair value of the Company's investment in GDEV OYA Lender due to the termination of certain development projects owned by the investee.
Income from sale-leaseback transfer of tax benefits
The Company recorded Income from sale-leaseback transfer of tax benefits of $33.0 million for the year ended December 31, 2025, an increase of $10.2 million or 45% compared to the same period in 2024. 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. The first anniversary of two of the three financings occurred in 2024, compared to all three reaching an anniversary date during 2025. Refer to Part II - Item 8 - Note 11. Debt for more information.
Gain on liability extinguishment
The Company recorded a gain of $15.4 million for the year ended December 31, 2025 in Gain on liability extinguishment, with no corresponding amount recognized in the year ended December 31, 2024. Certain of the Company's subsidiaries previously executed a general assignment for the benefit of creditors ("ABC"), pursuant to which the subsidiaries assigned all of their assets to a third-party assignee to liquidate the assets and distribute the proceeds to creditors. As a result, the Company had impaired substantially all the assets of these subsidiaries in 2024 and simultaneously recorded a liability for damages due to the offtaker. As of December 31, 2025, the deadline for claims through the ABC passed and no claims were made against the Company. As a result, the Company derecognized the liabilities and recorded a gain of $15.4 million in Gain on liability extinguishment within the Consolidated Statements of Operations.
Benefit from income taxes
Benefit from income taxes was a benefit of $8.1 million for the year ended December 31, 2025, compared to $19.4 million for the same period in 2024, primarily driven by a decrease in losses allocated to NCI and an increase in the valuation allowance.
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests was a loss of $20.2 million for the year ended December 31, 2025, compared to a loss of $63.6 million for the same period in 2024. The decrease is primarily related to a decrease in the allocation of nonrecurring tax benefits generated at certain tax equity partnerships to the respective tax equity partners as well as contractual provisions in the applicable agreements governing the timing of tax benefits in the calculation of the tax equity partners' returns.
Year ended December 31, 2024 and 2023
The following table presents the Company's consolidated results of operations for the year ended December 31, 2024 and 2023:
For the years ended December 31,
(dollars in thousands) 2024 2023 $ Change % Change
Revenue
Energy revenue $ 185,225 $ 159,301 $ 25,924 16.3 %
Investment Management revenue 18,757 13,490 5,267 39.0 %
Other revenue 6,085 8,434 (2,349) (27.9) %
Contract amortization, net (14,301) (8,060) (6,241) (77.4) %
Total net revenue $ 195,766 $ 173,165 $ 22,601 13.1 %
Operating expenses
Direct operating costs 111,749 105,586 6,163 5.8 %
General and administrative 52,552 60,617 (8,065) (13.3) %
Change in fair value of contingent consideration (39,348) (603) (38,745) 6425.4 %
Depreciation, amortization and accretion 81,953 125,743 (43,790) (34.8) %
(Gain) loss on asset disposition
12,932 - 12,932 N/A
(Gain) loss on deconsolidation, net (5,622) - (5,622) N/A
Impairment of goodwill 221,314 - 221,314 N/A
Impairment of long-lived assets, net and termination costs 88,410 59,294 29,116 49.1 %
Total operating expenses 523,940 350,637 173,303 49.4 %
Operating income (loss) (328,174) (177,472) (150,702) (84.9) %
Interest income (expense), net (7,612) (20,328) 12,716 (62.6) %
Change in fair value of investments, net (14,701) 932 (15,633) 1677.4 %
Income from sale-leaseback transfer of tax benefits 22,764 - 22,764 N/A
Other expense, net 2,436 (267) 2,703 (1012.4) %
Income (loss) before income taxes (325,287) (197,135) (128,152) (65.0) %
Benefit from income taxes 19,378 21,548 (2,170) (10.1) %
Net income (loss) $ (305,909) $ (175,587) $ (130,322) (74.2) %
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests (63,609) (96,116) 32,507 33.8 %
Net income (loss) attributable to Greenbacker Renewable Energy Company LLC $ (242,300) $ (79,471) $ (162,829) (204.9) %
A discussion of the results of operations for the year ended December 31, 2024 and 2023:
Year ended December 31,
(dollars in thousands)
2024 2023
Independent Power Producer Investment Management Corporate Total Independent Power Producer Investment Management Corporate Total
Revenue
Energy revenue $ 185,225 $ - $ - $ 185,225 $ 159,301 $ - $ - $ 159,301
Investment Management revenue - 18,757 - 18,757 - 13,490 - 13,490
Other revenue 6,085 - - 6,085 8,434 - - 8,434
Operating revenue $ 191,310 $ 18,757 $ - $ 210,067 $ 167,735 $ 13,490 $ - $ 181,225
Contract amortization, net (14,301) - - (14,301) (8,060) - - (8,060)
Total net revenue $ 177,009 $ 18,757 $ - $ 195,766 $ 159,675 $ 13,490 $ - $ 173,165
Operating expenses
Direct operating costs $ 95,049 $ 16,700 $ - $ 111,749 $ 91,911 $ 13,675 $ - $ 105,586
General and administrative 15,231 8,020 29,301 52,552 13,992 3,680 42,945 60,617
Change in fair value of contingent consideration - - (39,348) (39,348) - - (603) (603)
Depreciation, amortization and accretion 73,790 8,163 - 81,953 116,506 9,237 - 125,743
(Gain) loss on asset disposition
12,932 - - 12,932 - - - -
(Gain) loss on deconsolidation, net (5,622) - - (5,622) - - - -
Impairment of goodwill 200,338 20,976 - 221,314 - - - -
Impairment of long-lived assets, net and termination costs 37,982 50,428 - 88,410 59,294 - - 59,294
Total operating expenses $ 429,700 $ 104,287 $ (10,047) $ 523,940 $ 281,703 $ 26,592 $ 42,342 $ 350,637
Operating loss $ (252,691) $ (85,530) $ 10,047 $ (328,174) $ (122,028) $ (13,102) $ (42,342) $ (177,472)
Operating loss margin(1)
(143)% (456)% N/A (168)% (76)% NM N/A (102)%
Segment adjusted EBITDA(2)
$ 81,197 $ 2,051 $ (23,498) $ 59,750 $ 62,180 $ (2,674) $ (27,754) $ 31,752
Segment adjusted EBITDA margin(3)
42% 11% N/A 28% 37% (20)% N/A 18%
(1)Operating 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 income (loss). See also Part II - Item 8 - Note 21. Segment Reporting in the Notes to the Consolidated Financial Statements 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 years ended December 31,
(in thousands)
2024 2023
Segment Adjusted EBITDA:
IPP Adjusted EBITDA $ 81,197 $ 62,180
IM Adjusted EBITDA 2,051 (2,674)
Total Segment Adjusted EBITDA $ 83,248 $ 59,506
Reconciliation:
Total Segment Adjusted EBITDA $ 83,248 $ 59,506
Unallocated corporate expenses (23,498) (27,754)
Total Adjusted EBITDA $ 59,750 $ 31,752
Add (less):
Share-based compensation expense 378 11,248
Change in fair value of contingent consideration (39,348) (603)
Non-recurring professional services and legal fees 8,654 3,388
Non-recurring salaries and personnel related expenses
4,150 1,250
(Gain) loss on deconsolidation, net (5,622) -
(Gain) loss on asset disposition 12,932 -
Depreciation, amortization and accretion(1)
97,056 134,647
Impairment of goodwill 221,314 -
Impairment of long-lived assets, net and termination costs 88,410 59,294
Operating income (loss) $ (328,174) $ (177,472)
Interest income (expense), net (7,612) (20,328)
Income from sale-leaseback transfer of tax benefits 22,764 -
Change in fair value of investments, net (14,701) 932
Other income (expense), net
2,436 (267)
Income (loss) before income taxes $ (325,287) $ (197,135)
Benefit from income taxes 19,378 21,548
Net income (loss) $ (305,909) $ (175,587)
Less: Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests (63,609) (96,116)
Net income (loss) attributable to Greenbacker Renewable Energy Company LLC $ (242,300) $ (79,471)
(1)Includes contract amortization, net in the amount of $14.3 million and $8.1 million for the year ended December 31, 2024 and 2023, respectively, which is 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.
Independent Power Producer
Energy Revenue
Energy revenue generated from the IPP segment was $185.2 million for the year ended December 31, 2024, an increase of $25.9 million, or 16.3%, compared to the same period for 2023, driven by the increased underlying electricity production from our operating renewable energy projects. PPA revenue is impacted by the underlying availability of the natural resource (i.e., wind or solar) and the underlying mix of operating assets by technology type. The Company's operating solar fleet generated $87.8 million of Energy revenue, an increase of $13.6 million, or 18.4%, and the Company's operating wind fleet generated $65.8 million of Energy revenue, an increase of $11.9 million, or 22.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The remaining PPA revenue generated during the period ended December 31, 2024 was primarily from biomass and battery storage assets. The increase in PPA revenue was primarily driven by additional assets being placed in operation (see statistics included herein) during and subsequent to the year ended December 31, 2023 and most notably due to increased production driven by the Company's three completed and fully reenergized wind repower projects. The then existing three wind assets were strategically taken offline in 2023 in order to repower them with new equipment that resulted in more efficient wind turbines in 2024 driving the increased energy production. The increase was also driven by a large wind asset that was under repair in 2023 and higher than expected wind resources for generation. The Company also recorded $28.3 million in REC and other incentive revenue for the year ended December 31, 2024, primarily from our operating solar fleet, which is included in Energy revenue on the Consolidated Statements of Operations.
The Company's operating solar fleet includes 346 operating assets comprising 1,249 MW of capacity as of December 31, 2024, an increase of 22 operating assets and 125 MW of capacity compared to the prior year period. Total production was 1.5 million MWh for the year ended December 31, 2024, an increase of 248.4 thousand MWh or 20% compared to the prior year period. The increase in production is primarily due to additional assets being placed in operation during and subsequent to the year ended December 31, 2023.
The Company's operating wind fleet includes 16 operating assets comprising 393 MW of capacity as of December 31, 2024, an increase of four MW of capacity compared to the prior year period. Total production was 1.2 million MWh for the year ended December 31, 2024, an increase of 258.2 thousand MWh or 26% compared to the prior year period. The increase in production is primarily due to the Company's three completed wind repower projects from 2023, where the then existing wind assets were retrofitted, resulting in more efficient wind turbines thus increasing production.
The table below provides summary statistics on the IPP fleet for the years ended December 31, 2024 and 2023:
Portfolio Metrics December 31, 2024 December 31, 2023 Change Change as %
Power production capacity of operating fleet at end of period
1.6 GW 1.5 GW 0.1 GW 8 %
Power-generating capacity of pre-operational fleet at end of period 1.5 GW 1.8 GW (0.3) GW (16) %
YTD total energy produced at end of period (MWh) 2,753,949 2,292,299 461,650 20 %
The following table presents the Company's production by asset type for the years ended December 31, 2024 and 2023:
For the years ended
December 31,
MWh by Technology 2024 2023 % Change
Solar 1,504,580 1,256,183 20 %
Wind 1,236,431 978,236 26 %
Biomass 12,938 57,880 (78) %
Total 2,753,949 2,292,299 20 %
Other Revenue - IPP
Other revenue from the IPP segment was $6.1 million for the year ended December 31, 2024, a decrease of $2.3 million, or 27.9%, compared to the same period for 2023. The decrease in Other revenue within the period is primarily related to a reduction in interest income from notes receivable held by the Company primarily due to the payoff of certain notes receivable in 2024.
Direct Operating Costs - IPP
For the years ended December 31,
(in thousands)
2024 2023 $ Change % Change
Operations and maintenance $ 62,343 $ 44,360 $ 17,983 40.5 %
Property taxes, insurance and site lease 33,006 27,282 5,724 21.0 %
Salaries and benefits, professional fees and other 12,632 20,269 (7,637) (37.7) %
Direct operating costs - IPP $ 107,981 $ 91,911 $ 16,070 17.5 %
Direct operating costs from the IPP segment were $108.0 million for the year ended December 31, 2024, an increase of $16.1 million, or 17.5%, compared to the same period for 2023. The increase in Direct operating costs within the period is primarily related to increased operating costs from additional assets being placed into operation during and subsequent to December 31, 2023, a settlement agreement with a third-party vendor resulting in forfeiture of advance deposits of $16.0 million due to the termination of the existing purchase contract in order to acquire the solar panels needed for our development and construction pipeline from a different vendor with significantly better economic proposition due to reduced expected cash outlays, and an increase of $3.1 million in lease expense due to the acquisition of the Cider assets in 2024. This was partially offset by lower direct operating costs for salaries and benefits, professional fees and other, which was primarily driven by lower professional fees, lower miscellaneous expense such as bad debt expense and lower operating costs related to EVCE due to bankruptcy filed in early 2024, as well as a gain from insurance proceeds from a damaged power transformer in the year ended December 31, 2024. Refer to Part II - Item 8 - Note 3. Acquisitions and Divestitures and Note 8. Property, Plant and Equipment in the Notes to the Consolidated Financial Statements for more information on the acquisition of the Cider assets, deconsolidation of EVCE and the gain from insurance proceeds, respectively.
General and administrative
General and administrative expense for the IPP segment was $15.2 million for the year ended December 31, 2024, an increase of $1.2 million, or 8.9%, compared to the same period for 2023. The increase in General and administrative expense is primarily related to an overall increase in salary and compensation related expenses for various functions providing support to the IPP segment.
Depreciation, amortization and accretion
Depreciation, amortization and accretion expense for the IPP segment was $73.8 million for the year ended December 31, 2024, a decrease of $42.7 million, or 36.7%, compared to the same period for 2023. The decrease was primarily related to additional accelerated depreciation of $51.9 million recorded in 2023 as the Company engaged in three wind repower projects in 2023 where the existing wind assets were taken offline while being retrofitted to be repowered. This decrease was partially offset by additional assets being depreciated as they were being placed into service during and subsequent to the year ended December 31, 2023.
Impairment of goodwill
Impairment of goodwill recorded for the IPP segment was $200.3 million for the year ended December 31, 2024. The Company completed the quantitative test to evaluate impairment of goodwill as of October 1, 2024. A discounted cash flow analysis (income approach) was utilized to determine the fair value of each reporting unit. Using the quantitative approach, the Company made various estimates and assumptions in determining the estimated fair value of each reporting unit. After the completion of the quantitative test, the Company fully impaired the goodwill and recognized an impairment of $221.3 million of which $200.3 million related to the IPP reporting unit. Refer to Part II - Item 8 - Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts in the Notes to the Consolidated Financial Statements for more information.
Impairment of long-lived assets
Impairment of long-lived assets, net and project termination costs from the IPP segment was $38.0 million for the year ended December 31, 2024 a decrease of $21.3 million or 35.8%, compared to the same period for 2023. The Company recognized an impairment of long-lived assets due to a change in state regulations that affected six projects for the year ended December 31, 2024. The Company recorded an impairment of $12.9 million during the year ended December 31, 2024 related to two development-stage projects due to the notice of termination of the PPAs by the offtaker in 2024. This was as a result of events of default for failure to meet existing contractual milestones under the applicable PPA contracts. Additionally, the Company recorded $13.6 million in project termination fees for termination charges for the same two development-stage projects. During the fourth quarter of 2024, the Company recognized impairment of long-lived assets of 5.4 million related to solar modules that were determined to be not recoverable.
In 2023, the Company impaired the long-lived assets of a certain renewable energy asset and, as such, recorded a charge of $59.3 million, of which $7.3 million was associated with the plant and equipment asset for the year ended December 31, 2023, and the remainder was associated with the favorable PPA contract. Refer to Part II - Item 8 - Note 8. Property, Plant and Equipment and Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts in the Notes to the Consolidated Financial Statements for more information.
Investment Management
Revenue
Revenue from the IM segment was $18.8 million for the year ended December 31, 2024, an increase of $5.3 million or 39.0%, compared to the same period for 2023. The increase in revenue within the period is primarily related to revenue earned from GREC II related to management and administrative fees as a result of the growth of assets under management at GREC II. Refer to Part II - Item 8 - Note 16. Related Parties in the Notes to the Consolidated Financial Statements for more information.
Direct Operating Costs - IM
Direct operating costs from the IM segment were $16.7 million for the year ended December 31, 2024, an increase of $3.0 million or 22.1%, compared to the same period for 2023. The increase in Direct operating costs within the period is primarily related to an overall increase in salary and compensation related expenses in the IM segment. Direct operating costs primarily consisted of the salary and compensation related expenses for the employees who raise capital and then invest it in renewable energy projects for the managed funds. Such expenses include marketing, other investor relations and legal costs associated with the IM segment.
General and administrative
General and administrative expense for the IM segment was $8.0 million for the year ended December 31, 2024, an increase of $4.3 million or 117.9%, compared to the same period for 2023. These expenses represent the indirect costs allocable to the IM segment and include primarily salary and compensation related expenses, professional service fees and other costs associated with the Company's overhead functions supporting such third-party funds. The increase in General and administrative expense is primarily related to an increase in salary and compensation related expenses for employees providing support to the IM segment as well as additional share-based compensation expense related to GDEV II incentive units. Refer to Part II - Item 8 - Note 19. Share-based Compensation in the Notes to the Consolidated Financial Statements for more information on GDEV II incentive fees.
Impairment of goodwill
Impairment of goodwill from the IM segment was $21.0 million for the year ended December 31, 2024. The Company completed the quantitative test to evaluate impairment of goodwill as of October 1, 2024. A discounted cash flow analysis (income approach) was utilized to determine the fair value of each reporting unit. Using the quantitative approach, the Company made various estimates and assumptions in determining the estimated fair value of each reporting unit. Management judgment was involved in estimating these variables, and they included uncertainties associated with forecasting future events. After the completion of the quantitative test, the Company fully impaired the goodwill and recognized an impairment of $221.3 million of which $21.0 million related to goodwill in the IM reporting unit. Refer to Part II - Item 8 - Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts in the Notes to the Consolidated Financial Statements for more information.
Impairment of long-lived assets, net and project termination costs
Impairment of long-lived assets, net and project termination costs from the IM segment was $50.4 million for the year ended December 31, 2024. During the fourth quarter of 2024, in conjunction with the quantitative test to evaluate impairment of goodwill described above, the Company also performed a quantitative test of the channel partner relationships and trademarks intangible assets and recognized an impairment in the IM reporting segment. After the completion of the quantitative test, the Company partially impaired the intangible assets and recognized an impairment of $50.4 million related to intangible assets in the IM reporting segment. The IM reporting segment recorded no impairment of long-lived assets in 2023. Refer to Part II - Item 8 - Note 9. Goodwill, Other Intangible Assets and Out-of-market Contracts in the Notes to the Consolidated Financial Statements for more information.
Corporate
General and administrative
General and administrative expense for Corporate was $29.3 million for the year ended December 31, 2024, a decrease of $13.6 million, or 31.8%, compared to the same period for 2023. The decrease in General and administrative expense primarily related to reversed stock compensation expense of $10.6 million associated with the related EO Awards. This reversal was in conjunction with the decrease in fair value of the Company's contingent consideration liability related to the Earnout Shares since the Company does not expect the remaining Earnout Shares to become participating. Refer to Part II - Item 8 - Note 19. Share-based Compensation in the Notes to the Consolidated Financial Statements for more information.
Change in fair value of contingent consideration
Change in fair value of contingent consideration for corporate was a favorable change of $39.3 million for the year ended December 31, 2024, compared to $0.6 million for the same period for 2023. This increase is driven by a reduction in the Company's contingent consideration liability related to the Earnout Shares as the Company does not expect the remaining Earnout Shares to become participating. Refer to Part II - Item 8 - Note 18. Equity in the Notes to the Consolidated Financial Statements for more information.
Non-operating income and expense
Interest expense, net
Interest expense, net was $7.6 million for the year ended December 31, 2024, compared to $20.3 million for the same period for 2023. The decrease is primarily driven by an increase in the favorable changes in fair value of our interest rate swaps, offset by an increase in interest expense related to our sale-leaseback financings entered into during and subsequent to December 31, 2023. Refer to Part II - Item 8 - Note 11. Debt and Note 12. Derivative Instruments in the Notes to the Consolidated Financial Statements for more information.
Change in fair value of investments, net
Change in fair value of investments, net was a loss of $14.7 million for the year ended December 31, 2024, compared to a gain of $0.9 million in the same period for 2023. The change is primarily driven by the decrease in fair value of the Company's investments, primarily due to a decrease in fair value of the Company's investment in Aurora Solar of $12.6 million as a result of decreased forecasted capacity revenue as well as decreases in the fair value of its investments in OYA and GDEV I, partially offset by an increase in fair value of the Company's GDEV II investment. Refer to Part II - Item 8 - Note 6. Fair Value Measurements and Investments in the Notes to the Consolidated Financial Statements for more information.
Income from sale-leaseback transfer of tax benefits
The Company recorded Income from sale-leaseback transfer of tax benefits of $22.8 million for the year ended December 31, 2024. The income is primarily driven by the recognition of deferred income from the transfer of tax credits related to two of the Company's sale leaseback financings. The Company will recognize deferred income over the first five anniversary dates of each sale leaseback transaction, corresponding to the five-year recapture period. Since the Company first entered into these transactions in 2023, there was no such income recorded in the prior year period. Refer to Part II - Item 8 - Note 2. Significant Accounting Policies and Note 11. Debt in the Notes to the Consolidated Financial Statements for more information.
Benefit (expense) from income taxes
Benefit (expense) from income taxes was a benefit of $19.4 million for the year ended December 31, 2024, compared to $21.5 million for the same period for 2023, driven by a decrease in taxable loss.
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests was $63.6 million for the year ended December 31, 2024 compared to $96.1 million for the same period for 2023. The decrease is primarily related to a decrease in the allocation of nonrecurring tax benefits generated at certain tax equity partnerships to the respective tax equity partners.
Non-GAAP Financial Measures
This annual 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;
•The change in fair value of contingent consideration, which is related to the Acquisition, is excluded from Adjusted EBITDA, if any such change occurs during the period. The non-cash, mark-to-market adjustments are based on the expected achievement of revenue targets that are difficult to forecast and can be variable, making comparisons across historical and future quarters difficult to evaluate;
•Start-up 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 income (loss) attributable to Greenbacker Renewable Energy Company LLC to Adjusted EBITDA and FFO:
For the years ended December 31,
(in thousands)
2025 2024 2023
Net income (loss) attributable to Greenbacker Renewable Energy Company LLC $ (194,645) $ (242,300) $ (79,471)
Add back or (deduct) the following:
Net income (loss) attributable to noncontrolling interests and redeemable noncontrolling interests (20,244) (63,609) (96,116)
(Benefit) expense from income taxes (8,124) (19,378) (21,548)
Interest (income) expense, net 79,892 7,612 20,328
Depreciation, amortization and accretion(1)
88,689 97,056 134,647
EBITDA $ (54,432) $ (220,619) $ (42,160)
Add back or (deduct) the following:
Share-based compensation expense 10,805 378 11,248
Change in fair value of contingent consideration (300) (39,348) (603)
Change in fair value of investments, net 5,380 14,701 (932)
Income from sale-leaseback transfer of tax benefits
(32,951) (22,764) -
(Gain) loss on liability extinguishment (15,417) - -
Other expense (income), net
2,624 (2,436) 267
(Gain) loss on deconsolidation, net - (5,622) -
Loss (gain) on asset disposition(2)
94,741 12,932 -
Impairment of goodwill - 221,314 -
Impairment of long-lived assets, net and termination costs 46,846 88,410 59,294
Non-recurring professional services and legal fees 7,636 8,654 3,388
Non-recurring salaries and personnel related expenses(3)
7,109 4,150 1,250
Adjusted EBITDA $ 72,041 $ 59,750 $ 31,752
Cash portion of interest expense (36,454) (30,217) (27,473)
Distributions to tax equity investors(4)
(17,445) (18,848) (15,748)
FFO $ 18,142 $ 10,685 $ (11,469)
(1)Includes contract amortization, net in the amount of $7.4 million, $14.3 million and $8.1 million for the years ended December 31, 2025, 2024 and 2023, 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)Includes (gains) losses on certain lease terminations included in Direct operating costs on the Consolidated Statements of Operations.
(3)Non-recurring salaries and personnel related expenses include start-up 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 start-up costs as incurred. Non-recurring salaries and personnel related expenses also include placement fees, including internal sales commission.
(4)Does not include ITC sales proceeds distributed to noncontrolling interests.
Liquidity and Capital Resources
Overview
The Company's primary sources of liquidity are its existing cash and cash equivalents balances, cash flows from operations and 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 (including property and equipment).
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, all of which may require short-term funding. The Company's long-term liquidity needs consist primarily of funds necessary to repay debt and other financing obligations, and to acquire, construct and develop renewable energy and energy efficiency projects.
The Company's primary sources of financing include corporate-level credit facilities or other secured and unsecured borrowings and the issuance of additional equity and debt securities as appropriate given market conditions. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, tax equity bridge loans, tax credit transfer bridge loans, property mortgages, letters of credit, lease and sale and leaseback transactions, and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, other sources of capital may include tax equity financings, sale of tax credits, governmental grant proceeds, and proceeds from sales of assets and capital returns from investments. There can be no guarantee, however, that financing will be available on acceptable terms or at all.
Tax Equity Investors are passive investors which could be financial institutions, insurance companies or corporations, contribute capital based on construction milestones in exchange for a share of the tax credits (and other tax benefits such as accelerated depreciation) and cash flows generated by a qualifying physical investment. Initially, the tax equity investor receives substantially all of the non-cash value attributable to the renewable energy systems and energy storage systems, which includes accelerated depreciation and Section 45Y ITCs or Section 48E PTC; and generally between 10%-20% of the cash generated by the asset. These allocations then flip once certain time- or yield-based milestones are met. Time-based flips occur on a set date after a five-year recapture period while yield-based flips occur after the tax equity investor achieves a specified return typically on an after-tax basis, which may last longer than expected if the portfolio company's energy projects perform below our expectations. After the flip occurs, we receive substantially all of the remaining cash and tax allocations.
As of December 31, 2025 and December 31, 2024, the Company had $66.6 million and $120.1 million, respectively, in Cash and cash equivalents and $18.6 million and $38.4 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.
We remain focused on maintaining liquidity and financial flexibility and continue to monitor the capital and credit markets and the Company's ability to finance the needs of its operating, financing and investment activity within the dictates of prudent balance sheet management. The Company suspended the payment of shareholder distributions in 2024 effective immediately after the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP. Earlier, the Company suspended SRP effective September 23, 2023 (except with respect to repurchase requests made in connection with the death, qualifying disability or determination of incompetence of a shareholder), to maintain the liquidity and capital resources to execute the Company's broader business strategy.
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 titled Part I - Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Debt Outstanding
We supplement our equity capital through the use of prudent levels of borrowings both at the corporate level and the project level. The Fifth Operating Agreement does not impose limitations on the amount of borrowings we may employ either at the corporate level or the project level. As of December 31, 2025 and December 31, 2024, the Company had $1.3 billion and $1.1 billion, respectively, in outstanding debt. The Company has $225.9 million of revolver capacity available to draw on its existing debt facilities as of December 31, 2025. 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 3.37% as of December 31, 2025.
As of December 31, 2025, the Company's net leverage ratio met the requirement for the borrowings as defined in the terms of the credit facilities. Refer to Part II - Item 8 - Note 11. Debt in the Notes to the Consolidated Financial Statements for more information.
Changes in Cash Flows
The following table shows cash flows from operating, investing and financing activities for the Company for the years ended December 31, 2025 and 2024:
For the years ended December 31,
(in thousands)
2025 2024
Net cash provided by operating activities $ 43,640 $ 67,475
Net cash used in investing activities (279,439) (210,601)
Net cash provided by financing activities 161,554 117,039
Net decrease in Cash, cash equivalents and Restricted cash $ (74,245) $ (26,087)
Operating Activities
Net cash provided by operating activities was $43.6 million for the year ended December 31, 2025, a decrease of $23.8 million, compared to $67.5 million for the year ended December 31, 2024. The decrease in cash provided by operating was primarily attributable to the absence of $52.6 million of cash proceeds received in the prior-year period in connection with the termination of certain interest rate swaps. The decrease was further driven by unfavorable changes in working capital, including decreases in accounts payable and accrued expenses, increases in accounts receivable, and increases in other current and noncurrent assets. These decreases were partially offset by a reduction in other current and noncurrent liabilities, primarily related to the transfer of tax credits during the year ended December 31, 2025.
Investing Activities
Net cash used in investing activities was $279.4 million for the year ended December 31, 2025, an increase in cash used of $68.8 million, compared to $210.6 million for the year ended December 31, 2024. The increase in net cash used in investing activities is primarily due to an increase in payments made for ongoing construction projects of $520.7 million during the year ended December 31, 2025, primarily related to Cider as well as certain other pre-operating solar and battery fleet projects. This was partially offset by cash proceeds of $237.4 million primarily from the sale of Dogwood Manager LLC and Celadon Manager LLC and assets of GREC EH Holdco, insurance proceeds for damaged equipment due to fire, and return of capital from GDEV OYA Lender.
Financing Activities
Net cash provided by financing activities was $161.6 million for the year ended December 31, 2025, an increase of $44.5 million, compared to $117.0 million for the year ended December 31, 2024. The increase in net cash provided by financing activities was primarily due to an increase in cash proceeds on borrowings of $267.9 million, decrease in payments on borrowings of $164.5 million, and a decrease in shareholder distributions of $37.2 million due to the suspension of the Company's DRP in 2024. This was offset by a decrease in net proceeds from sale-leaseback transactions of $25.8 million for the Company's sale-leaseback arrangements entered into in 2024, lower contributions from noncontrolling interests of $54.5 million and higher distributions to non-controlling interests of $46.3 million.
The following table shows cash flows from operating, investing and financing activities for the Company for the years ended December 31, 2024 and 2023:
For the years ended December 31,
(in thousands)
2024 2023
Net cash provided by operating activities $ 67,475 $ 62,401
Net cash used in investing activities (210,601) (323,179)
Net cash provided by financing activities 117,039 257,755
Net decrease in cash, cash equivalents and restricted cash $ (26,087) $ (3,023)
Operating Activities
Net cash provided by operating activities was $67.5 million for the year ended December 31, 2024, an increase of $5.1 million, compared to the same period for 2023. Excluding the impact of non-cash items, the net cash provided by operating activities was primarily due to a decrease in working capital of $70.2 million, primarily driven by the receipt of $55.2 million related to the partial and full termination of certain interest rate swaps, an increase in accounts payable and accrued expenses, and a decrease in other current and noncurrent assets, partially offset by an increase in accounts receivable.
Investing Activities
Net cash used in investing activities was $210.6 million for the year ended December 31, 2024, a decrease in cash used of $112.6 million, compared to the same period for 2023. The decrease in net cash used in investing activities was primarily due to a reduction in payments made for ongoing construction projects of $72.8 million related to our solar and wind fleet as pre-operating projects reached COD, an increase of $36.6 million related to receipt of cash proceeds from the sale of Illinois Winds LLC, and an increase in receipts from notes receivable of $15.5 million. This was partially offset by additional loans made to Cider and OYA of $19.7 million.
Financing Activities
Net cash provided by financing activities was $117.0 million for the year ended December 31, 2024, a decrease of $140.7 million, compared to the same period for 2023. The decrease in net cash provided by financing activities is primarily due to a decrease in cash proceeds from sale-leaseback transactions of $129.5 million as the Company received $241.0 million of cash proceeds in fiscal 2024 compared to $111.5 million in fiscal 2023 related to the sale-leaseback financing arrangement. The Company also made payments of $87.1 million in fiscal 2024 related to the sale-leaseback financing arrangement and nil in fiscal 2023. Additionally, the decrease in net cash provided by financing activities is due to lesser contributions from noncontrolling interests of $34.7 million, additional payments of $23.3 million for loan origination costs and lesser proceeds on borrowings of $21.0 million. This was partially offset by a decrease in cash paid for repurchases of common shares and shareholder distributions and repurchases of $76.3 million and $50.4 million, respectively, due to the suspension of the Company's SRP and DRP. Additionally, the Company had a decrease in cash repaid of $31.6 million on borrowings for the year ended December 31, 2024, compared to the prior year period.
Contractual Obligations
The Company has a variety of contractual obligations and commitments, both short-term and long-term in nature. The following table summarizes the Company's contractual obligations related to debt and leases. Refer to Part II - Item 8 - Note 11. Debt and Note 15. Commitments and Contingencies in the Notes to the Consolidated Financial Statements for more information.
By Remaining Maturity at December 31,
2025
Under Over
(in thousands) 1 Year 1-3 Years 3-5 Years 5 Years
Total
Long-term debt $ 28,610 $ 738,234 $ 200,305 $ 331,463 $ 1,298,612
Operating leases 10,822 24,713 22,839 410,823 469,197
Total $ 39,432 $ 762,947 $ 223,144 $ 742,286 $ 1,767,809
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 II - Item 8 - Note 5. Variable Interest Entities, Note 14. Income Taxes and Note 15. Commitments and Contingencies in the Notes to the Consolidated Financial Statements for more information.
Distributions
The Company suspended the payment of shareholder distributions in 2024 effective immediately after the distribution payment on May 1, 2024. In connection with suspending shareholder distributions, the Company also suspended the DRP, which was offered to shareholders who could elect to have the full amount of cash distributions reinvested in additional shares. Cash distributions prior to the suspension of the distribution payment were funded from cash on hand and other external financings.
Subject to the Board of Directors' review and approval and applicable legal restrictions, if authorized and declared, distributions will be made on all classes of our shares at the same time. The cash distributions with respect to the Class C, P-S and P-T shares are lower than the cash distributions with respect to Class A, I, P-A, P-I and P-D shares because of the distribution fee relating to Class C, P-S and P-T shares, which will be allocated as a class-specific charge. Amounts distributed to each class will be allocated among the holders of our shares in such class in proportion to their shares. When and if authorized and declared, each shareholder's specific distribution amount is calculated using record and declaration dates, and each member's distributions begin to accrue on the date each member's subscription for shares is accepted. However, the Company can make no assurances as to whether it will recommence the distribution payment or the timing or terms of such commencement.
Share Repurchase Program
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. 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. As a result of the suspension of the SRP, the Company will not accept or otherwise process any additional repurchase requests (except as noted below) 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.
Pursuant to the SRP, the Company conducted 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 current MSV calculated by the Company for that class of shares. The SRP includes numerous restrictions that limited a shareholder's ability to sell shares. At the sole discretion of the Board of Directors, the Company may 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 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 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.
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 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.
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 II - Item 8 - Note 5. Variable Interest Entities, Note 15. Commitments and Contingencies and Note 17. Noncontrolling Interests and Redeemable Noncontrolling Interests in the Notes to the Consolidated Financial Statements in this Annual Report for further details.
Critical Accounting Policies and Estimates
The Company's discussion and analysis of its financial condition and results of operations is based upon its Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements involves the use of estimates and assumptions by management, which affects the amounts reported in the Consolidated Financial Statements and accompanying notes. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, current business factors, future expectations and various other assumptions believed to be reasonable under the circumstances, all of which are necessary in order to form a basis for determining the carrying values of assets and liabilities. On an ongoing basis, the Company evaluates these estimates, utilizing historic experience, consultation with experts and other methods the Company considers reasonable. Actual results may differ substantially from the Company's estimates. Any effects on the Company's business, financial position or results of operations resulting from revisions to these estimates are recorded in the period in which the information that gives rise to the revision becomes known. The Company identifies its most critical accounting policies as those that are the most pervasive and important to the portrayal of the Company's financial position and results of operations, and that require the most difficult, subjective and/or complex judgments by management regarding estimates about matters that are inherently uncertain. The Company's critical accounting policies include income taxes and valuation allowance for deferred tax assets, accounting utilizing HLBV, acquisition accounting and the impairment assessment of long-lived assets and intangibles.
For a complete description of the Company's significant accounting policies, see Part II - Item 8 - Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements. The following policies and account descriptions include all those identified by the Company as critical to its business operations and the understanding of its results of operations:
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 ("ASC 970"), and applies the HLBV method of reporting. Under the HLBV method, the amounts of income and loss attributed to the NCI reflect the changes in the amounts the third parties would hypothetically receive at each balance sheet date based on the liquidation provisions of the respective partnership agreements. HLBV assumes that the proceeds available for distribution are equivalent to the unadjusted, stand-alone net assets of each respective partnership, as determined under U.S. GAAP. The third-party noncontrolling interests in the Consolidated 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.
Acquisitions
For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used in accordance with ASC Topic 805, Business Combinations ("ASC 805"). The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on the fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair value of the identifiable net assets acquired is allocated to goodwill. These fair value determinations require judgment and involve the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, implied rate of return and weighted average cost of capital, asset lives and market multiples, among other items. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. Asset acquisitions are measured based on the cost to the Company, including transaction costs. Asset acquisition costs, or the consideration transferred by the Company, are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. The cost of an asset acquisition is allocated to the assets acquired based on their relative estimated fair values. Goodwill is not recognized in an asset acquisition.
The Company records contingent consideration related to its asset acquisitions when it is both probable that the Company will be required to pay such amounts and the amount is estimable. These contingencies generally relate to payments due upon the acquired projects reaching milestones as specified in the acquisition agreements. As of December 31, 2025 and 2024, the Company has recorded a liability of $1.3 million and $15.3 million, respectively, within Contingent consideration, current on the Consolidated Balance Sheets related to these agreements.
Income Taxes and Valuation Allowance for Deferred Tax Assets
The Company intends to operate such that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code ("IRC"). 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 IRC and 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 are subject to federal, state, provincial, local and foreign income taxes in the jurisdictions in which it operates.
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 nonrefundable PTCs are recognized as reductions to current income tax expense, unless limited by tax law, in which instance they are recognized as deferred tax assets with a carry forward period of 22 years. The Company recognizes ITCs as a reduction to income tax expense when the related energy property is placed into service.
In determining whether a valuation allowance is required for deferred tax assets, the Company must assess whether it believes it is more likely than not that the results of future operations will generate sufficient taxable income which includes the future reversal of existing taxable temporary differences to realize deferred tax assets. The Company considers the timing and future realization of net deferred tax assets, the profit before tax generated in recent years as well as projections of future earnings and estimates of taxable income in arriving at this conclusion. The realization of deferred tax assets is primarily dependent upon earnings in federal and various state and local jurisdictions. Judgment is also required to continually assess changing tax regulations, interpretations and new legislation to determine the impact on the Company's tax position.
Impairment of Long-Lived Assets and Intangible Assets
In accordance with ASC Topic 360, Property, Plant, and Equipment ("ASC 360"), 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 is 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.
Recently Issued Accounting Pronouncements
Refer to Part II - Item 8 - Note 2. Significant Accounting Policies in the Notes to the Consolidated Financial Statements in this Annual Report for a discussion of recent accounting pronouncements and recently issued accounting pronouncements adopted and not yet adopted.
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