UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

(Mark One)

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 333-178786-01

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware		80-0872648
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

 

369 Lexington Avenue, Suite 312
New York, NY 10017

Tel (646) 237-7884

(Address, including zip code and telephone number, including area code, of registrants Principal Executive Office)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x    (Do not check if a smaller reporting company)	Smaller reporting company	¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨    No x

 

As of August 4, 2015, the registrant had 3,504,408 shares of common stock, $0.001 par value, outstanding.

 

 

TABLE OF CONTENTS

 

				PAGE
PART I.		FINANCIAL INFORMATION
Item 1.		Financial Statements		3
		Consolidated Statements of Assets and Liabilities as of June 30, 2015 (unaudited) and December 31, 2014		3
		Consolidated Statements of Operations for the three and six months ended June 30, 2015 and for the period ended June 30, 2014 (unaudited)		4
		Consolidated Statements of Net Assets for the six months ended June 30, 2015 (unaudited)		5
		Consolidated Statements of Cash Flows for the six months ended June 30, 2015 and for the period ended June 30, 2014 (unaudited)		6
		Consolidated Schedules of Investments as of June 30, 2015 (unaudited) and December 31, 2014		7
		Notes to Consolidated Financial Statements (unaudited)		9
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		39
Item 4.		Controls and Procedures		40
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings		40
Item 1A.		Risk Factors		41
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		41
Item 3.		Defaults upon Senior Securities		41
Item 4.		Mine Safety Disclosures		41
Item 5.		Other Information		41
Item 6.		Exhibits		41
Signatures				42

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 

		June 30, 2015				December 31, 2014
		(unaudited)
ASSETS
Investments, at fair value (cost of $16,948,136 and $2,688,136, respectively)		$	17,336,595			$	2,737,501
Cash and cash equivalents			8,198,859				7,567,061
Shareholder receivable			163,416				274,098
Receivable from advisor for capital contribution			-				193,000
Due from advisor, net			18,070				49,291
Other assets			8,900				1,186
Total assets		$	25,725,840			$	10,822,137
LIABILITIES
Management fee payable		$	38,768			$	15,114
Accounts payable and accrued expenses			222,062				237,548
Shareholder distributions payable			69,502				56,820
Total liabilities		$	330,332			$	309,482
Commitments and contingencies (See Note 2, Note 5 and Note 8)
MEMBERS’ EQUITY (NET ASSETS)
Preferred stock, par value, $.001 per share, 50,000,000 authorized, none issued and outstanding			-				-
Common stock, par value, $.001 per share, 350,000,000 authorized; 2,978,512 and 1,236,345 shares issued and outstanding, respectively			2,979				1,236
Paid-in capital in excess of par value			25,506,824				10,609,460
Capital contribution from advisor			193,000				193,000
Accumulated deficit			(695,754	)			(340,406	)
Net unrealized appreciation on investments and foreign currency translation			310,794				39,519
Total common stockholders’ equity			25,317,843				10,502,809
Special unitholder’s equity			77,665				9,846
Total members’ equity (net assets)			25,395,508				10,512,655
Total liabilities and equity (net assets)		$	25,725,840			$	10,822,137
Net assets, Class A (shares outstanding of 2,257,786 and 1,097,844, respectively)		$	19,191,554			$	9,326,240
Net assets, Class C (shares outstanding of 154,167 and 84,964, respectively)			1,310,447				721,773
Net assets, Class I (shares outstanding of 566,559 and 53,537, respectively)			4,815,842				454,796
Total common stockholders’ equity		$	25,317,843			$	10,502,809

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited)

 

		For the three months ended June 30, 2015				For the six months ended June 30, 2015				For the period from Commencement of Operations (April 25, 2014) through June 30, 2014
Investment income:
Dividend income		$	632,500			$	690,000			$	-
Interest income			1,146				1,861				80
Total investment income		$	633,646			$	691,861			$	80
Operating expenses:
Management fee expense			102,020				164,303				10,147
General and administration expenses			64,245				94,944				23,827
Audit expense			56,964				110,162				41,944
Insurance expense			22,514				44,592				18,482
Directors fees and expenses			23,501				46,751				22,887
Organizational expenses			50,073				75,075				27,665
Legal expenses			77,447				89,578				-
Other expenses			20,102				33,188				22,717
Operating expenses before expense waiver and reimbursement			416,866				658,593				167,669
Pre-operating expenses			-				-				222,734
Waiver of management fees			-				-				(10,147	)
Expense reimbursement from advisor			(117,137	)			(182,166	)			(326,712	)
Total expenses, net of expense waiver and reimbursement			299,729				476,427				53,544
Net investment income (loss)			333,917				215,434				(53,464	)
Net change in realized and unrealized gain (loss) on investments and foreign currency translation:
Net change in unrealized appreciation (depreciation) on investments and translation of assets and liabilities denominated in foreign currencies			(46,396	)			339,094				-
Net increase (decrease) in net assets resulting from operations			287,521				554,528				(53,464	)
Net increase (decrease) in net assets attributed to special unitholder			9,280				(67,819	)			-
Net increase (decrease) in net assets attributed to common stockholders		$	296,801			$	486,709			$	(53,464	)
Common stock per share information —basic and diluted:
Net investment income (loss)		$	0.14			$	0.11			$	(0.19	)
Net increase (decrease) in net assets attributed to common stockholders		$	0.12			$	0.25			$	(0.19	)
Weighted average common shares outstanding			2,383,753				1,931,513				279,816

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

For the six months ended June 30, 2015

(unaudited)

 

		Common Stockholders
		Shares				Par Value				Paid-in Capital in excess of par value				Captial contribution from advisor				Accumulated deficit				Accumulated unrealized appreciation on investments and foreign currency translation				Common stockholders' equity				Special unitholder				Total members' equity (net assets)
Balances at December 31, 2014			1,236,345			$	1,236			$	10,609,460			$	193,000			$	(340,406	)		$	39,519			$	10,502,809			$	9,846			$	10,512,655
Proceeds from issuance of common stock			1,712,426				1,713				15,452,990				-				-				-				15,454,703				-				15,454,703
Issuance of Common Stock under distribution reinvestment plan			29,741				30				268,382				-				-				-				268,412				-				268,412
Offering costs			-				-				(824,008	)			-				-				-				(824,008	)			-				(824,008	)
Shareholder distributions			-				-				-				-				(570,782	)			-				(570,782	)			-				(570,782	)
Net investment income			-				-				-				-				215,434				-				215,434				-				215,434
Net unrealized appreciation on investments and foreign currency translation			-				-				-				-				-				271,275				271,275				67,819				339,094
Balances at June 30, 2015			2,978,512			$	2,979			$	25,506,824			$	193,000			$	(695,754	)		$	310,794			$	25,317,843			$	77,665			$	25,395,508

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

 

 

		For the six months ended June 30, 2015				For the period from Commencement of Operations (April 25, 2014) through June 30, 2014
Operating activities:
Net increase (decrease) in net assets from operations		$	554,528			$	(53,464	)
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Purchase of investments			(14,260,000	)			-
Purchase of investments - money market			-				(2,890,774	)
Repayments of investments - money market			-				72,774
Net unrealized appreciation on investments and foreign currency translation			(339,094	)			-
(Increase) decrease in other assets:
Due from advisor			(21,911	)			(284,138	)
Other assets			(7,714	)			(25,927	)
Increase (decrease) in other liabilities:
Management fee payable			23,654				-
Accounts payable and accrued expenses			(15,486	)			93,505
Net cash used in operating activities			(14,066,023	)			(3,088,024	)
Financing activities:
Proceeds from issuance of shares of common stock, net			15,539,477				2,859,360
Distributions paid			(263,780	)			-
Offering costs			(824,008	)			(298,696	)
Redemption of shares of common stock, net			-				(1,000	)
Due to advisor re:
Offering costs			53,132				326,360
Proceeds from capital contribution from advisor			193,000				-
Net cash provided by financing activities			14,697,821				2,886,024
Net increase (decrease) in cash and cash equivalents			631,798				(202,000	)
Cash and cash equivalents, beginning of period			7,567,061				202,000
Cash and cash equivalents, end of period		$	8,198,859			$	-
Supplemental disclosure of cash flow information:
Shareholder distribution payable		$	69,502			$	-
Shareholder distributions reinvested in common stock		$	268,412			$	-
Non cash financial activities
Shareholder receivable from sale of common stock		$	163,416			$	-

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2015

(unaudited)

 

Investments		Industry		Shares or Principal Amount		Cost				Fair Value				Percentage of Net Assets (a)
United States:
Limited Liability Company Member Interests - Not readily marketable
Sunny Mountain Portfolio		Alternative Energy - Solar		100% Ownership		$	920,000			$	1,298,815				5.1	%
Green Maple Portfolio		Alternative Energy - Solar		100% Ownership			4,050,000				4,045,358				15.9	%
East to West Solar Portfolio		Alternative Energy - Solar		100% Ownership			10,900,000				10,850,888				42.8	%
Total United States Investments: 63.8%						$	15,870,000			$	16,195,061				63.8	%
Canada:
Capital Stock - Not readily marketable
Canadian Northern Lights Portfolio		Alternative Energy - Solar		100% Ownership		$	1,078,136			$	1,141,534				4.5	%
Total Canadian Investments: 4.5%						$	1,078,136			$	1,141,534				4.5	%
INVESTMENTS: 68.3%						$	16,948,136			$	17,336,595				68.3	%
OTHER ASSETS IN EXCESS OF LIABILITIES: 31.7%											8,058,913				31.7	%
TOTAL NET ASSETS: 100.0%										$	25,395,508				100.0	%

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2014

 

Investments		Industry		Shares or Principal Amount		Cost				Fair Value				Percentage of Net Assets (a)
United States:
Limited Liability Company Member Interests — Not readily marketable
Sunny Mountain Portfolio		Alternative Energy - Solar		100% Ownership		$	920,000			$	989,115				9.4	%
Green Maple Portfolio		Alternative Energy - Solar		100% Ownership		$	700,000			$	699,677				6.6	%
Total United States investments: 16.0%						$	1,620,000			$	1,688,792				16.0	%
Canada:
Capital Stock — Not readily marketable
Canadian Northern Lights Portfolio		Alternative Energy - Solar		100% Ownership		$	1,068,136			$	1,048,709				10.0	%
Total Canadian investments: 10.0%						$	1,068,136			$	1,048,709				10.0	%
INVESTMENTS: 26.0%						$	2,688,136			$	2,737,501				26.0	%
OTHER ASSETS IN EXCESS OF LIABILITIES: 74.0%											7,775,154				74.0	%
TOTAL NET ASSETS: 100.0%										$	10,512,655				100.0	%

 

(a)

Percentages are based on net assets of $10,512,655 as of December 31, 2014.

 

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

 

 

GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY

CONSOLIDATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015 (Unaudited) and December 31, 2014

 

Note 1. Organization and Operations of the Company

 

Greenbacker Renewable Energy Company LLC (the “LLC”), a Delaware limited liability company, is an externally managed energy company that acquires and manages income-generating renewable energy and energy efficiency projects, and other energy-related businesses, as well as finances the construction and/or operation of these and sustainable development projects and businesses. The LLC conducts substantially all of its operations through its wholly-owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”). GREC is a Maryland corporation formed in November 2011 and the LLC currently holds all of the outstanding shares of capital stock of GREC. The LLC and GREC (collectively “we”, “us”, “our”, and the “company”) are externally managed and advised by Greenbacker Capital Management LLC (the “advisor” or “GCM”), a renewable energy, energy efficiency and sustainability related project acquisition, consulting and development company. The LLC’s fiscal year end is December 31.

 

The company is offering up to $1,500,000,000 in shares of limited liability company interests, or the shares, including up to $250,000,000 pursuant to the distribution reinvestment plan, on a “best efforts” basis through SC Distributors, LLC, the dealer manager, meaning it is not required to sell any specific number or dollar amount of shares. The company is publicly offering three classes of shares: Class A shares, Class C shares and Class I shares in any combination with a dollar value up to the maximum offering amount. The share classes have different selling commissions, dealer manager fees and there is an ongoing distribution fee with respect to Class C shares. The company has adopted a distribution reinvestment plan pursuant to which a shareholder may elect to have the full amount of cash distributions reinvested in additional shares. The company reserves the right to reallocate the shares offered between Class A, Class C and Class I shares and between this offering and the distribution reinvestment plan.

 

On March 28, 2014, the company met the initial offering requirement of $2,000,000 and on April 25, 2014 held the initial closing. Since the initial closing and through June 30, 2015, the company has been selling shares on a continuous basis at a price of $10.00 per Class A share, $9.576 per Class C share and $9.186 per Class I share. Management considers the breaking of escrow in conjunction with the initial closing to be the beginning of the company’s operations. Accordingly, the Statement of Operations and Cash Flows for the period ended June 30, 2014 are presented for the period April 25, 2014 (commencement of operations) through June 30, 2014. Commencing on June 30, 2014, which was the first full quarter after the minimum offering requirement was satisfied, and each quarter thereafter, our advisor, utilizing the services of an independent valuation firm when necessary, reviews and approves the net asset value for each class of shares, subject to the oversight of the company’s board of directors. The company expects such determination will ordinarily be made within 30 days after each such completed fiscal quarter. To the extent that the net asset value per share on the most recent valuation date increases above or decreases below the net proceeds per share, the company will adjust the offering prices of all classes of shares. The adjustments to the per share offering prices, which will become effective five business days after such determination is published, will ensure that after the effective date of the new offering prices, the offering prices per share, after deduction of selling commissions, dealer manager fees and organization and offering expenses, are not above or below net asset value per share as of the most recent valuation date. The purchase price per share to be paid by each investor will be equal to the price that is in effect on the date such investor submits his or her completed subscription agreement to the dealer manager. Commencing on June 30, 2014, the shares have been offered in the primary offering at a price based on the most recent valuation, plus related selling commissions, dealer manager fees and organization and offering expenses. Five days after the completion of each quarter end valuation, shares will be offered pursuant to the distribution reinvestment plan at a price equal to the current offering price per each class of shares, less the sales selling commissions and dealer manager fees associated with that class of shares in the primary offering.

 

An inability to raise substantial funds would increase our fixed operating expenses as a percentage of investment income, and our ability to make distributions could be adversely affected. If we are unable to raise substantially more than the minimum offering proceeds, we will be thinly capitalized, our flexibility to implement the company’s business plans may be adversely affected and would result in minimal, if any, diversification in the company’s investments.

 

As of June 30, 2015, the company has issued 21,237 Class A shares to its advisor and 179,617 Class A shares to an affiliate of the advisor. As of December 31, 2014, the company has issued 20,550 Class A shares to its advisor and 173,809 Class A shares to an affiliate of its advisor. On April 25, 2014 (Commencement of Operations), 100 Class A shares were redeemed by an affiliate of the advisor.

 

We have initially focused on solar energy and wind energy projects as well as energy efficiency projects. We believe solar energy projects generally offer more predictable power generation characteristics, due to the relative predictability of sunlight over the course of time compared to other renewable energy classes and therefore we expect they will provide more stable income streams. However, technological advances in wind turbines and other energy generation technologies, as well as government incentives make wind energy and other types of projects attractive as well. Solar energy projects provide maximum energy production during the middle of the day and in the summer months when days are longer and nights shorter. Generally, the demand for power in the United States tends to be higher at those times due to the use of air conditioning and as a result energy prices tend to be higher. Solar energy projects tend to have minimal environmental impact enabling such projects to be developed close to areas of dense population where electricity demand is highest. Solar technology is scalable and well-established and it is a relatively simple process to integrate new acquisitions and projects into our portfolio. Over time, we expect to broaden our strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include wind farms, hydropower assets, geothermal plants, biomass and biofuel assets, combined heat and power technology assets, fuel cell assets and other energy efficiency assets, among others, and to the extent we deem the opportunity attractive, other energy and sustainability related assets and businesses.

 

 

As of June 30, 2015, the company has made investments in the Sunny Mountain Portfolio, Canadian Northern Lights Portfolio, Green Maple Portfolio, and the East to West Solar Portfolio (See Note 3).

 

Note 2. Significant Accounting

 

Policies Basis of Presentation

 

The company’s consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions, and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties, and other contingencies. The consolidated financial statements of the company include the accounts of the LLC and its consolidated subsidiary, GREC. All intercompany accounts and transactions have been eliminated.

 

The company’s consolidated financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. The company plans to carry liabilities at amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its liabilities at fair value. Net assets will be calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

 

The financial information associated with the June 30, 2015 consolidated financial statements has been prepared by management and, in the opinion of management, contains all adjustments and eliminations, consisting of only normal recurring adjustments, necessary for a fair presentation in accordance with GAAP. The June 30, 2015 financial information has not been audited by the independent registered public accounting firm and they do not express an opinion thereon.

 

Cash and Cash Equivalents

 

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

 

The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Short-term investments that are cash equivalents are stated at cost, which approximates fair value. There are no restrictions on the use of the company’s cash as of June 30, 2015 and December 31, 2014.

 

Foreign Currency Translation

 

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

 

Net unrealized currency gains and losses arising from valuing foreign currency denominated assets and liabilities at the current exchange rate are reflected as part of net unrealized appreciation (depreciation) on investments and currency translation.

 

Valuation of Investments at Fair Value

 

Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820) defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value. The company plans to recognize and account for its investments at fair value. The fair values of the investments do not reflect transaction costs that may be incurred upon disposition of the investments.

 

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

 

 

The advisor has established procedures to estimate the fair value of its investments which the company’s board of directors has reviewed and approved. The company will use observable market data to estimate the fair value of investments to the extent that market data is available. In the absence of quoted market prices in active markets, or quoted market prices for similar assets or in markets that are not active, the company will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances, which incorporates the company’s assumptions about the factors that a market participant would use to value the asset.

 

For investments for which quoted market prices are not available, which will comprise most of our investment portfolio, fair value will be estimated by using the income or sales comparison approach. The income approach is based on the assumption that value is created by the expectation of future benefits discounted to a current value and the fair value estimate is the amount an investor would be willing to pay to receive those future benefits. The sales comparison approach compares recent comparable transactions to the investment. Adjustments are made for any dissimilarity between the comparable transactions and the investments. These valuation methodologies involve a significant degree of judgment on the part of our advisor.

 

In determining the appropriate fair value of an investment using these approaches, the most significant information and assumption may include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, mergers and acquisitions comparables, the principal market and enterprise values, environmental factors, among other factors.

 

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

 

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

 

Level 1:

Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date. Valuation adjustments and block discounts are not applied to Level 1 measurements;

 

Level 2:

Valuations based on quoted prices in less active, dealer or broker markets. Fair values are primarily obtained from third-party pricing services or broker quotes for identical or comparable assets or liabilities;

 

Level 3:

Valuations derived from other valuation methodologies, including pricing models, discounted cash flow models and similar techniques, and not based on market, exchange, dealer, or broker-traded transactions. Level 3 valuations incorporate certain assumptions and projections that are not observable in the market and significant professional judgment in determining the fair value assigned to such assets or liabilities.

 

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

 

Calculation of Net Asset Value

 

Net asset value by class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. Net asset value per share is calculated by dividing net asset value for each class by the total number of outstanding common shares for that class on the reporting date.

 

Earnings (Loss) per Share

 

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

 

 

Basic and diluted		For the three months ended June 30, 2015				For the six  months ended June 30, 2015				For the period Commencement of Operations (April 25, 2014) through June 30, 2014
Net increase (decrease) in net assets attributed to common stockholders		$	296,801			$	486,709			$	(53,464	)
Weighted average common shares outstanding			2,383,753				1,931,513				279,816
Net increase (decrease) in net assets attributed to common stockholders per share		$	0.12			$	0.25			$	(0.19	)

 

Revenue Recognition

 

Interest income is recorded on an accrual basis to the extent the company expects to collect such amounts. Interest receivable on loans and debt securities is not accrued for accounting purposes if there is reason to doubt an ability to collect such interest. Original issue discounts, market discounts or market premiums are accreted or amortized using the effective interest method as interest income. Prepayment premiums on loans and debt securities are recorded as interest income when received.

 

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

 

Dividend income is recorded (1) on the ex-dividend date for publicly issued securities and (2) when received from private investments.

 

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

 

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

 

Payment in-Kind Interest

 

For loans and debt securities with contractual payment-in-kind (PIK) interest, any interest will be added to the principal balance of such investments and be recorded as income, if the valuation indicates that such interest is collectible.

 

Distribution Policy

 

Distributions to members, if any, will be authorized and declared by our board of directors quarterly in advance and paid on a monthly basis. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our board of directors. Distributions will be made on all classes of shares at the same time. The cash distributions with respect to the Class C shares will be lower than the cash distributions with respect to Class A and Class I shares because of the distribution fee associated with the Class C shares, which will be allocated as a Class C specific expense. Amounts distributed to each class will be allocated among the holders of the shares in such class in proportion to their shares. Distributions declared by our board of directors are recognized as distribution liabilities on the ex-dividend date. We began paying distributions in September 2014.

 

Organization and Offering Costs

 

Organization and offering costs (“O&O costs”), other than sales commissions and the dealer manager fee, are initially being paid by our advisor on behalf of the company. These O&O costs include all costs to be paid by the company in connection with its formation and the offering, including legal, accounting, printing, mailing and filing fees, charges of the company’s escrow holder, due diligence expense reimbursements to participating broker-dealers included in detailed and itemized invoices and costs in connection with administrative oversight of the offering and marketing process, and preparing supplemental sales materials, holding educational conferences, and attending retail seminars conducted by broker-dealers. While the total O&O costs shall be reasonable and shall in no event exceed an amount equal to 15% of the gross proceeds of this offering and the distribution reinvestment plan, the company is targeting no more than 1.5% of the gross proceeds for O&O costs other than sales commissions and dealer manager fees. The company anticipates that it will be obligated to reimburse our advisor for O&O costs that it may incur on behalf of the company, in accordance with the advisory agreement, but only to the extent that the reimbursement would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by the company to exceed 15% of gross offering proceeds as of the date of reimbursement.

 

 

The costs incurred by our advisor are recognized as a liability of the company to the extent that the company is obligated to reimburse our advisor, subject to the 15% of gross offering proceeds limitation described above. When recognized by the company, organizational costs will be expensed and offering costs will be recognized as a reduction of the proceeds from the offering.

 

As of June 30, 2015 and December 31, 2014, the advisor has incurred approximately $5,198,000 and $4,613,000, respectively, of O&O costs on behalf of the company of which approximately $1,638,000 and $854,000 had been reimbursed to the advisor as of June 30, 2015 and December 31, 2014, respectively. The O&O costs include $1,250,000 for formation services due to an affiliate of the advisor of which $250,000 was included in O&O costs at June 30, 2015 and December 31, 2014, respectively, but is not payable until the completion of the public offering. In addition, the dealer manager has incurred approximately $694,000 and $145,000 in O&O costs on behalf of the company as of June 30, 2015 and December 31, 2014, respectively, which will be reimbursed by the company once gross offering proceeds reach a minimum of $50,000,000.

 

Capital Gains Incentive Allocation and Distribution

 

Pursuant to the terms of the LLC’s limited liability company agreement, or the LLC agreement, a capital gains incentive distribution will be earned by an affiliate of our advisor on realized gains from the sale of investments from the company’s portfolio during operations prior to a liquidation of the company. While the terms of the advisory agreement neither include nor contemplate the inclusion of unrealized gains in the calculation of the capital gains incentive distribution, pursuant to an interpretation of an American Institute for Certified Public Accountants Technical Practice Aid for investment companies, the company will include unrealized gains in the calculation of the capital gains incentive distribution expense and related capital gains incentive fee payable. This amount reflects the incentive distribution that would be payable if the company’s entire portfolio was liquidated at its fair value as of the balance sheet date even though the advisor is not entitled to an incentive distribution with respect to unrealized gains unless and until such gains are actually realized. Thus on each date that net asset value is calculated, the company calculates for the capital gains incentive distribution by calculating such distribution as if it were due and payable as of the end of such period. As of June 30, 2015 and December 31, 2014, a capital gains incentive distribution allocation in the amount of $77,665 and $9,846 was recorded based upon unrealized gains, respectively.

 

Income Taxes

 

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

 

The LLC plans to conduct substantially all of its operations through its wholly-owned subsidiary, GREC, which is a corporation that is subject to U.S. federal, state and local income taxes. Accordingly, most of its operations will be subject to U.S. federal, state and local income taxes.

 

Income taxes are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to differences between items that are recognized in the consolidated financial statements and tax returns in different years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. For income tax benefits to be recognized including uncertain tax benefits, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of the benefit that is more likely than not to be realized upon ultimate settlement. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties associated with income taxes, if any, will be recognized in general and administrative expense.

 

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

 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. Based upon the lack of historical taxable income as well as the projections for future taxable income over the periods in which the deferred tax assets would be deductible, management has taken the view that it is more likely than not that the company will not realize the deferred tax asset amounts. Thus, a valuation allowance in the full amount of the deferred tax asset has been established. The amount of the deferred tax assets considered realizable, however, could be increased in the near term if estimates of future ongoing taxable income during the carryforward period are adequate to support the realization of the deferred tax assets.

 

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

 

The company assessed its tax positions for all open tax years as of June 30, 2015 for all U.S. federal and state tax jurisdictions for the years 2011 through 2014. The results of this assessment are included in the company’s tax provision and deferred tax assets as of June 30, 2015.

 

Recently Issued Accounting Pronouncements

 

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), emerging growth companies can delay the adoption of new or revised accounting standards until such time as those standards apply to private companies. The company is choosing not to take advantage of the extended transition period for complying with new or revised accounting standards.

 

In August 2014, the FASB issued new accounting guidance that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendments provide a definition of the term ‘substantial doubt’ and include principles for considering the mitigating effect of management’s plans. The amendments also require an evaluation every reporting period, including interim periods for a period of one year after the date that the financial statements are issued (or available to be issued), and certain disclosures when substantial doubt is alleviated or not alleviated. The amendments in this update are effective for reporting periods ending after December 15, 2016. Management is currently evaluating the impact of adopting this new accounting guidance update on the company’s consolidated financial statements.

 

On January 9, 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items, or ASU 2015-01, to simplify income statement classification by removing the concept of extraordinary items from GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The standard is effective for periods beginning after December 15, 2015. The company does not expect the adoption of ASU 2015-01 to have a material effect on the company’s consolidated financial statements.

 

Note 3. Investments

 

The composition of the company’s investments as of June 30, 2015, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Sunny Mountain Portfolio		$	920,000			$	1,298,815				7.5	%
Green Maple Portfolio			4,050,000				4,045,358				23.3
East to West Solar Portfolio			10,900,000				10,850,888				62.6
Canadian Northern Lights Portfolio			1,078,136				1,141,534				6.6
Total		$	16,948,136			$	17,336,595				100.0	%

 

The composition of the company’s investments as of December 31, 2014, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Sunny Mountain Portfolio		$	920,000			$	989,115				36.1	%
Green Maple Portfolio			700,000				699,677				25.6
Canadian Northern Lights Portfolio			1,068,136				1,048,709				38.3
Total		$	2,688,136			$	2,737,501				100.0	%

 

 

The composition of the company’s investments as of June 30, 2015 by geographic region, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
United States:
South Region		$	8,288,411			$	8,251,066				47.6	%
Northeast Region			4,307,660				4,324,039				24.9
Mountain Region			2,685,749				3,034,426				17.5
West Region			329,343				327,860				1.9
Mid-West Region			258,837				257,670				1.5
Total United States		$	15,870,000			$	16,195,061				93.4	%
Canada			1,078,136				1,141,534				6.6
Total		$	16,948,136			$	17,336,595				100.0	%

 

The composition of the company’s investments as of December 31, 2014 by geographic region, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
United States:
Mountain Region		$	920,000			$	989,115				36.1	%
Northeast Region			700,000				699,677				25.6
Total United States		$	1,620,000			$	1,688,792				61.7	%
Canada			1,068,136				1,048,709				38.3
Total		$	2,688,136			$	2,737,501				100.0	%

 

The composition of the company’s investments as of June 30, 2015 by industry, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Alternative Energy - Solar		$	16,948,136			$	17,336,595				100.0	%
Total		$	16,948,136			$	17,336,595				100.0	%

 

The composition of the company’s investments as of December 31, 2014 by industry, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Alternative Energy - Solar		$	2,688,136			$	2,737,501				100.0	%
Total		$	2,688,136			$	2,737,501				100.0	%

 

Investments held as of June 30, 2015 and December 31, 2014 are considered Control Investments, which is defined as investments in companies in which the company own 25% or more of the voting securities of such company or have greater than 50% representation on such company’s board of directors.

 

Note 4. Fair Value Measurements - Investment

 

The following table presents fair value measurements of investments, by major class, as of June 30, 2015, according to the fair value hierarchy:

 

 

		Valuation Inputs
		Level 1				Level 2				Level 3				Fair Value
Limited Liability Company Member Interests		$	—			$	—			$	16,195,061			$	16,195,061
Capital Stock			—				—				1,141,534				1,141,534
Total		$	—			$	—			$	17,336,595			$	17,336,595

 

The following table presents fair value measurements of investments, by major class, as of December 31, 2014, according to the fair value hierarchy:

 

		Valuation Inputs
		Level 1				Level 2				Level 3				Fair Value
Limited Liability Company Member Interests		$	—			$	—			$	1,688,792			$	1,688,792
Capital Stock			—				—				1,048,709				1,048,709
Total		$	—			$	—			$	2,737,501			$	2,737,501

 

The following tables provide a reconciliation of the beginning and ending balances for investments and secured borrowings that use Level 3 inputs for the six months ended June 30, 2015:

 

		Balance as of December 31, 2014				Net change in unrealized appreciation on investment				Purchases and other adjustments to cost (1)				Balance as of June 30, 2015
Limited Liability Company Member Interests		$	1,688,792			$	256,269			$	14,250,000			$	16,195,061
Capital Stock			1,048,709				82,825				10,000				1,141,534
Total		$	2,737,501			$	339,094			$	14,260,000			$	17,336,595

 

(1)

Includes purchases of new investments, capitalized deal costs, effects of purchase price adjustments and additional investments in existing investment, if any.

 

The total change in unrealized appreciation (depreciation) included in the consolidated statements of operations within net change in unrealized appreciation (depreciation) on investments for the three and six months ended June 30, 2015 attributable to Level 3 investments still held at June 30, 2015 was ($46,396) and $339,094, respectively. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 as of the beginning of the period which the reclassifications occur. There were no transfers among Levels 1, 2 and 3 during the six months ended June 30, 2015.

 

Net change in unrealized appreciation (depreciation) on investments at fair value for the three and six months ended June 30, 2015 was ($46,396) and $339,094, respectively, included within net change in unrealized appreciation on investments in the consolidated statements of operations. There were no net realized gains or losses on investments at fair value for the three and six months ended June 30, 2015.

 

As of June 30, 2015, all of the company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the company’s investments as of June 30, 2015:

  

		Fair Value				Valuation Techniques		Unobservable Inputs		Rate/Assumption
Limited Liability Company Member Interests and Capital Stock		$	17,336,595			Income  and sales comparison approach		Discount rate Future Kwh Production		7.5% - 8.30% 0.75% annual degradation in production

 

As of December 31, 2014, all of the company’s portfolio investments utilized Level 3 inputs. The following table presents the quantitative information about Level 3 fair value measurements of the company’s investments as of December 31, 2014:

 

		Fair Value				Valuation Technique		Unobservable Inputs		Rate/Assumption
Limited Liability Company Member Interests and Capital Stock		$	2,737,501			Income approach		Discount rate Future Kwh Production		8.30% 0.75% annual degradation in production

 

The significant unobservable inputs used in the fair value measurement of the company’s limited liability company member interests and Capital Stock are discount rates and estimates related to the future production of electricity. Significant increases in the discount rate used or actual Kwh production meaningfully less than projected production would result in a significantly lower fair value measurement.

 

 

Note 5. Related Party Agreements And Transactions

 

The company has executed advisory and administration agreements with the advisor and Greenbacker Administration, LLC, our administrator, respectively, as well as a dealer manager agreement with the dealer manager, which entitles the advisor, certain affiliates of the advisor, and the dealer manager to specified fees upon the provision of certain services with regard to the offering and the ongoing management of the company as well as reimbursement of O&O costs incurred by the advisor and the dealer manager on behalf of the company (as discussed in Note 2) and certain other operating costs incurred by the advisor on behalf of the company. The term “Special Unitholder” refers to GREC Advisors, LLC, a Delaware limited liability company, which is a subsidiary of our advisor and “special unit”, refers to the special unit of limited liability company interest in GREC entitling the Special Unitholder to an incentive allocation and distribution. In addition, the company and the advisor entered into an expense reimbursement agreement whereby the advisor agrees to reimburse the company for certain expenses above certain limits and be repaid when the company’s expenses are reduced below that threshold. The fees and reimbursement obligations are as follows:

 

Type of Compensation and Recipient		Determination of Amount
Selling Commissions — Dealer Manager		7% of gross offering proceeds from the sale of Class A shares and up to 3% of gross offering proceeds from the sale of Class C shares. No selling commission will be paid with respect to Class I shares or for sales pursuant to the dividend reinvestment plan. All of its selling commissions are expected to be re-allowed to participating broker- dealers.
Dealer Manager Fee — Dealer Manager		2.75% of gross offering proceeds from the sale of Class A and Class C shares, and 1.75% of gross offering proceeds from the sale of Class I shares. No dealer manager fee will be paid for sales pursuant to the dividend reinvestment plan. The dealer manager may re-allow a portion of its dealer manager fee to selected broker- dealers.
Distribution Fee — Dealer Manager		With respect to Class C shares only, the company will pay the dealer manager a distribution fee that accrues daily in an amount equal to 1/365th of 0.80% of the amount of the net asset value for the Class C shares for such day on a continuous basis from year to year. The company will stop paying distribution fees at the earlier of a listing of the Class C shares on a national securities exchange, following the completion of this offering, total underwriting compensation in this offering equals 10% of the gross proceeds from the primary offering or Class C shares are no longer outstanding. The dealer manager may re-allow all or a portion of the distribution fee to participating broker-dealers and servicing broker dealers.
O&O costs — Advisor		The company will reimburse the advisor for the O&O costs (other than selling commissions and dealer manager fees) it has incurred on the company’s behalf only to the extent that the reimbursement would not cause the selling commissions, dealer manager fee and the other O&O costs borne by the company to exceed 15.0% of the gross offering proceeds as the amount of proceeds increases. While the company has targeted an offering expense ratio of 1.5% for O&O costs over the term of the offering, 5.0% has been charged since inception.
Base Management Fees — Advisor		The base management fee payable to GCM will be calculated at a monthly rate of 0.167% (2.00% annually) of our gross assets (including amounts borrowed). For services rendered under the advisory agreement, the base management fee will be payable monthly in arrears. The base management fee will be calculated based on the average of the values of our gross assets for each day of the prior month. Base management fees for any partial period will be appropriately pro-rated. The base management fee may be deferred or waived, in whole or part, at the election of the advisor. All or any part of the deferred base management fee not taken as to any period shall be deferred without interest and may be taken in any period prior to the occurrence of a liquidity event as the advisor shall determine in its sole discretion.

 

 

Incentive Allocation and Distribution — Special Unitholder		The incentive distribution to which the Special Unitholder may be entitled to will be calculated and payable quarterly in arrears based on the pre-incentive distribution net investment income for the immediately preceding fiscal quarter. For this purpose, pre-incentive distribution net investment income means interest income, dividend and distribution income from equity investments (excluding that portion of distributions that are treated as return of capital) and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive, but excluding any fees for providing managerial assistance) accrued during the fiscal quarter, minus the operating expenses for the fiscal quarter (including the base management fee, expenses payable under the administration agreement with the company’s Administrator, and any interest expense and distributions paid on any issued and outstanding indebtedness and preferred units of limited liability company interest, but excluding the incentive distribution). Pre-incentive distribution net investment income does not include any realized capital gains, realized capital losses, unrealized capital appreciation or depreciation or any accrued income taxes and other taxes including, but not limited to, franchise, property, and sales taxes.
		Pre-incentive distribution net investment income, expressed as a rate of return on the value of the company’s average adjusted capital at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 1.75% per fiscal quarter (7.00% annualized). Adjusted capital shall mean: cumulative gross proceeds before sales and commission and dealer fees, generated from sales of the company’s shares and preferred units of limited liability company interests (including the DRP) reduced for distributions to members of proceeds from non-liquidation dispositions of asset and amount paid for share repurchases pursuant to the Share Repurchase Program. Average adjusted capital shall mean: the average value of the adjusted capital for the two most recently completed fiscal quarters. The Special Unitholder shall receive an incentive distribution with respect to the pre-incentive distribution net investment income in each fiscal quarter as follows:
		•    no incentive distribution in any fiscal quarter in which the pre-incentive distribution net investment income does not exceed the “hurdle rate” of 1.75%;
		•    100% of the pre-incentive distribution net investment income with respect to that portion of such pre-incentive distribution net investment income, if any, that exceeds the hurdle but is less than 2.1875% in any fiscal quarter (8.75% annualized with a 7% annualized hurdle rate). The company refers to this portion of the pre-incentive distribution net investment income (which exceeds the hurdle but is less than 2.1875%) as the “catch-up.” The “catch-up” is meant to provide the advisor with 20% of the pre-incentive distribution net investment income as if a hurdle did not apply if the net investment income exceeds 2.1875% in any fiscal quarter; and

 

 

		•    20% of the amount of the pre-incentive distribution net investment income, if any, that exceeds 2.1875% in any fiscal quarter (8.75% annualized with a 7% annualized hurdle rate) is payable to the Special Unitholder (once the hurdle is reached and the catch-up is achieved, 20% of all pre-incentive distribution investment income thereafter is allocated to the Special Unitholder).
Capital Gains Incentive Distribution — Special Unitholder		The capital gains incentive distribution will be determined and payable to the Special Unitholder in arrears as of the end of each fiscal quarter (or upon termination of the advisory agreement, as of the termination date) to the Special Unitholder, and will equal 20.0% of the company’s realized capital gains, if any, on a cumulative basis from inception through the end of each fiscal quarter, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any capital gain incentive distributions.
Liquidation Incentive Distribution — Special Unitholder		The liquidation incentive distribution payable to the  Special Unitholder will equal 20.0% of the net proceeds from a liquidation of the company (other than in connection with a listing, as described below) in excess of adjusted capital, as measured immediately prior to liquidation. Adjusted capital shall mean: cumulative gross proceeds generated from sales of shares (including the DRP) reduced for distributions to members of proceeds from non-liquidation dispositions of our assets and amounts paid for share repurchases pursuant to the Share Repurchase Program. In the event of any liquidity event that involves a listing of the company’s shares, or a transaction in which the company’s members receive shares of a company that is listed, on a national securities exchange, the liquidation incentive distribution will equal 20% of the amount, if any, by which the company’s listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing (the “listing premium”). Any such listing premium and related liquidation incentive distribution will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event.
Operating Expense and Expense Assumption and Reimbursement Agreement		The company will reimburse the advisor’s cost of providing administrative services, legal, accounting and printing. The company will not reimburse the advisor for the salaries and benefits to be paid to the named executive officers. For the period beginning with the company’s breaking of escrow and beginning operations on April 25, 2014, and ending December 31, 2014, advisor assumed operating expenses for the company in an amount sufficient to keep total annual operating expenses (exclusive of interest, taxes dividend expense, borrowing costs, organizational and extraordinary expenses) of the company (“Expenses”) at percentages of average net assets of such class for any calculation period no higher than 6.0% for Class A Class C and Class I shares (the “Maximum Rates”), and (ii) the company shall reimburse advisor, within 30 days of delivery of a request in proper form, for such Expenses, provided that such repayments do not cause the total Expenses attributable to a share class during the year of repayment to exceed the Maximum Rates. The expense reimbursement agreement was amended in December 2014 to continue until the earlier of December 31, 2015 or the end of the offering. No repayments by the company to advisor shall be permitted after the earlier of (i) the company’s offering has expired or is terminated or (ii) December 31, 2016. The expense reimbursement agreement was amended in December 2014 to continue until the earlier of December 31, 2015 or the end of the offering. Furthermore, if the advisory agreement is terminated or not renewed, the advisor will have no further obligation to limit expenses per the expense reimbursement agreement and the company will not have any further obligation to reimburse the advisor for expenses not reimbursed as of the date of the termination. For the six months ending June 30, 2015, the advisor assumed certain operating expenses to ensure that the percentage of operating expenses to average net assets was no higher than 5% annually.

 

 

For the three and six months ended June 30, 2015, the company incurred $416,866 and $658,593 in operating expenses including the management fees earned by the advisor, respectively. For the period from commencement of operations (April 25, 2014) through June 30, 2014, the Company incurred $167,669 in operating expenses including the management fees earned by the advisor. Additionally, the Company became obligated for all pre-operating costs (not including organizational and offering costs) upon commencement of operations. As discussed above, the advisor assumed responsibility for all of the company’s operating expenses under the expense reimbursement agreement above the Maximum Rates which amounted to $103,978 for the period ended June 30, 2014. During the six months ended June 30, 2015, the advisor elected to limit the company’s operating expenses to no higher than 5% annually of the company’s average net assets for the period (reduced the Maximum Rates), which amounted to an expense reimbursement $117,137 and $182,166, respectively, for the three and six months ended June 30, 2015.

 

Pursuant to the terms of the expense reimbursement agreement, the advisor has paid $768,226 of pre-operating and operating expenses inception to date on behalf of the company. Such expenses may be expensed by the company and payable to the advisor under the terms outlined in the “Operating Expense and Expense Assumption and Reimbursement Agreement” section above.

 

For the three and six months ended June 30, 2015, the advisor earned $102,020 and $164,303 in management fees, respectively. For the period from commencement of operations (April 25, 2014) through June 30, 2014, the advisor earned $10,147 in management fees which were waived. The advisor had agreed to waive all management and incentive fees until the company makes its’ first investment in a renewable energy or energy efficiency project or other energy related business, which occurred on September 1, 2014. While there were no incentive allocations earned to date by the advisor, the financial statements reflect a $9,280 decrease in incentive allocation for the three months ended June 30, 2015 and $67,819 incentive allocation for the six months ended June 30, 2015, based upon net unrealized gains. For the period from commencement of operations (April 25, 2014) through June 30, 2014 there were no incentive allocations earned by the advisor.

 

As of June 30, 2015, due from advisor on the consolidated statement of assets and liabilities in the amount of $18,070 is comprised of $71,202 due from the advisor in connection with the expense reimbursement agreement netted with a payable to the advisor for reimbursable Organization and Offering Costs in the amount of $53,132. As of December 31, 2014, due from advisor on the consolidated statement of assets and liabilities in the amount of $49,291 is comprised of $5,232 due from the advisor in connection with the expense reimbursement agreement combined with a payable from the advisor for excess Organization and Offering Costs reimbursed in the amount of $54,523. The company and advisor plan to cash settle any amounts due to / from advisor on a quarterly basis.

 

For the three and six months ended June 30, 2015, the company paid $169,068 and $254,210, respectively, in dealer manager fees and $686,522 and $917,302, respectively, in selling commission to the company’s dealer manager, SC Distributors. For the period ended June 30, 2014, the Company paid $20,875 in dealer manager fees and $99,765 in selling commission to the Company’s dealer manager. These fees and commissions were paid in connection with the sales of the company’s shares to investors and, as such, were recorded against the proceeds from the issuance of shares and are not reflected in the company’s consolidated statement of operations.

 

On December 31, 2014, the advisor made a non-refundable capital contribution to the company in the amount of $193,000 to maintain the company’s net asset value per share at $8.50.

 

Note 6. Members’ Equity

 

General

 

Pursuant to the terms of the LLC Agreement, the LLC may issue up to 400,000,000 shares, of which 350,000,000 shares are designated as Class A, Class C, and Class I shares (collectively, common shares), and 50,000,000 are designated as preferred shares and one special unit. Each class of common shares will have the same voting rights.

 

The following are the commissions and fees for each common share class:

 

 

Class A: Each Class A share issued in the primary offering will be subject to a selling commission of up to 7.00% per share and a dealer manager fee of up to 2.75% per share. No selling commissions or dealer manager fees will be paid for sales pursuant to the dividend reinvestment plan.

 

Class C: Each Class C share issued in the primary offering will be subject to a selling commission of up to 3.00% per share and a dealer manager fee of up to 2.75% per share. In addition, with respect to Class C shares, the company will pay the dealer manager on a monthly basis a distribution fee, or “distribution fee”, that accrues daily equal to 1/365th of 0.80% of the amount of the daily net asset value for the Class C shares on a continuous basis from year to year. No selling commissions or dealer manager fees will be paid for sales pursuant to the dividend reinvestment plan.

 

Class I: No selling commission or distribution fee will be paid for sales of any Class I shares. Each Class I shares will be subject to a dealer manager fee of up to 1.75% per share.

 

The following table is a summary of the shares issued during the period and outstanding as of June 30, 2015:

 

		Shares Outstanding as of December 31, 2014				Shares Issued  During the Period				Shares Outstanding as of June 30, 2015
Class A shares			1,097,844				1,159,942				2,257,786
Class C shares			84,964				69,203				154,167
Class I shares			53,537				513,022				566,559
Total			1,236,345				1,742,167				2,978,512

 

The following table is a summary of the shares issued during the period and outstanding as of December 31, 2014:

 

		Shares Outstanding as of December 31, 2013				Shares Issued/ Redeemed During the Period (a)				Shares Outstanding as of December 31, 2014
Class A shares			20,200				1,077,644				1,097,844
Class C shares			—				84,964				84,964
Class I shares			—				53,537				53,537
Total			20,200				1,216,145				1,236,345

 

(a)

Per the company’s prospectus, the 100 shares purchased by the initial member were redeemed, without interest, when escrow was broken and the company commenced operations.

 

As of June 30, 2015 and December 31, 2014, none of the LLC’s preferred shares were issued and outstanding.

 

The LLC Agreement authorizes the board of directors, without approval of any of the members, to increase the number of shares the company is authorized to issue and to classify and reclassify any authorized but unissued class or series of shares into any other class or series of shares having such designations, preferences, right, power and duties as may be specified by the board of directors. The LLC Agreement also authorizes the Board, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the board of directors. In addition, the company may also issue additional limited liability company interests that have designations, preferences, right, powers and duties that are different from, and may be senior to, those applicable to the common shares. The Special Unitholder will hold the special unit in the company. Refer to Note 5 for the terms of the special unit.

 

Distribution Reinvestment Plan

 

The company adopted a distribution reinvestment plan (“DRP”) through which the company’s shareholders may elect to purchase additional shares with distributions from the company rather than receiving the cash distributions. The board of directors may reallocate the shares between the offering and the DRP. Shares issued pursuant to the DRP will have the same voting rights as shares offered pursuant to the offering. As of June 30, 2015 and December 31, 2014, $50,000,000 in shares were allocated for use in the DRP. During this offering, the purchase price of shares purchased through the DRP will be at a price equal to the then current net offering price per share. No dealer manager fees, selling commissions or other sales charges will be paid with respect to shares purchased pursuant to the DRP except for distribution fees on Class C shares issued under the DRP. At its discretion, the board of directors may amend, suspend, or terminate the DRP. A participant may terminate participation in the DRP by written notice to the plan administrator, received by the plan administrator at least 10 days prior to the distribution payment date.

 

As of June 30, 2015 and December 31, 2014, 38,718 and 8,943 shares, respectively, were issued under the DRP.

 

 

Share Repurchase Program

 

As the company's shares are currently not intended to be currently listed on a national exchange, once appropriate approvals have been received from the United States Securities and Exchange Commission, the company intends to commence a share repurchase program, or "share repurchase program", pursuant to which quarterly share repurchases will be conducted, on up to approximately 5% of the weighted average number of outstanding shares in any 12-month period, to allow members who hold shares to sell shares back to the company at a price equal to the then current offering price less the selling commissions and dealer manager fees associated with that class of shares. The company is not obligated to repurchase shares and the board of directors may terminate the share repurchase program at its sole discretion. The share repurchase program will include numerous restrictions that will limit a shareholders ability to sell shares. Unless the board of directors determines otherwise, the company will limit the number of shares to be repurchased during any calendar year to the number of shares the company can repurchase with the proceeds received from the sale of shares under the distribution reinvestment plan. At the sole discretion of the board of directors, the company may also use cash on hand, cash available from borrowings and cash from liquidation of investments to repurchase shares. In addition, the company plans to limit repurchases in each fiscal quarter to 1.25% of the weighted average number of shares outstanding in the prior four fiscal quarters. No shares were repurchased for the three and six months ended June 30, 2015 as well as for the year ended December 31, 2014.

 

Note 7. Distributions

 

On April 30, 2015, May 29, 2015 and June 30, 2015, with the authorization of the company’s board of directors, the company declared distributions on each outstanding Class A, C and I shares for the quarter ending June 30, 2015. These distributions were calculated based on shareholders of record for each day in an amount equal to $0.0016438 per share per day (less the distribution fee with respect to Class C shares).

 

The following table reflects the distributions declared during the six months ended June 30, 2015:

 

Pay Date		Paid in Cash				Value of Shares Issued under DRP				Total
February 2, 2015		$	35,820			$	30,024			$	65,844
March 2, 2015			35,691				30,341				66,032
April 1, 2015			46,720				38,120				84,840
May 1, 2015			53,139				46,808				99,947
June 1, 2015			61,499				57,380				118,879
July 1, 2015			69,501				65,739				135,240
Total		$	302,370			$	268,412			$	570,782

 

Note 8. Commitments and Contingencies

 

Commitments: Pursuant to the definitive agreement to acquire the to-be-constructed Green Maple Portfolio, the company, subject to certain conditions, has committed to fund the acquisition and right to construct each of the five solar power facilities that comprise the Green Maple Portfolio. As of June 30, 2015, four limited liability companies, each of which own the rights to construct and operate a specific solar power facility, have been acquired by the company. If all conditions precedent for the fifth solar power facility in the Green Mountain Portfolio are met, the minimum commitment for the company is approximately $302,000. The cost of the five fully constructed sites in the Green Maple Portfolio is expected to be approximately $9,500,000.

 

Legal proceedings: The company may become involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, we may be subject to legal proceedings or claims contesting the construction or operation of our renewable energy projects. In defending ourselves in these proceedings, we may incur significant expenses in legal fees and other related expenses, regardless of the outcome of such proceedings. Unfavorable outcomes or developments relating to these proceedings, such as judgments for monetary damages, injunctions or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations. As of June 30, 2015, management is not aware of any legal proceedings that might have a significant adverse impact on the company.

 

Pledge of collateral and unsecured guarantee of loans to subsidiaries: Pursuant to various loan agreements between operating subsidiaries of the East to West Solar portfolio and various financial institutions, East to West Solar LLC, a wholly owned subsidiary of GREC, has pledged all solar operating assets as well as the membership interests in various operating subsidiaries as collateral for the term loans with maturity dates from February 2018 through March 2021. In addition, East to West Solar LLC and GREC have provided an unsecured guaranty on approximately $10,584,000 of the term loans as of June 30, 2015.

 

 

Note 9. Financial Highlights

 

The following is a schedule of financial highlights of the company attributed to common stockholders for the six months ended June 30, 2015 and for the period ended June 30, 2014. The company’s income and expense is allocated pro-rata across the outstanding Class A, Class C and Class I shares as applicable, and, therefore, the financial highlights are equal for each of the outstanding classes.  

		For the six months ended June 30, 2015				For the period from Commencement of Operations (April 25, 2014) through June 30, 2014
Per share data attributed to common shares (1):
Net proceeds before offering costs (2)						$	9.58
Offering costs							(1.07	)
Net proceeds after offering costs							8.51
Net Asset Value at beginning of period		$	8.50				—
Net investment income (loss)			0.11				(0.19	)
Net unrealized appreciation / (depreciation) on investments and foreign currency translation			0.18				—
Net increase (decrease) in net assets resulting from operations			0.29				(0.19	)
Shareholder distributions			(0.30	)			—
Other (3)			0.01				0.18
Net decrease in members’ equity attributed to common shares			0.00				(0.01	)
Net asset value for common shares at end of period (4)		$	8.50			$	8.50
Total return attributed to common shares based on net asset value (5)			3.40	%			(11.27	)%
Common shareholders’ equity at end of period		$	25,317,843			$	2,708,200
Common shares outstanding at end of period			2,978,512				318,561
Ratio/Supplemental data for common shares (annualized) (5)(6):
Ratio of net investment income (loss) to average net assets			2.67	%			(12.22	)%
Ratio of operating expenses to average net assets			5.91	%			12.24	%

 

 

(1)

The per share data was derived by using the weighted average shares outstanding during the six months ended June, 2015 and during the period of April 25, 2014 through June 30, 2014, which was 1,931,513 and 279,816, respectively .

(2)

Net proceeds before offering costs, for the period ended June 30, 2014, is greater than $9.025 since a significant number of shares was sold with less than the maximum commission and dealer manager fee charged.

(3)

Represents the impact of different share amounts used in calculating per share data as a result of calculating certain per share data based on weighted average shares outstanding during the period and organizational costs which are not included in operating expenses nor subject to the expense reimbursement agreement and the impact of shares at a price other than the net asset value.

(4)

Net asset value would have been lower, for the period ended June 30, 2014, if the advisor had not agreed to waive management fees and reimburse the Company for expenses above the Maximum Rates as of June 30, 2014.

(5)

Total return, ratio of net investment income and ratio of operating expenses to average net assets for the six months ended June 30, 2015, prior to the effect of the expense reimbursement agreement were 2.66%, 0.41% and 8.16%, respectively. Total return, ratio of net investment loss and ratio of operating expenses to average net assets for the period ended June 30, 2014, prior to the effect of the expense assumption and reimbursement agreement and the management fee waiver were (15.01%), (38.30%) and 38.31%, respectively. Allocation of net assets to special unitholder has not been included in determining net investment income or operating expenses used in the ratio calculations.

(6)

The Company’s net investment loss, for the period ended June 30, 2014, has been annualized assuming consistent results over a full fiscal year, however, this may not be indicative of a full fiscal year due to the Company’s brief period of operations through June 30, 2014.

 

Note 10. Subsequent Events

 

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements. There have been no subsequent events that occurred during such period that would require disclosure in the financial statements or would be required to be recognized in the consolidated financial statements as of and for the period ended as of June 30, 2015 (unaudited) and the year ended December 31, 2014.

 

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

 

The following discussion and analysis should be read in conjunction with the company’s financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q.

 

Except as otherwise specified, references to “we,” “us,” “our,” or the “company,” refer to Greenbacker Renewable Energy Company LLC.

 

 

Forward Looking Statements

 

Various statements in this quarterly report, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects, revenues, income and capital spending. We generally identify forward-looking statements with the words “believe,” “intend,” “expect,” “seek,” “may,” “will,” “should,” “would,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project” or their negatives, and other similar expressions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. The forward-looking statements contained in this report are largely based on our expectations, which reflect many estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. In addition, our advisor’s assumptions about future events may prove to be inaccurate. We caution all readers that the forward- looking statements contained in this report are not guarantees of future performance, and we cannot assure any reader that such statements will prove correct or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the numerous risks and uncertainties as described under “Risk Factors” and elsewhere in this report. All forward-looking statements are based upon information available to us on the date of this report. We undertake no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as otherwise required by law. You are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These cautionary statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. The risks, contingencies and uncertainties associated with our forward-looking statements relate to, among other matters, the following:

 

•

changes in the economy;

 

•

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

 

•

our relationships with project developers, lawyers, investment and commercial banks, individual and institutional investors, consultants, diligence specialists, EPC companies, contractors, renewable energy technology manufacturers (such as panel manufacturers), solar insurance specialists, component manufacturers, software providers and other industry participants in the renewable energy, capital markets and project finance sectors;

 

•

fluctuations in supply, demand, prices and other conditions for electricity, other commodities and renewable energy certificates (“RECs”);

 

•

public response to and changes in the local, state and federal regulatory framework affecting renewable energy projects, including the potential expiration or extension of the production tax credit (“PTC”), investment tax credit (“ITC”) and the related U.S. Treasury grants and potential reductions in renewable portfolio standards (“RPS”) requirements;

 

•

competition from other energy developers;

 

•

the worldwide demand for electricity and the market for renewable energy;

 

•

the ability or inability of conventional fossil fuel-based generation technologies to meet the worldwide demand for electricity;

 

•

our competitive position and our expectation regarding key competitive factors;

 

•

risks associated with our hedging strategies;

 

•

potential environmental liabilities and the cost of compliance with applicable environmental laws and regulations, which may be material;

 

•

our electrical production projections (including assumptions of curtailment and facility availability) for our renewable energy projects;

 

•

our ability to operate our business efficiently, manage costs (including general and administrative expenses) effectively and generate cash flow;

 

•

availability of suitable renewable energy resources and other weather conditions that affect our electricity production;

 

  

•

the effects of litigation, including administrative and other proceedings or investigations relating to our renewable energy projects;

  

•

non-payment by customers and enforcement of certain contractual provisions;

 

•

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

 

•

future changes in laws or regulations and conditions in our operating areas.

 

Overview

 

Greenbacker Renewable Energy Company LLC, (the “LLC”) a Delaware limited liability company, is an externally managed energy company that acquires and manages income-generating renewable energy and energy efficiency projects and other energy-related businesses as well as finance the construction and/or operation of these and sustainable development projects and businesses. The LLC plans to conduct substantially all of its operations through its wholly-owned subsidiary, Greenbacker Renewable Energy Corporation (“GREC”). GREC is a Maryland corporation formed in November 2011 and the LLC currently holds all of the outstanding shares of capital stock of GREC. The LLC and GREC (collectively “we”, “us”, “our”, and the “company”) are managed and advised by Greenbacker Capital Management LLC (the “advisor” or “GCM”), a renewable energy, energy efficiency, sustainability and other energy related project acquisition, consulting and development company that intends to register as an investment adviser under the Advisers Act no later than it is required to do so pursuant to the Advisers Act. The LLC’s fiscal year end is December 31.

 

Our business objective is to generate attractive risk-adjusted returns for our members, consisting of both current income and long-term capital appreciation, by acquiring, and financing the construction and/or operation of income-generating renewable energy, energy efficiency and sustainable development projects, primarily within but also outside of North America. We expect the size of our investments to generally range between approximately $1 million and $100 million. We will seek to maximize our risk-adjusted returns by: (1) capitalizing on market opportunities; (2) focusing on hard assets that produce dependable cash flows; (3) efficiently utilizing government incentives where available; (4) employing creative deal structuring to optimize capital and ownership structures; (5) partnering with experienced financial, legal, engineering and other professional firms; (6) employing sound due diligence and risk mitigation processes; and (7) monitoring and managing our portfolio of assets on an ongoing basis.

 

Our goal is to assemble a diversified portfolio of renewable energy, energy efficiency and other sustainability related projects and businesses. Renewable energy projects generally earn revenue through the sale of generated electricity as well as frequently through the sale of other commodities such as renewable energy certificates (“RECs”) and energy efficiency certificates (“EECs”), which are generated by the projects and the sale of by-products such as organic compost materials. We expect initially to focus on solar energy and wind energy projects as well as energy efficiency projects. We believe solar energy projects generally offer more predictable power generation characteristics, due to the relative predictability of sunlight over the course of time compared to other renewable energy classes and therefore we expect they will provide more stable income streams. However, technological advances in wind turbines and other energy generation technologies, as well as government incentives make wind energy and other types of projects attractive as well. Solar energy projects provide maximum energy production during the middle of the day and in the summer months when days are longer and nights shorter. Generally, the demand for power in the United States tends to be higher at those times due to the use of air conditioning and as a result energy prices tend to be higher. Solar energy projects tend to have minimal environmental impact enabling such projects to be developed close to areas of dense population where electricity demand is highest. Solar technology is scalable and well-established and it will be a relatively simple process to integrate new acquisitions and projects into our portfolio. Over time, we expect to broaden our strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include wind farms, hydropower assets, geothermal plants, biomass and biofuel assets, combined heat and power technology assets, fuel cell assets and other energy efficiency assets, among others, and to the extent we deem the opportunity attractive, other energy and sustainability related assets and businesses.

 

Our preferred investment strategy is to acquire controlling equity stakes in our target assets and to oversee and supervise their operations. We define controlling equity stakes as companies in which we own 25% or more of the voting securities of such company or have greater than 50% representation on such company’s board of directors. However, we will also provide financing to projects owned by others, including through the provision of secured loans which may or may not include some form of equity participation. We may also provide projects with senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt, convertible preferred equity, and preferred equity, and make minority equity investments. We may also participate in projects by acquiring contractual payment rights or rights to receive a proportional interest in the operating cash flow or net income of a project. We may also make equity investments in or loans to parties financing the supply of renewable energy and energy efficiency to residential and commercial customers or the adoption of strategies to reduce the consumption of energy by those customers. Our strategy will be tailored to balance long-term cash flow certainty, which we can achieve through long-term agreements for our products, with shorter term arrangements that allow us to potentially generate higher risk- adjusted returns.

 

  

Our renewable energy projects will generate revenue primarily by selling (1) generated electric power to local utilities and other high quality, utility, municipal and corporate counterparties, and (2) in some cases, RECs, EECs, and other commodities associated with the generation or savings of power. We will therefore seek to acquire or finance projects that contain transmission infrastructures and access to power grids or networks that will enable the generated power to be sold. We generally expect our projects will have power purchase agreements with one or more counterparties, including local utilities or other high credit quality counterparties, who agree to purchase the electricity generated from the project. We refer to these power purchase agreements as “must-take contracts,” and we refer to these other counterparties as “off-takers.” These must-take contracts guarantee that all electricity generated by each project will be purchased. Although we intend to work primarily with high credit quality counterparties, in the event that an off-taker cannot fulfill its contractual obligation to purchase the power, we generally can sell the power to the local utility or other suitable counterparty, which would potentially ensure revenue is generated for all solar electricity generation. We will also generate revenue from the receipt of interest, fees, capital gains and distributions from investments in our target assets.

  

These power purchase agreements, when structured with utilities and other large commercial users of electricity, are generally long-term in nature with all electricity generated by the project purchased at a rate established pursuant to a formula set by the contract. The formula is often dependent upon the type of subsidies, if any, offered by the local and state governments for project development. Although we expect to focus on projects with long-term contracts that ensure price certainty, we will also look for projects with shorter term arrangements that will allow us, through these projects, to participate in market rate changes which we expect may lead to higher current income.

 

We expect certain of the power purchase agreements for our projects will be structured as “behind the meter” agreements with residential, commercial or government entities, which provide that all electricity generated by a project will be purchased by the off taker at an agreed upon rate that may be set at a slight discount to the retail electric rate for the off-taker. These agreements also typically provide for annual rate increases over the term of the agreement although that is not a necessary requirement. The behind the meter agreement is generally long-term in nature and further typically provides that, should the off taker fail to fulfill its contractual obligation, any electricity that is not purchased by the off-taker may be sold to the local utility, usually at the wholesale spot electric rate.

 

We may also acquire residential solar assets and subsequently lease them to a residential owner on a long term basis. In these arrangements with residential owners, the residential owner directly receives the benefit of the electricity generated by the solar asset. We may also structure our investments in residential solar with a similar commercial arrangement to that of the power purchase agreements with utilities and other large commercial users of electricity for our energy projects, as described above.

 

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

 

The LLC conducts a significant portion of its operations through Greenbacker Renewable Energy Corporation (“GREC”), of which the LLC is the sole shareholder, holding both shares of common stock and the special preferred stock. We intend to operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are not a blank check company within the meaning of Rule 419 of the Securities Act of 1933, as amended (the “Securities Act”) and have no specific intent to engage in a merger or acquisition in the next 12 months.

 

Pursuant to the Offering which commenced on August 5, 2013, we are offering on a continuous basis up to $1,500,000,000 in shares of our limited liability company interests, consisting of up to $1,250,000,000 of shares in the Primary Offering and up to $250,000,000 of shares pursuant to the Distribution Reinvestment Plan. SC Distributors, LLC is the dealer manager for the Offering. The company’s offering period which was scheduled to terminate two years after the initial offering date, or August 8, 2015, was extended through August 8, 2016 by the company’s board of directors on July 30, 2015. After the finalization of the June 30, 2015 net asset value, the current offering price of the Class A shares is $10.000 per share, the current offering price of the Class C shares is $9.576 per share and the current offering price of the Class I shares is $9.186 per share.

 

On March 28, 2014, we satisfied the minimum offering requirement of $2,000,000 and commenced operations as of April 25, 2014. As of December 31, 2014, our advisor had purchased 20,100 Class A shares for aggregate gross proceeds of $201,000. As part of this offering and breaking escrow, an affiliate of our advisor had purchased 170,000 shares for aggregate gross proceeds of $1,700,000. Through participation in the distribution reinvestment program, the advisor and affiliate as of December 31, 2014 owned 20,550 and 173,809 shares, respectively. As of December 31, 2014, we had received subscriptions for and issued 1,236,345 of our shares (including shares issued under the distribution reinvestment plan) for gross proceeds of $12,438,700 (before dealer-manager fees of $208,215 and selling commissions of $694,159 for net proceeds of $11,536,326).

 

  

Through participation in the distribution reinvestment program, our advisor and affiliate as of June 30, 2015 owned 21,237 and 179,617 shares, respectively. As of June 30, 2015, we had received subscriptions for and issued 2,978,512 of our shares (including shares issued under the distribution reinvestment plan) for gross proceeds of $29,333,328 (before dealer-manager fees of $462,425 and selling commissions of $1,611,462 for net proceeds of $27,259,441).

 

Factors Impacting Our Operating Results.

 

The results of our operations will be affected by a number of factors and will primarily depend on, among other things, the supply of renewable energy assets in the marketplace, the revenues we receive from renewable energy and energy efficiency projects and businesses, the market price of electricity, the availability of government incentives, local, regional and national economies and general market conditions. Additionally, our operations will be impacted by interest rates and the cost of financing provided by other financial market participants. Many of the factors that will affect our operating results are beyond our control.

 

Size of portfolio. The size of our portfolio of investments will be a key revenue driver. Generally, as the size of our portfolio grows, the amount of income we receive will increase. In addition, our portfolio of investments may grow at an uneven pace as opportunities to make investments in our target assets may be irregularly timed, and the timing and extent of GCM’s success in identifying such assets, and our success in acquiring such assets, cannot be predicted.

 

Credit risk. We expect to encounter credit risk relating to (1) counterparties to the electricity and environmental credit sales agreements (including power purchase agreements) for our projects, (2) counterparties responsible for project construction and hedging arrangements, (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 will 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 effected. While we will seek to mitigate construction-related credit risk by entering into contracts with high quality EPC companies with appropriate bonding and insurance capacity, if EPCs to the construction agreements for our projects are unable to fulfill their contractual obligations to us, our financial condition and results of operation could be materially adversely effected. We will seek to mitigate credit risk by deploying a comprehensive review and asset selection process, including worst case analysis, and careful ongoing monitoring of acquired assets as well as mitigation of negative credit effects through back up planning. Nevertheless, unanticipated credit losses could occur which could adversely impact our operating results.

 

Electricity prices. Investments in renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. Although we generally expect our projects will have long-term contracts, ranging from 10 to 25 years, which will mitigate the effects of volatility in energy prices on our business in the near term, to the extent that our projects have shorter term contracts that have the potential of producing higher risk-adjusted returns, such shorter term contracts may subject us to risk should energy prices change. Most renewable energy projects in which we invest are expected to have economic lives in excess of the term of the of their long term contracts which will expose us to volatility of the market prices at that time.

 

Government incentives. In each of our projects, we intend (where appropriate) to take advantage of, and maximize the benefits of, federal, state and/or municipal governmental incentives which may include tariffs, tax incentives and other cash and non-cash payments and incentives from the development and sale of renewable energy. Incentives provided by the federal government may include PTCs, ITCs, tax deductions, bonus depreciation and federal grants and loan guarantees. In addition, incentives provided by states may (depending on the state) include renewable energy standards or RPS which specify that a portion of the power utilized by local utilities must be derived from renewable energy sources or that require utilities to purchase RECs to satisfy their RPS requirements. Additionally, certain states have implemented feed-in tariffs, pursuant to which electricity generated from renewable sources is purchased at a higher rate than prevailing wholesale rates. The Tax Reform Act of 1986 established the modified accelerated cost recovery system, or MACRS, which divides assets into classes and assigns a mandated number of years over which the assets in the class depreciate for tax purposes. Under MACRS, certain renewable energy projects have an accelerated depreciation life that is substantially shorter than the typical life expectancy of non-renewable facilities. For example, under MACRS, a solar project has a depreciation life of five years compared to a typical life expectancy of a solar project of 20 to 25 years. Changes in government incentives, including retrospective changes, could negatively impact our operating results.

 

Changes in market interest rates. With respect to our proposed business operations, to the extent that we use debt financing with unhedged floating interest rates or in the case of any refinancing, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, 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.

 

  

Market conditions. We believe that demand for alternative forms of energy from traditional fossil-fuel energy will continue to grow as countries seek to reduce their dependence on outside sources of energy and as the political and social climate continues to demand social responsibility on environmental matters. Notwithstanding this growing demand, we believe that a significant shortage of capital currently exists in the market to satisfy the demands of the renewable energy sector in the United States and around the world, particularly with respect to small and mid-sized projects and businesses that are newly developed. Many of the traditional sources of equity capital for the renewable energy marketplace were attracted to renewable energy projects based on their ability to utilize ITCs and tax deductions. We believe that due to changes in their taxable income profiles that have made these tax incentives less valuable, these traditional sources of equity capital have withdrawn from the market. In addition, much of the capital that is available is focused on larger projects that have long-term off-take contracts in place, and does not allow project owners to take any “merchant” or investment risk with respect to RECs. We believe many project developers are not finding or are encountering delays in accessing capital for their projects. As a result, we believe a significant opportunity exists for us to provide new forms of capital to meet this demand.

 

Critical Accounting Policies and Use of Estimates

 

The following discussion addresses the accounting policies utilized based on our initial operations. Our most critical accounting policies will involve decisions and assessments that could affect our reported assets and liabilities, as well as our reported revenues and expenses. We believe that all of the decisions and assessments upon which our financial statements are based will be reasonable at the time made and based upon information available to us at that time. Our critical accounting policies and accounting estimates will be expanded over time as we continue to implement our business and operating strategy. The material accounting policies and estimates that we initially expect to be most critical to an investor’s understanding of our financial results and condition, as well as those that require complex judgment decisions by our management, are discussed below.

 

Basis of Presentation

 

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties.

 

Although we are organized and intend to conduct our business in a manner so that we are not required to register as an investment company under the Investment Company Act, our consolidated financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies, or ASC Topic 946. Overall, we believe that the use of investment company accounting makes our consolidated financial statements more useful to investors and other financial statement users since it will allow a more appropriate basis of comparison to other entities with similar investment objectives.

 

Investment Classification

 

We classify our investments by level of control. “Control Investments” are investments in companies in which we own 25% or more of the voting securities of such company or have greater than 50% representation on such company’s Board. “Affiliate Investments” are investments in companies in which we own 5% or more and less than 25% of the voting securities of such company. “Non-Control/Non- Affiliate Investments” are investments that are neither Control Investments nor Affiliate Investments. Because our financial statements are prepared in accordance with ASC Topic 946, we will not consolidate companies in which we have Control Investments nor will we apply the equity method of accounting to our Control Investments or Affiliate Investments.

 

Valuation of Investments

 

Our advisor, in conjunction with an independent valuation firm when necessary, subject to the review and approval of the board of directors, is ultimately responsible for the determination, in good faith, of the fair value of investments. In that regard, the advisor has established policies and procedures which have been reviewed and approved by our board of directors, to estimate the fair value of our investments which are detailed below. Any changes to these policies and procedures are required to be approved by our board of directors, including a majority of our independent directors.

 

Investments for which market quotations are readily available are valued at such market quotations.

 

For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available, our board of directors has approved a multi-step valuation process each fiscal quarter, as described below:

 

1. each investment will be valued by GCM. As part of the valuation process, GCM will prepare the valuations and associated supporting materials for review and approval by the board of directors;

 

  

2. our board of directors has approved the selection of an independent valuation firm to assist with the review of the valuations prepared by GCM. At the direction of our board of directors, the independent valuation firm will review valuations prepared by GCM for the appropriate application of its valuation policies and the appropriateness of significant inputs used in the valuation models by performing certain limited procedures, which will include a review of GCM’s estimates of fair value for each investment and providing an opinion that GCM’s estimate of fair value for each investment is reasonable. The independent valuation firm may also provide direct assistance to GCM in preparing fair value estimates if the board of directors approves such assistance. In the event that the independent valuation firm is directly involved in preparing the fair value estimate, our board of directors has the authority to hire a separate valuation firm to review that opinion of value;

 

3. the audit committee of our board of directors reviews and discusses the preliminary valuation prepared by GCM and the report of the independent valuation firm, if any; and

 

4. our board of directors reviews the valuations and approves the fair value of each investment in our portfolio in good faith by GCM.

 

Loan investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (for example, interest and amortization payments) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value using current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our loans include as applicable: debt covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the project’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer business entities that are public, mergers and acquisitions comparables, the principal market and enterprise values, among other factors.

 

Equity investments are also valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts (for example net cash flows or earnings) to a single present value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value using current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in determining the fair value of our equity investments include, as applicable: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, the project’s earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer business entities that are public, mergers and acquisitions comparables, the principal market and enterprise values, among other factors.

 

We have adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements), or ASC Topic 820, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements.

 

ASC Topic 820 clarifies that the fair value price is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:

 

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by our company at the measurement date.

 

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

 

Level 3: Unobservable inputs for the asset or liability.

 

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

 

  

Our board of directors has approved the selection of an independent valuation firm to review our advisor’s valuation methodology and to work with our advisor and officers to provide additional inputs for consideration by our audit committee and to work directly with our full board of directors, at the board of directors’ request, with respect to the fair value of investments. For example, our board of directors may determine to engage more than one independent valuation firm in circumstances in which specific expertise of a particular asset or asset class is needed in connection with the valuation of an investment. In addition, GCM will recommend to our board of directors that one quarter of our investments be valued by an independent valuation firm each quarter, on a rotating quarterly basis. Accordingly, each such investment would be reviewed by an independent valuation firm at least once per year.

 

Our board of directors will have the ability to review our advisor’s valuation methodologies each quarter in connection with GCM’s presentation of its valuation recommendations to the audit committee. If during the period between quarterly board meetings, GCM determines that significant changes have occurred since the prior meeting of the board of directors at which it presented its recommendations on the valuation methodology, then GCM will also prepare and present recommendations to the audit committee of the board of directors of its proposed changes to the current valuation methodology. Any such changes to our valuation methodologies will require the approval of our board of directors, including a majority of our independent directors. We will disclose any change in our valuation methodologies, or any change in our investment criteria or strategies, that would constitute a fundamental change in a registration statement amendment prior to its implementation.

  

Foreign Currency Translation

 

The accounting records of the company are maintained in U.S. Dollars. The fair value of investments and other assets and liabilities denominated in non-U.S. currencies are translated into U.S. Dollars using the exchange rate at 4:00 p.m., Eastern Time, at each quarter end. Amounts related to the purchases and sales of investments, investment income and expenses are translated at the rates of exchange prevailing on the respective dates of such transactions.

 

Net unrealized currency gains and losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate are reflected as part of unrealized appreciation/depreciation on translation of assets and liabilities denominated in foreign currencies.

 

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

 

Calculation of Net Asset Value

 

Our net asset value has been calculated and published on a quarterly basis since June 30, 2014, which was the first full quarter after the minimum offering requirement was satisfied. We will calculate our net asset value per share by subtracting all liabilities from the total carrying amount of our assets, which includes the fair value of our investments, and dividing the result by the total number of outstanding shares on the date of valuation. For purposes of calculating our net asset value, we expect to carry all liabilities at cost.

 

The determination of the fair value of our investments requires judgment, especially with respect to investments for which market quotations are not available. For most of our investments, market quotations are not available. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. Because the calculation of our net asset value is based, in part, on the fair value of our investments as determined by our advisor, which is an affiliated entity of the company, our calculation of net asset value is to a degree subjective and could be adversely affected if the determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such investments. Furthermore, the fair value of our investments, as reviewed and approved by our board of directors, may be materially different from the valuation as determined by an independent valuation firm.

 

Revenue Recognition

 

We record interest income on an accrual basis to the extent that we expect to collect such amounts. We do not accrue as a receivable interest on loans and debt securities for accounting purposes if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities as interest income.

 

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

 

  

Dividend income is recorded (1) on the ex-dividend date for publicly issued securities and (2) when received from private investments.

 

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

 

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

 

Organization Costs

 

Organization costs will be expensed on the company’s statement of operations as incurred.

 

Offering Costs

 

Offering costs include all costs to be paid by the company in connection with the offering, including legal, accounting, printing, mailing and filing fees, charges of the company’s escrow holder, due diligence expense reimbursements to participating broker-dealers included in detailed and itemized invoices and costs in connection with administrative oversight of the offering and marketing process, and preparing supplemental sales materials, holding educational conferences, and attending retail seminars conducted by broker-dealers. When recognized by the company, offering costs will be recognized as a reduction of the proceeds from the offering. The company had previously disclosed that its policy was to defer offering costs and recognize these costs as an expense over a 12 month period.

 

Recently Issued Accounting Pronouncements

 

In August 2014, the FASB issued new accounting guidance that requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The amendments provide a definition of the term ‘substantial doubt’ and include principles for considering the mitigating effect of management’s plans. The amendments also require an evaluation every reporting period, including interim periods for a period of one year after the date that the financial statements are issued (or available to be issued), and certain disclosures when substantial doubt is alleviated or not alleviated. The amendments in this update are effective for reporting periods ending after December 15, 2016. Management is currently evaluating the impact of adopting this new accounting guidance on the company’s consolidated financial statement.

 

​On January 9, 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items, or ASU 2015-01, to simplify income statement classification by removing the concept of extraordinary items from GAAP. As a result, items that are both unusual and infrequent will no longer be separately reported net of tax after continuing operations. The standard is effective for periods beginning after December 15, 2015. The company does not expect the adoption of ASU 2015-01 to have a material effect on the company’s consolidated financial statements.

 

JOBS Act

 

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act, enacted on April 5, 2012. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

 

Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:

 

•

the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

 

•

the last day of the fiscal year following the fifth anniversary of the completion of this offering;

 

•

the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and

 

  

•

the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates as of the last day of our most recently completed second fiscal quarter, (ii) been a public company for at least 12 months and (iii) filed at least one annual report with the SEC. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter.

 

The JOBS Act also provides that an “emerging growth company” can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. However, we are choosing to opt out of that extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not “emerging growth companies.” Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

Portfolio and Investment Activity

 

During the six months ended June 30, 2015, the company invested in one new solar generation portfolio as follows:

 

East to West Solar Portfolio

 

As of January 30, 2014, the company acquired a 9.789 Megawatts of operating solar power facilities located on 13 sites in the states of Colorado, Connecticut, Florida, Hawaii, Indiana and North Carolina for a gross purchase price of approximately $17,250,000. The portfolio was acquired with approximately $9,073,000 of project financing debt in place with Bridge Bank ($5,713,000) and the City and County of Denver ($3,360,000) with interest rates originally ranging from 5.5% to 7.5% annually.

 

The East to West Solar Portfolio consists of ground and roof mounted solar systems located on municipal and commercial properties as follows:

 

1.

Denver International Airport - The Denver International Airport System has a generation capacity of 1,587.6 kW. The System sells power directly to the City and County of Denver Department of Aviation, which is the owner and operator of the airport. The System has a 25-year variable rate PPA with a floor price of $0.036/kWh. The System also sells Solar Renewable Energy Credits (SORECs) to the local utility (Xcel Energy) under a 20 year contract.

2.

Progress Energy I – The Progress Energy I System has a generation capacity of 2,479.0 kW. The System is located in Laurinburg, North Carolina and sells power to the utility, Duke Energy (Progress Energy) under a 20-year fixed rate PPA at $0.120/kWh.

3.

Progress Energy II – The Progress Energy II System has a generation capacity of 2,499.2 kW. The System is located in Laurinburg, North Carolina and sells power directly to the utility, Duke Energy (Progress Energy) under a 15-year fixed rate PPA at $0.083/. The System also sells Renewable Energy Credits (RECs) to Duke Energy (Progress Energy) under a 15 year contract.

4.

SunSense I - The SunSense I System has a generation capacity of 500.0 kW. The System is located in Raleigh, North Carolina and sells power directly to the utility, Duke Energy (Progress Energy Carolinas, Inc.) under a 20-year fixed rate PPA at $0.150/kWh.

5.

SunSense II – The SunSense II System has a generation capacity of 497.0 kW. The System is located in Clayton, North Carolina and sells power directly to the utility, Duke Energy (Progress Energy Carolinas, Inc.) under a 20-year fixed rate PPA at $0.150/kWh.

6.

SunSense III – The SunSense III System has a generation capacity of 497.0 kW. The System is located in Fletcher, North Carolina and sells power directly to the utility, Duke Energy (Progress Energy Carolinas, Inc.) under a 20-year fixed rate PPA at $0.150/kWh.

7.

NIPSCO III – The NIPSCO “Turtle Top” System has a generation capacity of 375.2 kW. The System is located in New Paris, Indiana and sells power directly to the Northern Indiana Public Service Company under a 15-year fixed rate PPA which started at $0.260/kWh and grows annually at 2.0%.

8.

OUC I – The OUC I System has a generation capacity of 417.0 kW. The System is located in Orlando, Florida and sells power directly to the Orlando Utilities Commission. The System has a 25-year fixed rate PPA at $0.195/kWh.

9.

KIUC – The KIUC System has a generation capacity of 383.0 kW. The System is located in Koloa, Hawaii and sells power directly to the Kauai Island Utility Cooperative under a 20-year fixed rate PPA at $0.200/kWh.

10.

TJ Maxx – The TJ Maxx System has a generation capacity of 249.9 kW. The System is located in Bloomfield, Connecticut and sells power directly to the H.G. Conn. Realty Corp under a 15-year fixed rate PPA which started at $0.112/kWh and grows annual at 3%.

11.

Denver Public Schools (Green Valley) – The Green Valley System has a generation capacity of 101.2kW. The System is located in Denver, Colorado and sells power directly to the Denver Public Schools under a 20-year fixed rate PPA which started at $0.027/kWh and grows annually at 3%. The System also sells SORECs to Xcel Energy under a 20-year fixed price contract at a rate of $0.115/kWh.

12.

Denver Public Schools (Rachel B. Noel) – The Rachel B. Noel System has a generation capacity of 101.2 kW. The System is located in Denver, Colorado, and sells power directly to the Denver Public Schools under a 20-year fixed rate PPA which started at $0.027/kWh and grows annually at 3%. The System also sells SORECs to Xcel Energy under a 20-year fixed price contract at a rate of $0.115/kWh.

 

 

13.

Denver Public Schools (Greenwood) – The Greenwood System has a generation capacity of 101.2 kW. The System is located in Denver, Colorado, and sells power directly to Denver Public Schools under a 20-year fixed rate PPA which started at $0.027/kWh and grows annually at 3%. The System also sells SORECs to Xcel Energy under a 20-year fixed price contract at a rate of $0.115/kWh.

  

On April 13, 2015 and April 16, 2015, respectively, the company acquired two additional operating solar PV systems each approximately 1.0 MW and together comprising a total of 2.05 MW located in Gainesville, Florida. The amount of power that is expected to be produced by these two facilities is approximately 3,246,000 kWh in 2015.

 

Details of these two ground mounted solar facilities, which were added to the East to West Solar Portfolio, are as follows:

 

1.

MLH2 - The MLH2 System has a generation capacity of 1,000 kW. The System is located in Gainesville, Florida, on land now owned by the company, and sells power to the Gainesville Regional Utility (GRU), which is rated Aa2 by Moody’s, under a 20 year fixed rate PPA at a price of $0.19/kWh. The System was placed in service on September 27, 2012.

 

2.

MLH3 – The MLH3 System has a generation capacity of 1,050 kW. The System is located in Gainesville, Florida and sells power to the Gainesville Regional Utility (GRU), which is rated Aa2 by Moody’s, under a 20 year fixed rate PPA at a price of $0.15/kWh. The System was placed in service on November 22, 2013.

 

The purchase of these two facilities was funded through equity investment by the company of $4,100,000. In total, these two systems are expected to produce enough electricity to power approximately 336 homes for one year of typical use. The initial yield on the portfolio is expected to be approximately 10.0%. In conjunction with the purchase of these facilities, the company drew down an additional $1,691,000 in funds from Bridge Bank at an annual interest rate of 6.25%

 

With the completion of this acquisition, Greenbacker now owns and operates approximately 13 Megawatts of operating solar power facilities throughout the United States and Canada.

 

Investment Summary

 

During the six months ended June 30, 2015, we invested $10,900,000 in equity into East to West Solar LLC as well as invested an additional $3,350,000 in the Green Maple LLC to fund construction of the solar facilities.

 

The composition of the company’s investments as of June 30, 2015, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Sunny Mountain Portfolio		$	920,000			$	1,298,815				7.5	%
Canadian Northern Lights Portfolio			1,078,136				1,141,534				6.6
East to West Solar Portfolio			10,900,000				10,850,888				62.6
Green Maple Portfolio			4,050,000				4,045,358				23.3
Total		$	16,948,136			$	17,336,595				100.0	%

 

The composition of the company’s investments as of December 31, 2014, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Sunny Mountain Portfolio		$	920,000			$	989,115				36.1	%
Canadian Northern Lights Portfolio			1,068,136				1,048,709				38.3
Green Maple Portfolio			700,000				699,677				25.6
Total		$	2,688,136			$	2,737,501				100.0	%

 

The composition of the company’s investments as of June 30, 2015 by industry, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Alternative Energy - Solar		$	16,948,136			$	17,336,595				100.0	%
Total		$	16,948,136			$	17,336,595				100.0	%

 

 

 

The composition of the company’s investments as of December 31, 2014 by industry, at amortized cost and fair value, were as follows:

 

		Investments at Cost				Investments at Fair Value				Fair Value Percentage of Total Portfolio
Alternative Energy - Solar		$	2,688,136			$	2,737,501				100.00	%
Total		$	2,688,136			$	2,737,501				100.00	%

 

Results of Operations

 

On March 28, 2014, we had satisfied the minimum offering requirements and on April 25, 2014, commenced operations.

 

Revenues. Dividend income for the three and six months ended June 30, 2015 totaled $632,500 and $690,000, respectively, while interest income earned on our cash and cash equivalents amounted to $1,146 and $1,861, respectively. Interest income earned on our cash and cash equivalents for the period ended June 30, 2014 totaled $80.

 

As the majority of our assets will consist of equity investments in renewable energy projects, we expect that the majority of our revenue will be generated in the form of dividend income. Dividend income from our privately held, equity investments are recognized when received. The other major component of our revenue will be interest income earned on our debt investments, including loans to developers and loans made directly or indirectly to renewable energy projects.

 

Expenses. For the three and six months ended June 30, 2015, the company incurred $416,866 and $658,593 in operating expenses, respectively, including the management fees earned by the advisor. For the period from commencement of operations (April 25, 2014) through June 30, 2014, the Company incurred $167,669 in operating expenses including the management fees earned by the advisor. While the advisor has assumed responsibility for all of the company’s operating expenses under the expense reimbursement agreement above the Maximum Rate (defined below). During the six months ended June 30, 2015, the advisor elected to limit the company’s operating expenses to no higher than 5% annually of the company’s average net assets for the period, (reduced the maximum rates), which amounted to an expense reimbursement of $117,137 and $182,166 for the three and six months ended June 30, 2015, respectively.

 

For the period ended June 30, 2014, the management fees amounted to $10,147 which were waived by our advisor. For the period ended June 30, 2014, there were no incentive fees. While other expenses during the period amounted to $390,403 including $222,734 of pre-operating expenses, our advisor assumed responsibility for operating expenses above the Maximum Rates as of June 30, 2014, which amounted to $326,712 during the period ended June 30, 2014.

 

For the three and six months ended June 30, 2015, the advisor earned $102,020 and $164,303 in management fees, respectively. While there were no incentive allocations earned to date by the advisor, the financial statements reflect a $9,280 decrease in incentive allocation for the three months ended June 30, 2015 and $67,819 incentive allocation for the six months ended June 30, 2015, based upon net unrealized gains.

 

 

Pursuant to the terms of the expense reimbursement agreement, the advisor has paid for pre-operating and operating expenses from inception to date on behalf of the company. Such expenses may be expensed by the company and payable to the advisor under the terms outlined in the expense reimbursement agreement. For the three and six months ended June 30, 2015, our advisor assumed operating expenses for the company in an amount of $117,137 and $182,166, respectively, to keep total annual operating expenses (exclusive of interest, taxes, dividend expense, borrowing costs, organizational and extraordinary expenses) of the company at percentages of average net asset for any calculation period no higher than 5.0% for Class A Class C and Class I shares (the “Maximum Rates”), and (ii) the company shall reimburse advisor, within 30 days of delivery of a request in proper form, for such expenses, provided that such repayments do not cause the total expenses attributable to a share class during the year to exceed the Maximum Rate. The expense reimbursement agreement was amended in December 2014 to continue until the earlier of December 31, 2015 or the end of the offering. No repayments by the company to our advisor shall be permitted after the earlier of (i) the company’s offering has expired or is terminated or (ii) December 31, 2016. Furthermore, if the advisory agreement is terminated or not renewed, the advisor will have no further obligation to limit expenses per the expense reimbursement agreement and the company will not have any further obligation to reimburse the advisor for expenses not reimbursed as of the date of the termination. During the six months ended June 30, 2015, the advisor reduced the Maximum Rates to ensure that the percentage of operating expenses, as defined, to average net assets was no greater than 5% annualized.

 

Going forward, we expect our primary expenses to be the payment of asset management fees and the reimbursement of expenses under our advisory agreement with the advisor. We will bear other expenses, which are expected to include, among other things:

 

•

organization and offering expenses relating to offerings of units, subject to limitations included in our advisory agreement;

 

 

 

•

the cost of calculating our net asset value, including the related fees and cost of retaining third-party valuation services;

 

•

the cost of effecting sales and repurchases of units;

 

•

fees payable to third parties relating to, or associated with our financial and legal affairs, making investments, and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments and sub- advisors;

 

•

fees payable to our advisor;

 

•

interest payable on debt, if any, incurred to finance our investments;

 

•

transfer agent and custodial fees;

 

•

fees and expenses associated with marketing efforts;

 

•

federal and state registration fees;

 

•

independent manager fees and expenses, including travel expenses;

 

•

costs of board meetings, unitholders’ reports and notices and any proxy statements;

 

•

directors and officers errors and omissions liability insurance and other types of insurance;

 

•

direct costs, including those relating to printing of unitholder reports and advertising or sales materials, mailing, long distance telephone and staff;

 

•

fees and expenses associated with the collection, monitoring, reporting of the non-financial impact of our investments, including expenses associated with third party external assurance of our impact data;

 

•

fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002 and applicable federal and state securities laws; and

 

•

all other expenses incurred by us or the advisor or sub-advisors in connection with administering our investment portfolio, including expenses incurred by our advisor in performing certain of its obligations under the advisory agreement.

 

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments. Net realized and unrealized gains and losses from our investments are reported on the consolidated statements of operations. We measure realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation will reflect the change in investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. While we recognized no realized gains or losses for the three and six months ended June 30, 2015, a net change in unrealized appreciation (depreciation) on investments of ($46,396) and $339,094, respectively, was recorded during the three and six months ended June 30, 2015. For the period ended June 30, 2014, we had no net realized gains or losses and no unrealized appreciation / depreciation recorded in the consolidated statements of operations.

 

Changes in Net Assets from Operations. For the three and six months ended June 30, 2015, we recorded a net increase in net assets resulting from operations of $287,521 and $554,528, respectively. For the period ended June 30, 2014, we recorded a net decrease in net assets resulting from operations of $53,464.

 

Changes in Net Assets, Net Asset Value and Offering Prices. Based on the net asset value with respect to the quarter ended June 30, 2015, the offering price of our shares has not changed and we are continuing to sell shares at their original prices of $8.50 plus commissions. However, the net asset value per share and the offering prices would have decreased since commencement of operations as well as for the quarter ended June 30, 2015 if the advisor had not absorbed and deferred reimbursement for a significant portion of the company’s operating expenses since it began its operations. Without the absorption of certain operating expenses contributed from the advisor, the net asset value as of June 30, 2015 would have been $8.44.

 

On December 29, 2014, we entered into a capital contribution agreement with our advisor and Greenbacker Group LLC, a direct owner of our advisor, pursuant to which a non-refundable, non-interest-bearing capital contribution to the company in the amount of $193,000 was made on December 31, 2014, to maintain the company’s net asset value per share at $8.50.

 

  

Liquidity And Capital Resources

 

As of June 30, 2015 and December 31, 2014, we had $8,198,859 and $7,567,061 in cash and cash equivalents, respectively. We will use significant cash to fund the acquisition, construction and operation of renewable energy and energy efficiency and sustainable development projects, make investments in renewable energy businesses, repay principal and interest on our borrowings, make distributions to our members and fund our operations. Our primary sources of cash will generally consist of:

 

•

the net proceeds of this offering;

 

•

dividends, fees, and interest earned from our portfolio of investments, as a result of, among other things, cash flows from a project’s power sales;

 

•

proceeds from sales of assets and capital repayments from investments;

 

•

financing fees, retainers and structuring fees;

 

•

incentives and payments from federal, state and/or municipal governments; and

 

•

potential borrowing capacity under future financing sources.

 

Operating entities of the company, which are accounted for as investments using fair value in the company’s financial statements under ASC 820, had approximately $10,584,000 in outstanding notes payable collateralized by certain solar assets and membership interests in limited liability companies included in the East to West Solar Portfolio as of June 30, 2015. GREC provided an unsecured guarantee on the repayment of these loans. During the quarter ending June 30, 2015, the company renegotiated interest rates on all outstanding loans with interest rates greater than 6.25% to 6.25% prospectively. The notes payable weighted average interest rate was 6.01%.

 

The following table summarizes the notes payable balances of the East to West Solar Portfolio as of June 30, 2015:

 

Interest Rates

Range

Weighted Average

Maturity Date

June 30, 2015

Fixed rate notes payable

5.50% - 6.25%

6.01%

02/10/2018 - 03/31/2021

$

10,584,000

 

The principal payments due on the notes payable for each of the next five years ending December 31 and thereafter, are as follows (amounts in thousands):

 

Year ending December 31:				Principal Payments
	2015				341
	2016				594
	2017				625
	2018				1,699
	2019				589
	Thereafter				6,736
				$	10,584

 

In the future, we expect that our primary sources of financing will be through corporate-level credit facilities or other secured and unsecured borrowings. In addition, we expect to use other financing methods at the project level as necessary, including joint venture structures, construction loans, property mortgages, letters of credit, sale and leaseback transactions, other lease transactions and other arrangements, any of which may be unsecured or may be secured by mortgages or other interests in our assets. In addition, other sources of capital may include tax equity financings, whereby an investor receives an allocation of tax benefits as well as cash distribution and governmental grants. Tax equity investors are passive investors, usually large tax-paying financial entities such as banks, insurance companies and utility affiliates that use these investments to reduce future tax liabilities. Depending on the arrangement, until the tax equity investors achieve their agreed upon rate of return, they may be entitled to substantially all of the applicable project’s operating cash flow, as well as substantially all of the project’s ITCs, accelerated depreciation and taxable income or loss. Typically, tax equity financing transactions are structured so that the tax equity investors reach their target return between five and 10 years after the applicable project achieves commercial operation. As a result, a tax equity financing may substantially reduce the cash distributions from the applicable project available for debt service and the period during which the tax equity investors receive most of the cash distributions may last longer than expected if the portfolio company’s energy projects perform below our expectations. While the terms of a tax equity financing may cause cash to be diverted away from the company to the tax equity investor for certain periods specified in the financing arrangement (often five to ten years, measured from commencement of the tax equity financing), the we expect to couple investments where cash is so restrained with other cash flowing investments so as to provide cash for distributions to investors. Our investment strategy will involve a combination of different types of investments, so as to maintain a mix of cash flowing and non-cash flowing investments. We may also issue publicly or privately placed debt instruments.

 

  

Hedging Activities

 

While we may seek to stabilize our financing costs as well as any potential decline in our investments by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk, we have not entered into any derivative transactions as of June 30, 2015 and currently have no immediate plans to do so.

 

In regard to our investment in the Canadian Northern Lights Portfolio, with 45 solar assets located in and around Toronto, Ontario, Canada, we do possess foreign currency risk related to our revenue and operating expenses which are denominated in the Canadian dollars as opposed to the U.S. dollar. While we are currently of the opinion that the currency fluctuation between the Canadian and US dollar will not have a material impact on our operating results, we may in the future enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk if we believe not doing so would have a material impact our results of operations.

  

Contractual Obligations

 

While the company does not include a contractual obligations table herein as all obligations of the company are short-term, we have included the following information related to commitments of the company to further assist investors in understanding our outstanding commitments.

 

Advisory Agreement - GCM, a private firm that intends to register as an investment adviser under the Advisers Act no later than it is required to do so pursuant to the Advisers Act, serves as our advisor. Under the direction of our board of directors, GCM manages our day-to-day operations and provides advisory and management services to us. The advisory agreement was previously approved by our board of directors and became effective on April 25, 2014. Unless earlier terminated, the advisory agreement will remain in effect for a period of one year from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of our independent directors. The advisory agreement was re-approved in March 2015 for the one-year period commencing April 25, 2015.

 

Pursuant to the advisory agreement, GCM is authorized to retain one or more subadvisors with expertise in our target assets to assist GCM in fulfilling its responsibilities under the advisory agreement. However, GCM will be required to monitor any subadvisor to ensure that material information discussed by management of any subadvisor is communicated to our board of directors, as appropriate. If GCM retains any subadvisor, our advisor will pay such subadvisor a portion of the fees that it receives from us. We will not pay any additional fees to a subadvisor. While our advisor will oversee the performance of any subadvisor, our advisor will remain primarily liable to us to perform all of its duties under the advisory agreement, including those delegated to any subadvisor. As of June 30, 2015, no subadvisors have been retained by GCM.

 

Pursuant to an advisory agreement, we pay GCM a base management fee for advisory and management services. The base management fee is calculated at a monthly rate of 0.167% (2.00% annually) of our gross assets (including amounts borrowed). The Special Unitholder, an entity affiliated with our advisor, will hold the special unit in our company entitling it to an incentive allocation and distribution. Pursuant to our LLC Agreement, the incentive allocation and distribution, or incentive distribution, will have three parts as follows: the Income Incentive Distribution, Capital Gains Incentive Distribution and the Liquidation Incentive Distribution.

 

Administration Agreement - Greenbacker Administration LLC, a Delaware limited liability company and an affiliate of our advisor, will serve as our Administrator. As of June 30, 2015, Greenbacker Administration LLC has delegated certain of its administrative functions to US Bancorp Financial Services LLC. Greenbacker Administration may enter into similar arrangements with other third party administrators, including with respect to cash management and fund accounting services. In the future, Greenbacker Administration LLC may perform certain asset management and oversight services, as well as asset accounting and administrative services, for the company. It is anticipated, however, that Greenbacker Administration LLC will delegate such administrative functions to third parties in order to recognize certain operational efficiencies for the benefit of the company.

 

Green Maple Solar Portfolio – Pursuant to the definitive agreement to acquire the to-be-constructed Green Maple Portfolio, the company, subject to certain conditions, has committed to fund the acquisition and right to construct each of the five solar power facilities that comprise the Green Maple Portfolio. As of June 30, 2015, four limited liability companies, each of which own the rights to construct and operate a specific solar power facility, have been acquired by the company. If all conditions precedent for the fifth solar power facility in the Green Mountain Portfolio are met, the minimum commitment for the company is approximately $302,000. The cost of the five fully constructed sites in the Green Maple Portfolio is expected to be approximately $9,500,000.

 

 

Pledge of Collateral and Unsecured Guarantee of loans to subsidiaries: Pursuant to various loan agreements between operating subsidiaries of the East to West Solar portfolio and various financial institutions, East to West Solar LLC, a wholly owned subsidiary of GREC, has pledged all solar operating assets as well as the membership interests in various operating subsidiaries as collateral for the term loans which expire on dates through 2021. In addition, East to West Solar LLC and GREC have provided an unsecured guaranty on approximately $10,584,000 of term loans as of June 30, 2015.

 

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our advisory agreement.

 

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

  

Distributions

 

Subject to the board of directors’ review and approval and applicable legal restrictions, we intend to authorize and declare distributions on a quarterly basis and pay distributions on a monthly basis. We will calculate each member’s specific distribution amount for the period using record and declaration dates, and each member’s distributions will begin to accrue on the date we accept each member’s subscription for shares. From time to time, we may also pay interim special distributions in the form of cash or shares, with the approval of our board of directors.

 

Distributions will be made on all classes of our shares at the same time. The cash distributions with respect to the Class C shares will be lower than the cash distributions with respect to Class A and Class I shares because of the distribution fee relating to Class C shares, which will be allocated as a Class C specific charge. Amounts distributed to each class will be allocated among the holders of our shares in such class in proportion to their shares.

 

Inflation

 

We do not anticipate that inflation will have a significant effect on our results of operations. However, in the event of a significant increase in inflation, interest rates could rise and our projects and investments may be materially adversely affected.

 

Seasonality

 

Certain types of renewable power generation may exhibit seasonal behavior. For example, wind power generation is generally stronger in winter than in summer as wind speed tends to be higher when the weather is colder. In contrast, solar power generation is typically stronger in the summer than in the winter. This is primarily due to the brighter sunshine, longer days and shorter nights of the summer months, which generally result in the highest power output of the year for solar power. Because these seasonal variations are relatively predictable for these types of assets, we factor in the effects of seasonality when analyzing a potential investment in these target assets. Therefore, the impact that seasonality may have on our business, including the cash flows from our investments in our target assets, will depend on the diversity of our investments in renewable energy, energy efficiency and other sustainability related projects in our overall portfolio at such time as we have fully invested the proceeds from this offering. However, in the early stages of our operations, or to the extent our initial investments are concentrated in either solar or wind power, we expect our business to be seasonal based on the type of investment, as discussed above.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The following qualitative disclosures regarding our market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how we, along with our advisor, manage our primary market risk exposures, constitute forward- looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Our primary market risk exposures as well as the strategies used and to be used by the advisor managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of our risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to our risk exposures and risk management strategies. There can be no assurance that our current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short or long term. Investors must be prepared to lose all or substantially all of their investment in the shares.

 

We anticipate that our primary market risks will be related to commodity prices, the credit quality of our counterparties and project companies and market interest rates. We will seek to manage these risks while, at the same time, seeking to provide an opportunity to member’s to realize attractive returns through ownership of our shares.

 

  

Commodity price risk. Investments in renewable energy and energy efficiency projects and businesses expose us to volatility in the market prices of electricity. In an effort to stabilize our revenue, we generally expect our projects will have power purchase agreements with local utilities and off-takers that ensure that all or most of electricity generated by each project will be purchased at the contracted price. In the event any electricity is not purchased by the off-taker or the energy produced exceeds the off-taker’s capacity, we generally will sell that excess energy to the local utility or other suitable counterparty, which would potentially ensure revenue is generated for all electricity produced. We may be exposed to the risk that the off-taker will fail to perform under the power purchase agreement, with the result that we will have to sell our electricity at the market price, which could be disadvantageous.

 

In regard to the market price of oil, our investments are little effected by the volatility in this market as most oil consumed in the U.S. today is used for transportation infrastructure and not for the generation of electricity.

 

Credit risk. Through our investments in our target assets, we expect to be indirectly exposed to credit risk relating to counterparties to the electricity sales agreements (including power purchase agreements) for our projects as well as the businesses in which we invest. If counterparties to the electricity sales agreements for our projects or the businesses in which we invest are unable to make payments to us when due, or at all, our financial condition and results of operations could be materially adversely effected. GCM will seek to mitigate this risk by deploying a comprehensive review and asset selection process and careful ongoing monitoring of acquired assets. In addition, we expect our projects will seek to have contracts with high credit quality counterparties. Nevertheless, unanticipated credit losses could occur which could adversely impact our operating results.

  

Changes in market interest rates. With respect to our proposed business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt investments to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt investments to increase.

 

Changes in government incentives. Retrospective changes in the levels of government incentives may have a negative impact on current investments. Prospective changes in the levels of government incentives may impact the relative attractiveness of future investments in various renewable energy projects, which could make it difficult for GCM to find suitable investments in the sector.

 

Item 4. Controls and Procedures

 

Disclosure Controls

 

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q and determined that the disclosure controls and procedures are effective. Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act are recorded, processed and summarized and reported within the time period specified in the applicable rules and forms.

 

Change in Internal Control Over Financial Reporting

 

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the period ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Any control system, no matter how well designed and operated, can only provide reasonable (but not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None of us, GCM, or the Administrator, is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us, or against GCM or the Administrator.

 

  

Item 1A. Risk Factors

 

There have been no material changes from the risk factors disclosed under the heading “Risk Factors” in the LLC’s annual report on Form 10-K for the year ended December 31, 2014.

 

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

 

Not applicable.

 

Item 3. Defaults upon Senior Securities

 

Not applicable.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

  

Item 5. Other information

 

Not applicable.

 

Item 6. Exhibits

 

Exhibit Number		Description of Document
3.1*		Certificate of formation of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333- 178786-01) filed on December 11, 2012)
3.2*		Third Amended and Restated Limited Liability Company Operating Agreement of Greenbacker Renewable Energy Company LLC (Incorporated by reference from Exhibit 3.2 of the Registrant’s Annual Report on Form 10-K (File No. 333-178786-01) filed on March 20, 2015)
4.1*		Form of Distribution Reinvestment Plan (Incorporated by reference from Exhibit 4.1 of the Registrant’s Pre-Effective Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-178786-01) filed on July 11, 2013)
31.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
31.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended
32.1**		Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes- Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes- Oxley Act of 2002
101		The following materials from Greenbacker Renewable Energy Company LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 6, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Assets and Liabilities, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Net Assets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Schedules of Investments and (vi) Notes to the Consolidated Financial Statements

 

*	Filed previously.

 

**	Filed herewith.

 

   

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 6, 2015	By	/s/ Charles Wheeler
		Charles Wheeler
		Chief Executive Officer and Director
		(Principal Executive Officer)
		Greenbacker Renewable Energy Company LLC
Date: August 6, 2015	By	/s/ Richard C. Butt
		Richard C. Butt
		Chief Financial Officer and Principal Accounting Officer
		(Principal Financial and Accounting Officer)
		Greenbacker Renewable Energy Company LLC