Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32-2 - Greenbacker Renewable Energy Co LLC | s105256_ex32-2.htm |
| EX-32.1 - EXHIBIT 32-1 - Greenbacker Renewable Energy Co LLC | s105256_ex32-1.htm |
| EX-31.2 - EXHIBIT 31-2 - Greenbacker Renewable Energy Co LLC | s105256_ex31-2.htm |
| EX-31.1 - EXHIBIT 31-1 - Greenbacker Renewable Energy Co LLC | s105256_ex31-1.htm |
| EX-21.1 - EXHIBIT 21.1 - Greenbacker Renewable Energy Co LLC | s105256_ex21-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-55610
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)
Charles Wheeler
c/o Greenbacker Capital Management LLC
369 Lexington Avenue, Suite 312
New York, NY 10017
Tel (646) 237-7884
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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 March 1, 2017, the registrant had 16,252,787 shares of common stock, $0.001 par value, outstanding.
TABLE OF CONTENTS
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In this annual report on Form 10-K, except as otherwise indicated, the terms:
| • | The term "LLC" refers to Greenbacker Renewable Energy Company LLC; |
| • | “we,” “us,” “our” and the “company” refers, collectively, to Greenbacker Renewable Energy Company LLC and Greenbacker Renewable Energy Corporation; |
| • | The “advisor” and “GCM” refer to Greenbacker Capital Management LLC, our advisor; |
| • | The term “Special Unitholder” refers to GREC Advisors, LLC, a Delaware limited liability company, which is a subsidiary of our advisor; |
| • | The term “special unit” refers to the special unit of limited liability company interest in the LLC entitling the Special Unitholder to an incentive allocation and distribution; |
| • | The term “SC Distributors” and “dealer manager” refer to SC Distributors, LLC, a Delaware limited liability company, the LLC’s dealer manager; |
| • | “GREC” refers to Greenbacker Renewable Energy Corporation, a Maryland corporation; |
| • | “Greenbacker Administration” and “Administrator” refers to Greenbacker Administration, LLC, our Administrator; and |
| • | “Greenbacker Group LLC” refers to a sponsor of the company and the parent of GCM. |
FORMATION OF OUR COMPANY
The LLC, a Delaware limited liability company formed on December 4, 2012, 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, 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. We are externally managed and advised by the advisor, a renewable energy, energy efficiency and sustainability related project acquisition, consulting and development company. The LLC’s fiscal year end is December 31.
Pursuant to an initial Registration Statement on Form S-1 (File No. 333-178786-01), the company offered 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, or DRP, through the dealer manager. The offering pursuant to that initial Registration Statement terminated on February 7, 2017. Pursuant to a Registration Statement on Form S-1 (File No. 333-211571), which was declared effective February 8, 2017, the company is now offering up to $1,000,000,000 in shares of limited liability company interests, or the shares, including up to $200,000,000 pursuant to the distribution reinvestment plan, on a “best efforts” basis through the dealer manager, meaning it is not required to sell any specific number or dollar amount of shares. The dealer manager coordinates the distribution of our shares, manages our relationships with participating broker-dealers and provides assistance in connection with compliance matters relating to the marketing of our offering. The dealer manager provides only the foregoing distribution-related services to us, and does so pursuant to the dealer manager agreement in place. The dealer manager exercises no control or influence over our investment, asset management or accounting functions or any other aspect of our management or operations. For the avoidance of doubt, the dealer manager owns no equity interests in our advisor.
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Pursuant to a Registration Statement on Form S-1 (File No. 333-211571), the company is publicly offering three classes of shares: Class A, C and 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 any share class and between its public offering, private offering and the distribution reinvestment plan.
Each quarter, 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 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. Our shares are currently 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.
OVERVIEW OF OUR BUSINESS
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 ongoing 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. Initially, we have 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 is a relatively simple process to integrate new acquisitions and projects into our portfolio. Unlike solar energy projects, maximum wind power energy generation occurs in the winter months as the occurrence of wind is generally greater than in the summer months. 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 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 an opportunity attractive, other energy and sustainability related assets and businesses.
Our preferred investment strategy is to acquire controlling equity stakes in our target assets or to be named the managing member of a limited liability company in order 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.
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Our renewable energy projects generate revenue primarily by selling (1) generated electric power to local utilities and other high quality, utility, municipal, corporate and individual residential counterparties, and (2) in some cases, RECs, EECs, and other commodities associated with the generation or savings of power. We 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 may 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 a 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 focus on projects with long-term contracts that ensure price certainty, we also look for projects with shorter term arrangements that will allow us, through these projects, to participate in market rate changes which may lead to higher current income.
Certain of the power purchase agreements for our projects are 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 have structured some of 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. During 2016, we acquired residential solar assets which have a private purchase agreement (“PPA”) with the residential homeowner as counterparty. In the future, we may also acquire assets where we lease the solar assets to a residential owner on a long term basis where the residential owner directly receives the benefit of the electricity generated.
We currently 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 are structured to provide predictable long-term cash flows by receiving a portion of the energy savings and the potential sale of associated RECs and EECs generated by such installations. In each of our renewable energy and energy efficiency investments, we intend, where appropriate, to maximize the benefits of renewable portfolio standards (“RPS”) as well as other U.S. federal, state and local government support and incentives for the renewable energy industry.
The table below sets forth the company’s investments in alternative energy generation portfolios as of December 31, 2016.
| Date(s) | Industry | Location(s) | Form
of Investment | Cost
**/ Principal Amount* | Assets | Generation Capacity in (MW)* | ||||||||||||
| East to West Solar Portfolio | First quarter 2015, Second quarter 2015, Fourth quarter 2015 | Alternative Energy – Solar | Colorado, Connecticut, Florida, Hawaii, Indiana and North Carolina | 100% equity ownership | $ | 23,256,875 | Commercial ground and roof mounted solar photovoltaic systems | 19.459 | ||||||||||
| Magnolia Sun Portfolio | Third quarter 2015, First quarter 2016 | Alternative Energy – Solar | California, Massachusetts and Tennessee | 100% equity ownership | $ | 10,775,000 | Commercial ground and roof mounted solar photovoltaic systems | 5.467 | ||||||||||
| Green Maple Portfolio | Fourth quarter 2014, Fourth quarter 2015 | Alternative Energy – Solar | Vermont | 100% equity ownership | $ | 12,895,000 | Commercial ground mounted solar photovoltaic systems | 7.391 | ||||||||||
| Canadian Northern Lights Portfolio | Fourth quarter 2014 Fourth quarter 2015 | Alternative Energy – Solar | Ontario, Canada | 100% equity ownership | $ | 1,603,136 | Residential rooftop mounted solar photovoltaic systems | 0.570 | ||||||||||
| Six States Solar Portfolio | Fourth quarter 2015 | Alternative Energy – Solar | Arizona, California, Colorado, Connecticut and Indiana | 100% equity ownership | $ | 2,300,000 | Ground and roof mounted solar systems | 6.222 | ||||||||||
| Greenbacker Wind Portfolio | Fourth quarter 2015 Fourth quarter 2016 | Alternative Energy – Wind | Montana | 100% equity ownership | $ | 42,277,428 | Operating wind power facilities | 35 | ||||||||||
| Renew AEC One, LLC | Fourth quarter 2015 | Energy Efficiency – Lighting Replacement | Pennsylvania | Secured Loan | $ | 771,371 | Energy efficiency LED lighting | N/A | ||||||||||
| Greenbacker Residential Solar Portfolio | Third quarter 2016 | Alternative Energy – Solar | California, Connecticut, Hawaii, Maryland, Massachusetts, New Jersey and New York | Managing Member, majority equity owner | $ | 19,850,000 | Residential rooftop mounted solar systems | 12.092 | ||||||||||
| GREC Energy Efficiency Portfolio | Third quarter 2015 | Energy Efficiency – Lighting Replacement | Puerto Rico | Capital lease | $ | 511,362 | Energy efficiency LED lighting | N/A | ||||||||||
| Sunny Mountain Portfolio | Third quarter 2014 | Alternative Energy – Solar | Colorado | 100% equity ownership | $ | 884,578 | Commercial and residential ground and roof mounted solar photovoltaic systems | 0.809 | ||||||||||
* Approximate.
** Does not include assumed project level debt.
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The investments described above have allowed us to execute on our early stage strategy of constructing a portfolio of projects offering predictable power generation characteristics and generally stable income streams. With the addition of a wind power generation project and energy efficiency lighting investments, we have added diversified revenue streams to our seasonal solar generation income, further enhancing the predictability of returns.
The LLC conducts a significant portion of its operations through GREC, of which the LLC is the sole shareholder, holding both shares of common stock and the special preferred stock. We intend to continue to operate our business in a manner permitting 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 a Registration Statement on Form S-1 (File No. 333-211571), we are offering on a continuous basis up to $1,000,000,000 in shares of our limited liability company interests, consisting of up to $800,000,000 of shares in the primary offering and up to $200,000,000 of shares pursuant to the distribution reinvestment plan. SC Distributors, LLC is the dealer manager for the offering. The company’s offering period is scheduled to terminate on December 31, 2017, unless extended by the company.
After the finalization of the December 31, 2016 net asset value, the current offering price of the Class A shares is $10.224 per share, the current offering price of the Class C shares is $9.526 per share, the current offering price of the Class I shares is $9.391 per share, the current offering price of the Class P-A shares is $9.704 per share and the current offering price of the Class P-I shares is $8.758 per share.
As of December 31, 2016 through initial purchases of shares, participation in the distribution reinvestment program and repurchase requests by an affiliate of the advisor of 98,786 shares, our advisor and its affiliate as of December 31, 2016 owned 23,469 and 93,191 shares, respectively. As of December 31, 2015, our advisor and its affiliate owned 21,959 and 185,721 shares, respectively.
As of December 31, 2016, we had received subscriptions for and issued 15,223,577 of our shares (including shares issued under the distribution reinvestment plan (“DRP”) for gross proceeds of $149,746,470 (before dealer-manager fees of $2,416,177 and selling commissions of $8,713,815 for net proceeds of $138,616,478). As of December 31, 2015, we had received subscriptions for and issued 6,736,967 of our shares (including shares issued under the DRP) for gross proceeds of $66,390,924 (before dealer manager fees of $1,083,268 and selling commissions of $4,100,814 for net proceeds of $61,206,842).
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OUR ADVISOR
GCM, a private firm that is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (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.
Led by its President, David Sher, who has 8 years of experience in the energy infrastructure and project finance sector and in excess of 25 years of experience in the financial services sector, its Senior Managing Director and Chief Investment Officer, Charles Wheeler (Mr. Wheeler also serves as our President and board of directors’ member, as well as President, CEO and as a director of GREC), who has greater than 25 years of experience in the energy infrastructure and project finance sector as well as the financial services sector, its Chief Financial Officer, Richard Butt, who has 8 years of experience in the energy infrastructure and project finance sector and over 30 years of experience in the financial services sector, Managing Director Robert Sher, who has 7 years of experience in the energy infrastructure and project finance sector (Robert Sher is the brother of David Sher) and Managing Director Spencer Mash, who has 6 years of experience in energy infrastructure and over 10 years in the financial services sector, GCM’s management team has in excess of 50 years of experience in the energy, infrastructure, and project finance sectors and over 90 years of experience in the financial services sector. Over this time, they have developed significant commercial relationships across multiple industries that we believe will benefit us as we implement our business plan. GCM maintains comprehensive renewable energy, project finance, and capital markets databases and has developed proprietary analytical tools and due diligence processes that will enable GCM to identify prospective projects and to structure transactions quickly and effectively on our behalf. Neither GCM, Greenbacker Group LLC nor our senior management team have previously sponsored any other programs, either public or non-public, or any other programs with similar investment objectives as us.
We will continue to capitalize on the significant investing experience of our advisor’s management team, including then 25 years of investment banking and renewable energy expertise of Charles Wheeler, our Chief Executive Officer and President, and the Chief Investment Officer and a Senior Managing Director of GCM. Mr. Wheeler has held various senior positions with Macquarie Group, including Head of Financial Products for North America and Head of Renewables for North America. While serving as Head of Renewables for North America, Mr. Wheeler’s experience included evaluating wind project developers, solar asset acquisitions, assisting in the development of wind and solar greenfield projects, and assisting in the preparation of investment analyses for a biomass facility. Before moving to the United States to serve as Head of Financial Products for Macquarie Group in North America, Mr. Wheeler was a Director of the Financial Products Group in Australia with responsibility for the development, distribution and ongoing management of a wide variety of retail financial products, including Real Estate Investment Trusts (“REITs”), infrastructure bonds, international investment trusts and diversified domestic investment trusts. Mr. Wheeler brings his extensive background in renewable energy and project and structured finance to help us effectively execute our strategy.
GCM’s President, David Sher has extensive experience in the financial services and capital markets industries as well as significant successful entrepreneurial experience. Mr. Sher was previously a senior adviser at Prospect Capital Corporation, a mezzanine debt and private equity firm that manages a publicly traded, closed-end, dividend-focused business development company. Prior to joining Prospect, Mr. Sher was a serial entrepreneur, founding a number of ventures in the financial services and brokerage industry. Mr. Sher was a founder and Managing Director of ESP Technologies, a leading provider of financial software and services to institutional asset managers and hedge funds. Prior to ESP, Mr. Sher was a founder and CEO of an online brokerage company, ElephantX dot com Inc. He was also co-founder of Lafayette Capital Management LLC, a statistical arbitrage hedge fund, and spent six years at The Bear Stearns and Company, Inc. where he developed trading ideas and strategies for institutional and brokerage correspondent clearing customers.
Together with Charles Wheeler and David Sher, Richard Butt is an integral part of GCM’s management team with significant experience in the investment management industry. Over the course of his 35+ year career, Mr. Butt has held a variety of senior management positions for global investment and financial institutions. Most recently, from July 2012 to August 2013, he served as President and Chief Executive Officer of P3 Global Management LLC, a firm focused on investing in municipal infrastructure assets. From August 2006 to January 2011, he served as President of Macquarie Capital Investment Management LLC., with offices in New York and Sydney, Australia, responsible for administration, operations, finance, compliance, treasury, marketing, business operations and FX/cash management for portfolios domiciled in North America, Australia, Asia, Europe and the Caribbean. In addition, Mr. Butt served as Chief Financial and Accounting Officer for Macquarie Global Infrastructure Fund, a New York Stock Exchange listed closed end fund (NYSE: MGU). Prior to joining Macquarie, Mr. Butt served as President of Refco Alternative Investments LLC and Refco Fund Holdings LLC, the commodity pool businesses associated with Refco, Inc., from January 2003 to August 2006. In this capacity, Mr. Butt was responsible for the initial development and ongoing operations of numerous public and private commodity pools. During the period from 1990 through 2003, he served in various operational and financial capacities with multiple mutual / hedge fund third party administration firms. Earlier in his career, he served as Vice President at Fidelity Investments, where he was responsible for fund accounting and financial reporting for all equity and global mutual funds. Mr. Butt is a Certified Public Accountant previously working at major accounting firms such as PricewaterhouseCoopers LLP, from July 1978 to July 1984, where he was an Audit Manager, and KPMG from December 1994 to October 1996, where he was a Director in their financial services consulting practice. Mr. Butt holds a Bachelor’s degree in Management Science from Duke University.
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Robert Sher, who is responsible for identification of potential alternative energy investments, has extensive experience in the financial services, capital markets and energy industries. Mr. Sher most recently consulted for an Irish based renewable energy fund focused on the acquisition of wind and solar properties in Spain and Ireland. Prior to such time, Mr. Sher co-founded three diverse entrepreneurial ventures including a statistical arbitrage hedge fund, ESP Technologies, at which he served as managing director, an innovative institutional brokerage company and a financial technology company which was sold to a consortium of institutional investors in 2007. Prior to co-founding ESP, Mr. Sher was a founder, President and Head of Operations of ElephantX dot com Inc. Prior to the establishment of ElephantX dot com Inc., Mr. Sher co-founded and ran operations for Lafayette Capital Management LLC. Mr. Sher started his career at Citibank NA where he managed emerging markets customer service and accounting teams, servicing their institutional client base.
Spencer Mash, who is responsible for analyzing all potential asset acquisitions, has significant experience in structuring, modeling, performing diligence for, and executing transactions such as mergers and acquisitions, investments in private debt securities and bankruptcy restructurings. Prior to joining GCM, from 2010 to 2011, Mr. Mash was employed by TM Capital Corp., a boutique investment bank where he focused on sell side mergers and acquisitions assignments and bankruptcy restructurings. From 2008 to 2009, Mr. Mash was an investment analyst at Gandhara Capital LTD, a long / short hedge fund investing in global large cap public equity. From 2005 to 2008, Mr. Mash was employed by Deerfield Capital Management in its Leveraged Finance Group. Mr. Mash’s duties included performing in-depth due diligence and financial analyses, negotiating loan documentation and monitoring for over 20 investments in private middle market first lien, second lien, mezzanine and one-stop senior secured debt investments. From 2003 to 2005, Mr. Mash was an analyst at Bank of America Merrill Lynch, where he analyzed, structured and marketed financial sponsor- and mergers and acquisitions-related leveraged loan and high yield securities.
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INVESTMENT COMMITTEE OF OUR ADVISOR
Our advisor utilizes an internal investment committee to oversee the implementation of our investment strategy and to govern multiple aspects of our portfolio. The investment committee, among other things:
| • | determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective projects); |
| • | closes and monitors the investments we make; and |
| • | assists in the preparation of requests to members. |
The investment committee is comprised of Charles Wheeler, who also serves as President of the company, and is Senior Managing Director and Chief Investment Officer of our advisor and a member of our board of directors, David Sher, who serves as President of our advisor and is a member of our board of directors, and one representative of GGIC— Sonny Lulla. All investments are required to be unanimously approved by the GCM investment committee prior to consideration and approval by the company.
OVERVIEW OF SIGNIFICANT GOVERNMENT INCENTIVES
The renewable energy and energy efficiency sector attracts significant U.S. federal, state and local government support and incentives to address technical barriers to the deployment of renewable energy and energy efficiency technologies and to promote the use of renewable energy and energy saving strategies. These U.S. federal, state and local government incentives have historically functioned to increase (1) the revenue generated by, and (2) the equity returns available from, renewable energy projects. Energy efficiency projects are also eligible to receive government incentives at the U.S. federal, state and local levels that can be applied to offset project development costs. Governments in other jurisdictions also provide various types of incentives.
Corporate entities are eligible to receive benefits through tax credits, such as production tax credits (“PTCs”), investment tax credits (“ITCs”), tax deductions, accelerated depreciation and U.S. federal grants and loan guarantees (from the U.S. Department of Energy, for instance), as described below.
The following is a description of certain U.S. federal and state government incentives, which we may utilize in executing our business strategy.
U.S. Federal Incentives
Corporate Depreciation: Modified Accelerated Cost Recovery System (“MACRS”). Under MACRS, owners of renewable energy and some energy efficiency projects can recover capital invested through accelerated depreciation, which reduces the payment of corporate tax.
Production Tax Credits. PTCs are provided to owners of certain renewable energy projects that produce electricity for sale to unrelated persons. This credit is applicable for a 10-year period from the time a project is placed into service and benefits owners with tax liabilities against which to claim the tax credit. As part of the federal tax extenders legislation passed in December 2015, the 2.3 cent-per kilowatt hour PTC for wind has been extended through 2016. Projects that begin construction in 2017 will see a 20% reduction in the incentive. The PTC will then drop 20% each year through 2020.
Investment Tax Credits. ITCs provide that eligible systems, such as solar systems and fuel cell systems, receive a credit of 30% of the eligible cost-basis with no maximum limit. This credit is currently structured as a tax credit, whereby the owners of a qualifying renewable energy or energy efficient project can elect to receive the tax credit once the project is placed into service. Also, under the federal tax extenders legislation passed in December 2015, the 30% ITC for solar energy will be extended for another three years. It will then ramp down incrementally through 2021, and remain at 10% permanently beginning in 2022.
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State Incentives
Renewable Portfolio Standards. RPSs, while varying based on jurisdiction, specify that a portion of the power utilized by local utilities must be derived from renewable energy sources. Currently, according to the Annual Energy Outlook, more than 30 state and territorial governments have enacted RPS programs, set mandates, or set goals that require utilities to include or obtain a minimum percentage of their energy from specific renewable energy sources. Under the RPS programs, utilities can (1) build or own renewable energy generation facilities, (2) purchase energy or RECs generated from renewable energy generation facilities, or (3) pay a penalty for any shortfalls in meeting the RPS.
Renewable Energy Certificates. RECs (or EECs) are used in an RPS program as tradable certificates that represent a certain number of kilowatt hours of energy that have been generated by a renewable source or that have been saved by an energy efficiency project, which provide further support to renewable energy initiatives. RECs are a separate commodity from the underlying power and can be traded or sold to utilities or third parties who need credits to meet RPS requirements or to brokers and other market makers for investment purposes. Many states have energy specific REC programs.
Feed-In Tariffs. Certain U.S. states and provinces of Canada have implemented feed-in tariffs (“FITs”) that entitle the renewable energy producer to enter into long-term contracts pursuant to which payment is based on the cost of generation for the different types of renewable energy projects. In addition to differences in FITs based on the type of project, FITs vary based on projects in different locations, such as rooftops or ground-mounted for solar PV projects, different sizes, and different geographic regions. FITs are available to anyone including homeowners, business owners, farmers, as well as private investors. The tariffs are typically designed to ratchet downward over time to both track and encourage technological change.
ENVIRONMENTAL REGULATION
Various U.S. federal, state and local permits are required to construct renewable energy and energy efficiency projects. The projects in which we invest must conform to all applicable environmental regulations and codes, including those relating to the discharge of materials into the air, water and ground, which will vary from place to place and time to time, as well as based on the type of renewable energy asset involved in the project.
We seek to purchase, finance or otherwise invest in projects that are at least “shovel ready,” meaning that all, or substantially all, planning, engineering and permitting, including all major permits and approvals from local and state regulatory agencies, are in place and construction can begin immediately or upon receipt of certain final permits that must be obtained immediately prior to construction. However, the projects in which we invest may incur significant costs in the ordinary course of business related to the maintenance and continued compliance with these laws, regulations and permit requirements.
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Failure to comply with these laws, regulations and permit requirements may result in administrative, civil and criminal penalties, imposition of investigatory, cleanup and site restoration costs and liens, denial or revocation of permits or other authorizations and issuance of injunctions to limit or cease operations. In addition, claims for damages to persons or property have been brought and may in the future result from environmental and other impacts of the activities of our projects.
COMPETITION
Though we believe there is currently a capital shortage in the renewable energy sector, we will still compete for projects with other energy corporations including “Yieldco’s”, investment funds (including private equity funds and mezzanine funds), traditional financial services companies such as commercial banks and other sources of funding, as well as utilities and other producers of electricity. Moreover, alternative investment vehicles also make investments in renewable energy projects. Our competitors may be substantially larger and have considerably greater financial, technical and marketing resources than we do.
STAFFING
We do not have any employees. Our day-to-day investment operations are managed by GCM. In addition, pursuant to an administration agreement with Greenbacker Administration LLC (Greenbacker Administration), it provides us with administrative services including accounting, compliance and asset management services for all our investments.. As of the date hereof, Greenbacker Administration has delegated certain of its administrative functions to U.S. Bancorp Fund Services, LLC as well as accounting for certain of our investments to an independent firm which provides outsourced bookkeeping and accounting services. Greenbacker Administration may enter into similar arrangements with other third party administrators as necessary in the future. While Greenbacker Administration performs the majority of asset management, accounting and oversight services for the company’s investments, it is anticipated that Greenbacker Administration will continue to delegate certain administrative functions to third parties for the LLC and GREC in order to recognize certain operational efficiencies for the benefit of the company.
ADVISORY AGREEMENT
Advisory Services
GCM, a private firm that is registered as an investment adviser under 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. Under the terms of our advisory agreement, GCM will, among other things:
| • | determine the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes; |
| • | identify, evaluate and negotiate the structure of the investments we make (including performing due diligence on our prospective projects); |
| • | close and monitor the investments we make; and |
| • | assist in the preparation of requests to members. |
Our advisor and its officers and employees currently spend substantially all of their time and resources on us. Pursuant to our advisory agreement, officers and personnel of the advisor who provide services to us must comply with our code of business conduct and ethics, including the conflicts of interest policy included in the code of business conduct and ethics. However, GCM’s services under the advisory agreement are not exclusive, and it, and its members and affiliates, are free to furnish similar services to other entities so long as its services to us are not impaired.
The advisory agreement was initially approved by our board of directors and became effective on April 25, 2014. Unless earlier terminated, the advisory agreement will remain in effect for successive one-year periods if approved annually by a majority of our independent directors. The advisory agreement was most recently re-approved in February 2017, for a one-year period commencing April 25, 2017.
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We may terminate the advisory agreement, without penalty, upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of our independent directors. In addition, GCM may terminate the advisory agreement with us upon 120 days’ written notice. If the advisory agreement is terminated or not renewed, we will pay our advisor accrued and unpaid fees and expense reimbursements, including any payment of subordinated fees, earned prior to termination or non-renewal of the advisory agreement. Furthermore, if the advisory agreement is terminated or not renewed, GCM will have no further obligation to limit expenses charged to us per the expense reimbursement agreement as well as incur offering expenses on behalf of the company and we will not have any further obligation to reimburse GCM for operating or offering expenses not reimbursed as of the date of the termination.
Pursuant to the advisory agreement, which has been approved by our board of directors, GCM is authorized to retain one or more sub-advisors 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 sub-advisor to ensure that material information discussed by management of any sub-advisor is communicated to our board of directors, as appropriate. If GCM retains any sub-advisor to assist it in fulfilling its responsibilities under the advisory agreement in the future, our advisor will pay such sub-advisor a portion of the fees that it receives from us. We will not pay any additional fees to a sub-advisor. While our advisor will oversee the performance of any sub-advisor, our advisor will remain primarily liable to us to perform all of its duties under the advisory agreement, including those delegated to any sub-advisor. No sub-advisors have been retained by GCM since inception of the advisory agreement.
Management Fee and Incentive Allocation and Distribution
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). For services rendered under the advisory agreement, the base management fee is payable monthly in arrears. The base management fee is 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 are appropriately pro-rated.
GCM may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a deferred fee not taken as to any period will be deferred without interest and may be taken in any other period prior to the occurrence of a liquidity event as GCM may determine in its sole discretion.
In addition, the Special Unitholder, an entity affiliated with our advisor, holds the special unit in our company entitling it to an incentive allocation and distribution. Pursuant to the company’s amended and restated limited liability company agreement (“LLC Agreement”), the incentive allocation and distribution, or incentive distribution, is comprised of three parts as follows: The first part, the income incentive distribution, is calculated and payable quarterly in arrears based on our pre-incentive distribution net investment income for the immediately preceding fiscal quarter. For this purpose, pre-incentive distribution net investment income means (1) interest income, (2) dividend, project and distribution income from equity investments (but excluding that portion of distributions that are treated as a return of capital) and (3) 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 our operating expenses for the fiscal quarter (including the base management fee, expenses payable under the administration agreement with our 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 includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income that we have not yet received in cash. If interest income is accrued but never paid, our board of directors would decide to write off the accrual in the fiscal quarter when the accrual is determined to be uncollectible in accordance with U.S. generally accepted accounting principles (“GAAP”). The write off would cause a decrease in interest income for the fiscal quarter equal to the amount of the prior accrual. GCM is not under any obligation to reimburse us for any part of the incentive distribution it received that was based on accrued income that we never receive as a result of a default by an entity on the obligation that resulted in the accrual of such income. 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 our average adjusted capital at the end of the fiscal quarter will be compared to a “hurdle rate” of 1.75% per fiscal quarter (7.00% annualized). Our net investment income used to calculate this part of the incentive distribution is also included in the amount of our gross assets used to calculate the 2.00% annualized base management fee.
Adjusted capital shall mean: cumulative gross proceeds generated from sales of our shares and preferred units of limited liability company interests (including our distribution reinvestment plan) reduced for distributions to members of proceeds from non-liquidation dispositions of our assets and amounts paid for share repurchases pursuant to our 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 our pre-incentive distribution net investment income in each fiscal quarter as follows:
| • | no incentive distribution in any fiscal quarter in which our pre-incentive distribution net investment income does not exceed the “hurdle rate” of 1.75%; |
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| • | 100% of our 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). We refer to this portion of our 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 Special Unitholder with 20% of our pre-incentive distribution net investment income as if a hurdle did not apply if this net investment income exceeds 2.1875% in any fiscal quarter; and |
| • | 20% of the amount of our 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 distributed 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). |
The following is a graphical representation of the calculation of the income-related portion of the incentive distribution:
Quarterly Incentive Distribution Based on Net Investment Income
Pre-incentive distribution net investment income
(expressed as a percentage of the value of average adjusted capital)
Percentage of pre-incentive distribution net investment income
allocated to the Special Unitholder
These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. You should be aware that a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive distribution hurdle rate and may result in an increase of the amount of incentive distributions payable to the Special Unitholder with respect to pre-incentive distribution net investment income.
The second part of the incentive distribution, the capital gains incentive distribution, will be determined and payable in arrears as of the end of each fiscal quarter (or upon termination of the advisory agreement, as of the termination date) and will equal 20.0% of our 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 previously paid capital gains incentive distributions. For purposes of calculating the foregoing: (1) the calculation of the incentive distribution shall include any capital gains that result from cash distributions that are treated as a return of capital, (2) any such return of capital will be treated as a decrease in our cost basis of an investment, and (3) all quarterly valuations will be determined by us in accordance with our valuation procedures. In determining the capital gains incentive distribution to which the Special Unitholder may be entitled, we will calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of our assets. For this purpose, aggregate realized capital gains, if any, will equal the sum of the differences between the net sales price of each investment, when sold or otherwise disposed, and the aggregate cost basis of such investment reduced by cash distributions that are treated as returns of capital. Aggregate realized capital losses will equal the sum of the amounts by which the net sales price of each investment, when sold or otherwise disposed, is less than the aggregate cost basis of such investment reduced by cash distributions that are treated as returns of capital. Aggregate unrealized capital depreciation will equal the sum of the difference, if negative, between the valuation of each investment as of the applicable date and the aggregate cost basis of such investment reduced by cash distributions that are treated as returns of capital. At the end of the applicable period, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive distribution will equal the aggregate realized capital gains, excluding any accrued income taxes and other taxes including, but not limited to, franchise, property, and sales taxes associated with the sale or disposal of the asset, less aggregate realized capital losses and less aggregate unrealized capital depreciation with respect to our assets. If this number is positive at the end of such period, then the capital gains incentive distribution for such period will be equal to 20% of such amount, less the aggregate amount of any capital gains incentive distributions paid in all prior periods.
Because of the structure of the incentive distribution, it is possible that the Special Unitholder may be entitled to receive an incentive distribution in a fiscal quarter where we incur a loss. For example, if we receive pre-incentive distribution net investment income in excess of the hurdle rate for a fiscal quarter, we will make the applicable income incentive distribution even if we have incurred a loss in that fiscal quarter due to realized or unrealized losses on our investments.
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The third part of the incentive distribution, which we refer to as the liquidation incentive distribution, will equal 20.0% of the net proceeds from a liquidation of our company in excess of adjusted capital, as calculated immediately prior to liquidation. In the event of any liquidity event that involves a listing of our shares, or a transaction in which our members receive shares of a company that is listed, on a national securities exchange, if that liquidity event produces a listing premium (which we define as the amount, if any, by which our listing value following such liquidity event exceeds the adjusted capital, as calculated immediately prior to such listing), the liquidation incentive distribution, which will equal 20% of any listing premium, will be determined and payable in arrears 30 days after the commencement of trading following such liquidity event. For the purpose of calculating this distribution, our “listing value” will be the product of: (i) the number of listed shares and (ii) average closing price per share over the 30 trading-day period following such liquidity event. For the purpose of calculating the listing premium, any cash consideration received by members in connection with any such liquidity event will be included in (as an addition to) our listing value. In the event that the members receive non-listed securities as full or partial consideration with respect to any listing, no value will be attributed to such non-listed securities.
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The liquidation incentive distribution is payable in cash or shares, or in any combination thereof.
Upon the occurrence of (1) non-renewal of the advisory agreement upon the expiration of its then current term; (2) termination of the advisory agreement for any reason under circumstances where an affiliate of Greenbacker Group LLC does not serve as the advisor under any replacement advisory agreement; or (3) resignation of GCM under the advisory agreement, which we refer to as a “trigger event”, we will have the right, but not the obligation, to repurchase the special unit or the special preferred stock, as applicable, at the fair market value of the special unit or the special preferred stock on the date of termination, as determined by an independent appraiser. In such event, the purchase price will be paid in cash or shares of limited liability company interests, at the option of the Special Unitholder. We must purchase any such interests within 120 days after giving the Special Unitholder written notice of our desire to repurchase the special unit or the special preferred stock. If the advisory agreement is terminated or not renewed, we will pay our advisor accrued and unpaid fees and expense reimbursements, including any payment of subordinated fees, earned prior to termination or non-renewal of the advisory agreement.
Examples of Quarterly Incentive Distribution Calculation
Example 1: Income Related Portion of Incentive Distribution:
Alternative 1
Assumptions
Investment income (including interest, distributions, fees, etc.) = 1.25% Hurdle rate (1) = 1.75%
Management fee (2) = 0.500%
Other operating expenses (i.e. legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-incentive distribution net investment income
(investment income – (management fee + other operating expenses)) = 0.55%
Pre-incentive net investment income does not exceed hurdle rate, therefore there is no incentive distribution.
Alternative 2
Assumptions
Investment income (including interest, distributions, fees, etc.) = 2.70% Hurdle rate (1) = 1.75%
Management fee (2) = 0.50%
Other operating expenses (i.e. legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-incentive distribution net investment income
(investment income – (management fee + other operating expenses)) = 2.00%
Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive distribution payable by us to GCM.
Incentive distribution = 100% × pre-incentive distribution net investment income, subject to the “catch-up” (3)
= 100% × (2.00% – 1.75%)
= 0.25%
Alternative 3
Assumptions
Investment income (including interest, distributions, fees, etc.) = 3.00% Hurdle rate (1) = 1.75%
Management fee (2) = 0.50%
Other operating expenses (i.e. legal, accounting, custodian, transfer agent, etc.) = 0.20%
Pre-incentive distribution net investment income
(investment income – (management fee + other operating expenses)) = 2.30%
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Pre-incentive net investment income exceeds hurdle rate, therefore there is an income incentive distribution made to the Special Unitholder.
Incentive distribution = 20% × pre-incentive distribution net investment income, subject to “catch-up” (3)
Incentive distribution = 100% × “catch-up” + (20% × (pre-incentive distribution net investment income – 2.1875%))
Catch-up = 2.1875% – 1.75%
= 0.4375%
Incentive distribution = (100% × 0.4375%) + (20% × (2.3% – 2.1875%))
= 0.4375% + (20% × 0.1125%)
= 0.4375% + 0.0225%
= 0.46%
| (1) | Represents 7.00% annualized hurdle rate. |
| (2) | Represents 2.00% annualized management fee. |
| (3) | The “catch-up” provision is intended to provide the Special Unitholder with an incentive distribution of 20% on all of our pre-incentive distribution net investment income as if a hurdle rate did not apply when our net investment income exceeds 2.1875% in any fiscal quarter. |
Example 2: Capital Gains Portion of Incentive Distribution:
Alternative 1
Assumptions
| • | Year 1: $20 million investment made in company A (“Investment A”), and $30 million investment made in company B (“Investment B”) |
| • | Year 2: Investment A sold for $50 million and fair market value (“FMV”) of Investment B determined to be $32 million |
| • | Year 3: FMV of Investment B determined to be $25 million |
| • | Year 4: Investment B sold for $31 million |
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The capital gains portion of the incentive distribution would be:
| • | Year 1: None |
| • | Year 2: Capital gains incentive distribution of $6 million ($30 million realized capital gains on sale of Investment A multiplied by 20%) |
| • | Year 3: None |
| • | Year 4: Capital gains incentive distribution of $200,000 |
$6.2 million ($31 million cumulative realized capital gains multiplied by 20%) less $6 million (capital gains fee taken in Year 2)
Alternative 2
Assumptions
| • | Year 1: $20 million investment made in company A (“Investment A”), $30 million investment made in company B (“Investment B”) and $25 million investment made in company C (“Investment C”) |
| • | Year 2: Investment A sold for $50 million, FMV of Investment B determined to be $25 million and FMV of Investment C determined to be $25 million |
| • | Year 3: FMV of Investment B determined to be $27 million and Investment C sold for $30 million |
| • | Year 4: FMV of Investment B determined to be $35 million |
| • | Year 5: Investment B sold for $20 million |
The capital gains incentive distribution, if any, would be:
| • | Year 1: None |
| • | Year 2: $5 million capital gains incentive distribution |
| • | 20% multiplied by $25 million ($30 million realized capital gains on Investment A less $5 million unrealized capital depreciation on Investment B) |
| • | Year 3: $1.4 million capital gains incentive distribution (1) |
$6.4 million (20% multiplied by $32 million ($35 million cumulative realized capital gains less $3 million unrealized capital depreciation)) less $5 million capital gains fee received in Year 2
| • | Year 4: None |
| • | Year 5: None |
$5 million (20% multiplied by $25 million (cumulative realized capital gains of $35 million less realized capital losses of $10 million)) less $6.4 million cumulative capital gains fee paid in Year 2 and Year 3
| (1) | As illustrated in Year 3 of Alternative 1 above, if we were to be wound up on a date other than December 31st of any year, we may have paid aggregate capital gains incentive distributions that are more than the amount of such fees that would be payable if we had been wound up on December 31 of such year. |
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Example 3: Liquidation Incentive Distribution:
Alternative 1
Assumptions
| • | Year 1: Gross offering proceeds total $85 million. $20 million investment made in company A (“Investment A”), $30 million investment made in company B (“Investment B”) and $25 million investment made in company C (“Investment C”). |
| • | Year 2: Investment A sold for $25 million and all proceeds, net of any capital gains incentive distributions payable, are returned to members. FMV of Investment B determined to be $30 million and FMV of Investment C determined to be $27 million. |
| • | Year 3: FMV of Investment B determined to be $31 million. FMV of Investment C Determined to be $20 million. |
| • | Year 4: FMV of Investment B determined to be $35 million. FMV of Investment C determined to be $25 million. |
| • | Year 5: Investments B and C sold in an orderly liquidation for total proceeds of $55 million. All proceeds, net of any capital gains incentive distributions payable, are returned to members. |
The capital gains incentive distribution, if any, would be:
| • | Year 1: None |
| • | Year 2: Incentive distribution on capital gains during operations of $1 million ($5 million realized capital gains on sale of Investment A multiplied by 20.0%). Adjusted capital now equals $61 million ($85 million gross proceeds less $24 million returned to members from the sale of portfolio investments). |
| • | Year 3: None |
| • | Year 4: None |
| • | Year 5: No liquidation incentive distribution due—Liquidation proceeds of $55 million are less than adjusted capital immediately prior to liquidation ($61 million). |
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Alternative 2
Assumptions
| • | Year 1: Gross offering proceeds total $85 million. $20 million investment made in company A (“Investment A”), $30 million investment made in company B (“Investment B”) and $25 million investment made in company C (“Investment C”). |
| • | Year 2: Investment A sold for $25 million and all proceeds, net of any capital gains incentive distributions payable, are returned to members. FMV of Investment B determined to be $30 million and FMV of Investment C determined to be $27 million. |
| • | Year 3: FMV of Investment B determined to be $31 million. FMV of Investment C determined to be $20 million. |
| • | Year 4: FMV of Investment B determined to be $35 million. FMV of Investment C determined to be $25 million. |
| • | Year 5: Investments B and C sold in an orderly liquidation for total proceeds of $80 million. All proceeds, net of any capital gains incentive distributions payable, are returned to members. |
The capital gains incentive distribution, if any, would be:
| • | Year 1: None |
| • | Year 2: Incentive distribution on capital gains during operations of $1 million ($5 million realized capital gains on sale of Investment A multiplied by 20.0%). Adjusted capital now equals $61 million ($85 million gross proceeds less $24 million returned to members from the sale of portfolio investments). |
| • | Year 3: None |
| • | Year 4: None |
| • | Year 5: $3.8 million liquidation incentive distribution—20.0% multiplied by liquidation proceeds ($80 million) in excess of adjusted capital immediately prior to liquidation ($61 million), or $19 million. |
Alternative 3 (If the liquidity event is a listing)
Assumptions
| • | Year 1: Gross offering proceeds total $85 million. $20 million investment made in company A (“Investment A”), $30 million investment made in company B (“Investment B”) and $25 million investment made in company C (“Investment C”). |
| • | Year 2: Investment A sold for $25 million and all proceeds, net of any capital gains incentive distributions payable, are returned to members. |
Incentive distribution on capital gains paid to GCM of $1 million ($5 million realized capital gains on sale of Investment A multiplied by 20.0%). Adjusted capital now equals $61 million ($85 million gross proceeds less $24 million returned to members from the sale of portfolio investments).
| • | Year 3: No change in adjusted capital. |
| • | Year 4: No change in adjusted capital. |
| • | Year 5: All shares of the company are listed on a national securities exchange. The listing value is $85 million. |
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The liquidation incentive distribution in this example would be:
Year 5: $4.8 million liquidation incentive distribution (20% multiplied by $24 million listing premium ($85 million listing value in excess of $61 million of adjusted capital immediately prior to listing)).
The returns shown are for illustrative purposes only. There is no guarantee that positive returns will be realized and actual returns may vary from those shown in the examples above.
Payment of Our Expenses
Our primary operating expenses are the payment of advisory fees and other expenses under the advisory agreement and other expenses necessary for our operations. Our advisory fee compensates GCM for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments. We also pay fees and expenses on a direct cost basis to Greenbacker Administration or others engaged by the Greenbacker Administration for the administrative services they provide directly or indirectly under the administration agreement.
We will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:
| • | corporate and organizational expenses relating to offerings of our shares, subject to limitations included in the advisory agreement; |
| • | the cost of effecting sales and repurchase of shares and other securities; |
| • | investment advisory fees; |
| • | fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments; |
| • | transfer agent and custodial fees; |
| • | fees and expenses associated with marketing efforts; |
| • | federal and state registration fees; |
| • | federal, state and local taxes; |
| • | independent directors’ fees and expenses; |
| • | costs of proxy statements, members’ reports and notices; |
| • | fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums; |
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| • | direct costs such as printing, mailing, telephone, and staff; |
| • | fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act of 2002; |
| • | costs associated with our reporting and compliance obligations under applicable federal and state securities laws; |
| • | brokerage commissions, origination fees and any investment banking fees related to our investments; |
| • | all other expenses incurred by GCM, in performing its obligations subject to the limitations included in the advisory agreement; and |
| • | all other expenses incurred by either the Administrator, its delegates or us in connection with administering our business, including payments for the administrative services the Administrator provides under the administration agreement that will be based upon our allocable portion (subject to the review and approval of our board of directors) of the Administrator’s overhead and other expenses. |
Pursuant to the terms of the expense reimbursement agreement, the advisor paid for certain pre-operating and operating expenses from inception to through the first quarter of 2016 on behalf of the company. Since inception, a total of $830,884 in pre-operating and operating expenses, which were originally borne by the advisor, have now been reimbursed by the company as of December 31, 2016. While the expense reimbursement agreement was amended in November 2015 to extend its term until the earlier of December 31, 2016 or the end of the offering, the expense reimbursement agreement was not extended past December 31, 2016 due to the fact that the total annual operating expenses (as defined in the expense reimbursement agreement) were less than 5% of average net assets for each share class.
Organization and Offering Expenses
We will reimburse our advisor and its affiliates for organization and offering expenses it may incur on our behalf 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 us to exceed 15.0% of gross offering proceeds as of the date of the reimbursement. If we raise the maximum offering amount in the current offering and under the distribution reinvestment plan, we expect organization and offering expenses (other than selling commissions and the dealer manager fee) to be 1.5% of gross offering proceeds. If less than the maximum offering amount is raised, organization and offering expenses could be as high as 5.0% of gross offering proceeds. These organization and offering expenses include all expenses (other than selling commissions and the dealer manager fee) to be paid by us in connection with the offering, including but not limited to:
| • | Our legal, accounting, printing, mailing and filing fees; |
| • | Charges of our transfer agent, charges of our advisor for administrative services related to the issuance of shares in the offering; |
| • | Reimbursement of bona fide due diligence expenses of broker-dealers; |
| • | Reimbursement of our advisor for costs in connection with preparing sales materials, the cost of bona fide training and education meetings held by us (primarily the travel, meal and lodging costs of registered representatives of broker-dealers), attendance and sponsorship fees and cost reimbursement for employees of our affiliates to attend retail seminars conducted by broker-dealers; and |
| • |
Reimbursement to participating broker-dealers for technology costs associated with the offering, costs and expenses related to such technology costs and costs and expenses associated with the facilitation of the marketing of shares and the ownership of shares by such broker-dealers’ customers, which will be included in underwriting compensation.
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Organization and offering costs are calculated and borne by the company with respect to each offering pursuant to a separate Registration Statement. For the offering pursuant to the Registration Statement on Form S-1 (File No. 333-178786-01), which was declared effective on August 7, 2013 and was terminated on February 7, 2017, total organization and offering costs borne by the company were approximately $7,500,000, or 4.8% of gross offering proceeds.
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Other Operating Expenses
We will reimburse the expenses incurred by GCM, Greenbacker Administration or their affiliates in connection with its provision of services to us, including the investigation and monitoring of our investments, oversight of third party service providers including accounting and administration entities and any costs incurred in connection with GCM’s valuation methodologies or the effecting of sales and repurchases of our shares and other securities. We will not reimburse our advisor, Greenbacker Administration or their affiliates for (i) rent or depreciation, utilities, capital equipment and other administrative items; (ii) salaries, fringe benefits and other similar items incurred or allocated to any controlling person of GCM; (iii) the salaries and benefits paid to any executive officer or board member of GCM; or (iv) any services for which GCM receives a separate fee.
Indemnification
The advisory agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, GCM and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of GCM’s services under the advisory agreement or otherwise as advisor of the company. Notwithstanding the above, our LLC Agreement provides that we shall not hold harmless our advisor or any of its affiliates for any loss or liability suffered by us unless all of the following conditions are met:
| • | the party seeking exculpation or indemnification has determined in good faith that the course of action leading to the loss or liability was in our best interests; |
| • | the party seeking exculpation or indemnification was acting on our behalf or providing services to us; |
| • | the loss or liability was not the result of negligence or misconduct; and |
| • | the indemnification is recoverable only out of net assets and not from our members. |
Organization of GCM
GCM is a Delaware limited liability company. The principal executive offices of GCM are located at 369 Lexington Avenue, Suite 312, New York, NY 10017.
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VALUATION PROCESS AND DETERMINATION OF NET ASSET VALUE
Relevance of Our Net Asset Value
Our net asset value is calculated and published on a quarterly basis. For all of our current investments, market quotations are not available and are valued at fair value as determined in good faith by our advisor and reviewed by an independent valuation firm, currently Alvarez & Marsal Valuation Services, LLC, subject to the review and approval of the board of directors.
Our net asset value will:
| • | be disclosed in our quarterly and annual consolidated financial statements; |
| • | determine the price per share that is paid to shareholder participants in our share repurchase program, and the price per share paid by participants in our distribution reinvestment plan after the conclusion of the current offering; |
| • | be an input in the computation of fees earned by our advisor and the Special Unitholder whose fees and distributions are linked, directly or indirectly, in whole or part to the value of our gross assets; and |
| • | be evaluated alongside the net proceeds per share to us from the current offering to ensure the net offering price per share is not above or below our net asset value per share. |
Determination of Our Net Asset Value
We 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.
We have adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“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 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”, other than a forced sale or liquidation. 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 the 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 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 of directors 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 material change in our valuation methodologies or any material change in our investment criteria or strategies that would constitute a fundamental change in a registration statement amendment prior to its implementation.
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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. Generally, one quarter of our investments are reviewed by an independent valuation firm each quarter, on a rotating quarterly basis. Accordingly, each such investment would be evaluated by an independent valuation firm at least once per year.
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 will not be 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, who is affiliated with us, 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.
Net Asset Value Determinations in Connection with our Continuous Offerings
Since commencing operations on April 25, 2014, the company has sold shares on a continuous basis at the following prices (in each case, based on the then - current net asset value determination):
| Period | Class | |||||||||||||||||||||
| From | To | A | C | I | P-A | P-I | ||||||||||||||||
| 25-Apr-14 | 4-Nov-15 | $ | 10.000 | $ | 9.576 | $ | 9.186 | NA | NA | |||||||||||||
| 5-Nov-15 | 4-Feb-16 | $ | 10.024 | $ | 9.599 | $ | 9.208 | NA | NA | |||||||||||||
| 5-Feb-16 | 5-May-16 | $ | 10.048 | $ | 9.621 | $ | 9.230 | NA | NA | |||||||||||||
| 6-May-16 | 3-Aug-16 | $ | 10.068 | $ | 9.640 | $ | 9.248 | $ | 9.589 | $ | 8.808 | |||||||||||
| 4-Aug-16 | 6-Nov-16 | $ | 10.227 | $ | 9.791 | $ | 9.394 | $ | 9.739 | $ | 8.946 | |||||||||||
| 7-Nov-16 | 7-Feb-17 | $ | 10.282 | $ | 9.581 | $ | 9.445 | $ | 9.782 | $ | 8.828 | |||||||||||
| As of 8-Feb-17 | $ | 10.224 | $ | 9.526 | $ | 9.391 | $ | 9.704 | $ | 8.758 | ||||||||||||
Our advisor, in conjunction with an independent valuation firm, subject to the review and approval of the board of directors, determines our net asset value for each class of our shares at each quarter end. We expect such determination will ordinarily be made within 30 days after each such completed fiscal quarter. To the extent that our net asset value per share on the most recent valuation date increases above or decreases below our net proceeds per share as stated in this annual report, 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 our net asset value per share as of such valuation date.
Promptly following any such adjustment to the offering prices per share, we will file a prospectus supplement or post-effective amendment to the registration statement with the U.S. Securities and Exchange Commission (the “SEC”) disclosing the adjusted offering prices of the publicly offered share classes and the effective date of such adjusted offering prices, and we will also post the updated information on our website at www.greenbackerrenewableenergy.com. If the new offering price per share for any of the publically available classes of our shares being offered represents more than a 20% change in the per share offering price of our shares from the most recent offering price per share, we will file an amendment to the registration statement with the SEC. We will attempt to file the amendment on or before such time in order to avoid interruptions in the continuous offering of our shares; however, there can be no assurance that our continuous offering will not be suspended while the SEC reviews any such amendment and until it is declared effective. 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 our dealer manager.
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Investing in our shares involves a number of significant risks. In addition to the other information contained herein, you should consider carefully the following information before making an investment in our shares. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the value of our shares could decline, and you may lose part or all of your investment.
Risks Related to Our Business and Structure
Because we have not yet reached a fully invested minimum level of net assets to support distributions exclusively from cash flow from operations, we have a large accumulated deficit.
While we had accumulated deficit balances of $(3,538,523) and $(1,591,014) as of December 31, 2016 and 2015, respectively, the full financial condition of earnings and loss is best understood when accumulated unrealized appreciation is taken into account alongside accumulated deficit. As of December 31, 2016 and 2015, our total accumulated deficit, accumulated net realized gain on investments and accumulated unrealized appreciation combined was $977,492 (i.e. net positive earning) and $(318,828) (i.e. net accumulated loss), respectively. When we commenced operations, we expected an accumulated deficit in the early stages of operations for several reasons. Because we had not yet been fully invested and are still in the early stages of our investing cycle, expenses as a percentage of assets have run higher than they would be expected to run on a higher amount of invested assets.
This offering is initially a “blind pool” offering, and therefore, you will not have the opportunity to evaluate our investments before we make them, which makes an investment in the shares more speculative.
This offering is best characterized as a “blind pool” offering because our investment activities to date have been very limited compared to our target capital raise and the investments we plan to make. As a result, you have very limited information, if any, upon which to evaluate the economic merit of our investments and going forward you will be relying entirely on the ability of GCM and our board of directors to select or approve, as the case may be, well-performing investments. Additionally, GCM, subject to oversight by the board of directors, will have broad discretion to review, approve and oversee our investment policies, to evaluate our investment opportunities and to structure the terms of our investments and you will not be able to evaluate the transaction terms or other financial or operational data concerning our investments. Because of these factors, this offering may entail more risk than other types of offerings. While the board of directors may choose to approve all investment decisions of GCM in advance, we expect that our board of directors will also delegate broad investment discretion to GCM to implement our investment strategy, which may include delegation of the duty to approve certain investment decisions consistent with the investment policies approved by our board of directors, our board of directors’ fiduciary duties and securities laws. This additional risk may hinder your ability to achieve your own personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.
Our ability to achieve our investment objectives depends on GCM’s ability to manage and support our investment process. If GCM were to lose any members of its senior management team, our ability to achieve our investment objectives could be significantly harmed.
We have no internal management capacity or employees other than our appointed executive officers and are dependent on the diligence, skill and network of business contacts of GCM’s senior management team to achieve our investment objective. We also depend, to a significant extent, on GCM’s access to its investment professionals and the information and deal flow generated by these investment professionals. GCM’s senior management team will evaluate, negotiate, structure, close, and monitor our assets. Our success will depend to a significant extent on the continued service of GCM’s senior management team, particularly David Sher, Charles Wheeler, and Richard Butt. The departure of any of GCM’s senior management team could have a material adverse effect on our ability to achieve our investment objectives.
Because our business model depends to a significant extent upon relationships with renewable energy and energy efficiency developers, utilities, energy companies, investment banks, commercial banks, individual and institutional investors, consultants, EPC companies, contractors, and renewable energy and energy efficiency technology manufacturers (such as panel manufacturers), the inability of GCM to maintain relationships, or the failure of these relationships to generate business opportunities, could adversely affect our business.
We rely to a significant extent on GCM’s relationships with renewable energy and energy efficiency developers, energy consultants, retail energy providers, utilities, energy companies, investment banks, commercial banks, individual and institutional investors, consultants, EPC companies, contractors, and renewable energy and energy efficiency technology manufacturers (such as panel manufacturers), among others, as a source of potential investment opportunities. If GCM fails to maintain its relationships with other sponsors or sources of business opportunities, we will not be able to grow our portfolio or will grow it at a slower rate. In addition, individuals with whom GCM’s professionals have relationships are not obligated to provide us with business opportunities, and, therefore, there is no assurance that such relationships will generate business opportunities for us.
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We may face increasing competition for business opportunities, which could delay deployment of our capital, reduce returns and result in losses.
We will compete for potential projects and business investments with other energy corporations, yieldcos, investment funds (including private equity funds and mezzanine funds), traditional financial services companies such as commercial banks and other sources of funding as well as utilities and other business entities. Moreover, alternative investment vehicles also make investments in renewable energy and energy efficiency projects. Our competitors may be substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose business opportunities if we do not match our competitors’ pricing, terms and structure. If we are forced to match our competitors’ pricing, terms and structure, we may not be able to achieve acceptable risk-adjusted returns on our projects or may bear risk of loss. A significant part of our competitive advantage stems from the fact that the renewable energy and energy efficiency market is underserved by traditional commercial banks and other financial sources when compared to the size of opportunity. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms.
The amount of any distributions we may pay is uncertain. We may not be able to sustain the payment of distributions, and our distributions may not grow over time.
Subject to our board of directors’ discretion, based upon management’s recommendations, and applicable legal restrictions, we authorized, declared and paid distributions monthly starting in September 2014. However, while we intend to pay these distributions to our members out of assets legally available for distribution, we cannot assure you that we will achieve investment results that will allow us to make a targeted level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by, among other things, the impact of the risks described herein. All distributions will be paid at the discretion of our board of directors, based on management’s recommendations, and will depend on our earnings, our financial condition, compliance with applicable regulations and such other factors as our board of directors may deem relevant from time to time. We cannot assure you that we will pay distributions to our members in the future. In the event that we encounter delays in locating suitable business opportunities, we may pay all or a substantial portion of our distributions from borrowings, the proceeds of this offering and other sources, without limitation. During certain periods, the company has paid distributions from sources other than cash flow from operations, including offering proceeds. The company expects to continue to fund distributions from a combination of cash from operations as well as offering proceeds until a minimum of $150 million in net assets is reached and the company is fully invested in operating assets. If we fund distributions from financings, then such financings will need to be repaid, and if we fund distributions from offering proceeds, then we will have fewer funds available for investments in renewable energy and energy efficiency projects, which may affect our ability to generate future cash flows from operations and, therefore, reduce your overall return. These risks will be greater for persons who acquire our shares relatively early in this offering, before a significant portion of the offering proceeds have been invested. Accordingly, members who receive the payment of a dividend or other distribution from us should not assume that such dividend or other distribution is the result of a net profit earned by us.
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There is no public market for our shares and the shares are subject to limited transferability.
There is no public market for our shares, and none is expected to develop. Consequently, you may not be able to liquidate your investment in the event of emergencies or for other reasons, or obtain financing from lenders who may not accept our shares as collateral. Your ability to transfer your shares is limited. Pursuant to our LLC Agreement, we have the discretion under certain circumstances to prohibit transfers of shares, or to refuse to consent to the admission of a transferee as a member.
We may change our investment policies and strategies without prior notice or member approval, the effects of which may be adverse.
We have the authority to modify or waive our current investment policies, criteria and strategies without prior notice and without member approval, subject to the review and approval of the board of directors. In such event, we will promptly file a prospectus supplement and a press release on Form 8-K, disclosing any such modification or waiver. We cannot predict the effect any changes to our current investment policies, criteria and strategies would have on our business, operating results and value of our shares. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we will have significant flexibility in investing the net proceeds of this offering and may use the net proceeds from this offering in ways with which investors may not agree or for purposes other than those contemplated at the time of this offering.
Efforts to comply with the Sarbanes-Oxley Act will involve significant expenditures, and non-compliance with the Sarbanes-Oxley Act may adversely affect us.
We are subject to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. We will be required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a result, we expect to incur additional expenses in the near term, which may negatively impact our financial performance and our ability to pay distributions. This process also will result in a diversion of management’s time and attention. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations and we may not be able to ensure that the process is effective or that our internal control over financial reporting is or will be effective in a timely manner. In the event that we are unable to maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.
We may experience fluctuations in our quarterly results.
We could experience fluctuations in our quarterly operating results due to a number of factors, including, but not limited to, our ability to consummate transactions, the terms of any transactions that we complete, variations in the earnings and/or distributions paid by our investments, variations in the interest rates on loans we make, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, changes in market prices for RECs or EECs, the availability of governmental incentives for our projects, electricity demand, changes in regulated or market electricity prices, marking to market of our hedging arrangements (if any), the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
We may experience fluctuations in our operating expenses.
We could experience fluctuations in our operating expenses due to a number of factors, including, but not limited to, changes in inflation and the flow on effects on prices generally, the terms of any transactions that we complete, changes in operating conditions, changes to our operating environment, unexpected wear and tear of our investments, changes in the perception of risk associated with operating these assets. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.
We are not able to insure against all potential risks and may become subject to higher insurance premiums.
Our business is exposed to the risks inherent in the construction and operation of renewable energy and energy efficiency projects, such as breakdowns, manufacturing defects, natural disasters, terrorist attacks and sabotage. We are also exposed to environmental risks. We have insurance policies covering certain risks associated with our business. However, our insurance policies do not cover losses as a result of force majeure, terrorist attacks or sabotage, among other things. Further, we do not maintain insurance for certain environmental risks, such as environmental contamination. In addition, we expect our insurance policies will be subject to annual review by our insurers and may not be renewed at all or on similar or favorable terms. A serious uninsured loss or a loss significantly exceeding the limits of our insurance policies could have a material adverse effect on our business, financial condition and results of operations.
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In the event we pursue any projects or investments outside of the United States, we will be subject to currency rate exposure and certain other risks associated with the uncertainty of foreign laws and markets.
We may make investments in projects outside of the United States to the extent that such international investments help us meet our investment objectives. To the extent that we invest in international projects, we will be subject to fluctuations in foreign currency exchange rates and the uncertainty of foreign laws and markets, including but not limited to, unexpected changes in regulatory requirements, political and economic instability in certain geographic locations, difficulties in managing international operations, currency exchange, controls, potentially adverse tax consequences, and the administrative burden associated with complying with foreign laws. Changes in foreign currency exchange rates may adversely impact the fair values and earnings streams of our international investments and therefore the returns on our non-dollar denominated investments. Although we may hedge our foreign currency risk, we may not be able to do so successfully and may incur losses on any international investments as a result of exchange rate fluctuations.
If we internalize our management functions or otherwise acquire a portion of GCM, your interest in us could be diluted, and we could incur other significant costs and face other significant risks associated with being self-managed or owning a portion of an asset manager.
We may decide in the future to internalize our management functions. If we do so, we may elect to negotiate to acquire GCM’s assets and personnel. At this time, we cannot anticipate the form or amount of consideration or other terms relating to any such transaction. Such consideration could take many forms, including cash payments, promissory notes and shares. The payment of such consideration could result in dilution of your interests as a member and could reduce the earnings per share attributable to your investment.
In addition, if we internalized our management function, while we would no longer bear the costs of the various fees and expenses we expect to pay to GCM under the advisory agreement, we would incur the compensation and benefits costs of our officers and other employees and consultants that we now expect will be paid by GCM or its affiliates. In addition, we may issue equity awards to officers, employees and consultants, which awards would decrease net income and may further dilute your investment. We cannot reasonably estimate the amount of fees we would save or the costs we would incur if we became self-managed. If the expenses we assume as a result of internalization are higher than the expenses we avoid paying to GCM, our earnings per share would be lower as a result of the internalization than they otherwise would have been, potentially decreasing the amount of funds available to distribute to our members and the value of our shares. As currently organized, we do not expect to have any employees. If we elect to internalize our operations, we would employ personnel and would be subject to potential liabilities commonly faced by employers, such as workers’ disability and compensation claims, potential labor disputes and other employee-related liabilities and grievances.
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If we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity. In addition, we could have difficulty retaining such personnel employed by us. We expect individuals employed by GCM to perform asset management, and an affiliate of GCM to perform general and administrative functions, including accounting and financial reporting for us. These personnel have a great deal of know-how and experience. We may fail to properly identify the appropriate mix of personnel and capital needs to operate as a stand-alone entity. An inability to manage an internalization transaction effectively could result in our incurring excess costs and/or suffering deficiencies in our disclosure controls and procedures or our internal control over financial reporting. Such deficiencies could cause us to incur additional costs, and our management’s attention could be diverted from most effectively managing our assets.
If we seek to internalize management functions, we do so as part of a multi-stepped transaction over an extended period of time, which longer time horizon and more complex set of transactions may increase the risk that we fail to fully consummate the desired internalization and/or that, if consummated, the costs of such transactions are greater than a single-step internalization transaction.
In some cases, internalization transactions involving the acquisition of an advisor have resulted in litigation. If we were to become involved in such litigation in connection with an internalization of our management functions, we could be forced to spend significant amounts of money defending ourselves in such litigation, regardless of the merit of the claims against us, which would reduce the amount of funds available to make investments or make distributions to our members.
Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
We intend to conduct our operations directly and through wholly or majority-owned subsidiaries, so that the company and each of its subsidiaries do not fall within or are excluded from the definition of an “investment company” under the Investment Company Act. Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an “investment company” if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Under Section 3(a)(1)(C) of the Investment Company Act, a company is deemed to be an “investment company” if it is engaged, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the “40% test.” Excluded from the term “investment securities,” among other instruments, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
We intend to conduct our operations so that the company is not required to register as an investment company. The company is organized as a holding company that conducts its business primarily through its subsidiaries. The company intends to conduct operations so that it and most of its subsidiaries will comply with the 40% test. We will monitor our holdings on an ongoing basis and in connection with each of our acquisitions to determine compliance with this test. We expect that most, if not all, of our wholly-owned and majority-owned subsidiaries will be outside the definitions of investment company under Section 3(a)(1)(A) and Section 3(a)(1)(C) or relying on an exception from the definition of investment company other than the exceptions under Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. Consequently, interests in these subsidiaries (which are expected to constitute most, if not all, of our assets) generally will not constitute “investment securities.” Accordingly, we believe that the company will not be considered an investment company under Section 3(a)(1)(C) of the Investment Company Act. We believe the company will not be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because the company will not engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through the company’s wholly-owned or majority-owned subsidiaries, the company is primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of acquiring and financing renewable energy and energy efficiency projects.
The determination of whether an entity is a majority-owned subsidiary of the company is made by us. The Investment Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company Act further defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We treat companies in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test. We have not requested the SEC to approve our treatment of any company as a majority-owned subsidiary and the SEC has not done so. If the SEC, or its staff, were to disagree with our treatment of one of more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets in order to continue to pass the 40% test. Any such adjustment in our strategy could have a material adverse effect on us.
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Some of our majority-owned subsidiaries may also rely on the exceptions from the definition of investment company under Section 3(c)(5)(A) or (B) of the Investment Company Act, which except from the definition of investment company, respectively, (i) any person who is primarily engaged in the business of purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services or (ii) any person who is primarily engaged in the business of making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services. The SEC staff has issued no-action letters interpreting Section 3(c)(5)(A) and (B) pursuant to which the staff has taken the position that these exceptions are available to a company with at least 55% of its assets consisting of eligible loans and receivables of the type specified in Section 3(c)(5)(A) and (B). We believe that most of the loans that we will provide to finance renewable energy and energy efficiency projects will relate to the purchase price of specific equipment or the cost to engage contractors to install equipment for such projects. Accordingly, we believe that most of these loans will be eligible loans that qualify for this 55% test. However, no assurance can be given that the SEC staff will concur with this position. In addition, the SEC or its staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of qualifying with this exemption.
A change in the value of our assets could cause us or one or more of our wholly or majority-owned subsidiaries, including those relying on Section 3(c)(5)(A) or (B), to fall within the definition of “investment company” and negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To avoid being required to register the company or any of its subsidiaries as an investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional income- or loss-generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy.
If we become obligated to register the company or any of its subsidiaries as an investment company, the registered entity would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:
| • | limitations on capital structure; |
| • | restrictions on specified investments; |
| • | prohibitions on transactions with affiliates; and |
| • | compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations. |
If we were required to register the company as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
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Risks Related to Our Advisor and Its Affiliates
Our success will be dependent on the performance of our advisor; however, our advisor has limited operating history and limited experience managing a public company or maintaining our exemption from registration under the Investment Company Act, which may hinder its ability to achieve our investment objective or result in loss of our Investment Company Act exemption.
GCM was formed in August 2012 and has limited operating history. Furthermore, our advisor has limited experience as a manager to a public company, or a company focused on renewable energy and energy efficiency and sustainable development project investments and has no experience complying with regulatory requirements applicable to public companies or managing a portfolio of assets under guidelines designed to allow us to be exempt from registration under the Investment Company Act, which may hinder our ability to take advantage of attractive investment opportunities and, as a result, achieve our investment objective. To the extent any such investment opportunities constitute “investment securities” (as defined in “Risks Related to Our Business and Structure—Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.”), we may forego such opportunities to comply with the 40% test under Section 3(a)(1)(C) of the Investment Company Act. In addition, we may also forego opportunities that do not qualify as the eligible loans and receivables of the type specified in Section 3(c)(5)(A) and (B) of the Investment Company Act. If we become obligated to register the company or any of its subsidiaries as an investment company, the registered entity would be required to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things: limitations on capital structure; restrictions on specified investments; prohibitions on transactions with affiliates; and compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
Moreover, neither GCM, Greenbacker Group LLC nor our senior management team have sponsored any other programs, either public or nonpublic, or any other program with similar investment objectives to this offering. We cannot guarantee that we will be able to find suitable investments and our ability to achieve our investment objectives and to pay distributions will be dependent upon the performance of our advisor in the identification and acquisition of investments, the determination of any financing arrangements, and the management of our projects and assets. If our advisor fails to perform according to our expectations, we could be materially adversely affected. Our failure to timely invest the proceeds of this offering, or to invest in quality assets, could diminish returns to investors and our ability to pay distributions to our members.
Our advisor and its affiliates, including our officers and some of our directors will face conflicts of interest including conflicts that may result from compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our members.
Our advisor and its affiliates will receive substantial fees from us in return for their services, and these fees could influence the advice provided to us. Among other matters, the compensation arrangements could affect their judgment with respect to public offerings of equity by us, which allow the dealer manager to earn additional dealer manager fees and GCM to earn increased management fees. The incentive distribution that the Special Unitholder, an affiliate of our advisor, may be entitled to receive from us may create an incentive for our advisor to oversee and supervise renewable energy or energy efficiency projects or make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive distribution to which the Special Unitholder may be entitled is determined may encourage our advisor to use leverage to increase the return on our portfolio. In addition, the fact that our base management fee is payable based upon the average of the values of our gross assets for each day of the prior month, which would include any borrowings for investment purposes, may encourage GCM to use leverage in connection with the construction of additional projects or to make additional investments. Our LLC Agreement does not impose limitations on the amount of leverage we may employ. At such time when the net proceeds from this offering have been fully invested, we expect that we will generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the mix of asset types and obligors; however, we will in no event exceed a leverage ratio of $3 of debt for every $1 of equity, unless any excess is approved by a majority of our independent directors. Furthermore, GCM is primarily responsible for calculating the net asset value of our portfolio and, because the base management fee is payable based upon the average of the values of the gross assets for each day of the prior month, a higher net asset value of our portfolio would result in a higher base management fee to our advisor. Under certain circumstances, the use of leverage may increase the likelihood of default, which could adversely affect our results of operations. Such a practice could result in us making more speculative investments than would otherwise be the case, which could result in higher losses, particularly during cyclical economic downturns.
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We pay substantial fees and expenses to GCM and the dealer manager, which payments increase the risk that you will not earn a profit on your investment.
GCM performs services for us in connection with the identification, selection and acquisition of our investments, and the monitoring and administration of our other investments. We pay GCM fees for advisory and management services, including a base management fee that is not tied to the performance of our portfolio. We pay fees and commissions to the dealer manager in connection with the offer and sale of the shares. These fees reduce the amount of cash available for investment in power generation assets or distribution to our members. These fees also increase the risk that the amount available for distribution to members upon a liquidation of our portfolio would be less than the purchase price of the shares in our offering and that you may not earn a profit on your investment.
No portion of the net worth of GCM, our sponsor, and its affiliates will be available to us to satisfy our liabilities or other obligations which may expose us to risks associated with leverage.
In order to achieve our investment objectives, we may be required to utilize financial leverage. We may borrow money in order to make investments, for working capital and to make distributions to our members. No portion of the net worth of GCM, our sponsor, and its affiliates will be available to us to satisfy our liabilities or other obligations. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover the required debt service payments and repayment obligations and, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale, at significantly depressed prices in some cases due to market conditions or otherwise, to satisfy the obligations. Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our members.
The time and resources that individuals associated with our advisor devote to us may be diverted, and we may face additional competition due to the fact that GCM is not prohibited from raising money for or managing another entity that makes the same types of investments that we target.
We currently expect our advisor and its officers and employees to spend substantially all of their time and resources on us. However, our advisor and its officers and employees are not required to do so. Moreover, neither GCM nor its affiliates are prohibited from raising money for and managing another investment entity that makes the same types of investments as those we target. Accordingly, our and GCM’s management team may have obligations to investors in entities they work at or manage in the future, the fulfillment of which might not be in the best interests of us or our members or that may require them to devote time to services for other entities, which could interfere with the time available to provide services to us. In addition, we may compete with any such investment entity for the same investors and investment opportunities.
We do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us.
We do not have a policy that expressly prohibits our directors, officers, security holders or affiliates from engaging for their own account in business activities of the types conducted by us. However, our code of business conduct and ethics contains a general conflicts of interest policy to be followed by our directors and executive officers, as well as personnel of our advisor who provide services to us. In addition, the advisory agreement does not prevent the advisor and its affiliates from engaging in additional management or investment opportunities, some of which could compete with us.
Our advisor can resign on 120 days’ notice and we may not be able to find a suitable replacement within that time, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.
Our advisor has the right, under the advisory agreement, to resign at any time on 120 days’ written notice, whether we have found a replacement or not. If our advisor resigns, we may not be able to contract with a new advisor or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 120 days, or at all, in which case our operations are likely to experience a disruption, our financial condition, business and results of operations as well as our ability to pay distributions are likely to be adversely affected. In addition, the coordination of our internal management, acquisition activities and supervision of our businesses is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by our advisor and its affiliates. Even if we are able to retain comparable management, whether internal or external, the integration of such management and their lack of familiarity with our businesses may result in additional costs and time delays that may adversely affect our financial condition, business and results of operations.
Exercising our right to repurchase the special unit or the special preferred stock upon certain termination events could be prohibitively expensive and could deter us from terminating the advisory agreement.
The occurrence of a trigger event would give us the right, but not the obligation, to repurchase the special unit or the special preferred stock, as applicable, at the fair market value of the special unit or the special preferred stock on the date of termination, as determined by an independent appraiser. This repurchase could be prohibitively expensive, could require us to have to sell assets to raise sufficient funds to complete the repurchase and could discourage or deter us from terminating the advisory agreement. Alternatively, if we do not exercise our repurchase right, we might be unable to find another entity that would be willing to act as our advisor while an affiliate of GCM owns the special unit or the special preferred stock. If we do find another entity to act as our advisor, we may be subject to higher fees than the fees charged by GCM.
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Risks Related to Our Investments and Industry Focus
Our strategic focus will be on the renewable energy, energy efficiency and related sectors, which will subject us to more risks than if we were broadly diversified.
Because we are specifically focused on the renewable energy, energy efficiency and related sectors, investments in our shares may present more risks than if we were broadly diversified over more sectors of the economy. Therefore, a downturn in the renewable energy or energy efficiency sectors would have a larger impact on us than on a company that does not concentrate in limited segments of the economy. For example, biofuel companies operating in the renewable energy sector can be significantly affected by the supply of and demand for specific products and services, especially biomass such as corn or soybean oil, the supply and demand for energy commodities, the price of capital expenditures, government regulation, world and regional events and economic conditions. Companies that produce renewable energy can be negatively affected by lower energy output resulting from variable inputs, mechanical breakdowns, faulty technology, competitive electricity markets or changing laws which mandate the use of renewable energy sources by electric utilities.
In addition, companies that engage in energy efficiency projects may be unable to protect their intellectual property or face declines in the demand for their services due to changing governmental policies or budgets. At times, the returns from investments in the renewable energy and energy efficiency sectors may lag the returns of other sectors or the broader market as a whole.
Furthermore, with respect to the construction and operation of individual renewable energy and energy efficiency projects, there are a number of additional risks, including:
| • | substantial construction risk, including the risk of delay, that may arise as a result of inclement weather or labor disruptions; |
| • | the risk of entering into markets where we have limited experience; |
| • | the need for substantially more capital to complete than initially budgeted and exposure to liabilities as a result of unforeseen environmental, construction, technological or other complications; |
| • | a decrease in the availability, pricing and timeliness of delivery of raw materials and components, necessary for the projects to function; |
| • | the continued good standing of permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S. federal governmental organizations; and |
| • | the consent and authorization of local utilities or other energy development off takers to ensure successful interconnection to energy grids to enable power sales. |
Our renewable energy and energy efficiency projects may be subject to the risk of fluctuations in commodity prices.
The operations and financial performance of projects in the renewable energy and energy efficiency sectors may be affected by energy commodity prices like unleaded gasoline and wholesale electricity. For example, the price of renewable energy resources will change in relation to the market price of electricity. The market price of electricity is sensitive to cyclical changes in demand and capacity supply, and in the economy, as well as to regulatory trends and developments impacting electricity market rules and pricing, transmission development and investment to power markets within the United States and in other jurisdictions through interconnects and other external factors outside of the control of renewable energy power-producing projects or energy efficiency projects. In addition, volatility of commodity prices, such as the market price of electricity, may also make it more difficult for renewable energy and energy efficiency projects to raise any additional capital that may be necessary to operate, to the extent the market perceives that the project’s performance may be tied directly or indirectly to commodity prices. Accordingly, the potential revenue and cash flow of these projects may be volatile and adversely affect the value of our investments.
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Existing regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of energy generation and consumption projects, including solar and wind energy projects, which may significantly reduce our ability to meet our investment objectives.
The market for electricity generation and consumption projects is influenced by U.S. federal, state and local government regulations and policies concerning the electric utility industry, as well as policies promulgated by electric utilities. Similar government influences apply in the other jurisdictions in which we may invest. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies are being modified and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy sources, including solar energy technology, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for renewable energy and energy efficiency project development and investments. For example, without certain major incentive programs and or the regulatory mandated exception for renewable energy or energy efficiency systems, utility customers are often charged interconnection or standby fees for putting distributed power generation on the electric utility network. These fees could increase the cost to our customers of using our renewable energy and energy efficiency projects and make them less desirable, thereby harming our business, prospects, results of operations and financial condition.
We anticipate that our renewable energy and energy efficiency projects will be subject to oversight and regulation in accordance with national and local ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. It is difficult to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our renewable energy or energy efficiency projects may result in significant additional expenses or related development costs and, as a result, could cause a significant reduction in demand for our investments.
The reduction or elimination of government economic incentives could impede growth of the renewable energy and energy efficiency market.
We believe that the near-term growth of the market for application on the U.S. electricity grid, where renewable energy is used to supplement a customer’s electricity purchased from the utility network or sold to a utility under tariff, depends in part on the availability and size of government and economic incentives for solar energy. Because a significant portion of our sales are expected to involve the market for the U.S. electricity grid, the reduction or elimination of government and economic incentives may adversely affect the growth of this market or result in increased price competition, both of which could cause our revenue to decline.
Today, the cost of renewable energy exceeds retail electric rates in many locations. As a result, federal, state and local government bodies in many countries, including the United States, have provided incentives in the form of feed-in tariffs, rebates, tax credits and other incentives to end users, distributors, system integrators and manufacturers of renewable energy projects to promote the use of renewable energy in on-grid applications and to reduce dependency on other forms of energy. These government economic incentives could be reduced or eliminated altogether as a result of the government’s effort to reduce the federal deficit or for other reasons. Some renewable energy and energy efficiency program incentives expire, decline over time, are limited in total funding or require renewal of authority. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our projects. Changes in the level or structure of a renewable portfolio standard could also result in decreased demand for and lower revenue from our projects. See “—The reduction or elimination of government and economic incentives for solar power production could affect the financial results of our projects that produce solar power” and “—We depend in part on U.S. federal, state and local government support for our renewable energy and energy efficiency projects.”
Certain projects may generate a portion of their revenue from the sales of RECs and EECs, which may be subject to market price fluctuations, and there is a risk of a significant, sustained decline in their market prices. Such a decline may make it more difficult for our projects to grow and become profitable.
We may not be able to foster growth for our projects economically if there is a significant, sustained decline in market prices for electricity, RECs or EECs without a commensurate decline in the cost of equipment, such as solar panels and turbines, and the other capital costs of constructing renewable energy and energy efficiency projects. Electricity prices are affected by various factors and may decline for many reasons that are not within our control. Those factors include changes in the cost or availability of fuel, regulatory and governmental actions, changes in the amount of available generating capacity from both traditional and renewable sources, changes in power transmission or fuel transportation capacity, seasonality, weather conditions and changes in demand for electricity. In addition, other power generators may develop new technologies or improvements to traditional technologies to produce power that could increase the supply of electricity and cause a sustained reduction in market prices for electricity, RECs and EECs. If governmental action or conditions in the markets for electricity, RECs or EECs cause a significant, sustained decline in the market prices of electricity or those attributes, without an offsetting decline in the cost of turbines or other capital costs of renewable energy and energy efficiency projects, we may not be able to construct our pipeline of projects or achieve expected revenues, which could have a material adverse effect on our business, financial condition and results of operations.
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For those projects that generate RECs or EECs, all or a portion of the revenues generated from the sale of such RECs or EECs, as the case may be, may not be hedged, and therefore, such projects may be exposed to volatility of REC or EEC prices, as applicable, with respect to those sales.
REC and EEC prices are driven by various market forces, including electricity prices and the availability of electricity from other renewable energy sources and conventional energy sources. We may be unable to hedge all or a portion of our revenues from RECs or EECs in certain markets where conditions limit our ability to sell forward all of our RECs or EECs, as the case may be. Our ability to hedge RECs and EECs generated by projects is limited by the unbundled nature of the RECs and EECs and the relative illiquidity of this market. Certain of our projects will be exposed to volatility of commodity prices with respect to all or the portion of RECs or EECs, as applicable, that we are unable to hedge, including risks resulting from changes in regulations, including state renewable portfolio standard (“RPS”) targets, general economic conditions and changes in the level of renewable energy generation. We expect to have quarterly variations in the revenues from the projects in which we invest from the sale of unhedged RECs and EECs.
If there is not sufficient demand for renewable energy or energy efficiency technology, or if renewable energy or energy efficiency projects do not develop or take longer to develop than we anticipate, we may be unable to achieve our investment objectives.
If demand for renewable energy and energy efficiency products fails to grow sufficiently, we may be unable to achieve our investment objectives. In addition, demand for renewable energy and energy efficiency projects in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of renewable energy and energy efficiency technology and demand for renewable energy and energy efficiency projects, including:
| • | cost-effectiveness of renewable energy and energy efficiency technologies as compared with conventional and competitive technologies; |
| • | performance and reliability of renewable energy and energy efficiency products as compared with conventional and non-renewable products; |
| • | success of alternative distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel generators and large-scale solar thermal technologies; |
| • | fluctuations in economic and market conditions that impact the viability of conventional and competitive alternative energy sources; |
| • | increases or decreases in the prices of oil, coal and natural gas; |
| • | capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow; |
| • | continued deregulation of the electric power industry and broader energy industry; and |
| • | availability and or effectiveness of government subsidies and incentives. |
Moreover, negative public or community response to renewable energy and energy efficiency projects in general or our projects specifically can adversely affect our ability to grow and manage our projects. This type of negative response can lead to legal, public relations and other challenges that impede our ability to meet our construction targets, achieve commercial operations for a project on schedule, address the changing needs of our projects over time and generate revenues. Some of our projects may be the subject of administrative and legal challenges from groups opposed to the projects in general or concerned with potential environmental, health or aesthetic impacts, impacts on property values or the rewards of property ownership, or impacts on the natural beauty of public lands. We expect this type of opposition to continue as we execute our business plan. Opposition to our project’s requests for permits or successful challenges or appeals to permits issued to our projects could materially adversely affect our operations plans. If we are unable to grow and manage the capacity that we expect from our projects in our anticipated timeframes, it could have a material adverse effect on our business, financial condition and results of operations.
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Our business will be subject to the risk of extreme or changing weather patterns.
Extreme weather patterns, such as the 2011 Joplin tornado and Hurricane Sandy in 2012, could result in significant volatility in the supply and prices of energy. This volatility may create fluctuations in commodity or energy prices and earnings of companies in the renewable energy and energy efficiency sectors. Similarly, extreme weather, such as lightning strikes, ice storms, tornados, extreme wind, severe storms, wildfires and other unfavorable weather conditions or natural disasters, such as floods, fires and earthquakes, can have an adverse impact on the input and output commodities associated with the renewable energy sector or require us to shut down the equipment associated with our renewable energy projects, such as solar panels, turbines or related equipment and facilities, which would impede the ability of our project facilities ability to maintain and operate, and decrease electricity production levels and our revenue. Operational problems, such as degradation of our project’s equipment due to wear or weather or capacity limitations or outages on the electrical transmission network, can also affect the amount of energy that our projects are able to deliver. Any of these events, to the extent not fully covered by insurance, could have a material adverse effect on our business, financial condition and results of operations.
The profitability of our projects may be adversely affected if they are subject to regulation under the Federal Power Act (“FPA”), state, or local public utility laws and regulations that regulate the sale of electricity.
Companies owning or operating electric generation projects may be subject to regulatory requirements under the FPA, state, or local public utility laws. The FPA grants the U.S. Federal Energy Regulatory Commission (“FERC”) jurisdiction over the sale of electric power for resale (i.e., sales at wholesale) in interstate commerce. Jurisdiction over retail sales (i.e., the sale of power to end-users) is left to the states. Rates and charges for wholesale sales of electric power are subject to FERC’s supervision. Upon an appropriate showing, FERC will authorize an entity to engage in wholesale sales of electricity at negotiated rates based on market conditions (i.e., market-based rates) rather than at cost- bases rates pre-approved by FERC. FERC continues to have jurisdiction over entities granted market-based rate authority and retains the authority to remove the authorization to sell at market-based rates and otherwise impose significant regulatory obligations. FERC also has jurisdiction to regulate the issuance of securities by entities subject to its jurisdiction.
On the state level, public utility regulatory commissions have plenary jurisdiction over public utilities in their respective states, including responsibility for approving rates and other terms and conditions under which “public utilities”, as defined by relevant state law, sell retail electric power to consumers.
Certain of our future projects may be Qualifying Facilities (“QFs”), and/or Exempt Wholesale Generators (“EWGs”). Depending on their production capacity, certain QFs are exempt from regulation: (i) as public utilities by FERC under the FPA; (ii) under the Public Utility Holding Company Act of 2005 (“PUHCA”); and (iii) under state law as to rates and financial and organizational regulation. EWG’s are exempt from FERC regulation under PUHCA and are subject to FERC regulation under the FPA. To the extent our future projects are subject to rate regulation by FERC, their rate schedules for wholesale sales of energy, capacity and ancillary services will need to be approved by FERC. FERC may revoke or revise an entity’s authorization to make wholesale sales at market-based rates if FERC subsequently determines that such entity can exercise market power in transmission or generation, create barriers to entry or engage in abusive affiliate transactions or market manipulation.
Any market-based rate authority that we obtain will be subject to certain market behavior rules. If we are deemed to have violated these rules, we will be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of our market-based rate authority, as well as potential criminal and civil penalties. If we were to lose market-based rate authority for a project, we would be required to obtain the FERC’s acceptance of a cost-based rate schedule and could become subject to, among other things, the burdensome accounting, record keeping and reporting requirements that are imposed on public utilities with cost-based rate schedules. This could have an adverse effect on the rates we charge for power from our projects and our cost of regulatory compliance.
Certain projects, depending on their production capacity and configuration may be subject to the reliability standards of the North American Electric Reliability Corporation (“NERC”). If we fail to comply with the mandatory reliability standards, we could be subject to sanctions, including substantial monetary penalties.
Although the sale of electric energy has been to some extent deregulated, the industry is subject to increasing regulation and even possible re-regulation. Due to major regulatory restructuring initiatives at the U.S. federal and state levels, the U.S. electric industry has undergone substantial changes over the past several years. We cannot predict the future design of wholesale power markets or the ultimate effect ongoing regulatory changes will have on our business. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the movement toward competitive markets. If deregulation of the electric power markets is reversed, discontinued or delayed, our business, financial condition and results of operations could be adversely affected.
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Our projects may rely on electric transmission lines and other transmission facilities that are owned and operated by third parties. In these situations, our projects will be exposed to transmission facility curtailment risk, including but not limited to curtailment caused by breakdown of the power grid system, which may delay and increase the costs of our projects or reduce the return to us on those investments.
Our projects may rely on electric transmission lines and other transmission facilities owned and operated by third parties to deliver the electricity our projects generate. We expect some of our projects will have limited access to interconnection and transmission capacity because there are many parties seeking access to the limited capacity that is available. We may not be able to secure access to this limited interconnection or transmission capacity at reasonable prices or at all. Moreover, a failure in the operation by third parties of these transmission facilities could result in our losing revenues because such a failure could limit the amount of electricity we deliver. In addition, our production of electricity may be curtailed due to third-party transmission limitations or limitations on the grid’s ability to accommodate intermittent energy sources, reducing our revenues and impairing our ability to capitalize fully on a particular project’s potential. Such a failure or curtailment at levels significantly above which we expect could have a material adverse effect on our business, financial condition and results of operations.
We depend in part on U.S. federal, state and local government support for our renewable energy and energy efficiency projects.
We depend in part on government policies that support renewable energy and energy efficiency and enhance the economic feasibility of renewable energy and energy efficiency projects. The U.S. federal government and several of the states in which we operate or into which we sell power provide incentives that support the sale of energy from renewable sources or incentives to reduce energy consumption.
Certain renewable energy and energy efficiency projects, such as solar energy projects, may be eligible for an ITC. The placed-in-service deadline for solar energy projects to produce electricity can be as late as December 31, 2019 for a full credit, dropping to 26% in 2020 with further decreases to 22% in 2021 and 10% in 2022 and beyond. The ITC is a credit claimed against the income tax of the owner of the eligible project.
In addition to U.S. federal incentives, we rely in part on state incentives that support the sale of energy generated from renewable sources and incentives to reduce energy consumption, including state adopted RPS programs. RPS programs generally require that electricity supply companies include a specified percentage of renewable energy in the electricity resources serving a state or purchase credits demonstrating the generation of such electricity by another source. However, the legislation creating such RPS requirements usually grants the relevant state public utility commission the ability to reduce electric supply companies’ obligations to meet the RPS requirements in certain circumstances. If the RPS or EEC requirements are reduced or eliminated, this could result in our receiving lower prices for our power and in a reduction in the value of our RECs, which could have a material adverse effect on us.
We depend on these programs, in part, to finance the projects in our pipeline. If any of these incentives are adversely amended, eliminated, subjected to new restrictions, not extended beyond their current expiration dates, or if funding for these incentives is reduced, it would have a material adverse effect on our ability to obtain financing. A delay or failure by governmental authorities to administer these programs in a timely and efficient manner could have a material adverse effect on our financing.
While certain U.S. federal, state and local laws, programs and policies promote renewable energy or energy efficiency and additional legislation is regularly being considered that would enhance the demand for renewable energy or reduce the consumption of energy, they may be adversely modified, legislation may not pass or may be amended and governmental support of renewable energy and energy efficiency development may not continue or may be reduced. If governmental authorities do not continue supporting, or reduce or eliminate their support of renewable energy or energy efficiency projects, our revenues may be adversely affected, our economic return on certain projects may be reduced, our financing costs may increase, it may become more difficult to obtain financing, and our business and prospects may otherwise be adversely affected.
Liability relating to environmental matters may impact the value of properties that we may acquire or the properties underlying our projects.
Under various U.S. federal, state and local laws, an owner or operator of a project may become liable for the costs of removal of certain hazardous substances released from the project of any underlying real property. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances.
The presence of hazardous substances may adversely affect an owner’s ability to sell a contaminated project or borrow using the project as collateral. To the extent that a project owner becomes liable for removal costs, the ability of the owner to make payments to us may be reduced.
We typically have title to projects or their underlying real estate assets underlying our equity investments, or, in the course of our business, we may take title to a project or its underlying real estate assets relating to one of our debt investments, and, in either case, we could be subject to environmental liabilities with respect to these assets. To the extent that we become liable for the removal costs, our results of operation and financial condition may be adversely affected. The presence of hazardous substances, if any, may adversely affect our ability to sell the affected project and we may incur substantial remediation costs, thus harming our financial condition.
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Future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.
We 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 or energy efficiency project or seek to enjoin construction of a renewable energy or energy efficiency project. In addition, we may be subject to legal proceedings or claims contesting the construction or operation of our renewable energy or energy efficiency 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.
Our projects and/or other investments may incur liabilities that rank equally with, or senior to, our investments in such companies.
We will invest in various types of debt and equity securities, including first lien, second lien, mezzanine debt, preferred equity and common equity, issued by U.S. and Canadian middle market companies in the renewable energy, energy efficiency and related sectors. Our projects and other investments may have, or may be permitted to incur, other liabilities that rank equally with, or senior to, our positions or investments in such projects or businesses, as the case may be. By their terms, such instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the instruments in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of instruments ranking senior to our investment in that project or business would typically be entitled to receive payment in full before we receive any distribution. After repaying such senior stakeholders, such project or other investment may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with instruments we hold, we would have to share on an equal basis any distributions with other stakeholders holding such instrument in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant project or investment.
We may not control the projects and other investments in which we invest.
We may not control the projects and other investments in which we invest. We define control as ownership of 25% or more of the outstanding voting securities of a company or having greater than 50% representation on a company’s board of directors. As a result, we are subject to the risk that the controlling entity of a project in which we invest may make business decisions with which we disagree and the management of such project, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests.
We may invest in joint ventures, including partnerships, which creates additional risk because, among other things, we cannot exercise sole decision making power and our partners may have different economic interests than we have.
We may invest in joint ventures, including partnerships, with third parties. There are additional risks involved in joint venture transactions. As a co-investor in a joint venture, we may not be in a position to exercise sole decision-making authority relating to the project or asset, joint venture or other entity. As a result, the operations of a project or other investment may be subject to the risk that the project or other investment owners may make business, financial or management decisions with which we do not agree or the management of the project may take risks or otherwise act in a manner that does not serve our interests. Because we may not have the ability to exercise control over such operations, we may not be able to realize some or all of the benefits that we believe will be created from our involvement. In addition, there is the potential of our joint venture partner becoming bankrupt and the possibility of diverging or inconsistent economic or business interests of us and our partner. These diverging interests could result in, among other things, exposing us to liabilities of the joint venture in excess of our proportionate share of these liabilities. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.
A lack of liquidity in certain of our investments may adversely affect our business.
We invest in certain companies and projects whose securities are not publicly traded or actively traded on the secondary market and whose securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. We invest in other financial instruments that are subject to similar restrictions. The illiquidity of certain of our investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.
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A significant portion of our investments will be recorded at fair value as determined in good faith by our advisor, subject to the review of the board of directors and, as a result, there will be uncertainty as to the value of our investments.
Our consolidated financial statements will be prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies, or ASC Topic 946, which requires us to carry our investments at fair value or, if fair value is not determinable based on transactions observable in the market, at fair value as determined by our advisor, subject to the oversight of our board of directors. At the direction of our board of directors, an independent valuation firm will review the valuations prepared by GCM. For most of our investments, market quotations will not be available. As a result, we will value these investments quarterly at fair value as determined in good faith.
The determination of fair value is to a degree subjective, and our advisor has a conflict of interest in making the determination. We expect to value our investments quarterly at fair value as determined in good faith by our advisor, subject to the oversight of our board of directors. At the direction of our board of directors, an independent valuation firm will periodically review the valuations prepared by GCM. The types of factors that may be considered in determining the fair values of our investments include available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security 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. Because such valuations, and particularly valuations of private companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current market conditions. The determinations of fair value by our advisor, subject to the oversight of our board of directors, may differ materially from the values that would have been used if an active market and market quotations existed for these investments. Our net asset value 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.
Risks Related to Investments in the Solar, Wind Power and Energy Efficiency Industries
If the solar power industry experiences a shortage of key inputs, such as polysilicon, the profitability of solar power-producing projects may decrease, which may result in slower growth in the solar power market than we anticipate.
Solar power companies depend on certain technologies and key inputs, such as polysilicon. If the solar power industry experiences shortages of these technologies and key inputs, profitability of the solar businesses in which we invest may be negatively impacted due to the resulting increase in prices of these technologies and key inputs. In addition, increases in polysilicon prices have in the past increased manufacturing costs for solar power producers and may impact manufacturing costs and net income or cause a shortage of polysilicon in the future. Polysilicon is also used in the semiconductor industry generally and any increase in demand from that sector may cause a shortage. To the extent a shortage results in these types of technologies and key inputs due to price increases, the solar power market may experience slower growth than we anticipate.
The reduction or elimination of government and economic incentives for solar power production could affect the financial results of our projects that produce solar power.
The market for on-grid applications, where solar power is used to supplement a customer’s electricity purchased from the electric utility network or sold to a utility under tariff, depends in part on the availability and size of government and economic incentives. The reduction or elimination of government and economic incentives would adversely affect the growth of this market or result in increased price competition, either of which could cause solar power producers’ revenue to decline and harm their financial results.
Our solar power projects may not be able to compete successfully and may lose or be unable to gain market share.
Solar power producers also compete against other power generation sources including conventional fossil fuels supplied by utilities, other alternative energy sources such as wind, biomass, and emerging distributed generation technologies such as micro-turbines, sterling engines and fuel cells. In the large-scale on-grid solar power systems market, our solar power projects will face direct competition from a number of companies that manufacture, distribute, or install solar power systems.
The operating results of the projects in which we invest that produce solar power may be negatively affected by a number of other factors.
In addition to shortages of technologies and key inputs and changes in governmental policies, the results of the projects in which we invest that produce solar power can be affected by a variety of factors, including the following:
| • | the average selling price of solar cells, solar panels and solar power systems; |
| • | a decrease in the availability, pricing and timeliness of delivery of raw materials and components, particularly solar panels and components, including steel, necessary for solar power systems to function; |
| • | the rate and cost at which solar power producers are able to expand their manufacturing and product assembly capacity to meet customer demand, including costs and timing of adding personnel; |
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| • | construction cost overruns, including those associated with the introduction of new products; |
| • | the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions; |
| • | unplanned additional expenses such as manufacturing failures, defects or downtime; |
| • | the impact of seasonal variations in sunlight on energy production; |
| • | the impact of weather variations on energy production; |
| • | acquisition and investment related costs; |
| • | the loss of one or more key customers or the significant reduction or postponement of orders from these customers; |
| • | changes in manufacturing costs; |
| • | the availability, pricing and timeliness of delivery of products necessary for solar power products to operate; |
| • | changes in electric rates due to changes in fossil fuel prices; |
| • | the lack of a viable secondary market for positions in solar energy projects; and |
| • | the ability of a solar energy project to generate cash and pay yield substantially depends on power generation, which depends on continuing productive capability of the solar energy hardware, including proper operations and maintenance of the solar energy hardware and fair sunlight for the life of the investment. |
If wind conditions are unfavorable or below our estimates on any of our wind projects, the electricity production on such project and therefore, our income, may be substantially below our estimates.
The financial performance of our projects that produce wind energy will be dependent upon the availability of wind resources. The strength and consistency of wind resources at wind projects will vary. Weather patterns could change or the historical data could prove to be an inaccurate reflection of the strength and consistency of the wind in the future. If wind resources are insufficient, the assumptions underlying the economic feasibility about the amount of electricity to be generated by wind projects will not be met and the project’s income and cash flows will be adversely impacted. Wind-producing projects and our evaluations of wind projects will be based on assumptions about certain conditions that may exist and events that may occur in the future. A number of additional factors may cause the wind resource and energy capture at wind projects to differ, possibly materially, from those initially assumed by the project’s management, including: the limited time period over which the site-specific wind data were collected; the potential lack of close correlation between site-specific wind data and the longer-term regional wind data; inaccurate assumptions related to wake losses and wind shear; the limitations in the accuracy with which anemometers measure wind speed; the inherent variability of wind speeds; the lack of independent verification of the turbine power curve provided by the manufacturer; the potential impact of global warming and other climatic factors, including icing and soiling of wind turbines; the potential impact of topographical variations, turbine placement and local conditions, including vegetation; the power delivery schedule being subject to uncertainty; the inherent uncertainty associated with the use of models, in particular future-oriented models; and the potential for electricity losses to occur before delivery.
Furthermore, a project’s wind resources may be insufficient for them to become and remain profitable. Wind is naturally variable. The level of electricity production at any of our wind projects, therefore, will also be variable. If there are insufficient wind resources at a project site due to variability, the assumptions underlying the company’s belief about the amount of electricity to be generated by the wind project will not be met. Accordingly, there is no assurance that a project’s wind resources will be sufficient for it to become or remain profitable.
If our wind energy production assessments turn out to be wrong, our wind energy projects could suffer a number of material adverse consequences, including:
| • | our wind energy production and sales for the project may be significantly lower than we predict; |
| • | our hedging arrangements may be ineffective or more costly; |
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| • | we may not produce sufficient energy to meet our commitments to sell electricity or RECs and, as a result, we may have to buy electricity or RECs on the open market to cover our obligations or pay damages; and |
| • | our projects may not generate sufficient cash flow to make payments of principal and interest as they become due on the debt we provided on the project, and we may have difficulty refinancing such debt. |
Risks Related to Debt Financing and Lending
The base management fee payable to GCM increases with the use of leverage and thus, GCM will have a financial incentive to incur leverage; however, if we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our members, and result in losses.
We currently use leverage to finance certain of our investments. At such time when the net proceeds from this offering have been fully invested, we expect that we will generally target a leverage ratio of up to $2 of debt for every $1 of equity on our overall portfolio, with individual allocations of leverage based on the mix of asset types and obligors; however, we will in no event exceed a leverage ratio of $3 of debt for every $1 of equity, unless any excess is approved by a majority of our independent directors. The amount of leverage that we employ will depend on our advisor’s assessment of market and other factors at the time of any proposed borrowing. Our LLC Agreement does not impose limits on the amount of leverage we may employ. There can be no assurance that leveraged financing will be available to us on attractive terms or at all. The use of leverage increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. If we use leverage to partially finance our investments, through borrowing from banks and other lenders, you will experience increased risks of investing in our shares. If the value of our assets decreases, leveraging would cause such value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our members. In addition, we and our members will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management fees payable to the advisor. Furthermore, as we expect that the base management fee payable to GCM will be payable based on the average of the values of our gross assets for each day of the prior month, including those assets acquired through the use of leverage, GCM will have a financial incentive to incur leverage, which may not be consistent with our members’ interests. The incentive distribution, to which the Special Unitholder, an affiliate of our advisor, may be entitled, may encourage our advisor to use leverage to increase the return on our portfolio, in the construction of additional projects.
In order to achieve our investment objectives, we may be required to utilize financial leverage. We may borrow money in order to make investments, for working capital and to make distributions to our members. No portion of the net worth of GCM, our sponsor, and its affiliates will be available to us to satisfy our liabilities or other obligations. Accordingly, we are subject to the risks that our cash flow will not be sufficient to cover the required debt service payments and, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale, at significantly depressed prices in some cases due to market conditions or otherwise, to satisfy the obligations.
Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our members.
We will be exposed to risks associated with changes in interest rates.
To the extent we borrow to finance our investments, we will be subject to financial market risks, including changes in interest rates. An increase in interest rates would make it more expensive to use debt for our financing needs.
When we borrow, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we employ those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds may increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include borrowing at fixed rates or various interest rate hedging activities. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations.
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We will be exposed to borrower default, prepayment risk, bankruptcy risk and liquidity risk to the extent we make loans or provide financing to others.
We may provide financing to projects owned by others, including through the provision of secured loans. We may also provide projects with senior unsecured debt, subordinated secured debt, subordinated unsecured debt, mezzanine debt, convertible debt and convertible preferred debt. We may also make 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. As a result, we are subject to the risk of borrower default. Defaults may increase as a result of economic conditions beyond the control of the company, our advisor and the borrowers, including prevailing interest rates, the value of the U.S. dollar, energy prices, changes in the demand for renewable energy or energy efficiency projects, construction delays, disruptions in the credit markets and other factors. Any such defaults will directly affect the operating results of, and risks of an investment in, the company.
In addition, we face prepayment risk, bankruptcy risk and liquidity risk in lending. There may not be any prepayment penalty for borrowers who prepay their loans. If borrowers choose to prepay their loans, we may not receive the full amount of interest payments otherwise to be received by us. In addition, borrowers may seek the protection of debtor relief under bankruptcy or insolvency laws, which may result in the nonpayment of the underlying loans. Our lending represents binding commitments, and such committed funds generally may not be withdrawn. The loans will not be listed on any securities exchange, generally will not be transferable, and generally must be held by us for the term of the relevant loan. Such prepayment risk, bankruptcy risk and liquidity risk could diminish the value of your investment in us.
Risks Related to This Offering and Our Shares
The offering prices will change on a quarterly basis and investors will purchase shares at the offering price that is effective at the time they submit their subscriptions.
The offering prices for our classes of shares may change on a quarterly basis and investors will need to determine the price by checking our website at www.greenbackerrenewableenergy.com or reading a supplement to our prospectus. Investors will purchase shares at the offering price that is effective at the time they submit their subscriptions. In addition, if there are issues processing an investor’s subscription, the offering price may change prior to the acceptance of such subscription; however, such investor will purchase shares subscribed for at the price that was effective at the time such investor submitted his or her subscription to the dealer manager and not at the newly changed offering price.
Purchases of our shares by our directors, officers and other affiliates in this offering should not influence the investment decisions of independent, unaffiliated investors.
Purchases of shares by our advisor and its affiliates were included in determining that we had satisfied the minimum offering requirement. Any shares purchased by directors, officers and other affiliates of ours will be purchased for investment purposes only. The investment decisions made by any such directors, officers or affiliates should not influence your decision to invest in our shares, and you should make your own independent investment decision concerning the risks and benefits of an investment in our shares.
Since this is a “best-efforts” offering, there is neither any requirement, nor any assurance, that any specific amount of gross offering proceeds will be raised.
This is a “best-efforts,” as opposed to a “firm commitment” offering. This means that the dealer manager is not obligated to purchase any shares, but has only agreed to use its “best efforts” to sell the shares to investors. As a general matter, investors purchasing such shares should not assume that the number of shares sold, or gross offering proceeds received, by us will be greater than the number of shares sold or the gross offering proceeds received by us to that point in time. No investor should assume that we will sell the maximum offering, or any other particular offering amount.
The shares sold in the public offering will not be listed on an exchange or quoted through a quotation system for the foreseeable future, if ever. Therefore, if you purchase Class A, C or I shares, you will have limited liquidity and may not receive a full return of your invested capital if you sell your shares.
The shares offered by us are illiquid assets for which there is not expected to be any secondary market nor is it expected that any will develop in the future. Your ability to transfer your shares is limited. Pursuant to our LLC Agreement, we have the discretion under certain circumstances to prohibit transfers of shares, or to refuse to consent to the admission of a transferee as a member. Moreover, you should not rely on our share repurchase program as a method to sell shares promptly because our share repurchase program includes numerous restrictions that limit your ability to sell your shares to us, and we may amend, suspend or terminate our share repurchase program at any time without giving you advance notice. In particular, the share repurchase program provides that we may make repurchase offers only to members who have purchased Class A, C or I shares and have held their shares for a minimum of one year. Share repurchases are not available to Class P-A and Class P-I members. In addition, we limit repurchases (i) during any 12 month period, to 5% of our weighted average number of outstanding shares and (ii) during any fiscal quarter, to 1.25% of the weighted average number of shares outstanding in the prior four fiscal quarters. Our ability to repurchase shares is subject to and may be limited by the company’s available funds. Therefore, it will be difficult for you to sell your shares promptly or at all. In addition, the price received for any shares sold prior to a liquidity event is likely to be less than the proportionate value of our assets. Investor suitability standards imposed by certain states may also make it more difficult to sell your shares to someone in those states. The shares should be purchased as a long-term investment only.
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We intend to explore a potential liquidity event for our members within five years following the completion of our offering stage, which may include follow-on offerings after completion of this offering. However, there can be no assurance that we will complete a liquidity event within such time or at all. We expect that our board of directors, in the exercise of its fiduciary duty to our members, will determine to pursue a liquidity event when it believes that then-current market conditions are favorable for a liquidity event, and that such an event is in the best interests of our members. A liquidity event could include, but shall not be limited to, (1) the sale of all or substantially all of our assets either on a portfolio basis or individually followed by a liquidation, (2) a listing of our shares, or a transaction in which our members receive shares of a company that is listed, on a national securities exchange or (3) a merger or another transaction approved by our board of directors in which our members will receive cash or shares of a publicly traded company.
In making the decision to apply for listing of our shares, our board of directors will try to determine whether listing our shares or liquidating our assets will result in greater value for our members. In making a determination of what type of liquidity event is in the best interest of our members, our board of directors, including our independent directors, may consider a variety of criteria, including, but not limited to, market conditions, portfolio diversification, portfolio performance, our financial condition, potential access to capital as a listed company, market conditions for the sale of our assets or listing of our shares, internal management requirements to become a perpetual life company and the potential for member liquidity. If our shares are listed, we cannot assure you a public trading market will develop. Since a portion of the offering price from the sale of shares in this offering will be used to pay expenses and fees, the full offering price paid by members will not be invested in our target assets. As a result, even if we do complete a liquidity event, you may not receive a return of all of your invested capital.
The ongoing offering price, including the current offering price, may not accurately reflect the value of our assets.
We determine our net asset value each quarter. If our net asset value per share on such valuation date increases above or decreases below our net proceeds per share, we will adjust the offering price of all classes of shares, effective five business days later, to 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 our net asset value per share on such valuation date. Ongoing offering prices, including the current offering prices, may not be the equivalent of the value of our assets, as offering prices will take into consideration other factors such as selling commissions, dealer manager fees and organization and offering expenses.
Because the dealer manager is an affiliate of GCM, you will not have the benefit of an independent review of the offering or us customarily performed in underwritten offerings.
The dealer manager, SC Distributors, LLC, is an affiliate of GCM, and did not make an independent review of us or the offering. Accordingly, you will have to rely on your own broker-dealer to make an independent review of the terms of this offering. If your broker-dealer does not conduct such a review, you will not have the benefit of an independent review of the terms of this offering. Further, the due diligence investigation of us by the dealer manager cannot be considered to be an independent review and, therefore, may not be as meaningful as a review conducted by an unaffiliated broker-dealer or investment banker. In addition, we do not, and do not expect to, have research analysts reviewing our performance or our securities on an ongoing basis. Therefore, you will not have an independent review of our performance and the value of our shares relative to publicly traded companies.
We may be unable to invest a significant portion of the net proceeds of this offering on acceptable terms in the timeframe contemplated herein.
Delays in investing the net proceeds of this offering may impair our performance. We cannot assure you that we will be able to identify any investment opportunities that meet our investment objectives or that any investment that we make will produce a positive return. We may be unable to invest the net proceeds of this offering on acceptable terms within the time period that we anticipate or at all, which could harm our financial condition and operating results.
During the offering, we may invest the net proceeds primarily in cash, cash equivalents, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment (collectively, “Cash and cash equivalents”) prior to investing in alternative energy projects. Investing in Cash and cash equivalents may produce returns that are significantly lower than the returns which we expect to achieve when our portfolio is fully invested in securities meeting our investment objectives.
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Your interest in us will be diluted if we issue additional shares, which could reduce the overall value of your investment.
Potential investors in this offering do not have preemptive rights to any shares we issue in the future. Our LLC Agreement authorizes us to issue 400,000,000 shares. Pursuant to our LLC Agreement, a majority of our entire board of directors may amend our LLC Agreement from time to time to increase or decrease the aggregate number of authorized shares or the number of authorized shares of any class or series without member approval. After your purchase in this offering, we may elect to sell additional shares in this or future public offerings, issue equity interests in private offerings or issue share-based awards to our independent directors, GCM and/or employees of GCM. To the extent we issue additional equity interests after your purchase in this offering, your percentage ownership interest in us will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.
You will experience substantial dilution in the net tangible book value of your shares equal to the offering costs associated with your shares.
If you purchase our shares in this offering, you will incur immediate dilution, which will be substantial, equal to the costs of the offering associated with your shares. This means that the investors who purchase shares will pay a price per share that substantially exceeds the per share value of our assets after subtracting our liabilities. The costs of this offering, which include commissions, dealer manager fees, offering costs and organization cost, are currently estimated to be between 11.5% and 15.0 % of gross offering proceeds for Class A, C and I and between 1% and 15% for Class P-A and P-I.
Anti-takeover provisions in our LLC Agreement could inhibit a change in control.
Provisions in our LLC Agreement may make it more difficult and expensive for a third party to acquire control of us, even if a change of control would be beneficial to our shares. Under our LLC Agreement, which will be in effect at the commencement of this offering, our shares have only limited voting rights on matters affecting our business and therefore have limited ability to influence management’s decisions regarding our business. In addition, our LLC Agreement contains a number of provisions that could make it more difficult for a third party to acquire, or may discourage a third party from acquiring control of our company. These provisions include:
| • | restrictions on our ability to enter into certain transactions with major holders of our shares modeled on the limitation contained in Section 203 of the Delaware General Corporation Law, or the DGCL; |
| • | allowing only the company’s board of directors to fill vacancies, including newly created directorships; |
| • | requiring that directors may be removed, with or without cause, only by a vote of a majority of the issued and outstanding shares; |
| • | requiring advance notice for nominations of candidates for election to our board of directors or for proposing matters that can be acted upon by holders of our shares at a meeting of members; |
| • | our ability to issue additional securities, including securities that may have preferences or are otherwise senior in priority to our shares; and |
| • | limitations on the ability of holders of our shares to call special meetings of holders of our shares. |
Moreover, our LLC Agreement also prohibits any person from beneficially or constructively owning, as determined by applying certain attribution rules of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, our shares that would result in GREC being a “closely held C corporation” under Section 465(a)(1)(B) of the Internal Revenue Code. The ownership limits imposed under the Internal Revenue Code are based upon direct or indirect ownership by individuals (as defined in the Internal Revenue Code to include certain entities), but only during the last half of a tax year. The ownership limits contained in our LLC Agreement are based on the ownership at any time by any person, which term includes entities. These ownership limitations in our LLC Agreement are intended to provide added assurance that GREC will not be classified as a closely held C corporation, and to minimize administrative burdens. However, the ownership limit on our shares might also delay or prevent a transaction or a change in our control that might involve a premium price over the then current net asset value of our shares or otherwise be in the best interest of our members.
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Risks Related to Tax
Members may realize taxable income without cash distributions, and may have to use funds from other sources to fund tax liabilities.
Because we are taxed as a partnership for U.S. federal income tax purposes, members may realize taxable income in excess of cash distributions by us. There can be no assurance that we will pay distributions at a specific rate or at all. As a result, members may have to use funds from other sources to pay their tax liability.
In addition, the payment of the distribution fee over time with respect to the Class C shares will be deemed to be paid from cash distributions that would otherwise be distributable to the holders of Class C shares. Accordingly, the holders of Class C shares will receive a lower cash distribution to the extent of such Class C holder’s obligation to pay such fees. Because the payment of such fees is not a deductible expense for tax purposes, the taxable income of the company allocable to the holders of Class C shares may, therefore, exceed the amount of cash distributions made to the Class C holders.
The U.S. Internal Revenue Service (“IRS”) could adjust or reallocate items of income, gain, deduction, loss and credit with respect to the shares if the IRS does not accept the assumptions or conventions utilized by us.
U.S. federal income tax rules applicable to partnerships are complex and their application is not always clear. Moreover, the rules generally were not written for, and in some respects are difficult to apply to, publicly traded interests in partnerships. We apply certain assumptions and conventions intended to comply with the intent of the rules and to report income, gain, deduction, loss and credit to members in a manner that reflects members’ economic gains and losses, but these assumptions and conventions may not comply with all aspects of the applicable Treasury Regulations. It is possible therefore that the IRS will successfully assert that these assumptions or conventions do not satisfy the technical requirements of the Internal Revenue Code of 1986 (the “Internal Revenue Code”) and will require that items of income, gain, deduction, loss and credit be adjusted or reallocated in a manner that could be adverse to investors.
If we were to become taxable as a corporation for U.S. federal income tax purposes, we would be required to pay income tax at corporate rates on our net income and distributions by us to members would constitute dividend income taxable to such members, to the extent of our earnings and profits.
We have received the opinion of Alston & Bird LLP to the effect that, although the matter is not free from doubt due to the lack of clear guidance and direct authority, our proposed method of operation, as described herein and as represented by us to Alston & Bird LLP will permit us to not be classified for U.S. federal income tax purposes as an association or a publicly traded partnership taxable as a corporation. Members should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinion. It must be emphasized that the opinion of Alston & Bird LLP is based on various assumptions relating to our organization, operation, assets and activities, and that all factual representations and statements set forth in all relevant documents, records and instruments are true and correct, all actions described herein are completed in a timely fashion and that we will at all times operate in accordance with the method of operation described in our LLC Agreement and herein, and is conditioned upon factual representations and covenants made by us, and our board of directors regarding our organization, operation, assets, activities, and conduct of our operations, and assumes that such representations and covenants are accurate and complete. Such representations include, as discussed further below, representations to the effect that we will meet the “qualifying income exception”.
While it is expected that we will operate so that we will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation, given the highly complex nature of the rules governing partnerships, the ongoing importance of factual determinations, the lack of direct guidance with respect to the application of tax laws to the activities we are undertaking and the possibility of future changes in its circumstances, it is possible that we will not so qualify for any particular year. Alston & Bird LLP has no obligation to advise us or our members of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Our taxation as a partnership will depend on our ability to meet, on a continuing basis, through actual operating results, the “qualifying income exception.” We expect to satisfy this exception by ensuring that most of our investments that do not generate “qualifying income” are held through taxable corporate subsidiaries. However, we may not properly identify income as “qualifying,” and our compliance with the “qualifying income exception” will not be reviewed by Alston & Bird LLP on an on-going basis. Accordingly, no assurance can be given that the actual results of our operations for any taxable year will satisfy this “qualifying income” exception.
If, for any reason we become taxable as a corporation for U.S. federal income tax purposes, our items of income and deduction would not pass through to our members and our members would be treated for U.S. federal income tax purposes as stockholders in a corporation. We would be required to pay income tax at corporate rates on our net income. Distributions by us to members would constitute dividend income taxable to such members, to the extent of our earnings and profits, and the payment of these distributions would not be deductible by us. These consequences would have a material adverse effect on us, our members and the value of the shares.
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It is expected that we will operate so that we will qualify to be treated for U.S. federal income tax purposes as a partnership and that a significant portion of our investments will not generate “qualifying income” as the LLC will conduct a significant portion of its operations through GREC, a wholly owned subsidiary of the LLC treated as a C corporation for U.S. federal income tax purposes and subject to U.S. federal income tax on its net income. Conducting the company’s operations through GREC is expected to allow us to effectively utilize tax incentives generated from projects in which we hold controlling equity stakes to reduce the taxable income generated by our other investments through tax incentives that are better utilized by C-corporations than other forms of entities. However, because a significant portion of our investments will be held through GREC, the “pass through” tax benefit of our being a partnership for U.S. federal income tax purposes will be limited to the income generated by the investments that we directly hold.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
Our executive offices are located at 369 Lexington Avenue, Suite 312, New York, NY 10017. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.
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 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
PRICE RANGE OF COMMON STOCK
The company’s Class A, Class C, Class I, Class P-A or Class P-I shares are not listed or traded on any recognized securities exchange. Since the initial closing and through the date of this filing, the company sold shares on a continuous basis at the following prices:
| Period | Class | |||||||||||||||||||||
| From | To | A | C | I | P-A | P-I | ||||||||||||||||
| 25-Apr-14 | 4-Nov-15 | $ | 10.000 | $ | 9.576 | $ | 9.186 | NA | NA | |||||||||||||
| 5-Nov-15 | 4-Feb-16 | $ | 10.024 | $ | 9.599 | $ | 9.208 | NA | NA | |||||||||||||
| 5-Feb-16 | 5-May-16 | $ | 10.048 | $ | 9.621 | $ | 9.230 | NA | NA | |||||||||||||
| 6-May-16 | 3-Aug-16 | $ | 10.068 | $ | 9.640 | $ | 9.248 | $ | 9.589 | $ | 8.808 | |||||||||||
| 4-Aug-16 | 6-Nov-16 | $ | 10.227 | $ | 9.791 | $ | 9.394 | $ | 9.739 | $ | 8.946 | |||||||||||
| 7-Nov-16 | 7-Feb-17 | $ | 10.282 | $ | 9.581 | $ | 9.445 | $ | 9.782 | $ | 8.828 | |||||||||||
| As of 8-Feb-17 | $ | 10.224 | $ | 9.526 | $ | 9.391 | $ | 9.704 | $ | 8.758 | ||||||||||||
HOLDERS
As of December 31, 2016, the company has issued 11,155,122 Class A shares (including 23,469 to GCM and 93,191 shares to an affiliate of GCM), 1,041,836 Class C shares, 2,779,526 Class I shares, 47,774 Class P-A shares and 199,319 Class P-I shares.
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DISTRIBUTIONS
The following table reflects the distributions declared during the year ended December 31, 2016.
| Pay Date | Paid in Cash | Value of Shares Issued under DRP | Total | |||||||||
| February 1, 2016 | $ | 171,410 | $ | 185,680 | $ | 357,090 | ||||||
| March 1, 2016 | 182,825 | 195,193 | 378,018 | |||||||||
| April 1, 2016 | 221,088 | 221,729 | 442,817 | |||||||||
| May 2, 2016 | 234,799 | 241,934 | 476,733 | |||||||||
| June 1, 2016 | 261,003 | 271,362 | 532,365 | |||||||||
| July 1, 2016 | 270,112 | 277,033 | 547,145 | |||||||||
| August 1, 2016 | 296,391 | 288,859 | 585,250 | |||||||||
| September 1, 2016 | 323,445 | 299,790 | 623,235 | |||||||||
| October 3, 2016 | 334,152 | 299,699 | 633,851 | |||||||||
| November 1, 2016 | 356,589 | 321,863 | 678,452 | |||||||||
| December 1, 2016 | 371,493 | 320,165 | 691,658 | |||||||||
| January 3, 2017 | 403,983 | 367,279 | 771,262 | |||||||||
| Total | $ | 3,427,290 | $ | 3,290,586 | $ | 6,717,876 | ||||||
The following table reflects the distributions declared during the year ended December 31, 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 | |||||||||
| August 3, 2015 | 82,395 | 81,426 | 163,821 | |||||||||
| September 1, 2015 | 95,124 | 95,081 | 190,205 | |||||||||
| October 1, 2015 | 104,797 | 109,643 | 214,440 | |||||||||
| November 2, 2015 | 120,894 | 128,288 | 249,182 | |||||||||
| December 1, 2015 | 134,302 | 143,800 | 278,102 | |||||||||
| January 4, 2016 | 156,985 | 166,624 | 323,609 | |||||||||
| Total | $ | 996,867 | $ | 993,274 | $ | 1,990,141 | ||||||
The following table summarizes our distributions declared for the period from Commencement of Operations (April 25, 2014) through December 31, 2014.
| Value of | ||||||||||||
| Pay Date | Paid in Cash | Shares Issued under DRP | Total | |||||||||
| October 1, 2014 | $ | 5,123 | $ | 13,920 | $ | 19,043 | ||||||
| November 3, 2014 | 10,332 | 19,410 | 29,742 | |||||||||
| December 1, 2014 | 16,985 | 21,831 | 38,816 | |||||||||
| January 2, 2015 | 30,913 | 25,907 | 56,820 | |||||||||
| Total | $ | 63,353 | $ | 81,068 | $ | 144,421 | ||||||
PERFORMANCE GRAPH
Not applicable.
SALES OF UNREGISTERED SECURITIES
During the year ended December 31, 2016, the company sold 47,774 Class P-A shares and 199,319 Class P-I shares under a private placement memorandum. During the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, there were no unregistered sales of securities by the company.
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ISSUER PURCHASES OF EQUITY SECURITIES
For the year ended December 31, 2016, the company repurchased 261,620 Class A shares and 25,035 Class I shares at a total purchase price of $2,407,717 and $230,084, respectively, pursuant to the company’s share repurchase program. For the year ended December 31, 2015, the company repurchased 15,000 Class A shares at a total purchase price of $135,375, pursuant to the company’s share repurchase program. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the company repurchased 100 Class A shares for a total purchase price of $1,000 from an affiliate of the adviser. No Class C shares were repurchased during the year ended December 31, 2016. No Class C or I shares were repurchased during the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014.
The table below provides information concerning the company’s repurchase of shares during the years ended December 31, 2016 and 2015 pursuant to the company’s share repurchase program.
| Period | Total Number of Shares (Class A and I) purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||||
| January 1 to March 31, 2016 | 9,021 | $ | 9.068 | 9,021 | — | |||||||||||
| April 1 to June 30, 2016 | 80,958 | 9.086 | 80,958 | — | ||||||||||||
| July 1 to September 30, 2016 | 94,761 | 9.230 | 94,761 | — | ||||||||||||
| October 1 to December 31, 2016 | 101,915 | 9.280 | 101,915 | — | ||||||||||||
| Total - 2016 | 286,655 | $ | 9.202 | 286,655 | — | |||||||||||
| January 1 to March 31, 2015 | — | $ | — | — | — | |||||||||||
| April 1 to June 30, 2015 | — | — | — | — | ||||||||||||
| July 1 to September 30, 2015 | — | — | — | — | ||||||||||||
| October 1 to December 31, 2015 | 15,000 | 9.025 | 15,000 | — | ||||||||||||
| Total - 2015 | 15,000 | $ | 9.025 | 15,000 | — | |||||||||||
| (1) | The company’s share repurchase program provides that we may make repurchase offers only if we have sufficient funds available for repurchase and to the extent the total number of shares for which repurchase is requested in any fiscal quarter does not exceed 5% of our weighted average number of outstanding shares in any 12-month period. In addition, we will limit repurchases in each fiscal quarter to 1.25% of the weighted average number of shares outstanding in the prior four fiscal quarters. |
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected financial data of the company as of December 31, 2016, 2015, 2014 and 2013 and for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 are derived from our consolidated financial statements that have been audited by KPMG, our independent registered public accounting firm. This financial data should be read in conjunction with our consolidated financial statements and related notes thereto and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this report:
| As of December 31, 2016 | As of December 31, 2015 | As of December 31, 2014 | As of December 31, 2013 | |||||||||||||
| Statements of Assets and Liabilities data at period end: | ||||||||||||||||
| Investments, at fair value | $ | 115,123,101 | $ | 51,454,566 | $ | 2,737,501 | $ | — | ||||||||
| Cash and cash equivalents | 13,055,090 | 5,889,030 | 7,567,061 | 202,000 | ||||||||||||
| Other assets | 6,857,089 | 944,879 | 517,575 | — | ||||||||||||
| Total assets | 135,035,280 | 58,288,475 | 10,822,137 | — | ||||||||||||
| Term note payable, net of financing costs | 3,270,399 | — | — | — | ||||||||||||
| Other liabilities | 2,346,081 | 600,397 | 309,482 | — | ||||||||||||
| Total liabilities | 5,616,480 | 600,397 | 309,482 | — | ||||||||||||
| Total net assets | $ | 129,418,800 | $ | 57,688,078 | $ | 10,512,655 | $ | 202,000 | ||||||||
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For
the year ended | For the year ended December 31, 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Statements of operations data: | ||||||||||||
| Total investment income | $ | 8,236,025 | $ | 1,854,122 | $ | 38,291 | ||||||
| Management fee expense | 2,018,434 | 571,271 | 64,282 | |||||||||
| Incentive fees | — | — | — | |||||||||
| All other expenses | 1,831,096 | 1,054,509 | 617,072 | |||||||||
| Waiver of management fees | — | — | (21,228 | ) | ||||||||
| Pre-operating expenses | — | — | 222,734 | |||||||||
| Expense reimbursement to (from) advisor | 636,926 | 11,794 | (648,720 | ) | ||||||||
| Net investment income (loss) before taxes | 3,749,569 | 216,548 | (195,849 | ) | ||||||||
| Deferred tax benefit | 1,142,738 | 522,985 | — | |||||||||
| Franchise tax expense | (121,940 | ) | — | — | ||||||||
| Net investment income (loss) | 4,770,367 | 739,533 | (195,849 | ) | ||||||||
| Net realized loss on foreign currency transactions | — | — | (136 | ) | ||||||||
| Net realized gain on investments | 4,578 | — | — | |||||||||
| Net change in unrealized appreciation (depreciation) on investments | (1,473,781 | ) | 1,578,967 | 81,012 | ||||||||
| Net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies | 40,703 | (196,902 | ) | (31,647 | ) | |||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | 4,386,656 | 127,015 | — | |||||||||
| Net increase (decrease) in net assets resulting from operations | $ | 7,728,523 | $ | 2,248,613 | $ | (146,620 | ) | |||||
| Per share data (basic and diluted): (1) | ||||||||||||
| Net asset value (Class A) | $ | 8.69 | $ | 8.54 | $ | 8.50 | ||||||
| Net asset value (Class C) | $ | 8.44 | $ | 8.54 | $ | 8.50 | ||||||
| Net asset value (Class I) | $ | 8.69 | $ | 8.54 | $ | 8.50 | ||||||
| Net asset value (Class P-A) | $ | 8.67 | $ | — | $ | — | ||||||
| Net asset value (Class P-I) | $ | 8.67 | $ | — | $ | — | ||||||
| Net investment income (loss) | $ | 0.43 | $ | 0.22 | $ | (0.38 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments, net of incentive allocation to special unitholder | $ | (0.10 | ) | $ | 0.39 | $ | 0.14 | |||||
| Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies | $ | — | $ | (0.06 | ) | $ | (0.06 | ) | ||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | $ | 0.40 | $ | 0.04 | $ | — | ||||||
| Net increase (decrease) in net assets attributed to common stockholders | $ | 0.73 | $ | 0.59 | $ | (0.30 | ) | |||||
| Distributions declared (Class A) | $ | 0.60 | $ | 0.60 | $ | 0.28 | ||||||
| Distributions declared (Class C) | $ | 0.60 | $ | 0.60 | $ | 0.28 | ||||||
| Distributions declared (Class I) | $ | 0.60 | $ | 0.60 | $ | 0.28 | ||||||
| Distributions declared (Class P-A) | $ | 0.26 | $ | — | $ | — | ||||||
| Distributions declared (Class P-I) | $ | 0.25 | $ | — | $ | — | ||||||
| Other data: | ||||||||||||
| Weighted average common shares outstanding | 11,043,156 | 3,335,719 | 513,052 | |||||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value (Class A) | 8.79 | % | 7.44 | % | (5.33 | )% | ||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value (Class C) | 5.65 | % | 7.44 | % | (5.33 | )% | ||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value (Class I) | 8.79 | % | 7.44 | % | (5.33 | )% | ||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value (Class P-A) | 4.59 | % | — | % | — | % | ||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value (Class P-I) | 4.49 | % | — | % | — | % | ||||||
| Number of portfolio company investments at period end | 9 | 8 | 3 | |||||||||
| Purchases of investments | $ | 91,786,650 | $ | 47,681,029 | $ | 2,688,136 | ||||||
| Principal payments and sales of investments for the period | $ | 26,689,615 | $ | 359,432 | $ | — | ||||||
| (1) | The per share calculation for net asset value was based on shares outstanding. All other per share calculations were derived by using the weighted average shares outstanding. |
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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
Various statements in this annual 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:
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| • | 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 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. |
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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 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 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 is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“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 Credits (“RECs”) and energy efficiency certificates (“EECs”), which are generated by the projects and the sale of by-products such as organic compost materials. We initially have 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. 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 or to be named the managing member of a limited liability company in order 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 generate revenue primarily by selling (1) generated electric power to local utilities and other high quality, utility, municipal, corporate and individual residential counterparties, and (2) in some cases, RECs, EECs, and other commodities associated with the generation or savings of power. We 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 may also generate revenue from the receipt of interest, fees, capital gains and distributions from investments in our target assets.
We employ a rigorous credit underwriting process for each of our contractual counterparties that involves (i) identification of high credit quality counterparties with appropriate bonding and insurance capacity; (ii) where available, the review of counterparty financial statements and/or publicly available credit rating reports (iii) worst-case analysis testing of assets; (iv) ongoing monitoring of acquired assets and counterparty creditworthiness, including monitoring the public credit ratings reports issued by Moody’s and Standard and Poor’s, and (v) in regard to residential solar where the homeowner is the counterparty, individual FICO scores.
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The following table illustrates the allocation by percentage of the company’s contracted revenue by counterparty type and creditworthiness for the three months ended March 31, 2016, the six months ended June 30, 2016, the nine months ended September 30, 2016 and the year ended December 31, 2016.
| For the three months ended March 31, 2016 | For the six months ended June 30, 2016 | For the nine months ended September 30, 2016 | For the year ended December 31, 2016 | |||||||||||||
| Investment grade: | ||||||||||||||||
| Utility | 80.3 | % | 78.9 | % | 71.6 | % | 72.2 | % | ||||||||
| Municipality | 6.6 | 7.5 | 7.2 | 6.2 | ||||||||||||
| Corporation | 1.4 | 1.4 | 1.3 | 1.2 | ||||||||||||
| Subtotal investment grade | 88.3 | % | 87.8 | % | 80.1 | % | 79.6 | % | ||||||||
| Non-investment grade or no rating: | ||||||||||||||||
| Utility | 1.2 | % | 1.3 | % | 1.2 | % | 1.1 | % | ||||||||
| Municipality | 7.2 | 7.3 | 6.7 | 5.9 | ||||||||||||
| Individual | — | — | 8.5 | 10.0 | ||||||||||||
| Corporation | 3.3 | 3.6 | 3.5 | 3.4 | ||||||||||||
| Subtotal non-investment grade or no rating | 11.7 | % | 12.2 | % | 19.9 | % | 20.4 | % | ||||||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||
Our 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 focus on projects with long-term contracts that ensure price certainty, we also look for projects with shorter term arrangements that will allow us, through these projects, to participate in market rate changes which may lead to higher current income.
Certain of the power purchase agreements for our projects are 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 have structured some of 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. Recently, we acquired residential solar assets which have a private purchase agreement (“PPA”) with the residential homeowner as counterparty. In the future, we may also acquire assets where we lease the solar assets to a residential owner on a long term basis where the residential owner directly receives the benefit of the electricity generated.
We currently 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 are structured to provide predictable long-term cash flows by receiving a portion of the energy savings and the potential sale of associated RECs and EECs generated by such installations. In each of our renewable energy and energy efficiency investments, we 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.
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The table below sets forth the company’s investments in alternative energy generation portfolios as of December 31, 2016.
| Date(s) | Industry | Location(s) | Form of Investment | Cost **/ Principal Amount* | Assets | Generation Capacity in (MW)* | ||||||||||||
| East to West Solar Portfolio | First quarter 2015, Second quarter 2015, Fourth quarter 2015 | Alternative Energy – Solar | Colorado, Connecticut, Florida, Hawaii, Indiana and North Carolina | 100% equity ownership | $ | 23,256,875 | Commercial ground and roof mounted solar photovoltaic systems | 19.459 | ||||||||||
| Magnolia Sun Portfolio | Third quarter 2015, First quarter 2016 | Alternative Energy – Solar | California, Massachusetts and Tennessee | 100% equity ownership | $ | 10,775,000 | Commercial ground and roof mounted solar photovoltaic systems | 5.467 | ||||||||||
| Green Maple Portfolio | Fourth quarter 2014, Fourth quarter 2015 | Alternative Energy – Solar | Vermont | 100% equity ownership | $ | 12,895,000 | Commercial ground mounted solar photovoltaic systems | 7.391 | ||||||||||
| Canadian Northern Lights Portfolio | Fourth quarter 2014 Fourth quarter 2015 | Alternative Energy – Solar | Ontario, Canada | 100% equity ownership | $ | 1,603,136 | Residential rooftop mounted solar photovoltaic systems | 0.570 | ||||||||||
| Six States Solar Portfolio | Fourth quarter 2015 | Alternative Energy – Solar | Arizona, California, Colorado, Connecticut and Indiana | 100% equity ownership | $ | 2,300,000 | Ground and roof mounted solar systems | 6.222 | ||||||||||
| Greenbacker Wind Portfolio | Fourth quarter 2015 Fourth quarter 2016 | Alternative Energy – Wind | Montana | 100% equity ownership | $ | 42,277,428 | Operating wind power facilities | 35 | ||||||||||
| Renew AEC One, LLC | Fourth quarter 2015 | Energy Efficiency – Lighting Replacement | Pennsylvania | Secured Loan | $ | 771,371 | Energy efficiency LED lighting | N/A | ||||||||||
| Greenbacker Residential Solar Portfolio | Third quarter 2016 | Alternative Energy – Solar | California, Connecticut, Hawaii, Maryland, Massachusetts, New Jersey and New York | Managing Member, majority equity ownership | $ | 19,850,000 | Residential rooftop mounted solar photovoltaic systems | 12.092 | ||||||||||
| GREC Energy Efficiency Portfolio | Third quarter 2015 | Energy Efficiency – Lighting Replacement | Puerto Rico | Capital lease | $ | 511,362 | Energy efficiency LED lighting | N/A | ||||||||||
| Sunny Mountain Portfolio | Third quarter 2014 | Alternative Energy – Solar | Colorado | 100% equity ownership | $ | 884,578 | Commercial and residential ground and roof mounted solar photovoltaic systems | 0.809 | ||||||||||
* Approximate.
** Does not include assumed project level debt.
The investments described above have allowed us to execute on our early-stage strategy of constructing a portfolio of projects offering predictable power generation characteristics and generally stable income streams. With the addition of a wind power generation project and energy efficiency lighting investments, we have added diversified revenue streams to our seasonal solar generation income, further enhancing the predictability of returns.
The LLC conducts a significant portion of its operations through GREC, of which the LLC is the sole shareholder, holding both shares of common stock and the special preferred stock. We intend to continue to operate our business in a manner permitting 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 a Registration Statement on Form S-1 (File No. 333-211571), we are offering on a continuous basis up to $1,000,000,000 in shares of our limited liability company interests, consisting of up to $800,000,000 of shares in the Primary Offering and up to $200,000,000 of shares pursuant to the Distribution Reinvestment Plan. SC Distributors, LLC is the dealer manager for the Offering. The company’s initial offering pursuant to a Registration Statement on Form S-1 (File No. 333-178786-01) terminated on February 7,2017.
After the finalization of the December 31, 2016 net asset value, the current offering price of the Class A shares is $10.224 per share, the current offering price of the Class C shares is $9.526 per share, the current offering price of the Class I shares is $9.391 per share, the current offering price of the Class P-A shares is $9.704 per share and the current offering price of the Class P-I shares is $8.758 per share.
As of December 31, 2016, through initial purchases of shares, participation in the distribution reinvestment program and repurchase requests by an affiliate of the advisor of 98,786 shares, our advisor and its affiliate as of December 31, 2016 owned 23,469 and 93,191 shares, respectively. As of December 31, 2015, our advisor and its affiliate owned 21,959 and 185,721 shares, respectively.
As of December 31, 2016, we had received subscriptions for and issued 15,223,577 of our shares (including shares issued under the DRP) for gross proceeds of $149,746,470 (before dealer-manager fees of $2,416,177 and selling commissions of $8,713,815 for net proceeds of $138,616,478). As of December 31, 2015, we had received subscriptions for and issued 6,736,967 of our shares (including shares issued under the DRP) for gross proceeds of $66,390,924 (before dealer manager fees of $1,083,268 and selling commissions of $4,100,814 for net proceeds of $61,206,842).
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Current Competition in the Alternative Energy - Solar Marketplace
The solar financing market as a whole started as a cottage industry where developers would bring together high net worth investors to fund single solar and wind transactions. While successful in jump starting the industry, true capital formation is a relatively new phenomenon and is not as well developed as in other asset classes. Currently in the alternative energy – solar marketplace, there are several sources of capital:
| · | Developer/Owner Operators. The major competition we face in the market for the assets we target comes from privately backed developer/owner operators. The capital from these organizations has generally been sourced from a combination of family offices/private equity funds and hedge funds. These organizations are generally set up as developers, with investment return expectations in the 20-30% range. However, to facilitate the most favorable exit for the sponsors, the developer/owner operators seek to accumulate a significant portfolio of operating assets to provide a base level of stable and predictable earnings for the enterprise. Through a combination of developer profits and leverage they are able to generate satisfactory ongoing returns with the bulk of the upside being generated for the sponsors through the exit. We are of the opinion this group of buyers will ultimately be capital constrained particularly in circumstances where equity markets experience a downturn. | |
| · | Single Purpose Limited Partnerships. These entities are typically funded by high net worth individuals or family offices and are generally focused on a small number of deals as they have a limited amount of capital to invest. | |
| · | Utilities. Institutional investors (including large life insurance companies), pension funds and infrastructure funds. This sector dominates investment in the larger projects (i.e. $100,000,000 or greater). Because scale is always an important consideration for larger institutions we tend not to encounter this group in the markets we target. | |
| · | Yieldcos. Following the filing of company’s Registration Statement with the SEC, several U.S. companies registered and listed public vehicles designed to generate steady tax deferred distributions to investors through the ownership and operation of traditional and renewable energy generation assets. There are currently six large vehicles, known as “yieldcos” listed on various stock exchanges around the United States as well as several other very small public companies. The yieldco strategy provides an opportunity for large Independent Power Producers to source cost effective capital to fund the ownership of contracted generation assets thus freeing up their own capital for other higher returning activities elsewhere in their businesses. Initially the yieldco strategy proved very effective and delivered the independent power producers sponsoring such vehicles a cost of capital very much in line with our own. |
In management’s view, the company has been competitive in bidding for solar assets against all of these sources of capital and maintains a significant pipeline of deals which can be consummated as offering proceeds are raised.
Opportunities in Solar Power Today
We believe that the greatest opportunity exists within the Small Utility Scale segment of the market where the company can buy assets with similar attributes to the Large Utility Scale projects (Investment Grade off-taker, same equipment and warrantees, same O&M etc.) but where returns are higher. In our view, there is a significant opportunity to aggregate portfolios of high quality Small Utility Scale projects working with experienced developers looking for a reliable and sustainable source of capital to increase the certainty of them closing transactions. As a result, we have been focusing on building relationships with respected developers with a view to acquiring pipelines of projects rather than one-off deals. By working closely with developers to efficiently close their transactions, we are seeking to create a sustainable competitive advantage which will lead to recurring and consistent deal flow. Recently, we have been working with developers of residential rooftop solar assets as we believe a significant opportunity exists to securitize residential solar assets once significant scale is achieved resulting in increased value and return. Importantly our strategy is differentiated from the developer/owner operators mentioned above because we do not ever seek to compete with the developers but rather to work in lock-step with them so that they can achieve sustainable development profits and we have access to pipelines of transactions, which align with our current investment strategy and focus.
Factors Impacting Our Operating Results
The results of our operations are affected by a number of factors and will primarily depend on, among other things, the supply of renewable energy assets in the marketplace, the revenues we receive from renewable energy 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 are impacted by interest rates and the cost of financing provided by other financial market participants. Many of the factors that affect our operating results are beyond our control.
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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. Lastly, other than management fees, the majority of our expenses are of a fixed nature so expenses as a percentage of net assets are reduced as the net assets of the company increase.
Credit risk. We 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 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 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 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 may occur which could adversely impact our operating results.
Electricity prices. All of our projects benefit from take-or-pay contracts to sell 100% of the power we generate on the contracted terms. On average the contracts on our existing portfolio have approximately 17 years left prior to being exposed to market prices. The credit standing of the contract counterparty is a particular focus in situations where the contracts have a price escalator as such contracts create an incentive for the counterparty to not continue to perform if the contract pricing deviates materially from the market price. If the contract is with a public or investment grade entity, we have generally been confident that the contract terms will be honored. The only exception might apply in situations where rising electricity prices could create pressure around a political change in a particular state or locale.
Due to the take-or-pay nature of the contracts, management believes that the company is largely insulated from the day to day price volatility of the electricity markets. With that said, it would be imprudent of us not to keep an eye to what is happening across the electricity markets and to stay abreast of developments in the industry as they occur. Over recent years, we have seen a lot of volatility in gas prices and yet that volatility has been slow to translate into movements in the electricity prices. Electricity pricing is a function of a range of factors and the price of gas is just one component. Electricity prices also include a recovery of the cost of the generation plant, the labor to operate it, the cost to transport the fuel to the plant, the cost to wheel the power to the customer, the cost to administer the utility, etc., so gas price volatility is less impactful on the delivered price of electricity than one might expect.
The U.S. Energy Information Agency of the Department of Energy anticipates that electricity prices will rise annually by between 2.5% and 3.0% nationally for the next 20 years (on a nominal basis). Assuming the price at which we sell the power under our contracts is set at a discount to the current electricity price and the escalator (to the extent there is one) is less than 2.5% per annum, we expect the contracted price will remain close to, if not below, the market price of the electricity throughout the entire term of the contract.
Changes in market interest rates. With respect to our current 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.
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Regulatory matters. Regulatory and tax policy at the federal and state levels tends to be forward looking rather than retrospective. As a result, we do not see many regulatory or tax issues impacting any assets we already own or buy during the operation of a particular regulatory or tax regime.
With that said, there may be changes in the future which could impact the returns on future transactions, all of which will be factored into our buying decisions at that time. In the past, we have seen government policy drive a lot of development activity. For example, when the government announces the phasing out of a tax incentive, developers race to get projects to a stage that ensures the project qualifies for the incentive. That kind of activity is generally short lived but can skew the investment supply and demand dynamic.
From the federal perspective, changes in tax and regulatory policy could negatively affect prospective returns. Federal tax incentives are comprised of MACRS depreciation and the ITC. MACRS results in accelerated depreciation of renewable assets over a 5.5-year period but given the wide application of MACRS to other asset classes we believe it is less susceptible to change than the ITC. The ITC is a tax incentive that allows an investor to take up to 30% of the installed cost of a solar system as a federal tax credit. This rule was extended at the end of 2015 with the credit amounts incrementally lowered over the next few years from 30% in 2016 to 10% in 2022 and beyond. With the extension of the ITC indefinitely, the original flurry of activity which was expected by the end of 2016 has abated.
Other kinds of regulatory changes that could negatively impact returns include the introduction of some kind of value added tax either at the federal or state level, changes to property tax regimes, any kind of targeted tax on the income of renewable energy generation assets, etc. None of these possible changes appear likely any time soon but it is impossible to predict the future with any real certainty.
Generally speaking, the policy changes that have occurred over the past decade at the U.S. Environmental Protection Agency and U.S. Department of Energy have been very positive for renewables with stronger emission regulations and other mandates improving the case for renewable energy assets. In addition, the U.S. Energy Information Association forecasts that approximately 65,000 megawatts (“MW”) of older generating capacity will be retired and go offline by 2020 all of which will need to be replaced by new energy sources. Their current prediction is that at least 50% of that replacement will come from new renewable generating capacity (approximately 25% by wind and 25% by solar). While the current U.S. administration has indicated greater support for traditional sources of energy and the potential reduction in support for alternative energy production, management is of the opinion that any changes enacted by the current U.S. administration will not have a material impact on our operations.
The regulatory market for electric power is highly fragmented with each state having significant influence over the functioning of their respective electricity markets. The states are the primary regulator for the utilities and therefore you see widely divergent policies at the state level. Some states, for example, allow utilities to be vertically integrated producers of power as well as operators of the grid while others have separated those functions entirely. We believe that this diversity is a benefit for our program as the states have been highly adept at advancing programs designed to benefit renewable energy with or without federal government support. There are currently 29 states that have developed a renewable portfolio standard. As a result, we see state regulatory issues as a shifting mosaic of opportunities where some markets will present opportunities while others become less attractive on a prospective basis.
Critical Accounting Policies and Use of Estimates
The following discussion addresses the accounting policies utilized based on our current operations. Our most critical accounting policies involve decisions and assessments that 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 consolidated financial statements are based are reasonable at the time made and based upon information available to us at that time. Our critical accounting policies and accounting estimates may be expanded over time as we continue to implement our business and operating strategy. The material accounting policies and estimates that are 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 (“GAAP”) 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 (“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 allows a more appropriate basis of comparison to other entities with similar investment objectives.
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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, have greater than 50% representation on such company’s board of directors or that are limited liability companies for which we are the managing member. “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 consolidated financial statements are prepared in accordance with ASC Topic 946, we do not consolidate companies in which we have Control Investments nor do 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 will not be 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.
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We have adopted ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value in accordance with GAAP 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 separately as 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.
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Calculation of Net Asset Value
We 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 will not be 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. Any application, origination or other fees earned by the company in arranging or issuing debt are amortized over the expected term of the loan.
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 are expensed on the company’s consolidated statements of operations as incurred.
Offering Costs
Offering costs include all costs to be paid by the company in connection with the offering of its shares, including legal, accounting, printing, mailing and filing fees, charges of the company’s escrow holder, transfer agent fees, 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.
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Deferred Sales Commissions
The company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker/dealers in the future in connection with the sale of Class C shares sold with a reduced front-end load sales charge. The costs expected to be incurred at the time of the sale of Class C shares are recorded as a liability on date of sale and are amortized on a straight-line basis over the period beginning on the time of sale and ending on the date which approximates an expected liquidity event for the company. Prior to June 30, 2016, the company did not record a liability at time of the sale for expected deferred sales commissions. As of December 31, 2016, the company has recorded a liability for deferred sales commissions in the amount of $203,357.
Financing Costs
Financing costs related to debt liabilities of the company, GREC or GREC Entity Holdco LLC are presented on the consolidated statements of assets and liabilities as a direct deduction from the carrying amount of that debt liability.
Recently Issued Accounting Pronouncements
In December 2016, the FASB released an ASU that makes technical changes to various sections of the Accounting Standards Codification (“ASC”), including Topic 820, Fair Value Measurement. The changes to Topic 820 are intended to clarify the difference between a valuation approach and a valuation technique. The changes to ASC 820-10-50-2 require a reporting entity to disclose, for Level 2 and Level 3 fair value measurements, a change in either or both a valuation approach and a valuation technique and the reason(s) for the change. The changes to Topic 820 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. At this time, management is evaluating the implications of the ASU and its impact on the financial statements and disclosures has not yet been determined.
In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, the "final rules") intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Company’s financial statements and related disclosures.
On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, or ASU 2016-15. ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses eight classification issues related to the statement of cash flows: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon bonds; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Entities should apply this ASU using a retrospective transition method to each period presented. The company is in the process of evaluating the impact, if any, that ASU 2016-15 will have on the company’s consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01 regarding “Recognition and Measurement of Financial Assets and Financial Liabilities”. The new guidance is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. At this time, management is evaluating the implications of ASU No. 2016-01 and its impact on the financial statements and disclosures has not yet been determined.
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 $700,000,000 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
As of December 31, 2016, the company invested in numerous solar generation facilities included in eight investment portfolios as follows:
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East to West Solar Portfolio
The company owns 19.459 Megawatts of operating solar power facilities located on 13 sites in the states of Colorado, Connecticut, Florida, Hawaii, Indiana and North Carolina (the “East to West Solar Portfolio”). The East to West Solar Portfolio consists of ground and roof mounted solar systems (each, a “System”) 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 kilowatts (“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 power purchase agreement (“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/kWh. The System also sells 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. |
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Separately, the company owns two additional operating solar PV systems, each with approximately 1.0 MW in power generation and together comprising a total of 2.05 MW, located in Gainesville, Florida (the “Gainesville Solar” facilities). Details of Gainesville Solar, which are included in 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 GRU under a 20 year fixed rate PPA at a price of $0.15/kWh. The System was placed in service on November 22, 2013. |
Lastly, the company acquired two operating solar PV systems comprising a total of 7.621 MW (the “NC Tar Heel” facilities) located in North Carolina through an equity investment of approximately $8,400,000 plus working capital.
Details of the NC Tar Heel facilities, which is included in the East to West Solar Portfolio, are as follows:
1. Person County Solar Park 2 (PCIP) – The PCIP System has a generation capacity of 1,250 kW. The System is located in Timberlake, North Carolina and sells power to the utility, Duke Energy (Progress Energy) under a 20-year PPA at a current price of $0.130/kWh which escalates at a rate of 2% per year. The System was placed in service in November 2011.
2. South Robeson – The South Robeson System has a generation capacity of 6,371kW. The System is located in Rowland, North Carolina and sells power to the utility, Duke Energy (Progress Energy), under a 15-year fixed rate PPA at a price of $.083/kWh. The System also sells RECs to Duke Energy (Progress Energy) under a 15-year contract at a price of $0.005/kWh. The System was placed in service in June 2012.
Green Maple Portfolio
During 2014 and 2015, the company committed to construct nine solar power facilities in various locations in the state of Vermont (the “Green Maple Portfolio”). As of June 30, 2016, all of the Green Maple Portfolio facilities were operational and generating power. The company entered into separate loan agreements for seven facilities with the Vermont Economic Development Authority (“VEDA”) for a total loan commitment of approximately $5,183,000, of which approximately $4,867,000 is outstanding as of December 31, 2016.
A brief summary of each project is as follows:
| 1. | Charter Hill Solar – Constructed in Rutland, Vermont, this 1.044MW DC system has a PPA with Green Mountain Power, an investment grade utility, to sell 100% of the power generated over a 25-year period. |
| 2. | Williamstown Solar – Constructed in Williamstown, Vermont, this 732 kW DC system has an SSA in place with a commercial entity to purchase 100% of the energy generated by the system for 20 years. |
| 3. | GLC Chester Solar – Constructed in Chester Township, Vermont, this 732 kW DC system has SSAs in place with various municipal entities to purchase 100% of the energy generated by the system for 20 years. |
| 4. | Pittsford Solar – Constructed in Pittsford Township, Vermont, this 686 kW DC system has SSAs in place with various commercial entities to purchase 100% of the energy generated by the system for 20 years. |
| 5. | Novus Royalton Solar – Constructed in Royalton, Vermont, this 686 kW DC system has SSAs in place with various municipal entities to purchase 100% of the energy generated by the system for 20 years |
| 6. | Proctor GLC Solar LLC – Constructed in Proctor, Vermont, this 708.75 kW DC system has SSAs in place with a municipal entity to purchase 100% of the energy generated by the system for 20 years. |
| 7. | Hartford Solarfield LLC – Constructed in Hartford, Vermont on the town landfill, this 748.44 kW DC system has an SSA in place with a municipal entity to purchase 100% of the energy generated by the system for 20 years. |
| 8. | 46 Precision Drive LLC – Constructed in North Springfield, Vermont, this 748.44 kW DC system has an SSA in place with a municipal entity to purchase 100% of the energy generated by the system for 20 years. |
| 9. | City Garden Solar LLC – Constructed in Rutland, Vermont, this 1.0 MW DC system has a PPA with Green Mountain Power, an investment grade utility, to sell 100% of the power generated over a 25-year period. |
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Magnolia Sun Portfolio
The company owns four solar facilities in Tennessee, with a total generation capacity of 3.0 MW. The four assets which are owned within the Magnolia Sun Portfolio (named “Powerhouse One”), consist of commercial grade, ground mounted solar systems located on leased property within a five-mile radius in Fayetteville, Tennessee. Electricity produced by the portfolio is sold under long term PPAs with two investment grade counterparties; the Tennessee Valley Authority and Fayetteville Public Utilities. The PPAs have an average remaining contract life of approximately 15 years.
On January 19, 2016, the company acquired an additional 721,828 kW of operating solar power facilities located on three sites in the states of California and Massachusetts, for a total purchase price of approximately $250,000 (named “CaMa Solar”). The largest off-taker is Santa Cruz City Schools, rated Aa2, followed by Petaluma City Schools of Sonoma County, rated A2, which are both based in California. The third off-taker is the WGBH Educational Foundation, a non-profit, which has a rating of Aaa on its revenue bonds and is located in Boston, MA.
On March 24, 2016, the company acquired eleven solar facilities in Tennessee, with a total generation capacity of 1.75 MW, for a total purchase price of approximately $3,100,000 (named “SolaVerde”). Included in the Magnolia Sun Portfolio, SolaVerde consists of ground and roof mounted solar systems located on leased property near Fayetteville, Sneedville and Tazewell, Tennessee. Electricity produced by the portfolio is sold under long term PPAs with the Tennessee Valley Authority, an investment grade utility and two North Carolina municipal entities. The PPAs have an average remaining contract life of approximately 15.7 years.
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Canadian Northern Lights Portfolio
The company acquired a portfolio in November 2014, of forty-five (45) rooftop solar photovoltaic systems (the “Canadian Northern Lights Portfolio”). The assets are located within a 60-mile radius of Toronto, Ontario, Canada and comprise approximately 275 kilowatts of generation capacity. In November 2015, the company acquired an additional thirty-five (35) residential, rooftop photovoltaic systems in the province of Ontario, Canada comprising an additional 306.4 kilowatts of generation capacity. As part of both acquisitions, the individual local distribution company and Ontario Power Authority (“OPA”) contracts were transferred from the seller to Canadian Northern Lights Corp, a wholly owned, indirect subsidiary of the company.
There is a standardized lease that is signed with each of the home /building owners that allows the system to be generally operated and maintained during the term of each OPA contract. The lease has been designed to survive the sale of the home/building and there is a non-disturbance provision which will allow the owner of the system, the company, to operate the system for the entirety of the term. The home/building owner receives a modest rental payment for use of the rooftop which is paid annually.
The Canadian Northern Lights Portfolio produces revenue from the sale of electricity measured in kilowatt hours (kWh) to the OPA, the sole off-taker for all 80 solar systems. The price of electricity sold, based upon the rate contained in the OPA contract, is between CAD $0.549 and CAD $0.802 per kWh. On average, the 80 OPA contracts have a remaining life of approximately 16 years unless terminated earlier by either party pursuant to the terms of each contract.
Six States Solar Portfolio
The company currently leases 6.222 MW of operating solar power facilities located on 23 sites in the states of Arizona, California, Colorado, Connecticut and Indiana under a master lease agreement. During the remaining term of the lease, which is approximately 17 years, there is the potential for the company to purchase these assets directly upon agreement and consent of the parties. With over 82% of the contracted revenues from investment grade counterparties, the average remaining life of the PPA is approximately 17.5 years.
The Six States Solar Portfolio (the “SSS Portfolio”) consists of ground and roof mounted solar units located on municipal and commercial properties as follows:
| 1. | Newington Public Schools - Newington Public Schools (“Newington”) is the off-taker for the Town of Newington project, which comprises approximately 2.5% of revenue in the SSS Portfolio. Located in Newington, Connecticut, Newington encompasses seven schools, which are accredited by the New England Association of Schools & Colleges. The off-taker serves approximately 4,200 students from kindergarten through 12th grade. |
| 2. | Northwestern Regional School District #7 - Northwestern Regional School District (“Northwestern”) is the off-taker for the Regional School District #7 project, which comprises approximately 7.4% of revenue in the SSS Portfolio. Located in Winsted, Connecticut, Northwestern is a comprehensive public Middle School-High School. The off-taker serves the total Regional Community with emphasis on middle school and high school students. |
| 3. | City of Winters - The City of Winters (“Winters”) is the off-taker for the City of Winters project, which comprises approximately 8.4% of revenue in the SSS Portfolio. Located in Winters, California, the city is part of the Sacramento-Arden-Arcade-Yuba City, California-Nevada region. |
| 4. | Denver Public Schools - Denver Public Schools (“DPS”) is the off-taker for the 13 Denver Public Schools projects, which comprises approximately 15.5% of revenue in the SSS Portfolio, with 4.0% coming from PPA revenue and 11.6% from RECs with Xcel Energy. Located in Denver, Colorado, DPS encompasses 185 schools serving 90,150 students. Both DPS and Xcel Energy maintain investment grade credit ratings. |
| 5. | Adams State College - Adams State College (“Adams”) is the off-taker for the Adams State College project, which comprises approximately 5.3% of revenue in the SSS Portfolio, with 1.5% coming from PPA revenue and 3.9% from RECs with Xcel Energy. Located in Alamosa, Colorado, Adams is a state-supported liberal arts university established in 1921. Both Adams and Xcel Energy maintain investment grade credit ratings. |
| 6. | Sacramento County Water Agency - Sacramento County Water Agency (“SCWA”) is the off-taker for the Sacramento County Waste Authority project, which comprises approximately10.6% of revenue in the SSS Portfolio, with 9.5% coming from PPA revenue and 1.1% coming from performance-based incentives with Sacramento Municipality Utility District (“SMUD”). Located in Sacramento, California, SCWA commits to providing safe and reliable drinking water to over 55,000 homes and businesses. SCWA was established in 1952 with the passage of the Sacramento County Water Agency Act. Both SCWA and SMUD maintain investment grade credit ratings. |
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| 7. | Tanque Verde School District - Tanque Verde School District (“TVSD”) is the off-taker for the four Tanque Verde School District projects, which comprise approximately 21.9% of revenue in the SSS Portfolio, with 8.4% coming from PPA revenue and 13.5% coming from RECs with Tuscan Electric Power. Located in Tucson, Arizona, TVSD encompasses four schools. Both TVSD and Tuscan Electric Power maintain investment grade credit ratings. |
| 8. | Northern Indiana Public Service Company - Northern Indiana Public Service Company (“NIPSCO”) is the off-taker for the three NIPSCO projects, which comprise approximately 17.0% of revenue in the SSS Portfolio. The projects are located in Goshen, Milford, and Topeka, Indiana. NIPSCO is Indiana’s largest natural gas distributor and second-largest distributor of electricity serving more than one million customers. The off-taker maintains an investment grade credit rating. |
| 9. | South Adams County Water and Sanitation District - The South Adams County Water and Sanitation District (“South Adams”) is the off-taker for the South Adams project, which comprises approximately 4.1% of revenue in the SSS Portfolio with 1.5% coming from the PPA and 3.9% coming from RECs sold to Xcel Energy. Located in Commerce City, Colorado, South Adams was formed in 1953 under the State of Colorado Special District provisions to serve Commerce City. South Adams is the largest combined Water and Sanitation District in the state of Colorado serving nearly 50,000 customers. The off-taker maintains an investment grade credit rating. |
Sunny Mountain Portfolio
On August 28, 2014, the company acquired a portfolio of 22 commercial and residential rooftop and ground mounted solar systems comprising approximately 809 kW of generation capacity for a purchase price of $880,000 plus closing costs. The company sold one of the locations in June 2016 for $40,000.
Greenbacker Residential Solar Portfolio
On August 8, 2016 the company purchased a controlling interest in a 12.1 MW portfolio of 1,611 residential rooftop solar systems from a subsidiary of OneRoof Energy Inc. for approximately $19,800,000. The systems are located across seven states including California, Connecticut, Hawaii, Maryland, Massachusetts, New Jersey and New York. All of the energy generated by the systems has been sold under twenty-year power purchase agreements to the various residential customers who on average have a FICO Score Rating of Very Good.
With the inclusion of owned and leased assets, the company operates approximately 51.855 MW of operating solar power facilities throughout the United States as of December 31, 2016.
Greenbacker Wind Portfolio
The company owns two wind farms, comprising a total of 35.0 MW of operating wind power facilities, in Teton County, Montana (the “Fairfield Wind Portfolio” and the “Greenfield Wind Portfolio”)). Both projects sell power directly to the local public utility, NorthWestern Energy, an investment grade rated utility.
The Fairfield Wind Portfolio, which uses four 1.7 MW and two 1.6 MW General Electric wind turbines to generate 10.0 MW, has a 20-year fixed-rate PPA, with pricing based on a $0.05444/kWh off peak rate and a $0.09087/kWh on peak rate for the contract period. The system has historically performed in line with production estimates. With the original in-service date being May 1, 2014, there is approximately 17.5 years remaining on the current PPA. The Fairfield Wind Portfolio also has a contract to sell renewable energy credits to NorthWestern Energy priced at $0.0069/kWh and escalating at 2.5% with a $0.0099/kWh cap.
The Greenfield Wind Portfolio totals 25,000 kW using thirteen GE 2.3 -107 MW 1.7 MW wind turbines. The Project has a 25-year fixed-rate PPA with NorthWestern Energy, which includes the sale of 100% of the environmental credits, with no escalation for the contract period.
GREC Energy Efficiency Portfolio
The company maintains three capital leases with AEC-LEDF, LLC related to the ownership of energy efficient lighting fixtures in three commercial locations in Puerto Rico, United States. The combined value of capital leases as of December 31, 2016 is approximately $525,897. The lease period under each of the master lease agreements correspond with underlying equipment service agreements between LED Funding LLC, the seller of the equipment to GREC Energy Efficiency Portfolio, and the owners of the commercial locations. The equipment service agreement terms range from seven to ten years. At the end of each of the lease terms, ownership of the fixtures is retained by the owners of the commercial locations.
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Renew AEC One, LLC
In September 2015, the company entered into a secured loan agreement with Renew AEC One, LLC to fund the installation and purchase of energy efficiency lighting in a warehouse in Pennsylvania. The loan, which is valued at approximately $771,000 as of December 31, 2016, bears an interest rate of 10.25% per annum. The principal is amortized over ten years ending in February 2025.
LED Funding LLC and Renew AEC One LLC (the “AEC Companies”) are considered related parties as the members of these entities own an indirect, non-controlling ownership interest in the company’s advisor. The loans and capital leases outstanding between the AEC Companies and the company were negotiated at an arm’s length and contain standard terms and conditions that would be included in third party lending agreements including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of December 31, 2016, all loans and capital leases were considered current per their terms.
Investment Summary
The following table presents the purchases of new or existing investments for the years ended December 31, 2016 and December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014:
For the year 2016 | For the year 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Alternative Energy - Solar | ||||||||||||
| Canadian Northern Lights Portfolio | $ | — | $ | 535,000 | $ | 1,068,136 | ||||||
| Sunny Mountain Portfolio | — | — | 920,000 | |||||||||
| East to West Solar Portfolio | 3,656,875 | 19,765,000 | — | |||||||||
| Green Maple Portfolio | 3,395,000 | 8,800,000 | 700,000 | |||||||||
| Magnolia Sun Portfolio | 3,225,000 | 7,550,000 | — | |||||||||
| Greenbacker Residential Solar Portfolio | 19,850,000 | — | — | |||||||||
| Six States Solar Portfolio | — | 2,300,000 | — | |||||||||
| Alternative Energy - Wind | ||||||||||||
| Greenbacker Wind LLC Portfolio | 35,527,428 | 6,750,000 | — | |||||||||
| Energy Efficiency Secured Loans | ||||||||||||
| GREC Energy Efficiency LLC Portfolio | — | 797,734 | — | |||||||||
| LED Funding – Universidad Project | — | 97,787 | — | |||||||||
| Renew AEC One, LLC | — | 1,085,508 | — | |||||||||
| Secured Loans - Other | ||||||||||||
| Greenfield Secured Turbine Loan (*) | 26,335,478 | — | — | |||||||||
| Total | $ | 91,989,781 | $ | 47,681,029 | $ | 2,688,136 | ||||||
(*) This Loan was repaid as part of the purchase of Greenfield Wind LLC, an investment held in the Greenbacker Wind LLC portfolio.
The composition of the company’s investments as of December 31, 2016, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | ||||||||||||
| Sunny Mountain Portfolio | $ | 884,578 | $ | 1,175,952 | 1.0 | % | ||||||
| East to West Solar Portfolio | 23,256,875 | 21,943,079 | 19.0 | |||||||||
| Green Maple Portfolio | 12,895,000 | 11,447,775 | 9.9 | |||||||||
| Magnolia Sun Portfolio | 10,775,000 | 10,445,788 | 9.1 | |||||||||
| Canadian Northern Lights Portfolio | 1,603,136 | 1,815,169 | 1.6 | |||||||||
| Six States Solar Portfolio | 2,300,000 | 2,846,174 | 2.5 | |||||||||
| Greenbacker Residential Solar Portfolio | 19,850,000 | 20,487,901 | 17.8 | |||||||||
| Alternative Energy - Wind | ||||||||||||
| Greenbacker Wind Portfolio | 42,277,428 | 43,643,215 | 37.9 | |||||||||
| Energy Efficiency | ||||||||||||
| GREC Energy Efficiency Portfolio | 511,362 | 546,677 | 0.5 | |||||||||
| Renew AEC One, LLC | 771,371 | 771,371 | 0.7 | |||||||||
| Total | $ | 115,124,750 | $ | 115,123,101 | 100.0 | % | ||||||
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The composition of the company’s investments as of December 31, 2015, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | ||||||||||||
| Sunny Mountain Portfolio | $ | 920,000 | $ | 1,329,803 | 2.6 | % | ||||||
| Canadian Northern Lights Portfolio | 1,603,136 | 1,562,967 | 3.0 | |||||||||
| East to West Solar Portfolio | 19,765,000 | 20,005,027 | 38.9 | |||||||||
| Green Maple Portfolio | 9,500,000 | 9,577,290 | 18.6 | |||||||||
| Magnolia Sun Portfolio | 7,550,000 | 7,542,723 | 14.7 | |||||||||
| Six States Solar Portfolio | 2,300,000 | 2,685,597 | 5.2 | |||||||||
| Alternative Energy - Wind | ||||||||||||
| Greenbacker Wind Portfolio | 6,750,000 | 7,093,750 | 13.8 | |||||||||
| Energy Efficiency | ||||||||||||
| GREC Energy Efficiency Portfolio | 451,705 | 474,114 | 0.9 | |||||||||
| LED Funding – Universidad Project | 97,787 | 97,787 | 0.2 | |||||||||
| Renew AEC One, LLC | 1,085,508 | 1,085,508 | 2.1 | |||||||||
| Total | $ | 50,023,136 | $ | 51,454,566 | 100.0 | % | ||||||
The composition of the company’s investments as of December 31, 2016 by industry, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | $ | 71,564,589 | $ | 70,161,838 | 60.9 | % | ||||||
| Alternative Energy - Wind | 42,277,428 | 43,643,215 | 37.9 | |||||||||
| Energy Efficiency - Lighting Replacement | 1,282,733 | 1,318,048 | 1.2 | |||||||||
| Total | $ | 115,124,750 | $ | 115,123,101 | 100.0 | % | ||||||
The composition of the company’s investments as of December 31, 2015 by industry, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | $ | 41,638,136 | $ | 42,703,407 | 83.0 | % | ||||||
| Alternative Energy - Wind | 6,750,000 | 7,093,750 | 13.8 | |||||||||
| Energy Efficiency - Lighting Replacement | 1,635,000 | 1,657,409 | 3.2 | |||||||||
| Total | $ | 50,023,136 | $ | 51,454,566 | 100.0 | % | ||||||
Results of Operations
A discussion of the results of operations for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 are as follows:
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Revenues. As the majority of our assets consist of equity investments in renewable energy projects, the majority of our revenue is 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 is interest income earned on our debt investments, including loans to developers and loans made directly or indirectly to renewable energy projects.
Dividend income for the years ended December 31, 2016 and 2015 totaled $6,267,442 and $1,845,000 respectively, while interest income earned on our cash, cash equivalents and secured loans (including the amortization of origination and other fees) amounted to $1,968,583 and $9,122, respectively. Dividend income for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 totaled $37,121 while interest income earned from our cash and cash equivalent investments amounted to $1,170.
The increase in dividend income from the year ended December 31, 2015 to the year ended December 31, 2016 was primarily attributable to the acquisition of renewable energy projects throughout 2016 along with the inclusion of a full year of dividends from investments made in 2015. As new projects were purchased by the company, the volume of overall electricity generated by our project investments increased which increased net income available for distribution to the company. The increase in dividend income from the period from Commencement of Operations (April 25, 2014) through December 31, 2014 to the year ended December 31, 2015 was primarily attributable to the acquisition of renewable energy projects throughout 2015 along with the inclusion of a full year of dividends from investments made in 2014. As new projects were purchased by the Company, the volume of overall electricity generated by our project investments increased, which increased net income available for distribution to the Company.
The increase in interest income from the prior year ended December 31, 2015 was primarily attributable to the Turbine Supply Loan acquired in the second quarter of 2016 and repaid in conjunction with the acquisition of the Greenfield Wind Portfolio in the fourth quarter of 2016. In addition, significantly greater amounts of cash and cash equivalents held by the company throughout the year contributed to the increase from the prior year.
Expenses. For the years ended December 31, 2016 and 2015, the company incurred $3,849,530 and $1,625,780 in operating expenses, respectively, including the management fees earned by the advisor. The company and the advisor entered into an expense reimbursement agreement on January 30, 2014 whereby the advisor agreed to reimburse the company for certain operating expenses above rate limits to maintain the company's operating expenses at a specified level (as defined within the agreement). Once the company's expenses are determined to be below that limit, the company is obligated to repay the advisor for all previous expenses reimbursed by the advisor, until the advisor is fully reimbursed. From January 1, 2015 through December 31, 2016, 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. Since average annual expenses (as defined in the expense reimbursement agreement) were less than 5% for the years ended December 31, 2016 and 2015, the company recorded $636,926 and $11,794, respectively, as reimbursement to the advisor for repayment of assumed past operating expenses. With the reimbursements occurring during the years ended December 31, 2016 and 2015, the advisor had been reimbursed for all previously assumed operating expenses. Total expenses, net of expense waiver and reimbursement, for the years ended December 31, 2016 and 2015 were $4,486,456 and $1,637,574, respectively.
For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the company incurred $681,354 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) of $222,734 upon Commencement of Operations. The advisor assumed responsibility for all of the company’s operating expenses under the expense reimbursement agreement above the Maximum Rate (defined below), which amounted to $648,720 for the period from Commencement of Operations (April 25, 2014) through December 31, 2014.
For the years ended December 31, 2016 and 2015, the advisor earned $2,018,434 and $571,271, respectively, in management fees. While there was an incentive allocation of $916 earned to date by the advisor, the consolidated financial statements reflect a $285,673 decrease in incentive allocation for the year ended December 31, 2016 based primarily upon unrealized depreciation on investments and a $276,412 incentive allocation for the year ended December 31, 2015, based primarily upon unrealized appreciation on investments. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the advisor earned $64,282, in management fees of which $21,228 were waived. While there were no incentive allocations earned during the period from Commencement of Operations (April 25, 2014) through December 31, 2014 by the advisor, the consolidated financial statements reflect a $9,846 incentive allocation expense based upon net unrealized gains as of December 31, 2014.
For the year ended December 31, 2016, Greenbacker Administration, LLC invoiced the company $203,381, for expenses, at cost, for services related to asset management and accounting services related to the company’s investments. For the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, Greenbacker Administration, LLC did not invoice the Company for any expenses.
Lastly, for the years ended December 31, 2016 and 2015, the company incurred an increase in deferred tax benefit from operations in the amounts of $1,142,738 and $522,985, respectively, which was offset by franchise tax expense on various solar facilities of $121,940 and $0, respectively. The deferred tax benefit is mainly derived from net operating losses incurred and investment tax credit carryforwards related to the company’s investments which, unlike financial statement purposes under GAAP, are consolidated for tax purposes offset by unrealized tax basis gains on the company’s investments. Thus, for the years ended December 31, 2016 and 2015, the net investment income was $4,770,367 and $739,533, respectively, or $0.43 and $0.22, respectively, per share. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, net investment loss was $195,849 or $0.38 per share.
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Going forward, we expect our primary expenses to be the payment of asset management fees under our advisory agreement with the advisor. We will bear other expenses, which are expected to include, among other things:
| · | 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 incurred to finance our investments; |
| · | transfer agent and custodial fees; |
| · | fees and expenses associated with marketing efforts; |
| · | federal and state registration fees; |
| · | 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, telephone and staff; |
| · | 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 and Translation of Assets and Liabilities Denominated in Foreign Currencies. Net realized and unrealized gains and losses from our investments and net realized and unrealized foreign currency gains and losses on translation of assets and liabilities denominated in foreign currencies are reported separately 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.
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We recognized $4,578 and nil realized gain, respectively, for the years ended December 31, 2016 and 2015. The gain in 2016 related to the sale of a small solar asset in the quarter ended September 30, 2016. A net change of $(1,433,078) and $1,382,065 of unrealized appreciation (depreciation), respectively, was recorded for years ended December 31, 2016 and 2015, of which $(1,473,781) and $1,578,967 of unrealized appreciation (depreciation) related to the change in value of investments and $40,703 of unrealized appreciation and $196,902 of unrealized depreciation, respectively, related to change in value based upon changes in foreign currency exchange rates. While the net change in unrealized appreciation (depreciation) on investments is primarily attributable to the acquisition of investments where the fair value of the investment was in excess of the cost to acquire the investment purchased for the year end December 31, 2015, the net change in unrealized appreciation (depreciation) for the year end December 31, 2016 was primarily related to a decrease in the value of investments due to the average remaining life of the investments reduced by one year and a refinement of electricity rates assumed after the expiration of current PPAs.
While we recognized no realized gains or losses on investments for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, a net change in unrealized appreciation (depreciation) of $49,365 was recorded during the period of which $81,012 related to change in value of investments and ($31,647) related to change in value based upon changes in foreign currency exchange rates.
Changes in Net Assets from Operations. For the years ended December 31, 2016 and 2015, we recorded a net increase in net assets resulting from operations of $7,728,523 and $2,248,613, respectively. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, we recorded a net decrease in net assets resulting from operations of $146,620.
Changes in Net Assets, Net Asset Value and Offering Prices. For the years ended December 31, 2016 and we recorded a net increase in net assets of $7,728,523 and 2,248,613 respectively. The increase in net assets primarily relates to our net investment income earned during the year and the positive effect of our deferred tax benefit due to a significant loss for tax purposes at GREC, mainly generated by accelerated depreciation on our solar and wind investments. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 we recorded a net decrease in net assets resulting from operations of $146,620.
Based on the net asset value for each quarter ended since Commencement of Operations, the offering price of our shares was adjusted to ensure that the net proceeds per share are no more or less than the then current net asset value per share. The offering prices since inception, and the dates they were effective, are as follows:
| Period | Class | |||||||||||||||||||||
| From | To | A | C | I | P-A | P-I | ||||||||||||||||
| 25-Apr-14 | 4-Nov-15 | $ | 10.000 | $ | 9.576 | $ | 9.186 | NA | NA | |||||||||||||
| 5-Nov-15 | 4-Feb-16 | $ | 10.024 | $ | 9.599 | $ | 9.208 | NA | NA | |||||||||||||
| 5-Feb-16 | 5-May-16 | $ | 10.048 | $ | 9.621 | $ | 9.230 | NA | NA | |||||||||||||
| 6-May-16 | 3-Aug-16 | $ | 10.068 | $ | 9.640 | $ | 9.248 | $ | 9.589 | $ | 8.808 | |||||||||||
| 4-Aug-16 | 6-Nov-16 | $ | 10.227 | $ | 9.791 | $ | 9.394 | $ | 9.739 | $ | 8.946 | |||||||||||
| 7-Nov-16 | 7-Feb-17 | $ | 10.282 | $ | 9.581 | $ | 9.445 | $ | 9.782 | $ | 8.828 | |||||||||||
| As of 8-Feb-17 | $ | 10.224 | $ | 9.526 | $ | 9.391 | $ | 9.704 | $ | 8.758 | ||||||||||||
Liquidity and Capital Resources
As of December 31, 2016 and 2015, the company had $13,055,090 and $5,889,030 in cash and cash equivalents, respectively. We use our 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 generally consist of:
| • | the net proceeds from the offering of shares; |
| • | dividends, fees, and interest earned from our portfolio of investments; |
| • | 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 current and future financing sources. |
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Operating entities of the company, which are accounted for as investments using fair value in the company’s consolidated financial statements under ASC 820, had approximately $11,494,000 and $10,239,000 in outstanding notes payable collateralized by certain solar assets and membership interests in limited liability companies included in the East to West Solar and Green Maple portfolios as of December 31, 2016 and 2015, respectively. The company and GREC provided an unsecured guarantee on the repayment of these loans.
As of December 31, 2016, Williamstown Old Town Road LLC, Novus Royalton LLC, GLC Chester Community Solar LLC Charter Hill Solar LLC., Pittsford GLC Solar LLC, Hartford Solarfield, LLC and Proctor GLC Solar LLC, all indirect, wholly owned subsidiaries included in the Green Maple Portfolio, individually entered into loan agreements with the VEDA. As of December 31, 2016, the outstanding balance of the VEDA loans amounted to approximately $4,867,000. The terms of all these loans include 1) a term of one hundred and forty-seven (147) months with principal repayments commencing in the fourth month; and 2) interest thereon at a variable rate, tied to VEDAs prime rate, which was 2.2% as of December 31, 2016. While the individual subsidiaries of Green Maple LLC have pledged all their assets as collateral, Green Maple LLC, GREC and the company have individually provided an unsecured guaranty on these loans.
As part of the acquisition of Fairfield Wind Manager LLC (“FWM LLC”) by Greenbacker Wind LLC, an indirect, wholly owned subsidiary of the company, the company is indirectly responsible for $11,907,000 in outstanding notes payable collateralized by wind assets held by Fairfield Wind Owner, LLC (“FWO LLC”), an entity which FWM LLC owns 50.01%. The loan earns interest at a variable base rate plus the applicable margin (3.0% as of December 31, 2016), as such terms are defined in the financing agreement.
Since the company maintains operating control over this entity, we have included the total amount of the debt outstanding in the below table summarizing notes payable associated with the company’s operating subsidiaries.
On July 11, 2016, the company, through a newly formed, indirect, wholly owned subsidiary, GREC Entity HoldCo LLC (the “Borrower”), entered into a Credit Agreement by and among the Borrower, the lenders party thereto and Fifth Third Bank, as administrative agent, as well as swap counterparty. The new credit facility consists of an initial term loan of $4,300,000 (the “Facility 1 Term Loan”) as well as a revolving credit facility in the aggregate principal amount of up to $33,250,000 (the “Revolver") that will convert to an additional term loan facility, based upon the amount outstanding on the conversion date, in July 2017 (the “Facility 2 Term Loan”) (collectively, the “Credit Facility”). During the year ending December 31, 2016, the maximum draw down on this Revolver was $10,000,000 which was repaid in full prior to year end. Both the Facility 1 Term Loan and the Facility 2 Term Loan mature in July 2021.
The company used the net proceeds of borrowings under the Facility 1 Term Loan to repay amounts outstanding under a previously existing project loan. The net proceeds of borrowings under the Revolver will be used for investment in additional alternative energy power generation assets and other general corporate purposes. Loans made under the Credit Facility bear interest at 3.5% in excess of one-month LIBOR. Commitment fees on the average daily unused portion of the Revolver are payable at a rate per annum of 0.25%.
Interest on the Credit Facility is payable on the last day of each month starting as of August 31, 2016. Principal on the Facility 1 Term Loan is payable at a fixed amount of $23,889 on the last day of each month based upon a fifteen-year amortization. The Revolver is interest only for the first twelve months. Thereafter, the Revolver converts to the Facility 2 Term Loan whereby principal will be due monthly with amortization based upon the weighted average power purchase agreement life remaining on the date of conversion. Borrowings under the credit facility are secured by the assets, cash, agreements and equity interests in the Borrower and its subsidiaries. The company and its wholly owned subsidiary, Greenbacker Renewable Energy Corporation, are guarantors of the Borrower's obligations under the Credit Facility.
If an event of default shall occur and be continuing under the Credit Facility, the commitments under the Credit Facility may be terminated and the principal amount outstanding under the Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The weighted average interest rate on all notes payable outstanding at the company’s operating entities was 5.13% and 5.42% as of December 31, 2016 and 2015, respectively.
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The following table summarizes the notes payable balances of the company’s operating entities as of December 31, 2016, in addition to committed but undrawn funds on notes payable:
| Interest Rates | ||||||||||||||
| Range | Weighted Average | Maturity Dates | December 31, 2016 | |||||||||||
| Fixed rate notes payable | 6.25 | % | 6.25 | % | 02/10/2018 - 03/31/2021 | $ | 6,627,000 | |||||||
| Floating rate notes payable | 2.25% - 5.86 | % | 4.77 | % | 06/02/2021- 03/29/2028 | 20,955,000 | ||||||||
| $ | 27,582,000 | |||||||||||||
On January 25, 2017, the company repaid approximately $4,351,000 in principal on the fixed rate notes payable, reducing the unsecured guarantee to approximately $2,276,000.
The following table summarizes the notes payable balances of the company’s operating entities as of December 31, 2015, in addition to committed but undrawn funds on notes payable:
| Interest Rates | ||||||||||||||
| Range | Weighted Average | Maturity Dates | December 31, 2015 | |||||||||||
| Fixed rate notes payable | 5.50% - 6.25 | % | 6.01 | % | 02/10/2018 - 03/31/2021 | $ | 10,239,000 | |||||||
| Floating rate notes payable | 2% – 5.86 | % | 5.03 | % | 06/02/2021- 03/29/2028 | 16,880,000 | ||||||||
| $ | 27,119,000 | |||||||||||||
The principal payments due on the notes payable for each of the next five years ending December 31 and thereafter, including amounts expected to be drawn down on existing commitments, are as follows:
| Year ending December 31: | Principal Payments | |||
| 2016 | $ | 1,669,000 | ||
| 2017 | 2,822,000 | |||
| 2018 | 1,688,000 | |||
| 2019 | 1,753,000 | |||
| 2020 | 7,802,000 | |||
| Thereafter | 11,848,000 | |||
| $ | 27,582,000 |
In the future, we expect that our ongoing 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 5 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), then 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.
Hedging Activities
We may seek to stabilize our financing costs as well as any potential decline in our investments by entering into derivatives (including swaps) or other financial products in an attempt to hedge our interest rate risk. In connection with the FWO LLC note payable, FWO LLC entered into two interest rate swap agreements in notional amounts of $9,175,561 and $11,906,777, respectively, to swap the floating rate interest payments under the note payable agreement for corresponding fixed payments. The swap agreements have an effective interest rate of 2.86% and 5.075%, respectively, and an outstanding total notional balance that matches the principal of the loan agreement. The value of the swap agreements as of December 31, 2016 was a total liability in the amount of $1,737,298. FWO LLC did not designate the derivative as a hedge for accounting purposes and, accordingly, accounts for the interest rate swap at fair value, with adjustments to fair value recorded as interest expense.
In regard to the Credit Facility, we have entered in an interest rate swap agreement, effective July 29, 2016, with a total notional amount of $4,300,000 to swap the floating rate interest payments on the Facility 1 Term Loan for a corresponding fixed payment. The fixed swap rate is 1.11% with an all-in rate of 4.61% on the Facility 1 Term Loan.
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In regard to our investment in the Canadian Northern Lights Portfolio, with 80 solar assets located in and around Toronto, Ontario, Canada, we have foreign currency risk related to our revenue and operating expenses which are denominated in the Canadian Dollars as opposed to the U.S. Dollars. While we are currently of the opinion that the currency fluctuation between the Canadian and U.S. 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 is registered as an investment adviser under 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 successive one-year periods if approved annually by a majority of our independent directors. The advisory agreement was most recently re-approved in February 2017, for the one-year period commencing April 25, 2017.
Pursuant to the advisory agreement, GCM is authorized to retain one or more sub-advisors 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 sub-advisor to ensure that material information discussed by management of any sub-advisor is communicated to our board of directors, as appropriate. If GCM retains any sub-advisor, our advisor will pay such sub-advisor a portion of the fees that it receives from us. We will not pay any additional fees to a sub-advisor. While our advisor will oversee the performance of any sub-advisor, our advisor will remain primarily liable to us to perform all of its duties under the advisory agreement, including those delegated to any sub-advisor. As of December 31, 2016, no sub-advisors have been retained by GCM.
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, serves as our Administrator. As of December 31, 2016, Greenbacker Administration LLC delegated certain of its administrative functions to U.S. Bancorp Fund Services, LLC. Greenbacker Administration LLC may enter into similar arrangements with other third party administrators, including with respect to fund accounting and administrative services. Greenbacker Administration LLC performs certain asset management, compliance and oversight services, as well as asset accounting and administrative services, for many of the company’s investments. The fee for these services, which is billed at cost, is invoiced monthly in arrears.
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 of its 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, GREC and the company have provided an unsecured guaranty on approximately $6,627,000 of term loans as of December 31, 2016. On January 25, 2017, the company repaid approximately $4,351,000 in principal on these term loans, reducing the unsecured guarantee to approximately $2,276,000.
Pursuant to various loan agreements between operating subsidiaries of the Green Maple portfolio and VEDA, Green Maple 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 2027. In addition, Green Maple LLC, GREC and the company have provided an unsecured guaranty on the outstanding principal of term loans, which is approximately $4,867,000 as of December 31, 2016.
Borrowings under the Credit Facility are secured by the assets, cash, agreements and equity interests in the GREC Entity Holdco LLC and its subsidiaries. The company and GREC are guarantors of GREC Entity Holdco LLC’s obligations under the Credit Facility. The amount of the unsecured guaranty on the outstanding principal of the Credit Facility is approximately $4,300,000 as of December 31, 2016.
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Renewable Energy Credits: For certain solar power systems in the Green Maple Portfolio and the Greenbacker Residential Solar Portfolio, the company has received incentives in the form of RECs. Green Maple LLC has entered into multiple five year binding contractual arrangements whereby Green Maple LLC agreed to sell a fixed amount of RECs at a fixed price over the term of the agreement. REC revenue will be recognized by Green Maple LLC at the time it has transferred a REC pursuant to an executed contract relating to the sale of the RECs to a third party. If production does not occur on the systems for which we have sale contracts for our RECs, we may have to purchase RECs on the spot market or pay specified contractual damages. Based upon current projections of electricity production, we do not expect a requirement to purchase RECs to fulfill our current REC sales contracts. Currently, RECs earned by the Greenbacker Residential Portfolio are sold on the “spot” market and revenue is recorded in the accounts of the underlying investment when received.
Recording of a sale of RECs under GAAP is accounted for under Accounting Standards Codification Topic 605, Revenue Recognition. There are no differences in the process and related revenue recognition between REC sales to utilities and non-utility customers. Revenue is recorded in our wholly owned, single member LLCs when all revenue recognition criteria are met, including that: there is persuasive evidence that an arrangement exists (typically through a contract), services rendered through the production of electricity, pricing is fixed and determinable under the contract and collectability is reasonably assured. The accounting policy adopted by our wholly owned, single member LLC related to RECs is that the revenue recognition criteria are met when the energy is produced and a REC is generated and transferred to a third party.
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 are lower than the cash distributions with respect to Class A, I, P-A and P-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.
The company is building its asset base by purchasing individual operating assets or portfolios of operating assets as gross offering proceeds are raised and cash becomes available. Cash distributions paid during the periods presented were funded from the following sources noted below:
| For the year ended December 31, 2016 | For the year ended December 31, 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Cash from operations | $ | 3,180,297 | $ | 216,548 | $ | — | ||||||
| Offering proceeds | — | 654,246 | 32,440 | |||||||||
| Total cash distributions | $ | 3,180,297 | $ | 870,794 | $ | 32,440 | ||||||
The company expects to continue to fund distributions from a combination of cash from operations as well as offering proceeds until a minimum of $150 million in net assets is reached as well as being fully invested in operating assets. We expect distributions to continue at the current level once we achieve this minimum and we do not anticipate significant changes in the level of distributions in future periods.
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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 7A. 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 for members 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.
76
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
77
KPMG LLP
345 Park Avenue
New York, NY 10154-0102
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders Greenbacker Renewable Energy Company LLC:
We have audited the accompanying consolidated statements of assets and liabilities of Greenbacker Renewable Energy Company LLC and Subsidiary (the Company), including the consolidated schedules of investments, as of December 31, 2016 and 2015, the consolidated statements of changes in net assets for each of the years in the three-year period ended December 31, 2016, and the related consolidated statements of operations and cash flows for each of the years in the two-year period ended December 31, 2016, and for the period from commencement of operations (April 25, 2014) through December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Greenbacker Renewable Energy Company LLC and Subsidiary as of December 31, 2016 and 2015, the changes in net assets for each of the years in the three-year period ended December 31, 2016, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2016, and for the period of commencement of operations (April 25, 2014) through December 31, 2014, in conformity with U.S. generally accepted accounting principles.
March 8, 2017
KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.
F-1
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
| December 31, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| Investments, at fair value (cost of $115,124,750 and $50,023,136, respectively) | $ | 115,123,101 | $ | 51,454,566 | ||||
| Cash and cash equivalents | 13,055,090 | 5,889,030 | ||||||
| Shareholder receivable | 521,954 | 190,725 | ||||||
| Due from advisor, net | - | 26,636 | ||||||
| Deferred tax assets, net of allowance | 6,179,394 | 650,000 | ||||||
| Other assets | 155,741 | 77,518 | ||||||
| Total assets | $ | 135,035,280 | $ | 58,288,475 | ||||
| LIABILITIES | ||||||||
| Term note payable, net of financing costs | $ | 3,270,399 | $ | - | ||||
| Management fee payable | 232,856 | 91,863 | ||||||
| Accounts payable and accrued expenses | 423,639 | 327,799 | ||||||
| Shareholder distributions payable | 403,983 | 156,985 | ||||||
| Directors fees payable | - | 23,750 | ||||||
| Due to advisor | 99,782 | - | ||||||
| Due to dealer manager | 36,694 | - | ||||||
| Payable for repurchases of common stock | 945,770 | - | ||||||
| Deferred sales commission payable | 203,357 | - | ||||||
| Total liabilities | $ | 5,616,480 | $ | 600,397 | ||||
| Commitments and contingencies (See Note 2, Note 5 and Note 9) | ||||||||
| 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; 14,921,922 and 6,721,967 shares issued and outstanding, respectively | 14,922 | 6,722 | ||||||
| Paid-in capital in excess of par value | 128,425,800 | 57,713,925 | ||||||
| Accumulated deficit | (3,538,523 | ) | (1,591,014 | ) | ||||
| Accumulated net realized gain on investments | 4,578 | - | ||||||
| Accumulated unrealized appreciation (depreciation) on investments and foreign currency translation, net of deferred taxes | 4,511,437 | 1,272,186 | ||||||
| Total common stockholders’ equity | 129,418,214 | 57,401,819 | ||||||
| Special unitholder’s equity | 586 | 286,259 | ||||||
| Total members’ equity (net assets) | 129,418,800 | 57,688,078 | ||||||
| Total liabilities and equity (net assets) | $ | 135,035,280 | $ | 58,288,475 | ||||
| Net assets, Class A (shares outstanding of 10,878,502 and 5,420,728, respectively) | $ | 94,541,760 | $ | 46,289,968 | ||||
| Net assets, Class C (shares outstanding of 1,041,836 and 248,456, respectively) | 8,796,002 | 2,121,675 | ||||||
| Net assets, Class I (shares outstanding of 2,754,491 and 1,052,783, respectively) | 23,938,449 | 8,990,176 | ||||||
| Net assets, Class P-A (shares outstanding of 47,774 and nil, respectively) | 414,145 | - | ||||||
| Net assets, Class P-I (shares outstanding of 199,319 and nil, respectively) | 1,727,858 | - | ||||||
| Total common stockholders’ equity | $ | 129,418,214 | $ | 57,401,819 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-2
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the year ended December 31, 2016 | For the year ended December 31, 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Investment income: | ||||||||||||
| Dividend income | $ | 6,267,442 | $ | 1,845,000 | $ | 37,121 | ||||||
| Interest income | 1,968,583 | 9,122 | 1,170 | |||||||||
| Total investment income | $ | 8,236,025 | $ | 1,854,122 | $ | 38,291 | ||||||
| Operating expenses: | ||||||||||||
| Management fee expense | 2,018,434 | 571,271 | 64,282 | |||||||||
| Audit and tax expenses | 546,564 | 235,147 | 209,229 | |||||||||
| Interest and financing expenses | 294,996 | - | - | |||||||||
| General and administration expenses | 417,247 | 210,539 | 99,885 | |||||||||
| Legal expenses | 271,820 | 130,395 | - | |||||||||
| Directors fees and expenses | 99,317 | 94,750 | 71,250 | |||||||||
| Insurance expense | 73,717 | 78,628 | 55,883 | |||||||||
| Organizational expenses | 35,188 | 238,542 | 66,750 | |||||||||
| Other expenses | 92,247 | 66,508 | 114,075 | |||||||||
| Operating expenses before expense waiver and reimbursement | 3,849,530 | 1,625,780 | 681,354 | |||||||||
| Pre-operating expenses | - | - | 222,734 | |||||||||
| Waiver of management fees | - | - | (21,228 | ) | ||||||||
| Expense reimbursement to (from) advisor | 636,926 | 11,794 | (648,720 | ) | ||||||||
| Total expenses, net of expense waiver and reimbursement | 4,486,456 | 1,637,574 | 234,140 | |||||||||
| Net investment income (loss) before taxes | 3,749,569 | 216,548 | (195,849 | ) | ||||||||
| Deferred tax benefit | 1,142,738 | 522,985 | - | |||||||||
| Franchise tax expense | (121,940 | ) | - | - | ||||||||
| Net investment income (loss) | 4,770,367 | 739,533 | (195,849 | ) | ||||||||
| Net change in realized and unrealized gain (loss) on investments, foreign currency translation and deferred tax assets: | ||||||||||||
| Net realized loss on foreign currency transactions | - | - | (136 | ) | ||||||||
| Net realized gain on investments | 4,578 | - | - | |||||||||
| Net change in unrealized appreciation (depreciation) on investments | (1,473,781 | ) | 1,578,967 | 81,012 | ||||||||
| Net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies | 40,703 | (196,902 | ) | (31,647 | ) | |||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | 4,386,656 | 127,015 | - | |||||||||
| Net increase (decrease) in net assets resulting from operations | 7,728,523 | 2,248,613 | (146,620 | ) | ||||||||
| Net increase (decrease) in net assets attributed to special unitholder | 285,673 | (276,412 | ) | (9,846 | ) | |||||||
| Net increase (decrease) in net assets attributed to common stockholders | $ | 8,014,196 | $ | 1,972,201 | $ | (156,466 | ) | |||||
| Common stock per share information —basic and diluted: | ||||||||||||
| Net investment income (loss) | $ | 0.43 | $ | 0.22 | $ | (0.38 | ) | |||||
| Net increase (decrease) in net assets attributed to common stockholders | $ | 0.73 | $ | 0.59 | $ | (0.30 | ) | |||||
| Weighted average common shares outstanding | 11,043,156 | 3,335,719 | 513,052 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 2016, 2015 and 2014
| Common Stockholders | ||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Paid-in
capital in excess of par value |
Accumulated
deficit |
Accumulated
net realized gain on investments |
Accumulated
unrealized appreciation on investments and foreign currency translation, net of deferred taxes |
Common stockholders' equity |
Special
unitholder |
Total members'
equity (net assets) |
||||||||||||||||||||||||||||
| Balances at December 31, 2013 | 20,200 | $ | 20 | $ | 201,980 | $ | - | $ | - | $ | - | $ | 202,000 | $ | - | $ | 202,000 | |||||||||||||||||||
| Proceeds from issuance of common stock, net | 1,207,262 | 1,207 | 11,253,051 | - | - | - | 11,254,258 | - | 11,254,258 | |||||||||||||||||||||||||||
| Issuance of common stock under distribution reinvestment plan | 8,983 | 9 | 81,059 | - | - | - | 81,068 | - | 81,068 | |||||||||||||||||||||||||||
| Offering costs | - | - | (732,630 | ) | - | - | - | (732,630 | ) | - | (732,630 | ) | ||||||||||||||||||||||||
| Redemption of common stock | (100 | ) | - | (1,000 | ) | - | - | - | (1,000 | ) | - | (1,000 | ) | |||||||||||||||||||||||
| Shareholder distributions | - | - | - | (144,421 | ) | - | - | (144,421 | ) | - | (144,421 | ) | ||||||||||||||||||||||||
| Net investment loss and realized loss on foreign currency translation | - | - | - | (195,985 | ) | - | - | (195,985 | ) | - | (195,985 | ) | ||||||||||||||||||||||||
| Net unrealized appreciation on investments | - | - | - | - | - | 71,166 | 71,166 | 9,846 | 81,012 | |||||||||||||||||||||||||||
| Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies | - | - | - | - | - | (31,647 | ) | (31,647 | ) | - | (31,647 | ) | ||||||||||||||||||||||||
| Balances at December 31, 2014 | 1,236,345 | $ | 1,236 | $ | 10,802,460 | $ | (340,406 | ) | $ | - | $ | 39,519 | $ | 10,502,809 | $ | 9,846 | $ | 10,512,655 | ||||||||||||||||||
| Proceeds from issuance of common stock, net | 5,390,648 | 5,391 | 48,671,850 | - | - | - | 48,677,241 | - | 48,677,241 | |||||||||||||||||||||||||||
| Issuance of common stock under distribution reinvestment plan | 109,974 | 110 | 993,164 | - | - | - | 993,274 | - | 993,274 | |||||||||||||||||||||||||||
| Repurchases of common stock | (15,000 | ) | (15 | ) | (135,360 | ) | - | - | - | (135,375 | ) | - | (135,375 | ) | ||||||||||||||||||||||
| Offering costs | - | - | (2,618,189 | ) | - | - | - | (2,618,189 | ) | - | (2,618,189 | ) | ||||||||||||||||||||||||
| Shareholder distributions | - | - | - | (1,990,141 | ) | - | - | (1,990,141 | ) | - | (1,990,141 | ) | ||||||||||||||||||||||||
| Net investment income | - | - | - | 739,533 | - | - | 739,533 | - | 739,533 | |||||||||||||||||||||||||||
| Net unrealized appreciation on investments | - | - | - | - | - | 1,302,554 | 1,302,554 | 276,413 | 1,578,967 | |||||||||||||||||||||||||||
| Net change in unrealized depreciation on translation of assets and liabilities denominated in foreign currencies | - | - | - | - | - | (196,902 | ) | (196,902 | ) | - | (196,902 | ) | ||||||||||||||||||||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | - | - | - | - | - | 127,015 | 127,015 | - | 127,015 | |||||||||||||||||||||||||||
| Balances at December 31, 2015 | 6,721,967 | $ | 6,722 | $ | 57,713,925 | $ | (1,591,014 | ) | $ | - | $ | 1,272,186 | $ | 57,401,819 | $ | 286,259 | $ | 57,688,078 | ||||||||||||||||||
F-4
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended December 31, 2016, 2015 and 2014
| Common Stockholders | ||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Paid-in
capital in excess of par value |
Accumulated
deficit |
Accumulated
net realized gain on investments |
Accumulated
unrealized appreciation on investments and foreign currency translation, net of deferred taxes |
Common stockholders' equity |
Special
unitholder |
Total members'
equity (net assets) |
||||||||||||||||||||||||||||
| Balances at December 31, 2015 | 6,721,967 | $ | 6,722 | $ | 57,713,925 | $ | (1,591,014 | ) | $ | - | $ | 1,272,186 | $ | 57,401,819 | $ | 286,259 | $ | 57,688,078 | ||||||||||||||||||
| Proceeds from issuance of common stock, net | 8,127,146 | 8,127 | 73,883,345 | - | - | - | 73,891,472 | - | 73,891,472 | |||||||||||||||||||||||||||
| Issuance of common stock under distribution reinvestment plan | 359,464 | 359 | 3,290,227 | - | - | - | 3,290,586 | - | 3,290,586 | |||||||||||||||||||||||||||
| Repurchases of common stock | (286,655 | ) | (286 | ) | (2,637,515 | ) | - | - | - | (2,637,801 | ) | - | (2,637,801 | ) | ||||||||||||||||||||||
| Offering costs | - | - | (3,824,182 | ) | - | - | - | (3,824,182 | ) | - | (3,824,182 | ) | ||||||||||||||||||||||||
| Shareholder distributions | - | - | - | (6,717,876 | ) | - | - | (6,717,876 | ) | - | (6,717,876 | ) | ||||||||||||||||||||||||
| Net investment income | - | - | - | 4,770,367 | - | - | 4,770,367 | - | 4,770,367 | |||||||||||||||||||||||||||
| Net realized gain on investments | - | - | - | - | 4,578 | - | 4,578 | - | 4,578 | |||||||||||||||||||||||||||
| Net unrealized depreciation on investments | - | - | - | - | - | (1,188,108 | ) | (1,188,108 | ) | (285,673 | ) | (1,473,781 | ) | |||||||||||||||||||||||
| Net change in unrealized appreciation on translation of assets and liabilities denominated in foreign currencies | - | - | - | - | - | 40,703 | 40,703 | - | 40,703 | |||||||||||||||||||||||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | - | - | - | - | - | 4,386,656 | 4,386,656 | - | 4,386,656 | |||||||||||||||||||||||||||
| Balances at December 31, 2016 | 14,921,922 | $ | 14,922 | $ | 128,425,800 | $ | (3,538,523 | ) | $ | 4,578 | $ | 4,511,437 | $ | 129,418,214 | $ | 586 | $ | 129,418,800 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the year ended December 31, 2016 | For the year ended December 31, 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Operating activities: | ||||||||||||
| Net increase (decrease) in net assets from operations | $ | 7,728,523 | $ | 2,248,613 | $ | (146,620 | ) | |||||
| Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities: | ||||||||||||
| Paid-in-kind interest income | - | (13,403 | ) | - | ||||||||
| Amortization of deferred financing costs | 95,339 | - | - | |||||||||
| Purchase of investments | (65,451,172 | ) | (47,321,597 | ) | (2,688,136 | ) | ||||||
| Proceeds from principal payments and sales of investments | 354,137 | - | - | |||||||||
| Net realized gain on investments | (4,578 | ) | - | - | ||||||||
| Net realized loss on foreign currency transaction | - | - | 136 | |||||||||
| Net change in unrealized (appreciation) depreciation on investments | 1,473,781 | (1,578,967 | ) | (81,012 | ) | |||||||
| Net change in unrealized (appreciation) depreciation on translation of assets and liabilities denominated in foreign currencies | (40,703 | ) | 196,902 | 31,647 | ||||||||
| (Increase) decrease in other assets: | ||||||||||||
| Due from advisor, net | 26,636 | (56,755 | ) | (49,291 | ) | |||||||
| Deferred tax assets, net of allowance | (5,529,394 | ) | (650,000 | ) | - | |||||||
| Other assets | (78,223 | ) | (76,332 | ) | (1,186 | ) | ||||||
| Increase (decrease) in other liabilities: | ||||||||||||
| Management fee payable | 140,993 | 76,749 | 15,114 | |||||||||
| Accounts payable and accrued expenses | 95,840 | 114,001 | 213,661 | |||||||||
| Directors fees payable | (23,750 | ) | - | 23,750 | ||||||||
| Net cash used in operating activities | (61,212,571 | ) | (47,060,789 | ) | (2,681,937 | ) | ||||||
| Financing activities: | ||||||||||||
| Borrowings on Credit facility and term note | 14,300,000 | - | - | |||||||||
| Paydowns on Credit facility and term note | (10,119,442 | ) | - | - | ||||||||
| Payments of financing costs | (1,005,494 | ) | - | - | ||||||||
| Proceeds from issuance of shares of common stock, net | 73,763,600 | 48,927,708 | 10,813,068 | |||||||||
| Distributions paid | (3,180,297 | ) | (870,794 | ) | (32,440 | ) | ||||||
| Offering costs | (3,824,182 | ) | (2,618,189 | ) | (732,630 | ) | ||||||
| Repurchases of common stock | (1,692,030 | ) | (135,375 | ) | (1,000 | ) | ||||||
| Due to advisor re: Offering costs, net | 99,782 | 79,408 | - | |||||||||
| Due to dealer manager re: Offering costs | 36,694 | - | - | |||||||||
| Net cash provided by financing activities | 68,378,631 | 45,382,758 | 10,046,998 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 7,166,060 | (1,678,031 | ) | 7,365,061 | ||||||||
| Cash and cash equivalents, beginning of period | 5,889,030 | 7,567,061 | 202,000 | |||||||||
| Cash and cash equivalents, end of period | $ | 13,055,090 | $ | 5,889,030 | $ | 7,567,061 | ||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Shareholder distribution payable | $ | 403,983 | $ | 156,985 | $ | 56,820 | ||||||
| Shareholder distributions reinvested in common stock | $ | 3,290,586 | $ | 993,274 | $ | 81,068 | ||||||
| Payable for repurchases of common stock | $ | 945,770 | $ | - | $ | - | ||||||
| Cash interest paid during the period | $ | 288,758 | $ | - | $ | - | ||||||
| Non cash financial activities | ||||||||||||
| Capital contribution from advisor receivable | $ | - | $ | - | $ | 193,000 | ||||||
| Shareholder receivable from sale of common stock | $ | 521,954 | $ | 190,725 | $ | 274,098 | ||||||
| Purchase of investments | $ | 26,335,478 | $ | 359,432 | $ | - | ||||||
| Repayments of investments | $ | 26,335,478 | $ | 359,432 | $ | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2016
| Investments | Industry | Interest | Maturity | Maximum
Commitment | 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 | $ | 884,578 | $ | 1,175,952 | 0.9 | % | ||||||||||||||||||||
| East to West Solar Portfolio | Alternative Energy - Solar | 100% Ownership | 23,256,875 | 21,943,079 | 17.0 | % | ||||||||||||||||||||||
| Green Maple Portfolio | Alternative Energy - Solar | 100% Ownership | 12,895,000 | 11,447,775 | 8.8 | % | ||||||||||||||||||||||
| Magnolia Sun Portfolio | Alternative Energy - Solar | 100% Ownership | 10,775,000 | 10,445,788 | 8.2 | % | ||||||||||||||||||||||
| Six States Solar Portfolio | Alternative Energy - Solar | 100% Ownership | 2,300,000 | 2,846,174 | 2.2 | % | ||||||||||||||||||||||
| Greenbacker Residential Solar Portfolio | Alternative Energy - Solar | Managing Member, majority equity owner | 19,850,000 | 20,487,901 | 15.8 | % | ||||||||||||||||||||||
| Greenbacker Wind Portfolio | Alternative Energy - Wind | 100% Ownership | 42,277,428 | 43,643,215 | 33.7 | % | ||||||||||||||||||||||
| GREC Energy Efficiency Portfolio | Energy Efficiency - Lighting Replacement | 100% Ownership | 511,362 | 546,677 | 0.4 | % | ||||||||||||||||||||||
| Total Limited Liability Company Member Interests - Not readily marketable: 87.0% | $ | 112,750,243 | $ | 112,536,561 | 87.0 | % | ||||||||||||||||||||||
| Energy Efficiency Secured Loans - Not readily marketable | ||||||||||||||||||||||||||||
| Renew AEC One, LLC | Energy Efficiency - Lighting Replacement | 10.25 | %(b) | 2/24/2025 | $ | 1,100,000 | $771,371 | $ | 771,371 | $ | 771,371 | 0.6 | % | |||||||||||||||
| Total Energy Efficiency Secured Loans - Not readily marketable: 0.6% | $ | 771,371 | $ | 771,371 | 0.6 | % | ||||||||||||||||||||||
| Total United States Investments: 87.6% | $ | 113,521,614 | $ | 113,307,932 | 87.6 | % | ||||||||||||||||||||||
| Canada: | ||||||||||||||||||||||||||||
| Capital Stock - Not readily marketable | ||||||||||||||||||||||||||||
| Canadian Northern Lights Portfolio | Alternative Energy - Solar | 100% Ownership | $ | 1,603,136 | $ | 1,815,169 | 1.4 | % | ||||||||||||||||||||
| Total Canadian Investments: 1.4% | $ | 1,603,136 | $ | 1,815,169 | 1.4 | % | ||||||||||||||||||||||
| INVESTMENTS: 89.0% | $ | 115,124,750 | $ | 115,123,101 | 89.0 | % | ||||||||||||||||||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES: 11.0% | 14,295,699 | 11.0 | % | |||||||||||||||||||||||||
| TOTAL NET ASSETS: 100.0% | $ | 129,418,800 | 100.0 | % | ||||||||||||||||||||||||
| (a) | Percentages are based on net assets of $129,418,800 as of December 31, 2016. |
| (b) | Per the loan agreement, interest commenced on January 24, 2016. |
The accompanying notes are an integral part of these consolidated financial statements.
F-7
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2015
| Investments | Industry | Interest | Fees (c) | Maturity | Maximum
Commitment | 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 | $ | 1,329,803 | 2.3 | % | ||||||||||||||||||||||||
| East to West Solar Portfolio | Alternative Energy - Solar | 100% Ownership | 19,765,000 | 20,005,027 | 34.7 | % | ||||||||||||||||||||||||||
| Green Maple Portfolio | Alternative Energy - Solar | 100% Ownership | 9,500,000 | 9,577,290 | 16.6 | % | ||||||||||||||||||||||||||
| Magnolia Sun Portfolio | Alternative Energy - Solar | 100% Ownership | 7,550,000 | 7,542,723 | 13.1 | % | ||||||||||||||||||||||||||
| Six States Solar Portfolio | Alternative Energy - Solar | 100% Ownership | 2,300,000 | 2,685,597 | 4.7 | % | ||||||||||||||||||||||||||
| Greenbacker Wind Portfolio | Alternative Energy - Wind | 100% Ownership | 6,750,000 | 7,093,750 | 12.3 | % | ||||||||||||||||||||||||||
| GREC Energy Efficiency Portfolio | Energy Efficiency - Lighting Replacement | 100% Ownership | 451,705 | 474,114 | 0.7 | % | ||||||||||||||||||||||||||
| Total Limited Liability Company Member Interests - Not readily marketable: 84.4% | $ | 47,236,705 | $ | 48,708,304 | 84.4 | % | ||||||||||||||||||||||||||
| Energy Efficiency Secured Loans - Not readily marketable | ||||||||||||||||||||||||||||||||
| LED Funding – Universidad Project | Energy Efficiency - Lighting Replacement | 10.00 | % | 2.00 | % | 12/31/2015 | $ | 185,000 | $97,787 | $ | 97,787 | $ | 97,787 | 0.2 | % | |||||||||||||||||
| Renew AEC One, LLC | Energy Efficiency - Lighting Replacement | 10.25 | %(b) | 0.00 | % | 2/24/2025 | $ | 1,100,000 | $1,085,508 | 1,085,508 | 1,085,508 | 1.9 | % | |||||||||||||||||||
| Total Energy Efficiency Secured Loans - Not readily marketable: 2.1% | $ | 1,183,295 | $ | 1,183,295 | 2.1 | % | ||||||||||||||||||||||||||
| Total United States Investments:86.5% | $ | 48,420,000 | $ | 49,891,599 | 86.5 | % | ||||||||||||||||||||||||||
| Canada: | ||||||||||||||||||||||||||||||||
| Capital Stock - Not readily marketable | ||||||||||||||||||||||||||||||||
| Canadian Northern Lights Portfolio | Alternative Energy - Solar | 100% Ownership | $ | 1,603,136 | $ | 1,562,967 | 2.7 | % | ||||||||||||||||||||||||
| Total Canadian Investments: 2.7% | $ | 1,603,136 | $ | 1,562,967 | 2.7 | % | ||||||||||||||||||||||||||
| INVESTMENTS: 89.2% | $ | 50,023,136 | $ | 51,454,566 | 89.2 | % | ||||||||||||||||||||||||||
| OTHER ASSETS IN EXCESS OF LIABILITIES: 10.8% | 6,233,512 | 10.8 | % | |||||||||||||||||||||||||||||
| TOTAL NET ASSETS: 100.0% | $ | 57,688,078 | 100.0 | % | ||||||||||||||||||||||||||||
| (a) | Percentages are based on net assets of $57,688,078 as of December 31, 2015. |
| (b) | Interest commences the earlier of the Operational Date or January 24, 2016. |
| (c) | Commitment fees payable on maturity of the loan. |
The accompanying notes are an integral part of these consolidated financial statements.
F-8
GREENBACKER RENEWABLE ENERGY COMPANY LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2016
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.
Pursuant to an initial Registration Statement on Form S-1 (File No. 333-178786-01), the company offered 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 (“DRP”), through SC Distributors, LLC, the dealer manager. The offering pursuant to that initial Registration Statement terminated on February 7, 2017. Pursuant to a Registration Statement on Form S-1 (File No. 333-211571), the company is offering on a continuous basis up to $1,000,000,000 in shares of limited liability company interests, or the shares, including up to $200,000,000 of shares pursuant to the distribution reinvestment plan (“DRP”), 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, C and I shares in any combination with a dollar value up to the maximum offering amount. In addition, the company is privately offering two classes of shares, Class P-A and P-I shares. 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 DRP pursuant to which a shareholder owning publicly offered share classes 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 any share class and between its public offering, private offering and the DRP.
Each quarter, 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. The company’s shares are 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 DRP 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 gross revenue and income, reduce our flexibility to implement the company’s business plans, and could adversely affect our ability to make distributions.
The company has initially focused on solar energy and wind energy projects as well as energy efficiency projects. The company believes 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. Thus, the company expects 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. 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. Unlike solar energy projects, maximum wind power energy generally occurs in the winter months as the occurrence of wind is usually greater than in the summer months. Over time, the company expects to broaden its strategy to include other types of renewable energy projects and energy efficiency projects and businesses, which may include 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 the company deems an opportunity attractive, other energy and sustainability related assets and businesses.
F-9
As of December 31, 2016, the company has made solar, wind and energy efficiency investments in nine portfolios, eight domiciled in the United States and one in Canada, as well as one energy efficiency secured loan in the United States (See Note 3). As of December 31, 2015, the company had made solar and wind investments in seven portfolios, six domiciled in the United States and one in Canada, as well as certain energy efficiency secured loans and leases in the United States.
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 the consolidation or equity method of accounting to its investments. The company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its non-investment liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.
The financial information associated with the December 31, 2016, 2015 and 2014 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.
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 December 31, 2016 and 2015.
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 change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies in the consolidated statements of operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
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 GAAP and expands disclosures about fair value. The company recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transaction costs that may be incurred upon disposition of the investments.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.
F-10
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 market 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 market 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 assumptions 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, merger and acquisition 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.
F-11
The following information sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets attributed to common stockholders per share for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014:
| For the year ended December 31, 2016 |
For the year ended | For the period from | ||||||||||
| Basic and diluted | ||||||||||||
| Net increase (decrease) in net assets attributed to common stockholders | $ | 8,014,196 | $ | 1,972,201 | $ | (156,466 | ) | |||||
| Weighted average common shares outstanding | 11,043,156 | 3,335,719 | 513,052 | |||||||||
| Net increase (decrease) in net assets attributed to common stockholders per share | $ | 0.73 | $ | 0.59 | $ | (0.30 | ) | |||||
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. Any application, origination or other fees earned by the company in arranging or issuing debt are amortized over the expected term of the loan.
Loans are placed on non-accrual status when principal and interest are 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. Dividends received from the company’s private investments, which generally reflect net cash flow from operations, are declared and paid on a quarterly basis at a minimum.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments
Realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset, 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 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 the company’s other publicly offered share classes because of the distribution fee associated with the Class C shares, which is allocated specifically to Class C net assets. Amounts distributed to each class are allocated amongst the holders of the shares in such class in proportion to their shares. Distributions declared by our board of directors are recognized as distribution liabilities on the ex-dividend date.
F-12
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 and/or dealer manager 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 of its shares pursuant to now terminated Registration Statement on Form S-1 (File No. 333-178786-01), the current Registration Statement on Form S-1 (File No. 333-211571) and a private placement memorandum, including legal, accounting, printing, mailing and filing fees, charges of the company’s escrow holder, transfer agent fees, 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 for the public offering shall be reasonable and shall in no event exceed an amount equal to 15% of the gross proceeds of this offering and the DRP, the company is targeting no more than 4.0% of the gross proceeds for O&O costs other than sales commissions and dealer manager fees. The company is obligated to reimburse our advisor for O&O costs that it incurs 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. Total O&O costs related to the terminated Registration Statement amounted to approximately $ 7,500,000 or 4.8% of gross offering proceeds.
The costs incurred by our advisor and/or dealer manager are recognized as a liability of the company to the extent that the company is obligated to reimburse our advisor and/or dealer manager, subject to the 15% of gross offering proceeds limitation described above. When recognized by the company, organizational costs are expensed and offering costs, excluding selling commissions and dealer manager fees, are recognized as a reduction of the proceeds from the offering.
The following table provides information in regard to the status of O&O costs (in 000’s) as of December 31, 2016 and 2015:
| December 31, 2016 | December 31, 2015 | |||||||
| Total O&O Costs Incurred by the Advisor and Dealer Manager | $ | 7,498 | $ | 5,913 | ||||
| Amounts previously reimbursed to the Advisor/Dealer Manager by the company | 7,362 | 3,577 | ||||||
| Amounts payable to Advisor/Dealer Manager by the company | 136 | 79 | ||||||
| Amounts of the contingent liability subject to payment by the company only upon adequate gross offering proceeds being raised | — | 2,257 | ||||||
Financing Costs
Financing costs related to debt liabilities incurred by the company, GREC or any wholly-owned holding company formed specifically to be a credit agreement counterparty are presented on the consolidated statements of assets and liabilities as a direct deduction from the carrying amount of that debt liability. Financing costs are deferred and amortized using the straight line method over the life of the debt liability.
Capital Gains Incentive Allocation and Distribution
Pursuant to the terms of the LLC’s amended and restated limited liability company 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 consolidated statements of assets and liabilities 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 December 31, 2016 and 2015, a capital gains incentive distribution allocation in the amounts of $586 and $286,259, respectively, was recorded based primarily upon appreciation on investments.
F-13
Deferred Sales Commissions
The company defers certain costs, principally sales commissions and related compensation, which are paid to the dealer manager and may be reallowed to financial advisors and broker/dealers in the future in connection with the sale of Class C shares sold with a reduced front-end load sales charge. The costs expected to be incurred at the time of the sale of Class C shares are recorded as a liability on the date of sale and are amortized on a straight-line basis over the period beginning at the time of sale and ending on the date which approximates an expected liquidity event for the company. Prior to June 30, 2016, the company did not record a liability at time of the sale for expected deferred sales commissions. As of December 31, 2016, the company has recorded a liability for deferred sales commissions in the amount of $203,357.
Reclassifications
Certain prior year amounts have been reclassified to conform with current year presentation.
Derivative Instruments
The company may utilize interest rate swaps to modify interest rate characteristics of certain liabilities to manage its exposure to interest rate fluctuations. Changes in the fair value of the interest rate swaps during the period are recognized in the accompanying consolidated statements of operations where the company, GREC or any wholly-owned holding company formed specifically to be a credit agreement counterparty is the counterparty and in the change in fair value of investments if a subsidiary of the company is the counterparty.
While we are currently of the opinion that the currency fluctuation between the Canadian and U.S. 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.
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 consolidated financial statements for unrealized appreciation and depreciation will result in a difference between the consolidated financial statements and the cost basis of the assets for tax purposes. These differences will be recognized as deferred tax assets and liabilities. Generally, the entities that hold the company’s investments will be included in the consolidated tax return of GREC and the differences between the amounts recognized for financial statement purposes and the tax return will be recognized as additional deferred tax assets and liabilities.
The 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.
F-14
The company assessed its tax positions for all open tax years as of December 31, 2016 for all U.S. federal and state tax jurisdictions for the years 2013 through 2016. The results of this assessment are included in the company’s tax provision and deferred tax assets as of December 31, 2016.
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 December 2016, the FASB released an ASU that makes technical changes to various sections of the Accounting Standards Codification (“ASC”), including Topic 820, Fair Value Measurement. The changes to Topic 820 are intended to clarify the difference between a valuation approach and a valuation technique. The changes to ASC 820-10-50-2 require a reporting entity to disclose, for Level 2 and Level 3 fair value measurements, a change in either or both a valuation approach and a valuation technique and the reason(s) for the change. The changes to Topic 820 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. At this time, management is evaluating the implications of the ASU and its impact on the financial statements and disclosures has not yet been determined.
In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, the "final rules") intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Company’s financial statements and related disclosures.
On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows, or ASU 2016-15. ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 addresses eight classification issues related to the statement of cash flows: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon bonds; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Entities should apply this ASU using a retrospective transition method to each period presented. The company is in the process of evaluating the impact, if any, that ASU 2016-15 will have on the company’s consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01 regarding “Recognition and Measurement of Financial Assets and Financial Liabilities”. The new guidance is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information and addresses certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The new standard affects all entities that hold financial assets or owe financial liabilities. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. At this time, management is evaluating the implications of ASU No. 2016-01 and its impact on the financial statements and disclosures has not yet been determined.
Updated Footnote Disclosure
Certain footnote disclosures have been updated to enhance information presented pertaining to the value of shares sold and shares issued through the reinvestment of distributions. The impact of these additional disclosures is not material to the previously issued consolidated financial statements as of and for the years ended December 31, 2015 and 2014.
Note 3. Investments
The composition of the company’s investments as of December 31, 2016, 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: | ||||||||||||
| Sunny Mountain Portfolio | $ | 884,578 | $ | 1,175,952 | 1.0 | % | ||||||
| East to West Solar Portfolio | 23,256,875 | 21,943,079 | 19.0 | |||||||||
| Green Maple Portfolio | 12,895,000 | 11,447,775 | 9.9 | |||||||||
| Magnolia Sun Portfolio | 10,775,000 | 10,445,788 | 9.1 | |||||||||
| Canadian Northern Lights Portfolio | 1,603,136 | 1,815,169 | 1.6 | |||||||||
| Six States Solar Portfolio | 2,300,000 | 2,846,174 | 2.5 | |||||||||
| Greenbacker Residential Solar Portfolio | 19,850,000 | 20,487,901 | 17.8 | |||||||||
| Subtotal | $ | 71,564,589 | $ | 70,161,838 | 60.9 | % | ||||||
| Alternative Energy - Wind: | ||||||||||||
| Greenbacker Wind Portfolio | $ | 42,277,428 | $ | 43,643,215 | 37.9 | % | ||||||
| Subtotal | $ | 42,277,428 | $ | 43,643,215 | 37.9 | % | ||||||
| Energy Efficiency Secured Loans: | ||||||||||||
| GREC Energy Efficiency Portfolio | $ | 511,362 | $ | 546,677 | 0.5 | % | ||||||
| Renew AEC One, LLC | 771,371 | 771,371 | 0.7 | |||||||||
| Subtotal | $ | 1,282,733 | $ | 1,318,048 | 1.2 | % | ||||||
| Total | $ | 115,124,750 | $ | 115,123,101 | 100.0 | % | ||||||
F-15
The composition of the company’s investments as of December 31, 2015, 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: | ||||||||||||
| Sunny Mountain Portfolio | $ | 920,000 | $ | 1,329,803 | 2.6 | % | ||||||
| East to West Solar Portfolio | 19,765,000 | 20,005,027 | 38.9 | |||||||||
| Green Maple Portfolio | 9,500,000 | 9,577,290 | 18.6 | |||||||||
| Magnolia Sun Portfolio | 7,550,000 | 7,542,723 | 14.7 | |||||||||
| Canadian Northern Lights Portfolio | 1,603,136 | 1,562,967 | 3.0 | |||||||||
| Six States Solar Portfolio | 2,300,000 | 2,685,597 | 5.2 | |||||||||
| Subtotal | $ | 41,638,136 | $ | 42,703,407 | 83.0 | % | ||||||
| Alternative Energy - Wind: | ||||||||||||
| Greenbacker Wind Portfolio | $ | 6,750,000 | $ | 7,093,750 | 13.8 | % | ||||||
| Subtotal | $ | 6,750,000 | $ | 7,093,750 | 13.8 | % | ||||||
| Energy Efficiency Secured Loans: | ||||||||||||
| GREC Energy Efficiency Portfolio | $ | 451,705 | $ | 474,114 | 0.9 | % | ||||||
| LED Funding – Universidad Project | 97,787 | 97,787 | 0.2 | |||||||||
| Renew AEC One, LLC | 1,085,508 | 1,085,508 | 2.1 | |||||||||
| Subtotal | $ | 1,635,000 | $ | 1,657,409 | 3.2 | % | ||||||
| Total | $ | 50,023,136 | $ | 51,454,566 | 100.0 | % | ||||||
The counterparty to all the energy efficiency investments held by the company as of December 31, 2016 and December 31, 2015 is a related party (See Note 5).
The composition of the company’s investments as of December 31, 2016 by geographic region, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| United States: | ||||||||||||
| Mountain Region | $ | 46,145,555 | 47,846,814 | 41.5 | % | |||||||
| East Region | 31,340,575 | 30,469,589 | 26.5 | |||||||||
| South Region | 29,929,892 | $ | 28,553,024 | 24.8 | ||||||||
| West Region | 5,170,489 | 5,413,151 | 4.7 | |||||||||
| Mid-West Region | 935,103 | 1,025,354 | 0.9 | |||||||||
| Total United States | $ | 113,521,614 | $ | 113,307,932 | 98.4 | % | ||||||
| Canada: | 1,603,136 | 1,815,169 | 1.6 | |||||||||
| Total | $ | 115,124,750 | $ | 115,123,101 | 100.0 | % | ||||||
The composition of the company’s investments as of December 31, 2015 by geographic region, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| United States: | ||||||||||||
| South Region | $ | 24,919,749 | $ | 25,139,147 | 48.9 | % | ||||||
| Northeast Region | 11,124,945 | 11,268,268 | 21.9 | |||||||||
| Mountain Region | 10,259,953 | 11,133,946 | 21.6 | |||||||||
| West Region | 1,247,582 | 1,396,242 | 2.7 | |||||||||
| Mid-West Region | 867,771 | 953,996 | 1.9 | |||||||||
| Total United States | $ | 48,420,000 | $ | 49,891,599 | 97.0 | % | ||||||
| Canada: | 1,603,136 | 1,562,967 | 3.0 | |||||||||
| Total | $ | 50,023,136 | $ | 51,454,566 | 100.0 | % | ||||||
F-16
The composition of the company’s investments as of December 31, 2016 by industry, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | $ | 71,564,589 | $ | 70,161,838 | 60.9 | % | ||||||
| Alternative Energy - Wind | 42,277,428 | 43,643,215 | 37.9 | |||||||||
| Energy Efficiency - Lighting Replacement | 1,282,733 | 1,318,048 | 1.2 | |||||||||
| Total | $ | 115,124,750 | $ | 115,123,101 | 100.0 | % | ||||||
The composition of the company’s investments as of December 31, 2015 by industry, at cost and fair value, were as follows:
| Investments at Cost | Investments at Fair Value | Fair Value Percentage of Total Portfolio | ||||||||||
| Alternative Energy - Solar | $ | 41,638,136 | $ | 42,703,407 | 83.0 | % | ||||||
| Alternative Energy - Wind | 6,750,000 | 7,093,750 | 13.8 | |||||||||
| Energy Efficiency - Lighting Replacement | 1,635,000 | 1,657,409 | 3.2 | |||||||||
| Total | $ | 50,023,136 | $ | 51,454,566 | 100.0 | % | ||||||
Investments held as of December 31, 2016 and 2015 are considered Control Investments, which are defined as investments in companies in which the company owns 25% or more of the voting securities of such company, have greater than 50% representation on such company’s board of directors, or investments in limited liability companies for which the company serves managing member.
Note 4. Fair Value Measurements - Investments
The following table presents fair value measurements of investments, by major class, as of December 31, 2016, according to the fair value hierarchy:
| Valuation Inputs | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
| Limited Liability Company Member Interests | $ | — | $ | — | $ | 112,536,561 | $ | 112,536,561 | ||||||||
| Capital Stock | — | — | 1,815,169 | 1,815,169 | ||||||||||||
| Energy Efficiency - Secured Loans | — | — | 771,371 | 771,371 | ||||||||||||
| Total | $ | — | $ | — | $ | 115,123,101 | $ | 115,123,101 | ||||||||
The following table presents fair value measurements of investments, by major class, as of December 31, 2015, according to the fair value hierarchy:
| Valuation Inputs | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | |||||||||||||
| Limited Liability Company Member Interests | $ | — | $ | — | $ | 48,708,304 | $ | 48,708,304 | ||||||||
| Capital Stock | — | — | 1,562,967 | 1,562,967 | ||||||||||||
| Energy Efficiency Secured - Loans | — | — | 1,183,295 | 1,183,295 | ||||||||||||
| Total | $ | — | $ | — | $ | 51,454,566 | $ | 51,454,566 | ||||||||
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2016:
| Balance as of December 31, 2015 | Net change in unrealized appreciation (depreciation) on investments | Realized gain | Translation of assets and liabilities denominated in foreign currencies | Purchases and other adjustments to cost (1) | Sales and Repayments of investments (2) | Transfers in | Transfers out | Balance as of December 31, 2016 | ||||||||||||||||||||||||||||
| Limited Liability Company Member Interests | $ | 48,708,304 | $ | (1,685,280 | ) | $ | 4,578 | $ | - | $ | 39,115,694 | $ | (40,000 | ) | $ | 26,433,265 | $ | - | $ | 112,536,561 | ||||||||||||||||
| Capital Stock | 1,562,967 | 211,499 | - | 40,703 | - | - | - | - | 1,815,169 | |||||||||||||||||||||||||||
| Energy Efficiency - Secured Loans | 1,183,295 | - | - | - | - | (314,137 | ) | - | (97,787 | ) | 771,371 | |||||||||||||||||||||||||
| Secured Loans - Other | - | - | - | - | 26,335,478 | - | - | (26,335,478 | ) | - | ||||||||||||||||||||||||||
| Total | $ | 51,454,566 | $ | (1,473,781 | ) | $ | 4,578 | $ | 40,703 | $ | 65,451,172 | $ | (354,137 | ) | $ | 26,433,265 | $ | (26,433,265 | ) | $ | 115,123,101 | |||||||||||||||
| (1) | Includes purchases of new investments, capitalized deal costs, effects of purchase price adjustments, paid-in-kind interest, return of capital and additional investments in exiting investments, if any. |
| (2) | Includes principal repayments on loans. |
The total change in unrealized depreciation included in the consolidated statements of operations within net change in unrealized appreciation (depreciation) on investments for the year ended December 31, 2016 attributable to Level 3 investments still held at December 31, 2016 was $1,473,781. 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.
Net change in unrealized depreciation on investments at fair value for the year ended December 31, 2016 was $1,473,781, included within net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations. Net realized gains on investments at fair value for the year ended December 31, 2016 was $4,578. For the year ended December 31, 2016, net unrealized currency gains arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate were $40,703 and included within net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies in the consolidated statements of operations.
F-17
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2015:
| Balance as of December 31, 2014 | Net change in unrealized appreciation on investments | Translation of assets and liabilities denominated in foreign currencies | Purchases and other adjustments to cost (1) | Repayments of investments | Balance as of December 31, 2015 | |||||||||||||||||||
| Limited Liability Company Member Interests | $ | 1,688,792 | $ | 1,402,807 | $ | — | $ | 45,976,137 | $ | (359,432 | ) | $ | 48,708,304 | |||||||||||
| Capital Stock | 1,048,709 | 176,160 | (196,902 | ) | 535,000 | — | 1,562,967 | |||||||||||||||||
| Energy Efficiency Secured Loans | — | — | — | 1,183,295 | — | 1,183,295 | ||||||||||||||||||
| Total | $ | 2,737,501 | $ | 1,578,967 | $ | (196,902 | ) | $ | 47,694,432 | $ | (359,432 | ) | $ | 51,454,566 | ||||||||||
| (1) | Includes purchases of new investments, capitalized deal costs, paid-in-kind interest, effects of purchase price adjustments and additional investments in existing investment, if any. |
The total change in unrealized appreciation included in the consolidated statements of operations within net change in unrealized appreciation (depreciation) on investments for the year ended December 31, 2015 attributable to Level 3 investments still held at December 31, 2015 was $1,578,967. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of Level 3 as of the beginning of the period which the reclassifications occur. There were no transfers among Levels 1, 2 and 3 during the year ended December 31, 2015.
Net change in unrealized appreciation on investments at fair value for the year ended December 31, 2015 was $1,578,967, included within net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations. There were no net realized gains or losses on investments at fair value for the year ended December 31, 2015. For the year ended December 31, 2015, net unrealized currency losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate were $196,902 and included within net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies in the consolidated statements of operations.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the period ended December 31, 2014:
| Balance as of April 25, 2014 (Commencement of Operations) | Net change in unrealized appreciation on investment | Translation of assets and liabilities denominated in foreign currencies | Purchases and other adjustments to cost (1) | Balance as of December 31, 2014 | ||||||||||||||||
| Limited Liability Company Member Interests | $ | — | $ | 68,792 | $ | — | $ | 1,620,000 | $ | 1,688,792 | ||||||||||
| Capital Stock | — | 12,220 | $ | (31,647 | ) | 1,068,136 | 1,048,709 | |||||||||||||
| Total | $ | — | $ | 81,012 | $ | (31,647 | ) | $ | 2,688,136 | $ | 2,737,501 | |||||||||
| (1) | Includes purchase of new investment, capitalized deal costs and effects of purchase price adjustments, if any. |
The total change in unrealized appreciation included in the consolidated statements of operations within net change in unrealized appreciation (depreciation) on investments for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 attributable to Level 3 investments still held at December 31, 2014 was $81,012. 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 period from Commencement of Operations (April 25, 2014) through December 31, 2014.
F-18
Net change in unrealized appreciation on investments at fair value for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 was $81,012 included within net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations. There was no net realized gains or losses on investment at fair value for the period from Commencement of Operations (April 25, 2014) through December 31, 2014. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, net unrealized currency losses arising from valuing foreign currency-denominated assets and liabilities at the current exchange rate were $31,647 and included within net change in unrealized appreciation (depreciation) on translation of assets and liabilities denominated in foreign currencies in the consolidated statements of operations.
As of December 31, 2016, 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, 2016:
| Fair Value | Valuation Techniques | Unobservable Inputs | Rates/Assumptions | |||||||
| Alternative Energy - Solar | $ | 70,161,838 | Income approach | Discount rate, future kWh Production, potential leverage and estimated remaining useful life | 7.0% - 9.25%, 0. 50% annual degradation in production, 31.7 years | |||||
| Alternative Energy – Wind | $ | 43,643,215 | Income approach | Discount rate, future kWh Production, potential leverage and estimated remaining useful life | 7.75%, 0.50% annual degradation in production, 33.3 years | |||||
| Energy Efficiency – Secured Loans and Leases – Lighting Replacement | $ | 1,318,048 | Income and collateral based approach | Market yields and value of collateral | 10.25% - 21.31% | |||||
As of December 31, 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 December 31, 2015:
| Fair Value | Valuation Techniques | Unobservable Inputs | Rates/Assumptions | |||||||
| Alternative Energy - Solar | $ | 42,703,407 | Income, cost and market approach | Discount rate, future kWh Production, and estimated remaining useful life | 7.0% - 8.30%, 0. 50% annual degradation in production, 32.3 years | |||||
| Alternative Energy – Wind | $ | 7,093,750 | Cost approach | — | — | |||||
| Energy Efficiency – Secured Loans and Leases – Lighting Replacement | $ | 1,657,409 | Income and collateral based approach | Market yields and value of collateral | 10.25% - 12.0% | |||||
The significant unobservable inputs used in the fair value measurement of the company’s limited liability company member interests are discount rates and estimates related to the future production of electricity. Significant increases in the discount rate used or actual kilowatt hour (“kWh”) production meaningfully less than projected production would result in a significantly lower fair value measurement.
Note 5. Related Party Agreements And Transactions Agreements
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 of the company’s shares 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 agreed to reimburse the company for certain expenses above certain limits and be repaid when the company’s expenses are reduced below that threshold. The expense reimbursement expired and was not renewed as of December 31, 2016. The fees and reimbursement obligations are as follows:
F-19
| Type of Compensation and Recipient | Determination of Amount | |
| Selling Commissions — Dealer Manager | Up to 7% of gross offering proceeds from the sale of Class A and Class P-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 and Class P-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 | Up to 2.75% of gross offering proceeds from the sale of Class A, P-A and C shares, and up to 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 1/366th 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 Commencing as of June 30, 2016, the company estimates the amount of distribution fees expected to be paid and records that liability at the time of sale. |
| O&O costs — Advisor | The company reimburses 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 4.0% for O&O costs over the term of the current offering, 4.8% was charged on the offering that terminated as of February 7, 2017. |
| 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. |
F-20
| Incentive Allocation and Distribution — Special Unitholder | The incentive distribution to which the Special Unitholder is 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. |
F-21
| 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 year ending December 31, 2015, the 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 5.0% (the “Maximum Rates”). During the year ending December 31, 2016, Expenses as a percentage of net assets was less than the Maximum Rates allowing the advisor to be fully reimbursed for past assumed operating expenses. The expense reimbursement agreement expired and was not renewed as of December 31, 2016 as Expenses are expected to continue in an amount less than the Maximum Rates. |
For the years ended December 31, 2016 and 2015, the company incurred $3,849,530 and $1,625,780, respectively, in operating expenses, including the management fees earned by the advisor. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the company incurred $681,354 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 had assumed responsibility for all of the company’s operating expenses under the expense reimbursement agreement above the Maximum Rates which excess amounted to $648,720, for the period from Commencement of Operations (April 25, 2014) through December 31, 2014. Since January 1, 2015, the advisor has elected to limit the company’s operating expenses to no higher than 5% annually of the company’s average net assets. While the advisor assumed responsibility for $830,884 of the company’s operating expenses under the expense reimbursement agreement since inception, as of December 31, 2016, the company had fully reimbursed the advisor for previously assumed operating expenses. For the years ended December 31, 2016 and 2015, the company recorded a charge of $636,926 and $11,794, respectively, in the statement of operations as reimbursement for assumption of past operating expenses. For the year ended December 31, 2015, the advisor assumed responsibility for $223,286 of the company’s operating expenses under the expense reimbursement agreement.
F-22
For the years ended December 31, 2016 and 2015, the advisor earned $2,018,434 and $571,271, respectively, in management fees. While there was an incentive allocation of $916 earned to date by the advisor, the consolidated financial statements reflect a $285,673 decrease in incentive allocation for the year ended December 31, 2016 based primarily upon unrealized depreciation on investments and a $276,412 incentive allocation for the year ended December 31, 2015, based primarily upon unrealized appreciation on investments. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the advisor earned $64,282 in management fees of which $21,228 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 consolidated financial statements reflect a $9,846 incentive allocation for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, based upon net unrealized appreciation.
As of December 31, 2016, due to advisor/dealer manager on the consolidated statements of assets and liabilities in the amount of $136,476 is solely comprised of a payable to the advisor/dealer manager for reimbursable Organization and Offering Costs. As of December 31, 2015, due from advisor on the consolidated statements of assets and liabilities in the amount of $26,636 is comprised of $106,044 due from the advisor in connection with the expense reimbursement agreement combined with a payable to the advisor for reimbursable Organization and Offering Costs in the amount of $79,408. As of December 31, 2015, there were no amounts due to the dealer manager. The company, dealer manager and advisor plan to cash settle any amounts due to/from advisor/dealer manager on a monthly basis.
For the years ended December 31, 2016 and 2015, the company paid $1,332,908 and $875,051, respectively, in dealer manager fees and $4,613,001 and $3,406,655, respectively, in selling commissions to the company’s dealer manager, SC Distributors. For the period from Commencement of Operations (April 25, 2014) through December 31, 2014, the company paid $208,215 in dealer manager fees and $694,159 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 statements of operations.
For the year ended December 31, 2016, Greenbacker Administration, LLC invoiced the company $203,381, for expenses, at cost, for services related to asset management, compliance and accounting services related to the company’s investments. For the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, Greenbacker Administration, LLC did not invoice the company for expenses.
As of December 31, 2016 and 2015, respectively, the advisor owned 23,469 and 21,959 Class A shares while an affiliate of the advisor owned 93,191 and 185,721 Class A shares.
Transactions
The company entered into secured loans to finance the purchase and installation of energy efficient lighting with LED Funding LLC and Renew AEC One LLC (“AEC Companies”). All of the loans with LED Funding LLC, an AEC Company, converted to an operating lease on the day the energy efficiency upgrades became operational. AEC Companies are considered related parties as the members of these entities own an indirect, non-controlling ownership interest in the company’s advisor. The loans outstanding between the AEC Companies and the company, and the subsequent operating leases, were negotiated at an arm’s length and contain standard terms and conditions that would be included in third party lending agreements including required security and collateral, interest rates based upon risk of the specific loan, and term of the loan. As of December 31, 2016, all loans and operating leases are considered current per their terms.
Note 6. Borrowings
On July 11, 2016, the company, through a newly formed, indirect, wholly owned subsidiary, GREC Entity HoldCo LLC (the “Borrower”), entered into a Credit Agreement by and among the Borrower, the lenders party thereto and Fifth Third Bank, as administrative agent, as well as swap counterparty. The new credit facility consists of an initial term loan of $4,300,000 (the “Facility 1 Term Loan”) as well as a revolving credit facility in the aggregate principal amount of up to $33,250,000 (the “Revolver") that will convert to an additional term loan facility, based upon the amount outstanding on the conversion date, in July 2017 (the “Facility 2 Term Loan”) (collectively, the “Credit Facility”). Both the Facility 1 Term Loan and the Facility 2 Term Loan mature in July 2021. Financing costs of $1,005,494 related to the credit facility have been capitalized and are being amortized over the term of the Facility 1 Term Loan.
The company used the net proceeds of borrowings under the Facility 1 Term Loan to repay amounts outstanding under a previously existing project loan. The net proceeds of borrowings under the Revolver will be used for investment in additional alternative energy power generation assets and other general corporate purposes. Loans made under the Credit Facility bear interest at 3.5% in excess of one-month LIBOR. Commitment fees on the average daily unused portion of the Revolver are payable at a rate per annum of 0.25%.
F-23
Interest on the Credit Facility is payable on the last day of each month commencing August 31, 2016. Principal on the Facility 1 Term Loan is payable at a fixed amount of $23,889 on the last day of each month based upon a fifteen-year amortization. The Revolver is interest only for the first twelve months. Thereafter, the Revolver converts to the Facility 2 Term Loan whereby principal will be due monthly with amortization based upon the weighted average power purchase agreement life remaining on the date of conversion. Borrowings under the credit facility are secured by the assets, cash, agreements and equity interests in the Borrower and its subsidiaries. The company and its wholly owned subsidiary, Greenbacker Renewable Energy Corporation, are guarantors of the Borrower's obligations under the Credit Facility.
In regard to the Credit Facility, we have entered in an interest rate swap agreement, effective July 29, 2016, with a total notional amount of $4,300,000 to swap the floating rate interest payments on the Facility 1 Term Loan for a corresponding fixed payment. The fixed swap rate is 1.11% with an all-in rate of 4.61% on the Facility 1 Term Loan.
If an event of default shall occur and be continuing under the Credit Facility, the commitments under the Credit Facility may be terminated and the principal amount outstanding under the Credit Facility, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The company’s outstanding debt as of December 31, 2016 was as follows:
| December 31, 2016 | December 31, 2015 | |||||||||||||||||||||||||||||||||||||||
| Aggregate Principal Amount Available | Principal
Amount Outstanding | Carrying Value | Deferred
Financing Costs | Term Note Payable, Net of Financing Costs | Aggregate Principal Amount Available | Principal Amount Outstanding | Carrying Value | Deferred
Financing Costs | Term Note Payable, Net of Financing Costs | |||||||||||||||||||||||||||||||
| Revolver | $ | 33,250,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
| Facility 1 Term Loan | — | 4,180,554 | 4,180,554 | 910,155 | 3,270,399 | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Total | $ | 33,250,000 | $ | 4,180,554 | $ | 4,180,554 | $ | 910,155 | $ | 3,270,399 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
The following table shows the components of interest expense, commitment fees related to the Revolving Facility, amortized deferred financing costs, weighted average stated interest rate and weighted average outstanding debt balance for the credit facility for the period July 11, 2016 through December 31, 2016:
| For the period July 11, 2016 through December 31, 2016 | ||||
| Revolver interest | $ | 164,179 | ||
| Revolver commitment fee | 29,927 | |||
| Facility 1 Term Loan interest | 96,248 | |||
| Amortization of deferred financing costs | 95,339 | |||
| Unrealized gain on interest rate swap | $ | (90,697 | ) | |
| Total | 294,996 | |||
| Weighted average interest rate on credit facility | 4.37 | % | ||
| Weighted average outstanding balance of credit facility | $ | 10,991,000 | ||
The principal payments due on borrowings for each of the next five years ending December 31 and thereafter, are as follows:
| Year ending December 31: | Principal Payments | |||||
| 2017 | 286,668 | |||||
| 2018 | 286,668 | |||||
| 2019 | 286,668 | |||||
| 2020 | 286,668 | |||||
| Thereafter | 3,033,882 | |||||
| $ | 4,180,554 | |||||
F-24
Note 7. 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, C, I, P-A and P-I shares (collectively, common shares), and 50,000,000 are designated as preferred shares and one special unit. Each class of common shares will have the same voting rights.
The following are the current commissions and fees for each common share class in connection with the company’s continuous public offering pursuant to a Registration Statement on Form S-1 (File No. 333-211571) as well as the private offering of certain share classes.
Class A and Class P-A: Each Class A and Class P-A share are 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 are paid for sales pursuant to the dividend reinvestment plan.
Class C: Each Class C share issued in the primary offering is 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 pays the dealer manager on a monthly basis a distribution fee, or “distribution fee”, that accrues daily equal to 1/366th 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 are paid for sales pursuant to the DRP.
Class I and Class P-I: No selling commission or distribution fee will be paid for sales of any Class I and Class P-I shares. Each Class I share is subject to a dealer manager fee of up to 1.75% per share.
The following table is a summary of the shares issued and repurchased during the period and outstanding as of December 31, 2016:
| Shares Outstanding
as of December 31, 2015 | Shares Issued During the Period | Shares Repurchased During the Period | Shares Outstanding as of December 31, 2016 | |||||||||||||
| Class A shares | 5,420,728 | 5,719,394 | (261,620 | ) | 10,878,502 | |||||||||||
| Class C shares | 248,456 | 793,380 | — | 1,041,836 | ||||||||||||
| Class I shares | 1,052,783 | 1,726,743 | (25,035 | ) | 2,754,491 | |||||||||||
| Class P-A shares | — | 47,774 | — | 47,774 | ||||||||||||
| Class P-I Shares | — | 199,319 | — | 199,319 | ||||||||||||
| Total | 6,721,967 | 8,486,610 | (286,655 | ) | 14,921,922 | |||||||||||
The following table is a summary of the shares issued and repurchased during the period and outstanding as of December 31, 2015:
| Shares Outstanding as of December 31, 2014 | Shares Issued During the Period | Shares Repurchased During the Period | Shares Outstanding as of December 31, 2015 | |||||||||||||
| Class A shares | 1,097,844 | 4,337,884 | (15,000 | ) | 5,420,728 | |||||||||||
| Class C shares | 84,964 | 163,492 | — | 248,456 | ||||||||||||
| Class I shares | 53,537 | 999,246 | — | 1,052,783 | ||||||||||||
| Total | 1,236,345 | 5,500,622 | (15,000 | ) | 6,721,967 | |||||||||||
There were no Class P-A or Class P-I shares outstanding as of December 31, 2015.
The proceeds from shares sold and the value of shares issued through the reinvestment of distributions for each class of shares for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 were as follows:
F-25
| Class A Shares | Class C Shares | Class I Shares | Class P-A Shares | Class P-I Shares | Total | |||||||||||||||||||
| For the year ended December 31, 2016: | ||||||||||||||||||||||||
| Proceeds from Shares Sold | $ | 49,913,307 | $ | 6,957,212 | $ | 15,078,606 | $ | 419,175 | $ | 1,750,750 | $ | 74,119,050 | ||||||||||||
| Proceeds from Shares Issued through Reinvestment of Distributions | $ | 2,347,789 | $ | 257,384 | $ | 685,413 | $ | — | $ | — | $ | 3,290,586 | ||||||||||||
| For the year ended December 31, 2015: | ||||||||||||||||||||||||
| Proceeds from Shares Sold | $ | 38,391,839 | $ | 1,413,670 | $ | 8,871,732 | $ | — | $ | — | $ | 48,677,241 | ||||||||||||
| Proceeds from Shares Issued through Reinvestment of Distributions | $ | 783,459 | $ | 61,957 | $ | 147,858 | $ | — | $ | — | $ | 993,274 | ||||||||||||
| For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||||||||||||||||
| Proceeds from Shares Sold | $ | 9,815,285 | $ | 763,425 | $ | 482,548 | $ | — | $ | — | $ | 11,061,258 | ||||||||||||
| Proceeds from Shares Issued through Reinvestment of Distributions | $ | 77,027 | $ | 3,407 | $ | 634 | $ | — | $ | — | $ | 81,068 | ||||||||||||
As of December 31, 2016 and 2015, 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 of directors, without approval of any of the members, to issue additional shares of any class or series for the consideration and on the terms and conditions established by the 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. The proceeds related to the shareholder receivable amount of $521,954 presented on the consolidated statements of assets and liabilities as of December 31, 2016 was subsequently collected on January 6, 2017.
Distribution Reinvestment Plan
The company adopted a distribution reinvestment plan (“DRP”) through which the company’s Class A, C and I 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 December 31, 2016 and 2015, $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 December 31, 2016 and 2015, 478,421 and 118,957 shares, respectively were issued under the DRP.
Share Repurchase Program
During the quarter ended September 30, 2015, the company commenced 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 Class A, C or I 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 includes numerous restrictions that will limit a shareholders ability to sell shares. Unless the board of directors determines otherwise, the company limits 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 DRP. 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. For the year ended December 31, 2016, the company repurchased 261,620 Class A shares and 25,035 Class I shares at a total purchase price of $2,407,717 and $230,084, respectively, pursuant to the company’s share repurchase program, including 98,786 shares from an affiliate of the advisor. For the year ended December 31, 2015, the company repurchased 15,000 Class A shares at a total purchase price of $135,375, pursuant to the company’s share repurchase program.
F-26
We have received an order for our repurchase program from the SEC under Rule 102(a) of Regulation M under the Exchange Act. In addition, our repurchase program is substantially similar to repurchase programs for which the SEC has stated it will not recommend enforcement action under Rule 13e-4 and Regulation 14E under the Exchange Act.
Note 8. Distributions
On the last business day of each month, with the authorization of the company’s board of directors, the company declares distributions on each outstanding Class A, C, I, P-A and P-I share. These distributions are calculated based on shareholders of record for each day in amounts equal to that exhibited in the table below based upon distribution period and class of share.
| Class of Share | ||||||||||||||||||||||
| Distribution Period | A | C | I | P-A | P-I | |||||||||||||||||
| 1-Jan-15 | 31-Oct-15 | $ | 0.0016438 | $ | 0.0016438 | $ | 0.0016438 | - | - | |||||||||||||
| 1-Nov-15 | 31-Jan-16 | $ | 0.0016478 | $ | 0.0016478 | $ | 0.0016478 | - | - | |||||||||||||
| 1-Feb-16 | 30-Apr-16 | $ | 0.0016551 | $ | 0.0016551 | $ | 0.0016551 | - | - | |||||||||||||
| 1-May-16 | 31-Jul-16 | $ | 0.0016617 | $ | 0.0016617 | $ | 0.0016617 | $ | 0.0015826 | $ | 0.0015826 | |||||||||||
| 1-Aug-16 | 31-Oct-16 | $ | 0.0016766 | $ | 0.0016766 | $ | 0.0016766 | $ | 0.0015968 | $ | 0.0015968 | |||||||||||
| 1-Nov-16 | 31-Dec-16 | $ | 0.0016856 | $ | 0.0016402 | $ | 0.0016856 | $ | 0.0016036 | $ | 0.0016036 | |||||||||||
The following table reflects the distributions declared during the year ended December 31, 2016:
| Pay Date | Paid in Cash | Value of Shares Issued under DRP | Total | |||||||||
| February 1, 2016 | $ | 171,410 | $ | 185,680 | $ | 357,090 | ||||||
| March 1, 2016 | 182,825 | 195,193 | 378,018 | |||||||||
| April 1, 2016 | 221,088 | 221,729 | 442,817 | |||||||||
| May 2, 2016 | 234,799 | 241,934 | 476,733 | |||||||||
| June 1, 2016 | 261,003 | 271,362 | 532,365 | |||||||||
| July 1, 2016 | 270,112 | 277,033 | 547,145 | |||||||||
| August 1, 2016 | 296,391 | 288,859 | 585,250 | |||||||||
| September 1, 2016 | 323,445 | 299,790 | 623,235 | |||||||||
| October 3, 2016 | 334,152 | 299,699 | 633,851 | |||||||||
| November 1, 2016 | 356,589 | 321,863 | 678,452 | |||||||||
| December 1, 2016 | 371,493 | 320,165 | 691,658 | |||||||||
| January 3, 2017 | 403,983 | 367,279 | 771,262 | |||||||||
| Total | $ | 3,427,290 | $ | 3,290,586 | $ | 6,717,876 | ||||||
The following table reflects the distributions declared during the year ended December 31, 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 | |||||||||
| August 3, 2015 | 82,395 | 81,426 | 163,821 | |||||||||
| September 1, 2015 | 95,124 | 95,081 | 190,205 | |||||||||
| October 1, 2015 | 104,797 | 109,643 | 214,440 | |||||||||
| November 2, 2015 | 120,894 | 128,288 | 249,182 | |||||||||
| December 1, 2015 | 134,302 | 143,800 | 278,102 | |||||||||
| January 4, 2016 | 156,985 | 166,624 | 323,609 | |||||||||
| Total | $ | 996,867 | $ | 993,274 | $ | 1,990,141 | ||||||
F-27
The following table summarizes our distributions declared for the period from Commencement of Operations (April 25, 2014) through December 31, 2014.
| Value of | ||||||||||||
| Pay Date | Paid in Cash | Shares Issued under DRP | Total | |||||||||
| October 1, 2014 | $ | 5,123 | $ | 13,920 | $ | 19,043 | ||||||
| November 3, 2014 | 10,332 | 19,410 | 29,742 | |||||||||
| December 1, 2014 | 16,985 | 21,831 | 38,816 | |||||||||
| January 2, 2015 | 30,913 | 25,907 | 56,820 | |||||||||
| Total | $ | 63,353 | $ | 81,068 | $ | 144,421 | ||||||
All distributions paid for the year ended December 31, 2016 are expected to be reported as a return of capital to stockholders for tax reporting purposes and all distributions paid for the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 were reported as a return of capital to stockholders for tax purposes.
Cash distributions paid during the periods presented were funded from the following sources noted below:
For the year ended December 31, 2016 | For the year ended December 31, 2015 | For the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | ||||||||||
| Cash from operations | $ | 3,180,297 | $ | 216,548 | $ | — | ||||||
| Offering proceeds | — | 654,246 | 32,440 | |||||||||
| Total Cash Distributions | $ | 3,180,297 | $ | 870,794 | $ | 32,440 | ||||||
The company expects to continue to fund distributions from a combination of cash from operations as well as offering proceeds until a minimum of $150,000,000 in net assets is reached as well as being fully invested in operating assets.
Note 9. Income Taxes
The LLC conducts most of its operations through GREC, its taxable wholly-owned subsidiary. The consolidated income tax provision for the years ended December 31, 2016, 2015 and 2014 is comprised of the following:
| Current | Deferred | Total | ||||||||||
| Year ended December 31, 2016: | ||||||||||||
| US federal | $ | — | $ | 2,916,807 | $ | 2,916,807 | ||||||
| State and local | — | 360,921 | 360,921 | |||||||||
| Foreign jurisdiction | — | — | — | |||||||||
| Tax benefit/(expense) | $ | — | $ | 3,277,728 | $ | 3,277,728 | ||||||
| Change in valuation allowance | — | 2,251,666 | 2,251,666 | |||||||||
| Tax benefit/(expense), net | $ | — | $ | 5,529,394 | $ | 5,529,394 | ||||||
F-28
| Current | Deferred | Total | ||||||||||
| Year ended December 31, 2015: | ||||||||||||
| US federal | $ | — | $ | 3,151,932 | $ | 3,151,932 | ||||||
| State and local | — | (20,847 | ) | (20,847 | ) | |||||||
| Foreign jurisdiction | — | — | — | |||||||||
| Tax benefit/(expense) | $ | — | $ | 3,131,085 | $ | 3,131,085 | ||||||
| Change in valuation allowance | — | (2,481,085 | ) | (2,481,085 | ) | |||||||
| Tax benefit/(expense), net | $ | — | $ | 650,000 | $ | 650,000 | ||||||
| Current | Deferred | Total | ||||||||||
| Year ended December 31, 2014: | ||||||||||||
| US federal | $ | — | $ | 24,886 | $ | 24,886 | ||||||
| State and local | — | 2,171 | 2,171 | |||||||||
| Foreign jurisdiction | — | — | — | |||||||||
| Tax benefit/(expense) | $ | — | $ | 27,057 | $ | 27,057 | ||||||
| Change in valuation allowance | — | (27,057) | (27,057 | ) | ||||||||
| Tax benefit/(expense), net | $ | — | $ | — | $ | — | ||||||
The following table represents the components of the income tax expense and the proportionate ratio of each components as follows:
| 2016 | Percentage | 2015 | Percentage | 2014 | Percentage | |||||||||||||||||||
| Net increase (decrease) in net assets from operations before tax, based on ASC 946, at the federal income tax rate | $ | 869,681 | (15.73 | )% | $ | 462,771 | (71.20 | )% | $ | (54,763 | ) | 202.40 | % | |||||||||||
| Reversal of Greenbacker Renewable Energy, LLC’s (income)/loss treated as a partnership for U.S tax purposes, at federal income tax rate | $ | 42,047 | (0.76 | )% | $ | 197,603 | (30.40 | )% | $ | 29,877 | (110.42 | )% | ||||||||||||
| Adjustment for Greenbacker Renewable Energy Corporation’s consolidated book income/(loss), based on standard GAAP accounting, at federal income tax rate | $ | (2,066,516 | ) | 37.37 | % | $ | (467,369 | ) | 71.90 | % | $ | — | — | % | ||||||||||
| Federal tax credit | $ | (1,762,020 | ) | 31.87 | % | $ | (3,345,092 | ) | 514.63 | % | $ | — | — | % | ||||||||||
| State tax credit | (229,419 | ) | 4.15 | % | — | — | — | — | % | |||||||||||||||
| Increase in income taxes resulting from: | ||||||||||||||||||||||||
| State and local taxes, net of federal benefit | $ | (132,613 | ) | 2.40 | % | $ | 21,421 | (3.30 | )% | $ | (2,171 | ) | 8.02 | % | ||||||||||
| Change in state rate | $ | 1,112 | (0.02 | )% | $ | (591 | ) | .09 | % | $ | — | — | % | |||||||||||
| Permanent differences, at federal income tax rate | $ | — | — | % | $ | 172 | (.03 | )% | $ | % | ||||||||||||||
| Change in valuation allowance | $ | (2,251,666 | ) | 40.72 | % | $ | 2,481,085 | (381.69 | )% | $ | 27,057 | (100.00 | )% | |||||||||||
| Actual provision for income taxes | $ | (5,529,394 | ) | 100.00 | % | $ | (650,000 | ) | 100.00 | % | $ | — | — | % | ||||||||||
Deferred tax assets have been classified on the accompanying consolidated statements of assets and liabilities as of December 31, 2016 and 2015 as follows:
| 2016 | 2015 | |||||||
| Amortization | 103,532 | 76,832 | ||||||
| Net operating losses | 8,837,890 | 2,435,598 | ||||||
| Federal tax credits | 5,336,530 | 3,345,092 | ||||||
| Unrealized gains | (7,869,139 | ) | (2,726,437 | ) | ||||
| Net income (loss) from subsidiaries | — | 0 | ||||||
| Return of capital on investments in subsidiaries | — | 0 | ||||||
| Deferred tax assets | $ | 6,408,813 | $ | 3,131,085 | ||||
| Less: valuation allowance | (229,419 | ) | (2,481,085 | ) | ||||
| Deferred tax assets, net | $ | 6,179,394 | $ | 650,000 | ||||
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As of December 31, 2016, the company has federal and state income tax net operating loss (“NOL”) and investment tax credit (“ITC”) carryforwards of which will expire on various dates through 2035 as follows:
| Expires Year Ending | Federal NOL | Federal ITC | State NOL | |||||||||||
| December 31, | Amount | Amount | Amount | |||||||||||
| 2022 | — | — | $ | 918,368 | ||||||||||
| 2025 | — | — | $ | 673,181 | ||||||||||
| 2030 | — | — | $ | 2,751,775 | ||||||||||
| 2034 | $ | 161,963 | — | $ | 161,963 | |||||||||
| 2035 | $ | 6,693,198 | $ | 3,345,092 | $ | 2,718,197 | ||||||||
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 projections for future taxable income over the periods in which the deferred tax assets would be deductible, management as of December 31, 2016 has applied a partial valuation allowance against the deferred tax asset amounts the company will not be able to fully realize. For the year ended December 31, 2015, a partial valuation allowance against the deferred tax asset was established.
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 and filings for all open tax years as of December 31, 2016 for all federal and state tax jurisdictions for the years 2013 through 2016. The results of this assessment are included in the company’s tax provision and deferred tax assets as of December 31, 2016.
Note 10. Commitments and Contingencies
Legal proceedings: The company may become involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Individuals and interest groups may sue to challenge the issuance of a permit for a renewable energy project or seek to enjoin construction of a wind energy project. In addition, 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 December 31, 2016, 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 project loan agreements between the operating subsidiaries of East to West Solar LLC, Green Maple LLC and Greenbacker Wind LLC and various lenders (financial institutions and the Vermont Economic Development Authority), the operating entities have pledged all solar operating assets as well as the membership interests in various operating subsidiaries as collateral for the term loans with maturity dates ranging from February 2018 through March 2028. In addition to GREC and the company, East to West Solar LLC and Green Maple LLC (the “Guarantors”) have provided an unsecured guaranty on approximately $6,627,000 and $4,867,000, respectively, of term loans as of December 31, 2016. The guarantors would only have to perform under the guarantee if the cash flow or the liquidation of collateral at the operating subsidiaries was inadequate to fully liquidate the remaining loan balance.
Pursuant to a credit agreement between GREC Entity Holdco LLC (“Holdco”), a wholly owned subsidiary of GREC, and a financial institution, Holdco has pledged all solar operating assets as well as all membership interests in operating subsidiaries owned by Holdco as collateral for the loan. GREC and the company have provided an unsecured guaranty on approximately $4,300,000 on the term and revolving loans as of December 31, 2016.
See Note 1 – Organization and Operations of the Company and Note 5 – Related Party Agreements and Transactions Agreements for an additional discussion of the company’s commitments and contingencies.
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Note 11. Financial Highlights
The following is a schedule of financial highlights of the company attributed to Class A, C, I, P-A and P-I shares for the year ended December 31, 2016.
| For the year ended December 31, 2016 | ||||||||||||||||||||
| Class A Shares | Class C Shares | Class I Shares | Class P-A Shares | Class P-I Shares | ||||||||||||||||
| Per share data attributed to common shares (1): | ||||||||||||||||||||
| Net Asset Value at beginning of period | $ | 8.54 | $ | 8.54 | $ | 8.54 | $ | 8.54 | $ | 8.54 | ||||||||||
| Net investment income (3) | 0.43 | 0.43 | 0.43 | 0.19 | 0.19 | |||||||||||||||
| Net unrealized appreciation (depreciation) on investments, net of incentive allocation to special unitholder | (0.10 | ) | (0.10 | ) | (0.10 | ) | (0.05 | ) | (0.05 | ) | ||||||||||
| Change in translation of assets and liabilities denominated in foreign currencies | — | — | — | — | — | |||||||||||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | 0.40 | 0.40 | 0.40 | 0.18 | 0.17 | |||||||||||||||
| Net increase in net assets attributed to common stockholders | 0.73 | 0.73 | 0.73 | 0.32 | 0.31 | |||||||||||||||
| Shareholder distributions: | ||||||||||||||||||||
| Distributions from net investment income | (0.33 | ) | (0.33 | ) | (0.33 | ) | (0.15 | ) | (0.14 | ) | ||||||||||
| Distributions from offering proceeds | (0.27 | ) | (0.27 | ) | (0.27 | ) | (0.11 | ) | (0.11 | ) | ||||||||||
| Offering costs and deferred sales commissions | — | (0.22 | ) | — | — | — | ||||||||||||||
| Other (2) | 0.02 | (0.01 | ) | 0.02 | 0.07 | 0.07 | ||||||||||||||
| Net increase in members’ equity attributed to common shares | 0.15 | (0.10 | ) | 0.15 | 0.13 | 0.13 | ||||||||||||||
| Net asset value for common shares at end of period | $ | 8.69 | $ | 8.44 | $ | 8.69 | $ | 8.67 | $ | 8.67 | ||||||||||
| Common shareholders’ equity at end of period | $ | 94,541,760 | $ | 8,796,002 | $ | 23,938,449 | $ | 414,145 | $ | 1,727,858 | ||||||||||
| Common shares outstanding at end of period | 10,878,502 | 1,041,836 | 2,754,491 | 47,774 | 199,319 | |||||||||||||||
| Ratio/Supplemental data for common shares : | ||||||||||||||||||||
| Total return, net of expense reimbursement to/from advisor, attributed to common shares based on net asset value | 8.79 | % | 5.65 | % | 8.79 | % | 4.59 | % | 4.49 | % | ||||||||||
| Ratio of net investment income, net of expense reimbursement to/from advisor, to average net assets | 4.95 | % | 4.98 | % | 4.93 | % | 4.81 | % | 4.48 | % | ||||||||||
| Ratio of operating expenses, net of expense reimbursement to/from advisor, to average net assets | 4.65 | % | 4.68 | % | 4.63 | % | 4.53 | % | 4.21 | % | ||||||||||
| Total return, excluding expense reimbursement to/from advisor, attributed to common shares based on net asset value | 9.34 | % | 6.13 | % | 9.31 | % | 5.03 | % | 4.78 | % | ||||||||||
| Ratio of net investment income, excluding expense reimbursement to/from advisor, to average net assets | 5.61 | % | 5.65 | % | 5.58 | % | 5.45 | % | 5.08 | % | ||||||||||
| Ratio of operating expenses, excluding expense reimbursement to/from advisor, to average net assets | 3.99 | % | 4.02 | % | 3.97 | % | 3.88 | % | 3.61 | % | ||||||||||
| Portfolio turnover rate | 0.43 | % | 0.43 | % | 0.43 | % | 0.43 | % | 0.43 | % | ||||||||||
| (1) | The per share data for Class A, C, I, P-A and P-I Shares were derived by using the weighted average shares outstanding during the year ended December 31, 2016, which were 8,330,061, 690,825, 1,962,616, 30,286 and 82,013, respectively. |
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| (2) | Represents the impact of different share amounts used in 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. |
| (3) | Does not reflect any incentive fees that may be payable to the Special Unitholder. |
The following is a schedule of financial highlights of the company attributed to common stockholders for the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 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. Information for the period ended December 31, 2013 is not included since operations did not commence until April 25, 2014 and it is not considered meaningful.
| For the year ended December 31, 2015 | For
the period from Commencement of Operations (April 25, 2014) through December 31, 2014 | |||||||
| Per share data attributed to common shares (1): | ||||||||
| Net proceeds before offering costs (2) | $ | — | $ | 9.17 | ||||
| Offering costs | — | (0.59 | ) | |||||
| Net proceeds after offering costs | — | 8.58 | ||||||
| Net Asset Value at beginning of period | 8.50 | — | ||||||
| Net investment income (loss) and realized loss on foreign currency translation (7) | 0.22 | (0.38 | ) | |||||
| Net unrealized appreciation (depreciation) on investments, net of incentive allocation to special unit holder | 0.39 | 0.14 | ||||||
| Change in translation of assets and liabilities denominated in foreign currencies | (0.06 | ) | (0.06 | ) | ||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | 0.04 | — | ||||||
| Net increase (decrease) in net assets attributed to common stockholders | 0.59 | (0.30 | ) | |||||
| Shareholder distributions | (0.60 | ) | (0.28 | ) | ||||
| Capital contribution from advisor | — | 0.38 | ||||||
| Other (6) | 0.05 | 0.12 | ||||||
| Net increase (decrease) in members’ equity attributed to common shares | 0.04 | (0.08 | ) | |||||
| Net asset value for common shares at end of period (3) | $ | 8.54 | $ | 8.50 | ||||
| Total return attributed to common shares based on net asset value (4) | 7.44 | % | (5.33 | )% | ||||
| Common shareholders’ equity at end of period | $ | 57,401,819 | $ | 10,502,809 | ||||
| Common shares outstanding at end of period | 6,721,967 | 1,236,345 | ||||||
| Ratio/Supplemental data for common shares (annualized) (4)(5): | ||||||||
| Ratio of net investment income (loss) to average net assets | 2.63 | % | (6.60 | )% | ||||
| Ratio of operating expenses to average net assets | 5.83 | % | 7.89 | % | ||||
| Portfolio turnover rate | 1.55 | % | N/A | |||||
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| (1) | The per share data was derived by using the weighted average shares outstanding during the year ended December 31, 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, which was 3,335,719 and 513,052, respectively. | |
| (2) | Net proceeds before offering costs, from the period from Commencement of Operations (April 25, 2014) through December 31, 2014 is greater than $9.025 since a significant number of shares were sold with less than the maximum commission and dealer manager fee charged. | |
| (3) | Net asset value would have been lower if the advisor had not agreed to waive management fees and reimburse the company for expenses above the Maximum Rates as of December 31, 2014. | |
| (4) | Total return, ratio of net investment income (loss) and ratio of operating expenses to average net assets for the year ended December 31, 2015, prior to the effect of the expense reimbursement agreement were 7.46%, 2.67% and 5.78%, respectively. Total return, ratio of net investment loss and ratio of operating expenses to average net assets for the period from Commencement of Operations (April 25, 2014) through December 31, 2014, prior to the effect of the expense reimbursement agreement and the management fee waiver were (11.35%), (21.68%) and 22.97%, respectively. | |
| (5) | The company’s ratio of net investment loss to average net assets and ratio of operating expenses to average net assets have been annualized for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 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 December 31, 2014. | |
| (6) | Represents the impact of different share amounts used in calculating certain per share data based on weighted average shares outstanding during the period and the fact that no offering costs were charged against shares issued prior to the commencement of this offering. | |
| (7) | Does not reflect any incentive fees that may be payable to the Special Unitholder. |
Note 12. Selected Quarterly Data – Unaudited
Presented in the following tables is a summary of the unaudited quarterly financial information for the years ended December 31, 2016, 2015 and 2014. The company believes that all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly, and in accordance with GAAP, the selected quarterly information.
| For the quarter ended | ||||||||||||||||
| December 31, 2016 | September 30, 2016 | June 30, 2016 | March 31, 2016 | |||||||||||||
| Total investment income | $ | 2,848,655 | $ | 3,085,513 | $ | 1,645,291 | $ | 656,566 | ||||||||
| Net investment income | $ | 1,497,148 | $ | 1,730,438 | $ | 1,519,649 | $ | 23,132 | ||||||||
| Net gain (loss) on investments and foreign currency translation | $ | (1,706,876 | ) | $ | 1,143,849 | $ | (231,426 | ) | $ | (634,047 | ) | |||||
| Change in benefit (expense) from deferred taxes on unrealized appreciation on investments | $ | 671,401 | $ | (8,372 | ) | $ | 1,838,292 | $ | 1,885,335 | |||||||
| Net increase in net assets resulting from operations | $ | 461,673 | $ | 2,865,915 | $ | 3,126,515 | $ | 1,274,420 | ||||||||
| Net investment income per share – basic and diluted | $ | 0.11 | $ | 0.14 | $ | 0.15 | $ | 0.00 | ||||||||
| Net increase in net assets resulting from operations per share – basic and diluted | $ | 0.03 | $ | 0.24 | $ | 0.30 | $ | 0.16 | ||||||||
| Net asset value per share at period end (Class A) | $ | 8.69 | $ | 8.74 | $ | 8.69 | $ | 8.56 | ||||||||
| Net asset value per share at period end (Class C) | $ | 8.44 | $ | 8.49 | $ | 8.43 | $ | 8.56 | ||||||||
| Net asset value per share at period end (Class I) | $ | 8.69 | $ | 8.74 | $ | 8.69 | $ | 8.56 | ||||||||
| Net asset value per share at period end (Class P-A) | $ | 8.67 | $ | 8.74 | $ | — | $ | — | ||||||||
| Net asset value per share at period end (Class P-I) | $ | 8.67 | $ | 8.74 | $ | — | $ | — | ||||||||
| For the quarter ended | ||||||||||||||||
| December 31, 2015 | September 30, 2015 | June 30, 2015 | March 31, 2015 | |||||||||||||
| Total investment income | $ | 421,488 | $ | 740,773 | $ | 633,646 | $ | 58,215 | ||||||||
| Net investment income (loss) | $ | 253,576 | $ | 270,523 | $ | 333,917 | $ | (118,483 | ) | |||||||
| Net gain (loss) on investments and foreign currency translation | $ | 666,498 | $ | 376,473 | $ | (46,396 | ) | $ | 385,490 | |||||||
| Change in benefit from deferred taxes on unrealized appreciation on investments | $ | 127,015 | $ | — | $ | — | $ | — | ||||||||
| Net increase in net assets resulting from operations | $ | 1,047,089 | $ | 646,996 | $ | 287,521 | $ | 267,007 | ||||||||
| Net investment income (loss) per share – basic and diluted | $ | 0.09 | $ | 0.07 | $ | 0.14 | $ | (0.08 | ) | |||||||
| Net increase in net assets resulting from operations per share – basic and diluted | $ | 0.20 | $ | 0.17 | $ | 0.12 | $ | 0.18 | ||||||||
| Net asset value per share at period end | $ | 8.54 | $ | 8.52 | $ | 8.50 | $ | 8.50 | ||||||||
F-33
| For the quarter ended | ||||||||||||
| December 31, 2014 | September 30, 2014 (1) | June 30, 2014 (1)(2) | ||||||||||
| Total investment income | $ | 37,907 | $ | 304 | $ | 80 | ||||||
| Net investment loss | $ | (106,838 | ) | $ | (35,547 | ) | $ | (53,464 | ) | |||
| Net gain (loss) on investments and foreign currency translation | $ | (32,636 | ) | $ | 81,865 | $ | - | |||||
| Net increase (decrease) in net assets resulting from operations | $ | (139,474 | ) | $ | 46,318 | $ | (53,464 | ) | ||||
| Net investment loss per share – basic and diluted | $ | (0.13 | ) | $ | (0.10 | ) | $ | (0.19 | ) | |||
| Net increase (decrease) in net assets resulting from operations per share – basic and diluted | $ | (0.16 | ) | $ | 0.09 | $ | (0.19 | ) | ||||
| Net asset value per share at period end | $ | 8.50 | $ | 8.50 | $ | 8.50 | ||||||
| (1) | As the company had no substantive operations prior to April 25, 2014, the first quarter of 2014 has been omitted. |
| (2) | The selected financial information for the June 30, 2014 quarter consists of the company’s commencement of operations (April 25, 2014 through June 30, 2014). |
Note 13. 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 consolidated financial statements or would be required to be recognized in the consolidated financial statements as of the year ended December 31, 2016, except as discussed below:
On February 7, 2017, the initial offering pursuant to the company’s Registration Statement on Form S-1 (File No. 333-178786-01) was terminated. Effective February 8, 2017, pursuant to a new Registration Statement on Form S-1 (File No. 333-211571), the company is offering up to $1,000,000,000 in shares of limited liability company interests, including up to $200,000,000 pursuant to the DRP.
On March 3, 2017, the company signed a purchase and sale agreement to purchase an additional 747 residential photovoltaic solar systems, with aggregate generating capacity of 6.219 MW DC, from One Roof Energy Inc. for approximately $8,000,000. The portfolio of systems, located in Hawaii, Massachusetts. New Jersey, Arizona, California, New York, Connecticut, and Maryland, which are a mix of systems with PPAs and operating lease systems had original agreement terms of 20 years. The weighted average remaining life of these systems at time of purchase was approximately 18.0 years.
F-34
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 Annual Report on Form 10-K 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.
Management’s Report on Internal Control Over Financial Reporting
Our management’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The internal control over financial reporting for the company includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements of the company.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the internal control over financial reporting as of December 31, 2015, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 1992 report entitled Internal Control-Integrated Framework. Our management further reviewed the updated 2013 framework as part of its assessment. Based on that assessment, our management concluded that, as of December 31, 2016, the internal control over financial reporting for the company is effective based on the criteria established in Internal Control-Integrated Framework.
This annual report does not include an attestation report of the company’s independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by the company’s independent registered public accounting firm pursuant to the rules of the SEC that permit the company to provide only management’s report in this annual report.
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 year ended December 31, 2016 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.
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our business and affairs are overseen by our board of directors, as provided by our LLC Agreement and Delaware law. The board of directors has retained GCM to manage our investment activities, under the direction of our board of directors the quarterly valuation of our assets and our financing arrangements, subject to the board’s supervision. The board of directors currently has an audit committee and a nominating and corporate governance committee, and may establish additional committees from time to time as necessary. Each director will serve until the next annual meeting of members and until his or her successor is duly elected. Although the number of directors may be increased or decreased, a decrease will not have the effect of shortening the term of any incumbent director. Any director may resign at any time and may be removed with or without cause by the members upon the affirmative vote of at least a majority of the votes entitled to be cast at a meeting called for the purpose of the proposed removal. The notice of the meeting shall indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.
A vacancy created by an increase in the number of directors or the death, resignation, removal, adjudicated incompetence or other incapacity of a director may be filled only by a vote of a majority of the remaining directors. As provided in our LLC Agreement, nominations of individuals to fill the vacancy of a board seat previously filled by an independent director will be made by the remaining independent directors.
78
Our board of directors consists of five members, a majority of whom are independent directors as such term is defined in NASDAQ Listing Rule 5605(a)(2). We are prohibited from making loans or extending credit, directly or indirectly, to our directors or executive officers under section 402 of the Sarbanes-Oxley Act of 2002.
Our board of directors serve in a fiduciary capacity to us and have a fiduciary duty to our members. This means that each director must perform his or her duties in good faith and in a manner that each director considers to be in our best interest and in the best interests of the members. Our board of directors has a fiduciary responsibility for the safekeeping and use of all of our funds and assets and will not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of us.
Directors and Executive Officers
The following table sets forth certain information regarding our directors and executive officers. The biographical descriptions for each director include the specific experience, qualifications, attributes and skills that led to the conclusion by our board of directors that such person should serve as a director.
| Name | Age | Position(s) Held with Us | Director/Executive Officer Since | |||
| David Sher | 53 | Director | 2012 | |||
| Charles Wheeler | 56 | Chief Executive Officer, President, and Director | 2012 | |||
| Richard C. Butt | 61 | Chief Financial Officer | 2014 | |||
| Kathleen Cuocolo | 65 | Independent Director | 2013 | |||
| Robert Herriott | 47 | Independent Director | 2013 | |||
| David M. Kastin | 49 | Independent Director | 2013 |
David Sher has been a board member since our inception in December 2012. Mr. Sher has served as Chief Executive Officer and a Senior Managing Director of GCM and Greenbacker Group LLC since August 2012 (having previously served as a Managing Director of Greenbacker Group LLC since February 2011), as well as a member of GCM’s investment committee. He has also served as Chief Executive Officer and as a director of GREC since November 2011. Prior to joining our company, Mr. Sher was a senior adviser at Prospect Capital Corporation, a mezzanine debt and private equity firm that manages a publicly traded, closed-end, dividend-focused investment company, from June 2009 to January 2011. Prior to joining Prospect Capital, Mr. Sher was a serial entrepreneur founding a number of ventures in the financial services and brokerage industry. In 2002, Mr. Sher was a founder and Managing Director of ESP Technologies, a leading provider of financial software and services to institutional asset managers and hedge funds. In May of 2007, that company was sold to a group of investors. Prior to co-founding ESP, Mr. Sher was a founder and CEO of an online brokerage company, ElephantX dot com Inc. Additionally, in September 1997, he co- founded, developed and managed Lafayette Capital Management LLC, a statistical arbitrage hedge fund. Mr. Sher also spent six years at Bear Stearns where he developed trading ideas and strategies for correspondent clearing customers from 1991 to 1997.
Mr. Sher holds a Masters of International Affairs from Columbia University and Bachelor of Arts in Political Science from Rutgers University. Mr. Sher is the brother of Robert Sher.
Mr. Sher was selected to serve as a director because he is our advisor’s Chief Executive Officer and has over 20 years of executive experience in various areas, having previously served as founder and CEO of several companies, including two broker-dealers. He has substantial private equity and investing experience involving originated loan transactions, including serving as a senior adviser at Prospect Capital Corporation, a publicly traded business development company (NASDAQ: PSEC). He also has experience working in the renewable energy sector, including a transaction involving the proposed sale of a 28MW biomass power plant to a private equity firm. David Sher is the brother of Robert Sher, a Managing Director of GCM.
Charles Wheeler has served as our Chief Executive Officer, President, and as a board member since our inception in December 2012. Mr. Wheeler has also served as a Senior Managing Director of GCM and Greenbacker Group LLC since August 2012 (having previously served as a Managing Director of Greenbacker Group LLC since August 2011), and as President and a director of GREC since November 2011. Mr. Wheeler is a veteran of the investment banking industry having spent 24 years, from 1987 to January 2011, with the Macquarie Group, one of Australia’s leading investment banks. During that time, Mr. Wheeler held several senior positions with the Macquarie Group, including Head of Financial Products for North America from 2007 to January 2009 and Head of Renewables for North America from September 2007 to December 2010. From 1998 to August 2007, Mr. Wheeler was a Director of the Financial Products Group at Macquarie in Australia with responsibility for the development, distribution and ongoing management of a wide variety of retail financial products, including Real Estate Investment Trusts (“REITs”), infrastructure bonds, international investment trusts and diversified domestic investment trusts. Prior to joining Macquarie, Mr. Wheeler was a tax manager with Touche Ross & Co. in Australia (which was merged into KPMG in Australia).
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Mr. Wheeler holds a Bachelor of Economics from Sydney University and is a member of the Institute of Chartered Accountants of Australia.
Mr. Wheeler was selected to serve as a director because he is our Chief Executive Officer and has significant knowledge of, and relationships within, the project and structured finance industry and the renewable energy sector due to his numerous positions with the Macquarie Group. Mr. Wheeler also brings his extensive background in project and structured finance to bear on the renewables sector. He has experience working in the solar and wind energy sectors while at Macquarie, including a transaction involving the purchase and subsequent management of a large portfolio of distributed solar assets located in California, the consideration of several proposals to invest equity into solar thermal power plants across the Southwest, the acquisition of a wind developer in Texas, and the evaluation of numerous wind development opportunities across Canada and the United States. Furthermore, during his tenure at Macquarie, Mr. Wheeler participated in several other renewable energy resource transactions, including a proposal to invest equity into a significant unlisted geo-thermal developer based in Nevada.
Richard C Butt has served as our Chief Financial Officer since April 2014. Mr. Butt has held a variety of senior management positions for global investment and financial institutions. Most recently, from July 2012 to August 2013, he served as President and Chief Executive Officer of P3 Global Management LLC, a firm focused on investing in municipal infrastructure assets. From August 2006 to January 2011, he served as President of Macquarie Capital Investment Management LLC., with offices in New York and Sydney, Australia, responsible for administration, operations, finance, compliance, treasury, marketing, business operations and FX/cash management for portfolios domiciled in North America, Australia, Asia, Europe and the Caribbean. In addition, Mr. Butt served as Chief Financial and Accounting Officer for Macquarie Global Infrastructure Fund, a New York Stock Exchange listed closed end fund (NYSE: MGU). Prior to joining Macquarie, Mr. Butt served as President of Refco Alternative Investments LLC and Refco Fund Holdings LLC, the commodity pool businesses associated with Refco, Inc., from January 2003 to August 2006. In this capacity, Mr. Butt was responsible for the initial development and ongoing operations of numerous public and private commodity pools. During the period from1990 through 2003, he served in various operational and financial capacities with multiple mutual / hedge fund third party administration firms. Earlier in his career, he served as Vice President at Fidelity Investments, where he was responsible for fund accounting and financial reporting for all equity and global mutual funds. Mr. Butt is a Certified Public Accountant previously working at major accounting firms such as PricewaterhouseCoopers LLP, from July 1978 to July 1984, where he was an Audit Manager, and KPMG from December 1994 to October 1996, where he was a Director in their financial services consulting practice. Mr. Butt holds a Bachelor’s degree in Management Science from Duke University.
Kathleen Cuocolo, an independent director since July 2013, is currently President of Syntax, LLC, a company that has created a new class of equity indices – Syntax Stratified Indices. She is responsible for overseeing the business and infrastructure development at Syntax of a family of Stratified IndicesTM and Stratified FundsTM Ms. Cuocolo was formerly Managing Director, Head of Global ETF Accounting and Administration at Bank of New York Mellon from April 2008 until March 2013. Prior to Bank of New York Mellon, she was President of Cuocolo & Associates from January 2004 through March 2008 where she specialized in board governance services. From September 1982 through July 2003, Ms. Cuocolo served as Executive Vice President of State Street Corporation where she was also Head of US Fund Administration Services and the founder of Exchange Traded Fund Services. In addition, Ms. Cuocolo has served as an independent director of Guardian Life Mutual Funds from June 2006 through their acquisition by RS Investments in December 2007, Chairperson of Select Sectors SPDR Trust from August 2000 through October 2007, trustee of SPDR Trust from January 1993 through July 2003, President and Director of The China Fund from September 1999 through July 2003 and President of the State Street Master Funds from January 2000 through July 2003. Ms. Cuocolo was selected to serve as an independent director based upon her extensive experience in financial service administration as well as an investor.
Robert Herriott, an independent director since July 2013, founded RBT Public Affairs Group in January of 2009. Mr. Herriott has worked in public affairs since 1994 serving in various political, legislative, and governmental liaison roles. In his capacity with RBT Public Affairs Group, Mr. Herriott has been involved with legislative and regulatory issues concerning FATCA, the Dodd-Frank Act, and Investment Management Operational Due Diligence, among others including Green Energy Initiatives and Healthcare. Prior to forming RBT Public Affairs Group, Mr. Herriott served from January 2007 to April 2009 as an internal advisor to the Toy Industry Association assisting in the legislative and regulatory reform of the industry, and harmonizing manufacturing standards between the United States, China and the European Union.
Mr. Herriott has testified before legislative bodies regarding pending legislation, and spoken throughout the U.S. and internationally on how to interact with government, communication strategy, the U.S. legislative process, and specific industry issues pending before governmental entities. Mr. Herriott continues to advise clients on macro and micro governmental and political risk analysis, as well as reputation management and public affairs campaigns. Mr. Herriot was selected to serve as an independent director based on his extensive experience with legislative and regulatory issues, and with federal government energy initiatives, in particular.
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David M. Kastin has been an independent director since July 2013. He has been Senior Vice President, General Counsel and Corporate Secretary of Vitamin Shoppe, Inc. (NYSE:VSI) since August 2015. From August 2007 thought August 2015, Mr. Kastin was Senior Vice President-General Counsel and Corporate Secretary of Town Sports International Holdings, Inc. (NASDAQ: CLUB). From March 2007 through July 2007, Mr. Kastin was Senior Associate General Counsel and Corporate Secretary of Sequa Corporation, a diversified manufacturer. From March 2003 through December 2006, Mr. Kastin was in-house counsel at Toys “R” Us, Inc., most recently as Vice President — Deputy General Counsel. From 1996 through 2003, Mr. Kastin was an associate in the corporate and securities departments at several prominent New York law firms, including Bryan Cave LLP. From September 1992 through October 1996, Mr. Kastin was a Staff Attorney in the Northeast Regional Office of the U.S. Securities and Exchange Commission. Mr. Kastin was selected to serve as an independent director based on his extensive experience as a legal and strategic advisor to publicly traded companies.
We operate under the direction of our board of directors, a majority of which are independent of us—Kathleen Cuocolo, Robert Herriott and David M. Kastin. Charles Wheeler, who also serves as the President of the company and Senior Managing Director and Chief Investment Officer of our advisor, and David Sher, who also serves as Chief Executive Officer of our advisor, are the other members of our board of directors. No member of our board of directors, including Messrs. Sher and Wheeler, has ever served as an officer or director of the dealer manager, or any of their affiliates.
Committees of the Board of Directors
The entire board of directors considers all major decisions concerning our business. However, our LLC Agreement provides that our board of directors may establish such committees as our board believes appropriate. Our board of directors will appoint the members of the committee in its discretion, provided a majority of the members of the audit committee of our board of directors must be comprised of independent directors. Our board of directors has established an audit committee and adopted a charter for the audit committee that complies with current U.S. federal and NASDAQ rules relating to corporate governance matters. In addition, our board of directors has established a nominating and corporate governance committee, as described below.
Audit Committee
Our audit committee is composed of Kathleen Cuocolo, Robert Herriott, and David M. Kastin, all of whom are independent directors. The audit committee will assist the board of directors in overseeing:
| • | our accounting and financial reporting processes; |
| • | the integrity and audits of our consolidated financial statements; |
| • | our compliance with legal and regulatory requirements; |
| • | the qualifications and independence of our independent auditors; and |
| • | the performance of our internal and independent auditors. |
Kathleen Cuocolo chairs our audit committee and serves as our “audit committee financial expert,” as that term is defined by the SEC.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is composed of Charles Wheeler, David Sher and Robert Herriott. Robert Herriott is the sole independent director on the committee The nominating and corporate governance committee operates pursuant to a charter approved by our board of directors. The charter sets forth the responsibilities of the nominating and corporate governance committee, including making nominations for the appointment or election of independent directors, retirement policies and investment professionals training policies.
Robert Herriott chairs our nominating and corporate governance committee.
ITEM 11. EXECUTIVE COMPENSATION
None of our executive officers will receive any compensation for their service as our executive officers.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this report, information with respect to the beneficial ownership of our shares by:
| • | each person known to us to beneficially own more than 5% of any class the outstanding shares; |
| • | each of our directors, director nominees and named executive officers; and |
| • | all of our directors and executive officers as a group. |
We have issued 23,469 Class A shares to our advisor and 93,191 Class A shares to Greenbacker Group LLC, the parent of our advisor. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no shares subject to options that are currently exercisable or exercisable within 60 days of the offering. Unless otherwise indicated, all shares are owned directly and the indicated person has sole voting and investment power.
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| Percentage | ||||||||
| of all | ||||||||
| Number of Shares | Shares | |||||||
| Beneficially | Issued and | |||||||
| Name and Address1 | Owned | Outstanding | ||||||
| Greenbacker Capital Management LLC2 | 23,469 | 0.2 | % | |||||
| Greenbacker Group LLC | 93,191 | 0.6 | % | |||||
| David Sher | — | — | ||||||
| Charles Wheeler | — | — | ||||||
| Richard C. Butt | — | — | ||||||
| Kathleen Cuocolo | — | — | ||||||
| Robert Herriott | — | — | ||||||
| David Kastin | — | — | ||||||
| All officers and directors as a group (8 persons) | — | — | ||||||
1 Unless otherwise indicated, the address of each beneficial owner is c/o Greenbacker Capital Management LLC, 369 Lexington Avenue, Suite 312, New York, NY 10017.
2 Greenbacker Capital Management LLC, GCM, is a majority-owned subsidiary of Greenbacker Group, LLC. The board of managers of Greenbacker Group, LLC has investment power over the Class A shares held by GCM, including the power to dispose, or to direct the disposition, of such shares. The following individuals are the members of the board of managers of Greenbacker Group, LLC: David Sher and Charles Wheeler.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Our board of directors oversees our management. However, we have entered into the advisory agreement with our advisor, GCM, pursuant to which GCM is responsible for managing us on a day-to-day basis and identifying and making investments on our behalf. GCM is a joint venture between Greenbacker Group LLC and Strategic Capital Advisory Services, LLC, or Strategic Capital, an affiliate of our dealer manager, SC Distributors, and certain of our directors and/or officers. Strategic Capital, an affiliate of our dealer manager, SC Distributors, which owns a 25% interest in our advisor, generally provides to us, on behalf of our advisor, certain non-investment advisory services, including but not limited to formation services related to our company and the structure of our organization, financial and strategic planning advice and analysis, overseeing the development of marketing materials, selecting and negotiating with third party vendors and other administrative and operational services. The non-managing member exercises no control or influence over our investment, asset management or accounting functions or any other aspect of our management or operations. In connection with providing such services, Greenbacker Group LLC has paid Strategic Capital an aggregate of $1,250,000 in fees. We have reimbursed such fees in connection with our obligation to reimburse our advisor and its affiliates for certain organization and offering expenses incurred by them on our behalf, subject to the limitation that such reimbursements would not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by us to exceed 15% of gross offering proceeds as of the date of reimbursement.
Through each of their ownership interests in Greenbacker Group LLC, Charles Wheeler, our Chief Executive Officer and a member of our board of directors, and David Sher, a member of our board of directors, indirectly own an 11.00 % and 7.16 % interest, respectively, in our advisor. In addition, several of our officers and directors, including Messrs. Sher and Wheeler, are officers of our advisor. As a result, the advisory agreement between us and our advisor was negotiated between related parties, and its terms, including fees and other amounts payable, may not be as favorable to us as if they had been negotiated with unaffiliated third parties.
Except for the advancement of funds pursuant to certain indemnification provisions of our LLC Agreement, no loans, credit facilities, credit agreements or otherwise will be made by us to our advisor or any of its affiliates. Our advisor, SC Distributors and their affiliates will receive the compensation described herein.
Our advisor’s services under the advisory agreement will not be exclusive, and it may furnish the same or similar services to other entities, including businesses that may directly or indirectly compete with us, so long as its services to us are not impaired by the provision of such services to others, and provided that the advisor notify us prior to being engaged to serve as an adviser to a fund or another company having a similar investment strategy.
With respect to our renewable energy, energy efficiency and sustainability investments, our advisor does not currently target similar investment opportunities for other clients. This may change in the future, however.
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We have entered into license agreements with Greenbacker Group LLC, pursuant to which it has agreed to grant us a non-exclusive, royalty-free license to use the name “Greenbacker Renewable Energy Company LLC.” In addition, we have entered into an administration agreement with Greenbacker Administration, pursuant to which the Administrator will provide us with administrative services and will receive the compensation from us for its services. As of the date hereof, Greenbacker Administration has delegated certain of its administrative functions to U.S Bancorp Fund Services, LLC as well as accounting for certain of our investments to independent firm which provides outsourced bookkeeping and accounting services. While Greenbacker Administration performs a majority of asset management, accounting and oversight services for the company’s investments, it is anticipated that Greenbacker Administration will continue to delegate the majority of certain administrative functions for GREC and the LLC.
. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Audit Committee has appointed KPMG as our independent registered public accounting firm for the fiscal years ending December 31, 2016 and 2015.
Fees Incurred for KPMG LLP
The following table shows the fees invoiced for audit and other services provided by KPMG for fiscal 2016 and 2015.
| 2016 | 2015 | |||||||
| Audit Fees(1) | $ | 290,848 | $ | 257,000 | ||||
| Audit-Related Fees(2) | 23,008 | 5,770 | ||||||
| Tax Fees(3) | 68,099 | 30,500 | ||||||
| All Other Fees(4) | 8,063 | — | ||||||
| Total | $ | 390,018 | $ | 293,270 | ||||
The Audit Committee has approved all of the services and fees listed in the previous table.
The Audit Committee has delegated to the chair of the Audit Committee the authority to pre-approve audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees up to a maximum for any one service of $25,000 provided that the chair shall report any decisions to pre-approve services and fees to the full Audit Committee at its next regular meeting.
(1) Audit fees represent fees for professional services provided in connection with the audit of our consolidated financial statements and review of our quarterly consolidated financial statements and audit services provided in connection with our quarterly and annual statutory or regulatory filings.
(2) Audit-related fees consisted of all fees associated with statutory and regulatory filings other than our quarterly and annual statutory and regulatory filings, such as fees to issue consents for our filing of prospectuses.
(3) Tax fees consisted of tax compliance fees.
(4) Other fees billed in the reporting periods for products and services provided by the KPMG, included consents for the company’s audited financial statements to be included in various SEC filings.
KPMG has not provided services and charged fees to our advisor or entities that are controlling, controlled by, or under common control with our advisor.
ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2016 (and are numbered in accordance with Item 601 of Regulation S-K).
| (a) | Documents Filed as Part of this Report |
| (1) | The following consolidated financial statements are set forth in Item 8: |
| • | Report of Independent Registered Public Accounting Firm |
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| • | Consolidated Statements of Assets and Liabilities as of December 31, 2016 and 2015 |
| • | Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 |
| • | Consolidated Statements of Changes in Net Assets for the years ended December 31, 2016, 2015 and 2014 |
| • | Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015 and for the period from Commencement of Operations (April 25, 2014) through December 31, 2014 |
| • | Consolidated Schedules of Investments as of December 31, 2016 and 2015 |
| • | Notes to the Consolidated Financial Statements |
| (2) | Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto in Item 8 of this annual report. |
| (b) | Exhibits |
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the Securities and Exchange Commission:
| 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 Pre-Effective Amendment No. 1 to the 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 dated June 27, 2014 (Incorporated by reference from Exhibit 3.2 of the Registrant’s Form 10-K (File No. 333-178786-01) filed on March 20, 2015) | |
| 10.1 * | Form of Participating Broker-Dealer Agreement between SC Distributors, LLC and the participating dealers (Incorporated by reference from Exhibit 10.1 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) | |
| 10.2 * | Amended and Restated Advisory Agreement between Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management LLC dated October 9, 2013 (Incorporated by reference from Exhibit 10.2 of the Registrant’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-178786-01) filed on October 9, 2013) | |
| 10.3 * | Form of Dealer Management Agreement by and among Registrant, Greenbacker Capital Management LLC and SC Distributors, LLC (Incorporated by reference from Exhibit 10.3 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) | |
| 10.4 * | Form of Administration Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Administration, LLC (Incorporated by reference from Exhibit 10.5 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) | |
| 10.5 * | Form of Expense Assumption and Reimbursement Agreement by and among Registrant, Greenbacker Renewable Energy Corporation and Greenbacker Capital Management, LLC (Incorporated by reference from Exhibit 10.6 of the Registrant’s Form 10-Q (File No. 333-178786-01) filed on August 11, 2014) | |
| 14.1* | Greenbacker Renewable Energy Company LLC Code of Ethics (Incorporated by reference from Exhibit 14.1 of the Registrant’s Form 8-K (File No. 333-178786-01) filed on December 9, 2014) | |
| 21.1** | List of Subsidiaries |
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None
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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: March 8, 2017 | By | /s/ Charles Wheeler |
| Charles Wheeler | ||
| Chief Executive Officer and Director | ||
| (Principal Executive Officer) | ||
| Greenbacker Renewable Energy Company LLC | ||
| Date: March 8, 2017 | 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 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Charles Wheeler | Chairman, Chief Executive Officer and Director | March 8, 2017 | ||
| Charles Wheeler | (Principal Executive Officer) | |||
| /s/ Richard C. Butt | Chief Financial Officer, Chief Investment Officer, Chief | March 8, 2017 | ||
| Richard C. Butt | Compliance Officer and Director | |||
| (Principal Financial and Accounting Officer) |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Charles Wheeler and Richard C. Butt, respectively, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
| /s/ David Sher | Director | March 8, 2017 | ||
| David Sher | ||||
| /s/ Kathleen Cuocolo | Director | March 8, 2017 | ||
| Kathleen Cuocolo | ||||
| /s/ Robert Herriott | Director | March 8, 2017 | ||
| Robert Herriott | ||||
| /s/ David M. Kastin | Director | March 8, 2017 | ||
| David M. Kastin |
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