EX-99.9 15 tm2526385d1_ex99-9.htm EXHIBIT 99.9

 

Exhibit 99.9

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES

 

Condensed Consolidated Financial Statements

 

As of June 30, 2025 and December 31, 2024,

 

For the three and six months ended June 30, 2025 and June 30, 2024

 

(Unaudited)

 

 

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Consolidated Balance Sheets
(Unaudited) 

(In thousands)

 

   June 30, 2025   December 31, 2024 
Assets          
Current assets:          
Restricted cash  $22,167   $18,825 
Accounts receivable and affiliates   23,807    12,848 
Inventory   36,694    33,865 
Prepaid expenses   14,590    15,481 
Assets from risk management activities   65,673    44,254 
Other current assets   213    149 
Total current assets   163,144    125,422 
           
Property, plant, and equipment   735,403    732,820 
Accumulated depreciation   (51,557)   (38,918)
Property, plant, and equipment, net   683,846    693,902 
           
Assets from risk management activities, long term   54,962    27,803 
Total assets  $901,952   $847,127 
           
Liabilities and Member's Equity          
           
Current liabilities:          
Short term debt  $6,500   $- 
Current portion of long-term debt   9,222    - 
Accounts payable and accrued expenses   43,009    28,993 
Accounts payable - affiliate   603    603 
Liabilities from risk management activities   65,375    35,611 
Total current liabilities   124,709    65,207 
           
Long term debt   632,012    - 
Liabilities from risk management activities, long term   46,146    14,795 
Asset retirement obligations   2,087    2,006 
Deferred Taxes   499    354 
Total liabilities   805,453    82,362 
           
Member's equity   96,499    764,765 
Total liabilities and member's equity  $901,952   $847,127 

 

See accompanying notes to the interim condensed consolidated financial statements

 

2 

 

 

LINEBACKER POWER FUNDING, LLC

(A Delaware Limited Liability Company)

AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

(In thousands) 

 

   Three months ended   Six months ended   Three months ended   Six months ended 
   June 30, 2025   June 30, 2025   June 30, 2024   June 30, 2024 
Revenues:                    
                     
Energy revenues  $71,582   $160,958   $86,520   $144,771 
Gain on risk management activities   76,009    61,639    22,896    56,025 
Total revenues   147,591    222,597    109,416    200,796 
                     
Operating expenses:                    
Fuel and transportation   51,322    125,641    36,985    80,917 
Loss on risk management activities   22,910    7,609    2,697    10,539 
Operating and maintenance   33,608    56,098    19,321    34,101 
General and administrative   1,275    2,541    1,665    3,080 
Depreciation   6,324    12,639    6,286    12,551 
Accretion   41    81    38    75 
Total operating expenses   115,480    204,609    66,992    141,263 
                     
Operating income   32,111    17,988    42,424    59,533 
                     
Interest expense, net   (3,199)   (3,129)   (10,398)   (21,938)
Income before income taxes   28,912    14,859    32,026    37,595 
                     
Income tax expense   653    748    (119)   1,685 
                     
Net income  $28,259   $14,111   $32,145   $35,910 

 

See accompanying notes to the interim condensed consolidated financial statements

 

3 

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Consolidated Statements of Member's Equity

(Unaudited) 

(In thousands)

 

   Total 
   member's 
   equity 
Balances at December 31, 2023  $502,056 
      
Net income (loss)   191,565 
Capital contribution   389,104 
Distributions   (317,960)
Balances at December 31, 2024  $764,765 
      
Balances at March 31, 2025  $703,962 
      
Net income (loss)   28,259 
Capital contribution   5,541 
Distributions   (641,263)
Balances at June 30, 2025  $96,499 
      
Balances at December 31, 2024  $764,765 
      
Net income (loss)   14,111 
Capital contribution   11,525 
Distributions   (693,902)
Balances at June 30, 2025  $96,499 
      
Balances at March 31, 2024  $315,420 
      
Net income (loss)   32,145 
Balances at June 30, 2024  $347,565 
      
Balances at December 31, 2023  $502,056 
      
Net income (loss)   35,910 
Capital contribution   825 
Distributions   (191,226)
Balances at June 30, 2024  $347,565 

 

See accompanying notes to the interim condensed consolidated financial statements

 

4 

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Consolidated Statements of Cash Flows 

(Unaudited) 

(In thousands)

 

   Three months ended   Six months ended   Three months ended   Six months ended 
   June 30, 2025   June 30, 2025   June 30, 2024   June 30, 2024 
Cash flows from operating activities:                    
Net income  $28,259   $14,111   $32,145   $35,910 
Adjustments to reconcile net income to net cash used                    
in operating activities:                    
Depreciation   6,324    12,639    6,286    12,551 
Amortization of deferred financing cost   245    245    532    7,636 
Deferred taxes   370    145    -    (35)
Accretion   40    81    38    76 
Risk management activities   (26,315)   12,537    10,774    32,160 
Change in assets and liabilities:                    
Increase in accounts receivable   (20,995)   (10,959)   (25,111)   (25,477)
Decrease (increase) in inventory and capital spares   (4,680)   (4,963)   921    3,032 
Increase in prepaid expenses   1,119    891    (1,718)   (6,562)
Increase in other current assets   (37)   (64)   (2,070)   (2,070)
Decrease in accounts payable - affiliate   -    -    300    (51)
Increase in accounts payable and accrued expenses   24,027    14,016    5,364    4,019 
Decrease in accrued interest   -    -    (263)   - 
Net cash provided by (used in) operating activities   8,357    38,679    27,198    61,189 
                     
Cash flows from investing activites:                    
Capital expenditures   (292)   (449)   (781)   (1,551)
Net cash used in investing activities   (292)   (449)   (781)   (1,551)
                     
Cash flows from financing activities:                    
Proceeds from issuance of short term debt   6,500    6,500    -    2,000 
Principal payments on short term debt   -    -    (2,000)   (2,000)
Proceeds from issuance of long term debt   650,000    650,000    -    150,000 
Principal payments on long term debt   -    -    (1,499)   (2,500)
Debt issuance costs   (9,011)   (9,011)   -    (4,277)
Capital contributions   5,541    11,525    -    825 
Distributions   (641,263)   (693,902)   -    (191,226)
Net cash (used in) provided by financing activities   11,767    (34,888)   (3,499)   (47,178)
Net change in restricted cash   19,832    3,342    22,918    12,460 
Restricted cash, beginning of period   2,335    18,825    8,101    18,559 
Restricted cash, end of period  $22,167   $22,167   $31,019   $31,019 
Supplemental disclosure of cash flow information:                    
Cash paid for interest  $2,959   $2,959   $10,219   $16,485 

 

See accompanying notes to the interim condensed consolidated financial statements

 

5 

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

(1)Organization

 

Linebacker Power Funding, LLC (the Company), a Delaware limited liability company, was formed on April 18, 2023 to own and finance three natural gas-fired plants (the Generation Facilities), providing 2,020 megawatts of power in the Electric Reliability Council of Texas, Inc (ERCOT). The Company is owned by Linebacker Power Holdings, LLC (Holdings). Holdings is wholly-owned by Linebacker Power, LLC (Linebacker). Linebacker is owned by LS Power Equity Partners IV, LP (Equity Partners).

 

On October 3, 2024, the interests in the Company were contributed to Thunder Generation Funding, LLC (Thunder), a limited liability company formed on June 26, 2024.

 

On May 12, 2025, a definitive purchase and sale agreement was executed with NRG Energy, Inc. for the sale of the Company. The transaction is subject to customary closing conditions and regulatory approvals.

 

These condensed consolidated financial statements reflect the three months and six months ended June 30, 2025 and June 30, 2024.

 

The Generation Facilities owned by the Company are described below:

 

           Year    
Entity  Location   Size   operational   Type
Jack County Power, LLC  Jacksboro, TX   1,237 MW   2005-2011   Combined Cycle
Johnson County Power, LLC  Cleburne, TX   266 MW   1997-2005   Combined Cycle
R.W. Miller Power, LLC  Palo Pinto, TX   517 MW   1968-1994   Simple & Combined Cycle

 

(2)Summary of Significant Accounting Policies

 

(a)Basis of Presentation

 

The interim condensed consolidated financial statements of Linebacker Power Funding, LLC have been prepared by us, without audit, in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted as permitted by such rules and regulations. All normal recurring adjustments have been included, and intercompany transactions have been eliminated in the interim condensed and consolidated financial statements. Management believes the disclosures are adequate to present fairly the financial position, results of operations, and cash flows at the dates and for the periods presented. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes for the year ended December 31, 2024, and December 31, 2023. Results for interim periods are not necessarily indicative of those to be expected for the fiscal year.

 

These condensed consolidated financial statements and notes reflect the Company’s evaluation of events occurring subsequent to the condensed consolidated balance sheets date through August 15, 2025, the date the condensed consolidated financial statements were issued.

 

 6(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

(b)Use of Estimates

 

Management makes estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities and reported amounts of revenues and expenses to prepare the condensed consolidated financial statements in conformity with U.S. GAAP. The most significant of these estimates and assumptions relate to the valuation of acquired assets, derivative instruments, and asset retirement obligations. Actual results could differ materially from those estimates.

 

(c)Restricted Cash

 

Restricted cash consists of amounts that are restricted under the terms of certain financing agreements from transfer or dividend until such time as certain conditions are met. Such restricted cash is used primarily for operating expenses and debt service.

 

(d)Income Taxes

 

The Company has been organized as a limited liability company and is treated as a disregarded entity for federal and state income tax purposes. Therefore, no federal and state income taxes other than Texas Gross Margin Tax (Margin Tax) are assessed at the entity level. Deferred taxes recorded on the accompanying balance sheets arise from Gross Margin Tax temporary differences associated with unrealized gains and losses on the Company’s energy risk management activities.

 

The Company, in accordance with ASC 740, Income Taxes, performs the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are ‘‘more likely than not’’ of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would be derecognized and recorded as a tax benefit or expense in the current period. However, the Company’s conclusions regarding these uncertain tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analysis of tax laws, regulations and interpretations thereof.

 

(3)Select Balance Sheet Information

 

(a)Inventory

 

As of June 30, 2025, fuel oil was $12.1 million, natural gas was $4.6 million and spare parts inventory was $20.0 million. As of December 31, 2024, fuel oil was $12.7 million, natural gas was $3.0 million and spare parts inventory was $18.2 million.

 

(b)Property, Plant and Equipment

 

Property, plant and equipment are stated at cost, less accumulated depreciation. As of June 30, 2025, and June 30, 2024, Property, plant and equipment, net consisted of the following (in thousands):

 

 7(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

   June   December 
   30, 2025   31, 2024 
Plant and equipment  $730,610   $728,206 
Land   2,700    2,700 
Computer software and hardware   1,914    1,914 
Office furniture & fixtures   151    - 
Vehicles   28    - 
Total property, plant and equipment   735,403    732,820 
Accumulated depreciation   (51,557)   (38,918)
Property, plant and equipment, net  $683,846   $693,902 

 

For each of the three and six months periods ended June 30, 2025 and 2024, depreciation expense for property, plant and equipment was $6.3 million and $12.6 million, respectively.

 

(c)Asset Retirement Obligation

 

As of June 30, 2025 and December 31, 2024, the Company had a liability of $2.1 million and $2.0 million, respectively, for asset retirement obligations on the accompanying condensed consolidated balance sheets to provide for the future removal and disposal of hazardous waste from the Generation Facilities. For the three month and six month period ended June 30, 2025, Accretion expense was $41 thousand and $81 thousand, respectively. For the three month and six month period ended June 30, 2024, Accretion expense was and $38 thousand and $75 thousand, respectively.

 

(4)Facility and Contract Commitments

 

(a)Energy Management Agreement

 

For the three month and six month period ended June 30, 2025, the Company incurred costs under the Energy Management Agreements (EMAs) of $300 thousand and $600 thousand respectively and for the three month and six month period ended June 30, 2024, the Company incurred costs under the EMAs of $300 thousand and $600 thousand, respectively, which are recorded under General and administrative expenses in the accompanying condensed consolidated statements of operations. The characteristics and details of the EMAs remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.

 

(b)Operation and Maintenance Agreement

 

For the three month and six month period ended June 30, 2025, the Company incurred fixed costs under the operation and maintenance agreements of $380 thousand and $793 thousand, respectively, which are recorded under General and administrative expenses, and incurred $4.2 million and $8.7 million, respectively, of other labor costs, which are recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and six month period ended June 30, 2024, the Company incurred fixed costs under the operation and maintenance agreements of 423 thousand and $805 thousand, respectively, which are recorded under General and administrative expenses, and incurred $4.1 million and $8.2 million, respectively, of other labor costs, which are recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.

 

 8(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

(c)Gas Transportation and Storage Agreements

 

For the three month and six month period ended June 30, 2025, the Company incurred costs of $5.8 million and $11.2 million respectively, and for the three month and six month period ended June 30, 2024, the Company incurred costs of $3.9 million and $8.1 million respectively, under the gas transportation and storage agreements, which are reflected as a component of Fuel and transportation expenses on the accompanying condensed consolidated statements of operations. As of June 30, 2025 and June 30, 2024, the Company has $2.9 million and $1.8 million, respectively, in LOCs outstanding related to the gas transportation and storage agreements. The characteristics and details of these agreements remain consistent with those disclosed in the annual financial statements for the year ended December 31, 2024, with no material updates during the interim period.

 

(d)Electric Interconnection Agreement

 

The Company has an interconnection agreement with ERCOT to connect the Generation Facilities to the electrical power grid.

 

(e)Long Term Service Agreement

 

Johnson and Siemens Energy, Inc. (Siemens) are parties to a long-term service agreement (Johnson LTSA) which provides outage procedures, program management services, and other maintenance services and parts for the covered units. The Johnson LTSA expires on December 31, 2040. The quarterly variable payments under the Johnson LTSA are deferred as prepaid expenses until the planned outage maintenance occurs, at which time, the cost of the planned maintenance outage will be expensed. The Company also pays an annual fixed fee subject to escalation, which is expensed.

 

For the three month and six month period ended June 30, 2025, the Company made prepayments under the Johnson LTSA of $146 thousand and $574 thousand, respectively. For the three month and six month period ended June 30, 2024, the Company made prepayments under the Johnson LTSA of $389 thousand and $508 thousand, respectively. For both the three month and six month period ended June 30, 2025, the Company expensed $2.6 million related to the Johnson LTSA, recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and six month period ended June 30, 2024, the Company expensed $44 thousand and $89 thousand, respectively, related to the Johnson LTSA. The cumulative payments made have exceeded the cumulative costs and accordingly the net excess is reflected as a component of Prepaid expenses in the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024, in the amounts of $146 thousand and $2.1 million, respectively.

 

 9(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

Jack and GE International (GE) are parties to a long-term service agreement (Jack LTSA) which provides certain maintenance services and parts for the covered units. The Jack LTSA expires on December 31, 2033. The quarterly variable payments under the Jack LTSA are deferred as prepaid expenses until the planned outage maintenance occurs, at which time, the cost of the planned maintenance outage will be expensed. The Company also pays an annual fixed fee subject to escalation, which is expensed.

 

For the three month and six month period ended June 30, 2025, the Company made prepayments under the Jack LTSA of $983 thousand and $1.9 million, respectively. For the three month and six month period ended June 30, 2024, the Company made prepayments under the Jack LTSA of $ 966 thousand and $2.0 million, respectively. For the three month and six month period ended June 30, 2025, the Company expensed $157 thousand and $315 thousand, respectively, related to the Jack LTSA, recorded under Operating and maintenance expenses in the accompanying condensed consolidated statements of operations. For the three month and six month period ended June 30, 2024, the Company expensed $157 thousand and $315 thousand, respectively, related to the Jack LTSA. The cumulative payments made have exceeded the cumulative costs and accordingly the net excess is reflected as a component of Prepaid expenses in the accompanying consolidated balance sheets as of June 30, 2025 and December 31, 2024, in the amounts of $8.2 million and $6.3 million, respectively.

 

(5)Financing Arrangements

 

The company’s financing arrangements consisted of the following as of June 30, 2025 (in thousands):

 

Loan agreement  June 30, 2025 
Senior secured notes  $650,000 
Revolving facility   6,500 
Total debt principal   656,500 
Less: unamortized debt issuance and deferred financing costs   (8,766)
Total debt   647,734 
Less: current portion   (9,222)
Less: Short term debt   (6,500)
Long term debt   632,012 

 

(a)Credit Agreement

 

On June 29, 2023 the Company executed a credit agreement with a group of lenders (the Credit Agreement). The Credit Agreement consists of the following:

 

a)a $390 million term facility (Term Loan)

 

b)a $35 million revolving facility (Revolving Facility)

 

 10(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

c)a $45 million Letter of Credit facility (LC Facility)

 

On October 3, 2024, the Company received a capital contribution of $389.1 million from Thunder. This capital contribution was specifically designated for and utilized in the repayment of the Company’s outstanding Term Loan, at which time the Credit Agreement was terminated.

 

(b)New Credit Agreement

 

On June 9, 2025, the Company entered into a credit agreement (the New Credit Agreement) with a group of lenders. The New Credit Agreement consists of the following:

 

(a)a $650 million term loan (New Term Loan),

 

(b)a $50 revolving facility (New Revolving Facility),

 

(c)a $50 million Letter of Credit facility (New LC Facility)

 

The interest rates in effect as of June 30, 2025 for the New Revolving Facility was 7.5%.

 

The amortization of the debt issuance and deferred financing costs is reflected as a component of interest expense, net on the accompanying condensed consolidated statements of operations. For both the three and six months ended June 30, 2025, amortization of these costs totaled $245 thousand.

 

As of June 30, 2025, a LOC was issued in the amount of $30.1 million. This LOC satisfies the debt service reserve requirement.

 

As of June 30, 2025, the Company had $43.5 million available under the New Revolving Facility.

 

(6)Derivative Instruments and Hedging Activities

 

The Company enters into interest rate swaps to reduce its exposure to market risks from changing interest rates and commodity derivatives to reduce its exposure to market fluctuations of energy and natural gas prices. The Company is a party to the following derivative instruments:

 

(a)Commodity Derivatives

 

The Company entered into various energy related derivatives to manage the commodity price risk associated with power revenues and fuel costs, including:

 

a)Power Swap Contracts which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk associated with changes in the ERCOT power prices.

 

 11(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

b)Gas Swap Contracts which require payments to or from counterparties based upon the difference between the contract and the market price for a predetermined notional amount. These contracts are used to manage commodity price risk at multiple delivery points associated with changes in fuel prices.

 

Fair Value Measurements

 

The following tables set forth by level within the fair value hierarchy the assets and liabilities of the Company that were accounted for at fair value on a recurring basis as of June 30, 2025 and June 30, 2024. These assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The three levels of the fair value hierarchy defined by ASC 820 are as follows:

 

·Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

 

·Level 2 – Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and agreement prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

 

·Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The following table presents assets and liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets and their level within the fair value hierarchy as of June 30, 2025 and December 31, 2024 (in thousands):

 

   Fair value as of June 30, 2025 
   Level 1   Level 2   Level 3   Total 
Commodity Derivatives- assets  $-    120,635    -    120,635 
Commodity Derivatives- liabilities   -    (111,521)   -    (111,521)
Derivative Instruments assets (net)  $-    9,114    -    9,114 

 

 12(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

   Fair value as of December 31, 2024 
   Level 1   Level 2   Level 3   Total 
Commodity Derivatives- assets  $-    72,057    -    72,057 
Commodity Derivatives- liabilities   -    (50,406)   -    (50,406)
Derivative Instruments assets (net)  $-    21,651    -    21,651 

 

For the period ended June 30, 2025 and for the period ended December 31, 2024, the Company did not have any transfers between Levels 1, 2, or 3.

 

The following tables present information concerning the impact of derivative instruments on the accompanying condensed consolidated balance sheet and condensed consolidated statement of operations.

 

Impact of Derivative Instruments on the Accompanying Condensed Consolidated Balance Sheet

 

The following table presents the classifications and fair value of derivative instruments on the accompanying condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 (in thousands):

 

      June 30,   December 31, 
   2025   2024 
Derivatives not designated as hedging activities:          
Commodity derivatives  Assets from risk-management activities - short term  $65,673    44,254 
Commodity derivatives  Assets from risk-management activities - long term   54,962    27,803 
Commodity derivatives  Liabilities from risk-management activities - short term   (65,375)   (35,611)
Commodity derivatives  Liabilities from risk-management activities - long term   (46,146)   (14,795)
Total derivatives not designated as hedging activities   9,114    21,651 
Total derivatives, net asset     $9,114    21,651 

 

Impact of Derivative Instruments on the Accompanying Condensed Consolidated Statements of Operations

 

The following table presents the classification and amount of the gains and losses on derivative instruments in the accompanying condensed consolidated statements of operations for the period ended June 30, 2025 and for the period ended June 30, 2024.

 

The impact of derivative instruments that have not been designated as hedging instruments (in thousands):

 

 13(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

      Amount of gain (loss) in income on 
      derivatives 
   Location of gain (loss) recognized  Three-months ended   Six-months ended 
Instrument  in income on derivatives  June 30, 2025   June 30, 2025 
Derivatives not designated as hedges           
Commodity derivatives - power  Gain on risk management activities  $76,009    61,639 
Commodity derivatives - gas  Loss on risk management activities   (22,910)   (7,609)
Total net gain in income on derivatives     $53,099    54,030 

 

      Amount of gain (loss) in income on 
      derivatives 
   Location of gain (loss) recognized  Three-months ended   Six-months ended 
Instrument  in income on derivatives  June 30, 2024   June 30, 2024 
Derivatives not designated as hedges           
Commodity derivatives - power  Gain on risk management activities  $22,896    56,025 
Commodity derivatives - gas  Loss on risk management activities   (2,697)   (10,539)
Interest rate swap  Interest expense net   14    1,072 
Total net gain in income on derivatives     $20,213    46,558 

 

 14(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

Offsetting of Derivative Assets and Liabilities

 

The Company has not elected to present derivative assets and liabilities on the balance sheet by offsetting amounts that could be netted pursuant to agreements with the Company’s counterparties.

 

The following tables present the gross and net derivative assets and liabilities and shows the effect if the offsetting amounts were shown net pursuant to agreements with the Company’s counterparties on the accompanying condensed consolidated balance sheets for the period ended June 30, 2025 and for the period ended December 31, 2024 (in thousands):

 

   Gross amounts         
   not offset in   Offsetting amounts     
   financial   of derivative   Net amount 
   statements as of   instruments as of   after offset as of 
   June 30, 2025   June 30, 2025   June 30, 2025 
Assets from risk management activities  $120,635    (61,026)   59,608 
Liabilities from risk management activities   (111,521)   61,026    (50,495)
   $9,114    -    9,114 

 

    Gross amounts           
    not offset in    Offsetting amounts      
    financial    of derivative    Net amount 
    statements as of    instruments as of    after offset as of 
    December 31, 2024    December 31, 2024    December 31, 2024 
Assets from risk management activities  $72,057    (48,099)   23,958 
Liabilities from risk management activities   (50,406)   48,099    (2,307)
   $21,651    -    21,651 

 

 15(Continued)

 

 

LINEBACKER POWER FUNDING, LLC 

(A Delaware Limited Liability Company) 

AND SUBSIDIARIES 

Condensed Consolidated Statements of Cash Flows 

For the three and six months ended June 30, 2025 and June 30, 2024

(Unaudited) 

(In thousands)

 

(7)Related Party Transactions

 

The Company receives certain overhead administrative and management services from an affiliate. These costs are not allocated to the Company. All other costs related to the operation and management of the Generation Facilities are reflected in the accompanying condensed consolidated statements of operations.

 

Certain derivative instruments are entered into by an affiliate on behalf of the Company and have been recorded in the condensed consolidated financial statements of the Company.

 

(8)Member’s Equity

 

Profits, losses, and distributions are allocated in accordance with the provisions of the Company’s Limited Liability Company agreement. For the three months and six months period ended June 30, 2025, the Company made distributions in the amounts of $641.3 million and $693.9 million respectively. For the three months and six months period ended June 30, 2024, the Company made distributions in the amounts of $0 million and $191.2 million respectively, consisting of $0 million and $182.3 million respectively from the financing of the Credit Agreement and $0 million and $8.9 million from excess cash flows from operations. For the three and six months ended June 30, 2025, the Company received contributions of $5.0 million and $11.5 million, respectively. For the three and six months ended June 30, 2024, the Company received contributions of $0 thousand and $825 thousand respectively.

 

(9)Commitments and Contingencies

 

The Company enters into contracts in the ordinary course of business that contain various representations, warranties, indemnifications, and guarantees. Some of the agreements contain indemnities that cover the other party’s negligence or limit the other party’s liability with respect to third-party claims, in which event the Company effectively indemnifies the other party. While there is the possibility of a loss related to such representations, warranties, indemnifications, and guarantees in the contracts and such loss could be significant, the Company considers the probability of loss to be remote.

 

The Company, from time to time, is a party to certain other claims arising in the ordinary course of business. The Company is of the opinion that final disposition of these claims will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

 

 16