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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-3512838
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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111 Speen Street, Suite 410
Framingham, Massachusetts
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01701
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock,
par value $0.0001 per share
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New York Stock Exchange
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Class
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Shares outstanding as of February 28, 2011
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Class A Common Stock, $0.0001 par value per share
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23,293,765
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Class B Common Stock, $0.0001 par value per share
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18,000,000
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Independent Energy Services Companies
— Energy efficiency companies not associated with an equipment manufacturer, utility or fuel company. Most of these companies are small and focus either on a specific geography or specific customer base.
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Utility Affiliated Energy Services Companies
— Companies owned by regulated North American utilities, many of which were traditionally focused on the service territories of their affiliated utilities. Many of these companies have since expanded their geographical markets. Examples include Constellation Energy Projects and Services and ConEdison Solutions.
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Equipment Manufacturers
— Companies owned by building equipment or controls manufacturers. Many of these companies have a national presence through an extensive network of branch offices. Examples include Honeywell, Johnson Controls and Siemens.
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Rising and Volatile Energy Prices.
Over the past decade, energy linked commodity prices, including oil, gas, coal and electricity, have all increased and exhibited significant volatility. From 1999 to 2009, average U.S. retail electricity prices have increased by more than 50%. Over an 18 month period from January 2007 to July 2008, oil prices increased by almost 200%. According to the U.S. Energy Information Administration, or EIA, oil prices are expected to increase by approximately 115% from 2009 to 2035 and electricity prices are expected to increase by approximately six percent annually over the same time period. We believe that rising energy prices combined with significant volatility have resulted in growing demand for energy efficiency measures that reduce energy usage and for sources of renewable energy that can stabilize energy costs.
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Potential of Energy Efficiency Measures to Significantly Reduce Energy Consumption
. According to the EIA, U.S. energy demand is expected to increase nearly twofold from 2010 to 2035 in the absence of any improvements in energy efficiency, but the implementation of energy efficiency measures can significantly reduce energy consumption, as shown below:
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Aging and Inefficient Facility Infrastructure.
Many organizations continue to operate with an energy infrastructure that is significantly less efficient and cost effective than what is currently available through more advanced technologies applied to lighting, heating, cooling and other building systems. As these organizations explore alternatives for renewing their aging facilities, they often identify multiple areas within their facilities that could benefit from the implementation of energy efficiency measures, including the possible use of renewable sources of energy. According to a July 2009 report by McKinsey & Company, increased energy efficiency through facility renewal of government buildings, community infrastructure and existing homes in the United States represents a $76 billion market opportunity through 2020, and could result in energy savings of $174 billion over the same period.
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Increased Focus on Cost Reduction.
The current economic environment has led many organizations to search for opportunities to reduce their operating costs. There has been a growing awareness that reduced energy consumption presents an opportunity for significant long-term savings in operating costs and that the installation of energy efficiency measures can be a cost-effective way to achieve such reductions.
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Movement Toward Industry Consolidation.
As energy efficiency solutions continue to increase in technological complexity and customers look for service providers that can offer broad geographic and product coverage, we believe smaller niche energy efficiency companies will continue to look for opportunities to combine with larger companies that can better serve their customers’ needs. In addition, we believe utilities will continue to consider divesting their energy management services divisions, in part because of the potential conflicts between the interests of an energy provider and the interests of a provider of energy efficiency services. Increased market presence and size of energy efficiency companies should, in turn, create greater customer awareness of the benefits of energy efficiency measures.
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Increased Use of Third-Party Financing.
Many organizations desire to use their existing sources of capital for core investments or do not have the internal capacity to finance improvements to their energy infrastructure. These organizations often require innovative structures to facilitate the financing of energy efficiency and renewable energy projects. Customers seeking to upgrade or renew their energy systems are increasingly seeking to enter into ESPCs or other creative arrangements that facilitate third-party financing for their projects.
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Increasing Legislative Support and Initiatives.
In the United States and Canada, federal, state, provincial and local governments have enacted and are considering legislation and regulations aimed at increasing energy efficiency, reducing greenhouse gas emissions and encouraging the expansion of renewable energy generation. Examples of such legislation and regulation are:
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Federal.
In 2007, the United States enacted the Energy Independence and Security Act which mandates that federal buildings reduce energy consumption by 30% by 2015 compared to their 2003 baseline and contains multiple provisions promoting long-term ESPCs. The U.S. Department of Energy also has a number of research, development, grant and financing programs — most notably the DOE Loan Guarantee Program — to encourage energy efficiency and renewable energy. Additionally, the United States has adopted federal incentives for renewable energy, including the production tax credit, investment tax credit and accelerated depreciation.
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States.
At the U.S. state level, significant measures to support energy efficiency and renewable energy have been implemented, including as of December 31, 2010, the following:
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26 states have adopted energy efficiency resource standards, or EERS, and long-term energy savings targets for utilities.
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29 U.S. states and the District of Columbia have renewable portfolio standards, or RPS, in place, and seven states have renewable portfolio goals.
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22 states have passed legislation enabling a new financing mechanism known as Property Assessed Clean Energy (PACE) Bonds. The bonds provide funds that can be used by commercial and residential property owners to finance efficiency measures and small-scale renewable energy systems.
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The U.S. Senate and House of Representatives have passed various forms of EERS and RPS legislation and, if enacted, all 50 states would have additional incentives to support energy efficiency and renewable energy.
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Canada.
The federal, provincial and local governments have also provided incentives for the development of energy efficiency and renewable energy projects, and facility renewal. In 2010, the federal government announced its 2020 greenhouse gas emissions reduction target under the Copenhagen Accord, a 17% reduction from 2005 levels, subject to adjustment to remain consistent with the U.S. target. In 2009, Ontario and Quebec both passed enabling legislation to establish cap-and-trade programs, which aim at reducing emissions by 15% below 1990 levels by 2020 and 20% by 2020, respectively. Ontario also passed the Green Energy and Green Economy Act in May 2009 to expand renewable energy production, encourage energy conservation and create green jobs. The act established a feed-in tariff program with pricing incentives to encourage the development of renewable energy. Similarly, British Columbia has also passed enabling legislation to establish a cap-and-trade program and a greenhouse gas reduction target of at least 33% below 2007 levels by 2020. Under the federal Economic Action Plan, the federal government has committed to multi-year expenditures of $4 billion for new infrastructure funding, and has established program funds of $1 billion for sustainable energy and other green projects and $2 billion to repair, retrofit and expand facilities at post-secondary institutions.
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Economic Stimuli.
Governments worldwide have allocated significant portions of economic stimuli to clean energy. The American Recovery and Reinvestment Act of 2009 allocated $67 billion to promote clean energy, energy efficiency and advanced vehicles. Additionally, the Emergency Economic Stabilization Act instituted a grant program that provides cash in lieu of the investment tax credit for eligible renewable energy generation sources which commence construction in 2010.
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One Stop, Comprehensive Service Provider.
We offer our customers expertise in addressing almost all aspects of purchasing and using energy within a facility. Our experienced project development and engineering staff provide us with the capability and flexibility to determine the combination of energy efficiency measures that is best suited to achieve the customer's energy efficiency and environmental goals. Our solutions range from smaller projects, such as a lighting system retrofit, to larger and more complex projects comprising new heating, cooling and electrical infrastructure, solar panels and a small-scale renewable energy plant serving multiple buildings.
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Independence.
We are an independent company with no affiliation to any equipment manufacturer, utility or fuel company. Unlike affiliated service companies, we have the freedom and flexibility to be objective in selecting particular products and technologies available from different manufacturers. By combining components from multiple sources, we can optimize our solution for customers' particular needs. In addition, we can leverage the high volume of equipment purchases that originate across our North American operations to obtain attractive pricing terms that enable us to provide cost effective solutions to our customers.
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Strong Customer Relationships.
We have served over 2,000 customers since our inception, including over 1,000 customers in
2010
. The sales, design and construction process for energy efficiency and renewable energy projects typically takes from 12 to 36 months, during which time our engineers work closely with the customer to ensure a successful installation. For certain projects, we enter into a multi-year O&M contract under which we have personnel on site monitoring and controlling the customer's energy systems. Our services include helping customers procure energy and managing their utility bill payment processes. All of these design, engineering and support activities foster a close relationship with our customers, which positions us to identify their future needs and provide additional services to them. For example, for a single federal facility, we have completed three separate projects over the period from 2005 to 2009.
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Creative Solutions.
We seek to provide innovative solutions to meet our customers’ energy efficiency, facility renewal and environmental goals. Our engineering staff has expertise in a broad range of technologies and energy savings strategies encompassing different types of electrical, heating, cooling, lighting, water, renewable energy, and other facility infrastructure systems. We are constantly seeking to identify new services, products and technologies that can be incorporated into our energy efficiency and renewable energy solutions to enhance their performance. We apply this expertise to design and engineer innovative solutions customized to meet the specific needs of each client. We also have an internal structured finance team that is skilled and experienced in arranging third-party financing for our customers’ projects.
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Strong National and Local Presence.
We have a nationwide presence in both the United States and Canada and serve certain of our customers in European locations. We maintain a centralized staff of engineering, financial and legal personnel at our headquarters in Massachusetts, who provide support to our eight regional offices and 47 other field offices located throughout the United States and Canada. We leverage our centralized resources and local offices by sharing experiences and best practices across the offices. We are able to maintain an entrepreneurial approach toward our customers by delegating significant responsibility to our regional offices and making them accountable for their own operational and financial performance. We believe that our organizational structure enables us to be fast, flexible and cost effective in responding to our customers’ needs.
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Experienced Management and Operations Team.
Our executive officers have an aggregate of over 150 years of experience in the energy efficiency field. Some have worked together for over 15 years and most have worked together at Ameresco for over five years. In addition, we have accumulated significant in-house expertise in our sales, engineering, financing, legal, construction and operations functions. As of
December 31, 2010
, we employed over 200 engineers, whose experience with respect to fuels, rates, technologies and geography specific regulation and economic benefits enables us to propose and design energy efficiency solutions that take into account the economic, technological, environmental and regulatory considerations that we believe underlie the cost efficiencies and operational success of a project. Many of our employees were previously employed by utilities, construction companies, financial institutions, engineering firms, consultancies and government agencies, which provides them with specialized experience in solving problems and creating value for our customers.
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Federal and State Qualifications.
The federal governmental program under which federal agencies and departments can enter into ESPCs requires that energy service providers have a track record in the industry and meet other specified qualifications. Over 20 states require similar qualifications to do business with state agencies and, in certain cases, with other governmental agencies in the state. In 2008, we renewed our IDIQ qualification under the U.S. Department of Energy program for ESPCs, and we are currently qualified to enter into ESPCs in most states that require qualification. Our projects accounted for almost 40 percent of the total dollar amount of published task orders issued under the Department of Energy’s IDIQ program for ESPCs in fiscal
2010
. The scope of our qualifications provides us with the opportunity to continue to grow our business with federal, state and other governmental customers and differentiates us from energy efficiency companies that have not been similarly qualified.
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Integration of Strategic Acquisitions.
We have a track record of completing over ten acquisitions that have enabled us to broaden our offerings, expand our geographical reach and accelerate our growth. We follow a disciplined approach in evaluating and valuing potential acquisition candidates and frequently improve their operating performance significantly following our acquisition. Our acquisition of the energy services business of Duke Energy in 2002 expanded our geographical reach into Canada and the southeastern United States, and enabled us to penetrate the federal government market for energy efficiency projects. Our acquisition of the energy services business of Northeast Utilities in 2006 further grew our capability to provide services for the federal market and in Europe. Our acquisition of Southwestern Photovoltaics in 2007 significantly expanded our offering of solar energy products and services. In 2010, we acquired Quantum Engineering and Development, an energy services company, in order to expand our footprint into the Pacific Northwest. We believe that our ability to offer a comprehensive set of energy efficiency services across North America has been, and will continue to be, enhanced by our expertise in identifying and completing acquisitions that expand our service offerings, as well as by our ability to integrate and leverage the skilled engineering, sales and operational personnel that come to us through these acquisitions.
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Continue to Maintain Customer Focus.
Our success will continue to depend in large part on our ability to understand and meet our customers' energy infrastructure requirements. We will maintain an entrepreneurial approach toward our customers and remain flexible in designing projects tailored specifically to meet their needs. We will also continue to monitor and explore alternative services, products and technologies that might offer improved system performance and will seek to design and engineer innovative solutions for our customers.
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Execute in a Timely and Cost-Effective Manner.
For existing business, we will focus on executing all ongoing contracts in a timely and cost-effective manner while maintaining high customer satisfaction ratings.
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Maintain Cost Control.
We plan to focus on maintaining operating expenses, overhead in particular, within a manageable percent of sales range as the Company continues to grow.
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Increase Market Penetration and Expand our Footprint.
We plan on continuing to focus on increasing our success rates on customer proposals, pursue organic growth, expand the scope of product and service offerings, and focus on growing through select strategic acquisitions.
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We believe we can increase our success rate on customer proposals by leveraging our expertise in designing, engineering and installing energy efficiency solutions in order to drive the request for proposal, or RFP, process. Based upon our experience, actively driving the RFP process leads to a higher success rate.
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We also expect to continue to expand our North American footprint organically by hiring additional salespeople and opening three to four new offices during 2011 in locations where we have identified existing and potential opportunities. Our plans may include regions outside of North America as well.
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We plan to continue to expand our offerings by implementing new types of energy efficiency services, products and improvements to complement existing products and leverage in-house expertise. We believe this should also help build our competitive advantage.
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We have been able to accelerate the expansion of our service offerings, customer base and geographic reach through targeted acquisitions. We expect that we will continue to follow a disciplined approach in evaluating and valuing potential acquisition candidates. We plan to pursue strategic bolt-on and fill-in acquisitions that we believe are accretive and enable us to both expand geographically and broaden our product and service offerings.
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Increase Recurring Revenue from O&M.
We intend to continue to seek opportunities to increase our sources of recurring revenue. For many of our energy efficiency projects, we enter into multi-year O&M contracts, and we plan to continue to grow both the number and scope of such contracts.
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Continue to Invest in Renewable Energy Projects.
We currently obtain recurring revenue from sales of electricity, thermal energy and gas generated by the small-scale renewable energy and central plants that we construct and own, and we plan to continue to seek opportunities to construct such plants based on LFG, biomass, biogas, solar, wind, geothermal and other sources of energy going forward. All of the renewable projects that we pursue must satisfy our internal metrics for potential returns.
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Improve Margins and Key Metrics for All Businesses
. We will continue to focus on higher quality backlog and recurring revenue from O&M and small-scale renewable energy projects. We believe doing so should help improve gross margins, operating margins and EBITDA margins over time. We will also continue to maintain our internal focus on proposals, success rates, backlog, revenue growth and customer satisfaction.
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Boilers and Furnaces.
We replace low efficiency boilers and furnaces with higher efficiency equipment. In addition, to reduce emissions, we can install emissions controls or either modify existing equipment or install new equipment to use cleaner fuels. We can also install biomass boilers for customers that have access to organic materials, such as waste from agricultural or food processing activities.
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Chillers.
Small buildings are cooled by air conditioners and large buildings are cooled by chillers. We replace older low efficiency chillers with new higher efficiency chillers capable of delivering the same cooling with less energy input, often eliminating the use of atmospheric ozone depleting chlorofluorocarbon based refrigerants in the process. We retrofit existing chillers with new, more sophisticated, automated controls, high efficiency motors and variable speed drives to improve efficiency in cases where complete equipment replacement is not necessary. If the customer has an on-site source of recoverable waste heat, we may replace an electric chiller with an absorption chiller that can utilize the waste heat to directly produce cooling with reduced need to purchase energy for chiller operation.
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Central Plants.
Customers that have multiple buildings in close proximity on a site may benefit from installation of a single central plant to provide power, heat or cooling to these buildings. The central plant typically contains multiple large boilers, chillers or combined heat and power, or CHP, systems to handle the combined requirements of all site buildings. Pipes are installed to distribute steam, hot water or chilled water from the central plant to the individual buildings. Any centrally generated power is delivered via interconnection with the existing site-wide electrical distribution system. A central plant allows the multiple smaller and less energy efficient individual building heating and cooling plants to be decommissioned. In addition to improved energy efficiency, centralization can create other scale benefits in operating labor, equipment maintenance and operating reliability. Where a customer already has a central plant, we can improve the efficiency of the plant by implementing improved equipment controls and by retrofit or replacement of existing equipment for enhanced energy efficiency.
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Cogeneration or Combined Heat and Power.
CHP systems produce both heat and power simultaneously at a customer site, displacing power purchases from the utility grid and conventional sources of heat generation at the customer facility. When utilities produce power at large central station plants, the heat produced as a byproduct of the power generation process is typically wasted via disposal to the atmosphere or a nearby waterway. This wasted heat is generally a majority of the energy value of the input fuel to the power generation process. With on site power generation, the waste heat can be recovered from the power generation process and used as a substitute for heat that would otherwise be generated using site purchased fuels. Through use of heat driven chillers, also known as absorption chillers, this recovered heat can also be employed to provide building cooling. For facilities with large and relatively constant needs for power and heat or cooling, the cost of fuel for the cogeneration system operation can often be less than the cost of the purchased utility power and conventional heating fuel that is displaced. Installing a CHP that uses a lower cost fossil fuel or a renewable fuel source can create further economic benefits.
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Energy Management Systems.
Automating building system adjustments for optimum performance under changing building operating conditions is one of the most cost-effective energy saving strategies. We install energy management system, or EMS, projects consisting of small computers, wiring or wireless communication systems, and sensors and controllers located at energy using equipment and at locations that need monitoring for such conditions as temperature and flow. Equipment that may be controlled through an energy management system includes lights, boilers, chillers, and fans and pumps that move energy throughout a building. We program the computers to automatically turn the equipment on and off or to adjust equipment operating setpoints for lower energy use in response to monitored conditions. For example, when the outdoor air is cool and the building requires cooling, instead of turning on the chillers to cool the building, the EMS may turn on building fans to draw the cool outside air into the building and significantly reduce the energy use under that condition. Both we and the customer can access the EMS information through a personal computer and reprogram the energy saving strategies through secure, hardwired or web-based communications systems.
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Lighting.
We replace lighting system components with more efficient components in both indoor and outdoor lighting systems. We may alternatively redesign and install a new lighting system. Typical measures include replacing incandescent lighting with compact fluorescent lighting, metal halide lighting with fluorescent lighting and low efficiency fluorescent lighting with higher efficiency fluorescent lighting. Also, lighting controls may be installed to turn off lights when the lit space is unoccupied or if natural light through windows or skylights is adequate.
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Retro-commissioning.
Over time, the performance of building systems can degrade due to a variety of factors, such as a failure of dampers, actuators and switches to operate in accordance with the building control system or modifications to equipment without taking into account their interaction with other building systems. Cumulatively, these factors can lead to significant increased energy consumption and reduce the quality of the indoor environment. Through a retro-commissioning process, we systematically repair and restore building equipment and systems so that they function together in an optimal manner to enhance overall building performance.
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Motors.
The energy cost over the life of a motor is often many times the original cost of the motor. We replace older low efficiency motors with new higher efficiency motors. Often, motors are over sized for the application and additional savings can be attained by replacing an existing motor with an appropriately sized motor. We may also replace the sheave and belt drives associated with motors so that the motor output is transmitted to the driven device with reduced energy loss.
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Variable Speed Drives or Variable Frequency Drives.
Motors driving building equipment such as fans, pumps, chillers and elevators are typically selected and operated at the size and speed necessary to deliver services under worst case or
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Electric Load Shaping.
Many customers pay an energy charge per kWh of electricity used and a demand charge based on their highest or peak use of electricity in a 15 minute period during the month. By installing an EMS or an on-site generator and controlling the system using our monitoring and analysis of the customer’s electricity use, we can reduce the customer’s peak electricity use and thus its demand charge. We may also shift energy use from expensive on-peak (weekday) periods to less expensive off-peak periods (nights and weekends). For example, by adding chilled water storage tanks to a facility, cooling systems can be operated at night to generate stored chilled water and the chilled water can then be withdrawn to cool the building during the next day without operating the cooling equipment during daytime peak periods.
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Utility Rate Reductions.
A customer’s cost of gas and electricity is a function of how much energy is used and what rate the customer is charged for the energy. We analyze a customer’s energy use and the various utility rates that the customer is eligible to select. By switching a customer to the optimal rate, the customer can typically save energy costs. We may be able to switch a customer into a better rate by installing an EMS or an on-site generator.
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Geothermal Heat Pumps.
Heat pumps are designed to efficiently provide both heat and cooling to a facility. The geothermal heat pump system works to store and recapture energy from the ground on a seasonally advantageous basis. Beneath the surface, the earth is warmer than the air in winter and cooler than the air in summer. Using the heat pump, heat removed from a building to cool it during the summer can be stored in the ground. This stored heat can then be withdrawn by the heat pump in the winter to provide necessary building heating. We install piping loops in the ground and heat pumps in buildings. Water piped underground captures the stored geothermal energy and heat pumps deliver the energy efficiently to the building interior.
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Window Replacement.
Existing windows are often the most inefficient component of a building envelope. We may replace existing inefficient windows with new windows with features that more effectively control the sources of window heat transfer.
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Roofs.
An existing roof with inadequate insulation levels or with water damage compromising the effectiveness of insulation is a source of unnecessary energy waste. We replace existing roofs with new roofs with higher insulation levels to reduce heat losses in winter and heat gains in summer. We may employ membrane roof technology for better protection of the insulation against degradation.
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Insulation.
Insulating materials reduce unwanted transfer of heat that can increase energy usage. We apply additional insulation to building shell components, such as walls, ceilings, floors and foundations, to reduce heat loss in winter and heat gain in summer. We may add to or fully replace existing insulation on equipment such as piping, storage tanks and heat exchangers to reduce energy losses and the equipment inefficiency that results from these losses.
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Asset Planning.
Asset planning tools enable organizations to identify and prioritize current and future facility renewal requirements and associated capital investment needs. We have developed software that helps organizations measure the condition of their facilities, the costs necessary to improve the facilities and make them more energy efficient and the funding alternatives for any such improvements. Our asset planning tools enable customers to develop facility renewal plans that will effectively leverage their available sources of capital and meet their future needs.
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Demand Response and Demand Side Management.
Electric utilities and regional or independent system operators, or ISOs, are responsible for ensuring that power is available at all times throughout a region’s electrical transmission and distribution system. It is expensive to provide power during peak times such as a hot summer afternoon when customers are turning on their air conditioners and chillers. Utilities and ISOs seek to reduce the peak load demand and are willing to pay customers to reduce their power usage at these times, either during pre-arranged hours or in response to a call to reduce power. We help utilities and ISOs to attract customers to their programs and coordinate the customers’ participation in the programs.
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Utility Data Management.
We have developed proprietary software and systems that allow us to efficiently collect, optically scan, enter into a data base and perform analysis on information from customer utility bills. Using these systems, we can deliver a variety of services, including centralized and automated collection, processing and preparation for payment of utility billing information; identification of errors in utility metering or billings;
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Carbon Emissions Tracking.
Our carbon management program provides greenhouse gas, or GHG, emissions accounting and reporting services to our customers. With an international, multi-tiered approach, we can support a wide variety of GHG accounting and reporting standards, including utility based GHG and full ISO 14064 compliance reporting. This service helps customers, for example, to develop corporate social responsibility reports and prepare for an audit of their GHG emissions.
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Name
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Age
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Position (s)
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George P. Sakellaris
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64
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Chairman of the Board of Directors, President and Chief Executive Officer
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David J. Anderson
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50
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Executive Vice President, Business Development and Director
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Michael T. Bakas
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42
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Senior Vice President, Renewable Energy
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David J. Corrsin
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52
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Executive Vice President, General Counsel and Secretary and Director
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William J. Cunningham
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51
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Senior Vice President, Corporate Government Relations
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Joseph P. DeManche
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54
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Executive Vice President, Engineering and Operations
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Keith A. Derrington
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51
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Executive Vice President and General Manager, Federal Operations
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Mario Iusi
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52
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President, Ameresco Canada
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Louis P. Maltezos
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44
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Executive Vice President and General Manager, Central Region
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Andrew B. Spence
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54
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Vice President and Chief Financial Officer
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our ability to arrange financing for projects;
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changes in federal state and local government policies and programs related to, or a reduction in governmental support for, energy efficiency and renewable energy;
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the timing of work we do on projects where we recognize revenue on a percentage of completion basis;
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seasonality in construction and in demand for our products and services;
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a customer’s decision to delay our work on, or other risks involved with, a particular project;
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availability and costs of labor and equipment;
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the addition of new customers or the loss of existing customers
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the size and scale of new customer projects;
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the availability of bonding for our projects;
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our ability to control costs, including operating expenses;
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changes in the mix of our products and services;
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the rates at which customers renew their O&M contracts with us;
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the length of our sales cycle;
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the productivity and growth of our sales force;
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the timing of opening of new offices or making other significant investments in the growth of our business, as the revenue we hope to generate from those expenses often lags several quarters behind those expenses;
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changes in pricing by us or our competitors, or the need to provide discounts to win business;
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costs related to the acquisition and integration of companies or assets;
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general economic trends, including changes in energy efficiency spending or geopolitical events such as war or
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future accounting pronouncements and changes in accounting policies.
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failure to receive critical components and equipment that meet our design specifications and can be delivered on schedule;
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failure to obtain all necessary rights to land access and use;
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failure to receive quality and timely performance of third-party services;
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increases in the cost of labor, equipment and commodities needed to construct or operate projects;
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permitting and other regulatory issues, license revocation and changes in legal requirements;
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shortages of equipment or skilled labor;
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unforeseen engineering problems;
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failure of a customer to accept or pay for renewable energy that we supply;
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weather interferences, catastrophic events including fires, explosions, earthquakes, droughts and acts of terrorism; and accidents involving personal injury or the loss of life;
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labor disputes and work stoppages;
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mishandling of hazardous substances and waste; and
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other events outside of our control.
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terminate existing contracts, in whole or in part, for any reason or no reason;
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reduce or modify contracts or subcontracts;
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decline to award future contracts if actual or apparent organizational conflicts of interest are discovered, or to impose organizational conflict mitigation measures as a condition of eligibility for an award;
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suspend or debar the contractor from doing business with the government or a specific government agency; and
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pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions unique to government contracting.
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•
|
specialized accounting systems unique to government contracting, which may include mandatory compliance with federal Cost Accounting Standards;
|
•
|
mandatory financial audits and potential liability for adjustments in contract prices;
|
•
|
public disclosure of contracts, which may include pricing information;
|
•
|
mandatory socioeconomic compliance requirements, including small business promotion, labor, environmental and U.S. manufacturing requirements; and
|
•
|
requirements for maintaining current facility and/or personnel security clearances to access certain government
|
•
|
the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders;
|
•
|
we may find that the acquired company or assets do not improve our customer offerings or market position as planned;
|
•
|
we may have difficulty integrating the operations and personnel of the acquired company;
|
•
|
key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;
|
•
|
we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;
|
•
|
we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;
|
•
|
our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;
|
•
|
we may incur one-time write-offs or restructuring charges in connection with the acquisition;
|
•
|
we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could
|
•
|
we may not be able to realize the cost savings or other financial benefits we anticipated.
|
•
|
building and managing highly experienced foreign workforces and overseeing and ensuring the performance of foreign subcontractors;
|
•
|
increased travel, infrastructure and legal and compliance costs associated with multiple international locations;
|
•
|
additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or
|
•
|
imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States;
|
•
|
increased exposure to foreign currency exchange rate risk;
|
•
|
longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable;
|
•
|
difficulties in repatriating overseas earnings;
|
•
|
general economic conditions in the countries in which we operate; and
|
•
|
political unrest, war, incidents of terrorism, or responses to such events.
|
•
|
incur additional debt, or debt related to federal projects in excess of specified limits;
|
•
|
pay cash dividends and make distributions;
|
•
|
make certain investments and acquisitions;
|
•
|
guarantee the indebtedness of others or our subsidiaries;
|
•
|
redeem or repurchase capital stock;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
engage in new lines of business;
|
•
|
sell, lease or transfer certain parts of our business or property;
|
•
|
enter into sale-leaseback arrangements; and
|
•
|
merge or consolidate.
|
•
|
fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
|
•
|
changes in estimates of our future financial results or recommendations by securities analysts;
|
•
|
investors’ general perception of us; and
|
•
|
changes in general economic, industry and market conditions.
|
•
|
provide for a dual class capital structure that allows our founder, principal stockholder, president and chief executive officer, Mr. Sakellaris, to control the outcome of the voting on virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as an acquisition of our company;
|
•
|
authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;
|
•
|
establish a classified board of directors, as a result of which only approximately one-third of our directors are presented to a stockholder vote for re-election at any annual meeting of stockholders;
|
•
|
provide that directors may be removed from office only for cause and only upon a supermajority stockholder vote;
|
•
|
provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
|
•
|
do not permit stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders;
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
|
•
|
require a supermajority stockholder vote to effect certain amendments to our restated certificate of incorporation and by-laws.
|
|
|
2010
|
|||||
|
|
High
|
Low
|
||||
Third Quarter (beginning July 22, 2010)
|
|
$
|
14.17
|
|
$
|
9.34
|
|
Fourth Quarter
|
|
14.88
|
|
11.51
|
|
|
7/22/2010
|
7/31/2010
|
8/31/2010
|
9/30/2010
|
10/31/2010
|
11/30/2010
|
12/31/2010
|
Ameresco, Inc.
|
$100.00
|
$98.33
|
$119.76
|
$117.01
|
$129.01
|
$127.34
|
$141.20
|
Russell 2000 Index
|
$100.00
|
$106.87
|
$98.96
|
$111.29
|
$115.84
|
$119.86
|
$129.38
|
NASDAQ Clean Edge
Green Energy Index
|
$100.00
|
$111.35
|
$101.35
|
$114.60
|
$116.41
|
$117.63
|
$123.01
|
|
|
|
||||||||||||||||||
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
||||||||||
|
|
(In thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statement of Income Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy efficiency revenue
|
|
$
|
264,477
|
|
|
$
|
345,936
|
|
|
$
|
325,032
|
|
|
$
|
340,635
|
|
|
$
|
455,329
|
|
Renewable energy revenue
|
|
13,445
|
|
|
32,541
|
|
|
70,822
|
|
|
87,881
|
|
|
162,897
|
|
|||||
|
|
277,922
|
|
|
378,477
|
|
|
395,854
|
|
|
428,517
|
|
|
618,226
|
|
|||||
Direct expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Energy efficiency expenses
|
|
215,320
|
|
|
285,966
|
|
|
259,019
|
|
|
282,345
|
|
|
378,084
|
|
|||||
Renewable energy expenses
|
|
9,500
|
|
|
26,072
|
|
|
59,551
|
|
|
66,472
|
|
|
129,440
|
|
|||||
|
|
224,820
|
|
|
312,038
|
|
|
318,570
|
|
|
348,817
|
|
|
507,524
|
|
|||||
Gross profit
|
|
53,102
|
|
|
66,439
|
|
|
77,284
|
|
|
79,700
|
|
|
110,702
|
|
|||||
Operating expenses
|
|
37,307
|
|
|
47,042
|
|
|
52,608
|
|
|
54,406
|
|
|
64,710
|
|
|||||
Operating income
|
|
15,795
|
|
|
19,397
|
|
|
24,676
|
|
|
25,294
|
|
|
45,992
|
|
|||||
Other (expense) income, net
|
|
(1,842
|
)
|
|
(3,138
|
)
|
|
(5,188
|
)
|
|
1,563
|
|
|
(5,080
|
)
|
|||||
Income before provision for income taxes
|
|
13,953
|
|
|
16,259
|
|
|
19,488
|
|
|
26,857
|
|
|
40,912
|
|
|||||
Income tax provision
|
|
(4,337
|
)
|
|
(5,714
|
)
|
|
(1,215
|
)
|
|
(6,950
|
)
|
|
(12,186
|
)
|
|||||
Net income
|
|
$
|
9,615
|
|
|
$
|
10,545
|
|
|
$
|
18,273
|
|
|
$
|
19,907
|
|
|
$
|
28,726
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic (1)
|
|
$
|
0.83
|
|
|
$
|
0.95
|
|
|
$
|
1.71
|
|
|
$
|
1.99
|
|
|
$
|
1.12
|
|
Diluted
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.54
|
|
|
$
|
0.61
|
|
|
$
|
0.69
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic (1)
|
|
11,575,789
|
|
|
11,121,022
|
|
|
10,678,110
|
|
|
9,991,912
|
|
|
25,728,314
|
|
|||||
Diluted
|
|
37,667,359
|
|
|
37,552,953
|
|
|
33,990,547
|
|
|
32,705,617
|
|
|
41,513,482
|
|
|||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA(2)
|
|
$
|
19,927
|
|
|
$
|
27,974
|
|
|
$
|
29,045
|
|
|
$
|
35,097
|
|
|
$
|
59,910
|
|
|
|
As of December 31,
|
|||||||||||||||||
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|||||||||
|
|
(In thousands)
|
|||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
45,454
|
|
|
$
|
40,892
|
|
|
$
|
18,149
|
|
|
$
|
47,928
|
|
|
44,691
|
|
Current assets
|
|
140,335
|
|
|
154,036
|
|
|
131,432
|
|
|
171,772
|
|
|
211,710
|
|
||||
Total assets
|
|
256,870
|
|
|
262,224
|
|
|
292,027
|
|
|
375,545
|
|
|
582,451
|
|
||||
Current liabilities
|
|
91,304
|
|
|
108,011
|
|
|
90,967
|
|
|
132,330
|
|
|
140,631
|
|
||||
Long-term debt, less current portion
|
|
74,529
|
|
|
39,316
|
|
|
90,980
|
|
|
102,807
|
|
|
202,409
|
|
||||
Subordinated debt
|
|
2,999
|
|
|
2,999
|
|
|
2,999
|
|
|
2,999
|
|
|
—
|
|
||||
Total stockholders’ equity
|
|
56,963
|
|
|
70,776
|
|
|
74,086
|
|
|
102,770
|
|
|
195,052
|
|
(1)
|
"Net income per share attributable to common shareholders - basic" and "weighted average number of common shares outstanding - basic" for 2010 reflect (i) our issuance of 405,286 shares of Common Stock upon the June 2010 exercise of a warrant at an exercise price of $0.005 per share, (ii) the reclassification of all outstanding shares of our Common Stock as Class A common stock, (iii) the conversion of all shares of our Series A Preferred Stock, other than those held by Mr. Sakellaris, into shares of our Class A common stock, (iv) the conversion of all other outstanding shares of our Series A Preferred Stock into shares of our Class B common stock, (v) the issuance of 932,500 shares of our Class A common stock upon the exercise of vested stock options by certain selling stockholders in connection with our initial public offering in July 2010 at a weighted-average exercise price of $1.94, and (vi) the issuance of an aggregate of 6,342,889 shares of our Class A common stock in connection with our initial public offering in July 2010.
|
(2)
|
We define adjusted EBITDA as operating income before depreciation and impairment expense, share-based compensation expense and a non-recurring non-cash recovery of a contingency in 2008. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or any other measure of financial performance calculated and presented in accordance with GAAP.
|
•
|
adjusted EBITDA and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired;
|
•
|
securities analysts often use adjusted EBITDA and similar non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and
|
•
|
by comparing our adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations of depreciation and amortization expense, stock-based compensation expense and the non-recurring non-cash recovery of a contingency in 2008.
|
•
|
as a measure of operating performance, because it does not include the impact of items that we do not consider indicative of our core operating performance;
|
•
|
for planning purposes, including the preparation of our annual operating budget;
|
•
|
to allocate resources to enhance the financial performance of our business;
|
•
|
to evaluate the effectiveness of our business strategies; and
|
•
|
in communications with our board of directors and investors concerning our financial performance.
|
•
|
adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or other contractual commitments;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not reflect stock-based compensation expense;
|
•
|
adjusted EBITDA does not reflect cash requirements for income taxes;
|
•
|
adjusted EBITDA does not reflect net interest income (expense);
|
•
|
although depreciation, amortization and impairment are non-cash charges, the assets being depreciated, amortized or impaired will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for these replacements; and
|
•
|
other companies in our industry may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Operating income
|
|
$
|
15,795
|
|
|
$
|
19,397
|
|
|
$
|
24,676
|
|
|
$
|
25,294
|
|
|
$
|
45,992
|
|
Depreciation and impairment
|
|
3,538
|
|
|
5,898
|
|
|
7,278
|
|
|
6,634
|
|
|
11,419
|
|
|||||
Stock-based compensation
|
|
594
|
|
|
2,679
|
|
|
2,941
|
|
|
3,169
|
|
|
2,499
|
|
|||||
Recovery of contingency
|
|
—
|
|
|
—
|
|
|
(5,850
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
|
$
|
19,927
|
|
|
$
|
27,974
|
|
|
$
|
29,045
|
|
|
$
|
35,097
|
|
|
$
|
59,910
|
|
•
|
installation or construction of energy efficiency measures, facility upgrades and/or a renewable energy plant to be owned by the customer;
|
•
|
sale and delivery, under long-term agreements, of electricity, gas, heat, chilled water or other output of a renewable energy or central plant that we own and operate;
|
•
|
sale and delivery of PV equipment and other renewable energy products for which we are a distributor; and
|
•
|
O&M services provided under long-term O&M agreements, as well as consulting services.
|
|
|
Years Ended December 31,
|
||||
|
|
2008
|
|
2009
|
|
2010
|
Future dividends
|
|
$ -
|
|
$ -
|
|
$ -
|
Risk-free interest rate
|
|
2.90-5.07%
|
|
2.00-2.94%
|
|
2.59-3.11%
|
Expected volatility
|
|
48%-54%
|
|
57%-59%
|
|
57%-59%
|
Expected life
|
|
6.5 years
|
|
6.5 years
|
|
6.5 years
|
•
|
our results of operations and financial condition during the most recently completed period;
|
•
|
forecasts of our financial results and market conditions affecting our business; and
|
•
|
developments in our business
|
|
|
Number of Shares of
|
|
|
|||
|
|
Common Stock
|
|
|
|||
|
|
Subject to Option
|
|
Exercise Price
|
|||
Grant Date or Period
|
|
Grants
|
|
per Share
|
|||
January 24, 2007
|
|
500,000
|
|
|
$
|
3.410
|
|
July 25, 2007 to January 30, 2008
|
|
982,000
|
|
|
4.220
|
|
|
April 30, 2008 to January 28, 2009
|
|
248,000
|
|
|
6.055
|
|
|
July 22, 2009 to September 30, 2009
|
|
842,000
|
|
|
6.055
|
|
|
April 26, 2010 to May 28, 2010
|
|
856,000
|
|
|
13.045
|
|
|
May 29, 2010 to December, 31 2010
|
|
—
|
|
|
N/A
|
|
•
|
the liquidation preferences of our preferred stock, including any financing and repurchase activities that may have occurred in the relevant period;
|
•
|
the illiquid nature of our common stock, including the opportunity and timing for any expected liquidity events;
|
•
|
our size and historical operating and financial performance, including our recent operating and financial projections as of each grant date;
|
•
|
our existing backlog;
|
•
|
important events in the development of our business; and
|
•
|
the market performance of a peer group comprised of selected publicly-traded companies we identified as being guidelines for us.
|
•
|
continued challenges during 2008 in the U.S. economy and decreased valuations of comparable companies; and
|
•
|
concerns about liquidity during the upcoming fiscal quarters.
|
•
|
we were notified in March 2009 that the U.S. Department of Energy had lifted restrictions on its ability to enter into ESPCs, which permitted us to proceed with the execution of larger federal contracts;
|
•
|
in May 2009, we executed a contract for our large U.S. Department of Energy Savannah River Site renewable energy project; however, we had not yet secured the financing necessary to complete this project; and
|
•
|
improvement in general economic and market conditions in the first half of 2009.
|
•
|
our backlog under signed customer contracts increased from July 2009 to September 2009;
|
•
|
in August 2009, we secured the financing necessary to complete our large U.S. Department of Energy Savannah River Site renewable energy project, the contract for which had been executed in May 2009 but was subject to our securing that financing. Securing this financing represented a significant milestone for us, particularly in light of its size and the significant disruptions in the credit and capital markets in the preceding several years; and
|
•
|
improvement in general economic and market conditions in the third quarter of 2009.
|
•
|
a 30% increase in our next 12 months projected adjusted EBITDA between September 25, 2009 and the two relevant dates in 2010, due to growth in our backlog and several, previously-contracted, large efficiency and renewable energy projects entering major construction phases;
|
•
|
our expectation that we would conduct an initial public offering within the next three months; and
|
•
|
our preliminary estimates of our valuation for purposes of this offering.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2008
|
|
2009
|
|
2010
|
||||||
|
|
(in thousands)
|
||||||||||
Gain realized from derivative
|
|
$
|
—
|
|
|
$
|
2,494
|
|
|
$
|
—
|
|
Unrealized (loss) gain from derivatives
|
|
(2,832
|
)
|
|
2,264
|
|
|
(134
|
)
|
|||
Interest expense, net of interest income
|
|
(2,118
|
)
|
|
(2,993
|
)
|
|
(4,380
|
)
|
|||
Amortization of deferred financing costs
|
|
(238
|
)
|
|
(202
|
)
|
|
(567
|
)
|
|||
|
|
$
|
(5,188
|
)
|
|
$
|
1,563
|
|
|
$
|
(5,081
|
)
|
|
|
Payments due by Period
|
||||||||||||||||||
|
|
|
|
Less than
|
|
One to
|
|
Three to
|
|
More than
|
||||||||||
|
|
Total
|
|
One Year
|
|
Three Years
|
|
Five Years
|
|
Five Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Term loans
|
|
$
|
48,139
|
|
|
$
|
4,722
|
|
|
$
|
9,409
|
|
|
$
|
7,351
|
|
|
$
|
26,657
|
|
Federal ESPC receivable financing(1)
|
|
158,992
|
|
|
3,419
|
|
|
155,573
|
|
|
—
|
|
|
—
|
|
|||||
Interest obligations(2)
|
|
21,735
|
|
|
3,334
|
|
|
5,612
|
|
|
4,395
|
|
|
8,394
|
|
|||||
Operating leases
|
|
8,741
|
|
|
2,477
|
|
|
3,222
|
|
|
1,990
|
|
|
1,052
|
|
|||||
Total
|
|
$
|
237,607
|
|
|
$
|
13,952
|
|
|
$
|
173,816
|
|
|
$
|
13,736
|
|
|
$
|
36,103
|
|
(1
|
)
|
|
Federal ESPC receivable financing arrangements relate to the installation and construction of projects for certain customers, typically federal governmental entities, where we assign to the lenders our right to customer receivables. We are relieved of the financing liability when the project is completed and accepted by the customer. We typically expect to be relieved of the financing liability between one and three years from the date of project construction commencement.
|
|
|
|
|
(2
|
)
|
|
The table does not include, for our federal ESPC receivable financing arrangements, the difference between the aggregate amount of the long-term customer receivables sold by us to the lender and the amount received by us from the lender for such sale.
|
|
|
December 31,
|
||||||
|
|
2009
|
|
2010
|
||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
47,927,540
|
|
|
$
|
44,691,021
|
|
Restricted cash
|
|
9,249,885
|
|
|
9,197,447
|
|
||
Accounts receivable, net
|
|
61,279,515
|
|
|
68,584,304
|
|
||
Accounts receivable retainage
|
|
9,242,288
|
|
|
18,452,777
|
|
||
Costs and estimated earnings in excess of billings
|
|
14,009,076
|
|
|
35,556,425
|
|
||
Inventory, net
|
|
4,237,909
|
|
|
6,780,092
|
|
||
Prepaid expenses and other current assets
|
|
8,077,761
|
|
|
8,471,628
|
|
||
Income tax receivable
|
|
—
|
|
|
2,511,542
|
|
||
Deferred income taxes
|
|
9,279,473
|
|
|
9,908,240
|
|
||
Project development costs
|
|
8,468,974
|
|
|
7,556,345
|
|
||
Total current assets
|
|
171,772,421
|
|
|
211,709,821
|
|
||
Federal ESPC receivable financing
|
|
51,397,347
|
|
|
193,551,495
|
|
||
Property and equipment, net
|
|
4,373,256
|
|
|
5,406,387
|
|
||
Project assets, net
|
|
117,637,990
|
|
|
145,147,475
|
|
||
Deferred financing fees, net
|
|
3,582,560
|
|
|
3,412,186
|
|
||
Goodwill
|
|
16,132,429
|
|
|
18,624,629
|
|
||
Other assets
|
|
10,648,605
|
|
|
4,598,980
|
|
||
|
|
203,772,187
|
|
|
370,741,152
|
|
||
|
|
$
|
375,544,608
|
|
|
$
|
582,450,973
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
|
|
|
|
|
|
||
Current portion of long-term debt
|
|
$
|
8,093,016
|
|
|
$
|
4,722,118
|
|
Accounts payable
|
|
75,578,378
|
|
|
95,302,897
|
|
||
Accrued expenses
|
|
18,362,674
|
|
|
10,561,305
|
|
||
Billings in excess of cost and estimated earnings
|
|
28,166,364
|
|
|
27,555,894
|
|
||
Income taxes payable
|
|
2,129,529
|
|
|
2,488,672
|
|
||
Total current liabilities
|
|
132,329,961
|
|
|
140,630,886
|
|
||
Long-term debt, less current portion
|
|
102,807,203
|
|
|
202,409,484
|
|
||
Subordinated debt
|
|
2,998,750
|
|
|
—
|
|
||
Deferred income taxes
|
|
11,901,645
|
|
|
12,013,799
|
|
||
Deferred grant income (Note 5)
|
|
4,158,508
|
|
|
4,200,929
|
|
||
Other liabilities
|
|
18,578,754
|
|
|
28,144,144
|
|
||
|
|
140,444,860
|
|
|
246,768,356
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
|
||
|
||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
AMERESCO, INC.
|
||||||||
CONSOLIDATED BALANCE SHEETS — (Continued)
|
||||||||
|
|
December 31,
|
||||||
|
|
2009
|
|
2010
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Series A convertible preferred stock, $0.0001 par value, 3,500,000 shares authorized, 3,210,000 shares issued and outstanding at December 31, 2009; no shares authorized, issued and outstanding at December 31, 2010
|
|
321
|
|
|
—
|
|
||
Preferred stock, $0.0001 par value, no shares authorized, issued and outstanding at December 31, 2009; 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2010
|
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, 60,000,000 shares authorized, 17,998,168 shares issued and 13,282,284 outstanding at December 31, 2009; no shares authorized, issued and outstanding at December 31, 2010
|
|
1,800
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value, no shares authorized, issued and outstanding at December 31, 2009; 500,000,000 shares authorized, 27,925,649 shares issued and 23,092,365 outstanding at December 31, 2010
|
|
—
|
|
|
2,793
|
|
||
Class B common stock, $0.0001 par value, no shares authorized, issued and outstanding at December 31, 2009; 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at December 31, 2010
|
|
—
|
|
|
1,800
|
|
||
Additional paid-in capital
|
|
10,466,312
|
|
|
74,069,087
|
|
||
Retained earnings
|
|
97,882,985
|
|
|
126,609,101
|
|
||
Accumulated other comprehensive income
|
|
2,831,970
|
|
|
3,551,521
|
|
||
Less — treasury stock, at cost, 4,715,884 shares and 4,833,284
shares, respectively |
|
(8,413,601
|
)
|
|
(9,182,571
|
)
|
||
Total stockholders’ equity
|
|
102,769,787
|
|
|
195,051,731
|
|
||
|
|
$
|
375,544,608
|
|
|
$
|
582,450,973
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2008
|
|
2009
|
|
2010
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||
Energy efficiency revenue
|
|
$
|
325,031,789
|
|
|
$
|
340,635,122
|
|
|
$
|
455,329,696
|
|
Renewable energy revenue
|
|
70,821,940
|
|
|
87,881,467
|
|
|
162,896,963
|
|
|||
|
|
395,853,729
|
|
|
428,516,589
|
|
|
618,226,659
|
|
|||
Direct expenses:
|
|
|
|
|
|
|
|
|
|
|||
Energy efficiency expenses
|
|
259,018,970
|
|
|
282,344,502
|
|
|
378,084,610
|
|
|||
Renewable energy expenses
|
|
59,550,958
|
|
|
66,472,031
|
|
|
129,439,629
|
|
|||
|
|
318,569,928
|
|
|
348,816,533
|
|
|
507,524,239
|
|
|||
Gross profit
|
|
77,283,801
|
|
|
79,700,056
|
|
|
110,702,420
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Salaries and benefits
|
|
30,288,750
|
|
|
28,273,987
|
|
|
30,721,486
|
|
|||
Project development costs
|
|
13,106,407
|
|
|
9,599,862
|
|
|
13,676,795
|
|
|||
General, administrative and other
|
|
9,212,872
|
|
|
16,532,355
|
|
|
20,311,842
|
|
|||
|
|
52,608,029
|
|
|
54,406,204
|
|
|
64,710,123
|
|
|||
Operating income
|
|
24,675,772
|
|
|
25,293,852
|
|
|
45,992,297
|
|
|||
Other (expense) income, net (Note 16)
|
|
(5,187,545
|
)
|
|
1,562,910
|
|
|
(5,080,546
|
)
|
|||
Income before provision for income taxes
|
|
19,488,227
|
|
|
26,856,762
|
|
|
40,911,751
|
|
|||
Income tax provision
|
|
(1,215,127
|
)
|
|
(6,949,614
|
)
|
|
(12,185,635
|
)
|
|||
Net income
|
|
18,273,100
|
|
|
19,907,148
|
|
|
28,726,116
|
|
|||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|||
Unrealized loss from interest rate hedge, net of tax
|
|
—
|
|
|
—
|
|
|
(933,879
|
)
|
|||
Foreign currency translation adjustment
|
|
(5,059,128
|
)
|
|
3,530,723
|
|
|
1,653,430
|
|
|||
Comprehensive income
|
|
$
|
13,213,972
|
|
|
$
|
23,437,871
|
|
|
$
|
29,445,667
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
1.71
|
|
|
$
|
1.99
|
|
|
$
|
1.12
|
|
Diluted
|
|
$
|
0.54
|
|
|
$
|
0.61
|
|
|
$
|
0.69
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
10,678,110
|
|
|
9,991,912
|
|
|
25,728,314
|
|
|||
Diluted
|
|
33,990,547
|
|
|
32,705,617
|
|
|
41,513,482
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
||||||||||||||||||||
|
|
Series A Preferred
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
Comprehensive
|
|
Total
|
||||||||||||||||||||||
|
|
Stock
|
|
Class B Common Stock
|
Class A Common Stock
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Income
|
|
Stockholders’
|
|||||||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
(Loss)
|
|
Equity
|
||||||||||||||||||||
Balance, December 31, 2007
|
|
3,210,000
|
|
|
$
|
321
|
|
|
—
|
|
|
$
|
—
|
|
|
14,232,168
|
|
|
$
|
1,423
|
|
|
$
|
9,336,075
|
|
|
$
|
59,702,737
|
|
|
3,238,050
|
|
|
$
|
(2,624,484
|
)
|
|
$
|
4,360,375
|
|
|
$
|
70,776,447
|
|
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,333,334
|
|
|
(4,914,169
|
)
|
|
—
|
|
|
(4,914,169
|
)
|
||||||||
Repurchase of warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,998,001
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,998,001
|
)
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,000
|
|
|
3
|
|
|
67,247
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,250
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,940,756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,940,756
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,059,128
|
)
|
|
(5,059,128
|
)
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,273,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,273,100
|
|
||||||||
Balance, December 31, 2008
|
|
3,210,000
|
|
|
$
|
321
|
|
|
—
|
|
|
—
|
|
|
14,260,168
|
|
|
$
|
1,426
|
|
|
$
|
4,346,077
|
|
|
$
|
77,975,837
|
|
|
4,571,384
|
|
|
$
|
(7,538,653
|
)
|
|
$
|
(698,753
|
)
|
|
$
|
74,086,255
|
|
|
Vesting of 2006 stock issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
200
|
|
|
2,076,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,077,128
|
|
||||||||
Repurchase of restricted stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,500
|
|
|
(874,948
|
)
|
|
—
|
|
|
(874,948
|
)
|
||||||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,738,000
|
|
|
174
|
|
|
874,586
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
874,760
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,168,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,168,721
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,530,723
|
|
|
3,530,723
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,907,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,907,148
|
|
||||||||
Balance, December 31, 2009
|
|
3,210,000
|
|
|
$
|
321
|
|
|
—
|
|
|
$
|
—
|
|
|
17,998,168
|
|
|
$
|
1,800
|
|
|
$
|
10,466,312
|
|
|
$
|
97,882,985
|
|
|
4,715,884
|
|
|
$
|
(8,413,601
|
)
|
|
$
|
2,831,970
|
|
|
$
|
102,769,787
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2008
|
|
2009
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income
|
|
$
|
18,273,100
|
|
|
$
|
19,907,148
|
|
|
$
|
28,726,116
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation of project assets
|
|
2,713,407
|
|
|
5,260,805
|
|
|
9,634,891
|
|
|||
Depreciation of property and equipment
|
|
1,064,859
|
|
|
1,372,885
|
|
|
1,784,295
|
|
|||
Impairment of projects assets
|
|
3,500,000
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing fees
|
|
238,454
|
|
|
254,705
|
|
|
566,772
|
|
|||
Provision for bad debts
|
|
1,092,294
|
|
|
552,368
|
|
|
126,219
|
|
|||
Gain relating to certain business acquisitions
|
|
(5,850,479
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
|
—
|
|
|
(691,292
|
)
|
|
—
|
|
|||
Write-down of long-term receivable
|
|
—
|
|
|
—
|
|
|
2,111,000
|
|
|||
Unrealized (gain) loss on interest rate swaps
|
|
2,831,524
|
|
|
(2,263,802
|
)
|
|
133,591
|
|
|||
Stock-based compensation expense
|
|
2,940,756
|
|
|
3,168,721
|
|
|
2,498,660
|
|
|||
Deferred income taxes
|
|
(2,071,600
|
)
|
|
3,400,628
|
|
|
(253,975
|
)
|
|||
Excess tax benefits from stock-based compensation arrangements
|
|
—
|
|
|
—
|
|
|
(2,010,221
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
(Increase) decrease in:
|
|
|
|
|
|
|
|
|
|
|||
Restricted cash draws
|
|
25,519,347
|
|
|
33,051,426
|
|
|
151,022,923
|
|
|||
Accounts receivable
|
|
(3,227,279
|
)
|
|
(11,033,926
|
)
|
|
(305,665
|
)
|
|||
Accounts receivable retainage
|
|
(115,488
|
)
|
|
5,029,832
|
|
|
(8,319,286
|
)
|
|||
Federal ESPC receivable financing
|
|
(26,301,019
|
)
|
|
(52,900,979
|
)
|
|
(160,455,751
|
)
|
|||
Inventory
|
|
(3,821,507
|
)
|
|
3,222,762
|
|
|
(2,542,183
|
)
|
|||
Costs and estimated earnings in excess of billings
|
|
3,939,285
|
|
|
(3,651,857
|
)
|
|
(19,311,505
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2,337,926
|
)
|
|
(1,591,213
|
)
|
|
(321,074
|
)
|
|||
Project development costs
|
|
(3,623,396
|
)
|
|
1,987,761
|
|
|
925,531
|
|
|||
Other assets
|
|
(1,934,563
|
)
|
|
3,846,224
|
|
|
5,975,610
|
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable and accrued expenses
|
|
(2,472,682
|
)
|
|
27,280,548
|
|
|
3,925,716
|
|
|||
Billings in excess of cost and estimated earnings
|
|
(4,602,608
|
)
|
|
6,819,869
|
|
|
(1,258,620
|
)
|
|||
Other liabilities
|
|
(6,932,531
|
)
|
|
8,945
|
|
|
8,476,965
|
|
|||
Income taxes payable
|
|
2,525,472
|
|
|
2,264,750
|
|
|
(280,200
|
)
|
|||
Net cash provided by operating activities
|
|
1,347,420
|
|
|
45,296,308
|
|
|
20,849,809
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property and equipment
|
|
(1,863,243
|
)
|
|
(1,797,949
|
)
|
|
(2,613,267
|
)
|
|||
Purchases of project assets
|
|
(41,158,695
|
)
|
|
(19,841,648
|
)
|
|
(37,013,261
|
)
|
|||
Acquisitions, net of cash received
|
|
—
|
|
|
(674,110
|
)
|
|
(6,303,006
|
)
|
|||
Net cash used in investing activities
|
|
(43,021,938
|
)
|
|
(22,313,707
|
)
|
|
(45,929,534
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2008
|
|
2009
|
|
2010
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Excess tax benefits from stock-based compensation arrangements
|
|
—
|
|
|
—
|
|
|
2,010,221
|
|
|||
Payments of financing fees
|
|
(880,044
|
)
|
|
(2,804,759
|
)
|
|
(1,373,171
|
)
|
|||
Proceeds from exercise of stock options, warrants and issuance of stock
|
|
67,250
|
|
|
874,760
|
|
|
60,073,139
|
|
|||
Repurchase of stock
|
|
(4,914,169
|
)
|
|
(874,948
|
)
|
|
(768,970
|
)
|
|||
Repurchase of warrants
|
|
(7,998,001
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from (repayments of) revolving senior secured credit facility
|
|
34,493,460
|
|
|
(14,578,242
|
)
|
|
(19,915,218
|
)
|
|||
Repayment of senior secured term and revolving credit facility
|
|
(2,500,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt financing
|
|
9,277,043
|
|
|
28,196,538
|
|
|
747,362
|
|
|||
Restricted cash
|
|
(2,400,580
|
)
|
|
(3,092,590
|
)
|
|
(6,298,988
|
)
|
|||
Repayment of subordinated debt
|
|
—
|
|
|
—
|
|
|
(2,998,750
|
)
|
|||
Payments of long-term debt
|
|
(2,940,368
|
)
|
|
(3,592,073
|
)
|
|
(10,970,656
|
)
|
|||
Net cash provided by financing activities
|
|
22,204,591
|
|
|
4,128,686
|
|
|
20,504,969
|
|
|||
Effect of exchange rate changes on cash
|
|
(3,273,211
|
)
|
|
2,667,108
|
|
|
1,338,237
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(22,743,138
|
)
|
|
29,778,395
|
|
|
(3,236,519
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
40,892,283
|
|
|
18,149,145
|
|
|
47,927,540
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
18,149,145
|
|
|
$
|
47,927,540
|
|
|
$
|
44,691,021
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
||||
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
||||
Interest
|
|
$
|
2,431,534
|
|
|
$
|
2,904,970
|
|
|
$
|
5,057,056
|
|
Income taxes
|
|
$
|
5,304,148
|
|
|
$
|
2,145,742
|
|
|
$
|
5,248,499
|
|
Supplemental disclosure of noncash investing and financing transactions:
|
|
|
|
|
|
|
|
|
||||
Acquisitions, net of cash received:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,354,669
|
|
Accounts receivable retainage
|
|
—
|
|
|
—
|
|
|
423,927
|
|
|||
Costs and estimated earnings in excess of billings
|
|
—
|
|
|
—
|
|
|
1,947,639
|
|
|||
Prepaid expenses and other current assets
|
|
—
|
|
|
18,177
|
|
|
33,922
|
|
|||
Property and equipment
|
|
—
|
|
|
113,842
|
|
|
127,512
|
|
|||
Goodwill
|
|
—
|
|
|
2,492,165
|
|
|
2,703,626
|
|
|||
Other assets
|
|
—
|
|
|
—
|
|
|
18,551
|
|
|||
Accounts payable
|
|
—
|
|
|
(345,181
|
)
|
|
(6,374,371
|
)
|
|||
Accrued expenses
|
|
—
|
|
|
(1,222,340
|
)
|
|
(657,681
|
)
|
|||
Billings in excess of cost and estimated earnings
|
|
—
|
|
|
—
|
|
|
(274,788
|
)
|
|||
Long-term debt, net
|
|
—
|
|
|
(382,553
|
)
|
|
—
|
|
|||
|
|
$
|
—
|
|
|
$
|
674,110
|
|
|
$
|
6,303,006
|
|
Noncash ESPC receivable financing
|
|
$
|
11,925,101
|
|
|
$
|
27,088,849
|
|
|
$
|
18,301,603
|
|
|
|
|
|
|
|
|
1.
|
DESCRIPTION OF BUSINESS
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
2008
|
|
2009
|
|
2010
|
||||||
Balance, beginning of year
|
$
|
1,539,439
|
|
|
$
|
1,049,711
|
|
|
$
|
1,602,079
|
|
Charges to costs and expenses
|
385,418
|
|
|
1,670,589
|
|
|
126,219
|
|
|||
Account write-offs and other deductions
|
(875,146
|
)
|
|
(1,118,221
|
)
|
|
(51,020
|
)
|
|||
Balance, end of year
|
$
|
1,049,711
|
|
|
$
|
1,602,079
|
|
|
$
|
1,677,278
|
|
Asset Classification
|
|
Estimated Useful Life
|
Furniture and office equipment
|
|
Five years
|
Computer equipment and software costs
|
|
Five years
|
Leasehold improvements
|
|
Lesser of term of lease or five years
|
Automobiles
|
|
Five years
|
Land
|
|
Unlimited
|
|
Years Ended December 31,
|
||||||||||
|
2008
|
|
2009
|
|
2010
|
||||||
Basic and diluted net income
|
$
|
18,273,100
|
|
|
$
|
19,907,148
|
|
|
$
|
28,726,116
|
|
Basic weighted-average shares outstanding
|
10,678,110
|
|
|
9,991,912
|
|
|
25,728,314
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||
Preferred stock
|
19,260,000
|
|
|
19,260,000
|
|
|
10,606,192
|
|
|||
Stock options
|
3,647,523
|
|
|
3,048,675
|
|
|
4,994,730
|
|
|||
Warrants
|
404,914
|
|
|
405,030
|
|
|
184,246
|
|
|||
Diluted weighted-average shares outstanding
|
33,990,547
|
|
|
32,705,617
|
|
|
41,513,482
|
|
3.
|
BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
|
|
|
|
|
|
|
||
|
2009
|
|
2010
|
||||
Cash
|
$
|
—
|
|
|
$
|
11,059
|
|
Accounts receivable
|
—
|
|
|
8,354,669
|
|
||
Accounts receivable retainage
|
—
|
|
|
423,927
|
|
||
Costs and estimated earnings in excess of billings
|
—
|
|
|
1,947,639
|
|
||
Prepaid expenses and other current assets
|
18,177
|
|
|
33,922
|
|
||
Property and equipment
|
113,842
|
|
|
127,512
|
|
||
Goodwill
|
2,492,165
|
|
|
2,703,626
|
|
||
Other assets
|
—
|
|
|
18,551
|
|
||
Accounts payable
|
(345,181
|
)
|
|
(6,374,371
|
)
|
||
Accrued expenses
|
(1,222,340
|
)
|
|
(657,681
|
)
|
||
Billings in excess of cost and estimated earnings
|
—
|
|
|
(274,788
|
)
|
||
Long-term debt, net
|
(382,553
|
)
|
|
—
|
|
||
Purchase price
|
$
|
674,110
|
|
|
$
|
6,314,065
|
|
Total, net of cash received
|
$
|
674,110
|
|
|
$
|
6,303,006
|
|
Total fair value of consideration
|
$
|
1,896,450
|
|
|
$
|
6,314,065
|
|
|
2009
|
|
2010
|
||||
Byrne:
|
(unaudited)
|
||||||
Revenue
|
$
|
1,176,953
|
|
|
$
|
4,138,362
|
|
Pre-tax income (loss)
|
$
|
(97,138
|
)
|
|
$
|
(260,408
|
)
|
|
|
|
|
||||
Quantum:
|
|
|
|
||||
Revenue
|
$
|
—
|
|
|
$
|
7,174,077
|
|
Pre-tax income (loss)
|
$
|
—
|
|
|
$
|
759,865
|
|
4.
|
PROPERTY AND EQUIPMENT
|
|
|
2009
|
|
2010
|
||||
Furniture and office equipment
|
|
$
|
1,271,569
|
|
|
$
|
1,348,594
|
|
Computer equipment and software costs
|
|
8,453,230
|
|
|
10,640,025
|
|
||
Leasehold improvements
|
|
1,311,625
|
|
|
1,344,056
|
|
||
Automobiles
|
|
505,029
|
|
|
529,627
|
|
||
Land
|
|
—
|
|
|
520,379
|
|
||
|
|
11,541,453
|
|
|
14,382,681
|
|
||
Less - accumulated depreciation
|
|
7,168,197
|
|
|
8,976,294
|
|
||
Property and equipment, net
|
|
$
|
4,373,256
|
|
|
$
|
5,406,387
|
|
5.
|
PROJECT ASSETS
|
|
2009
|
|
2010
|
||||
Project assets
|
$
|
137,957,879
|
|
|
$
|
170,814,600
|
|
Less - accumulated depreciation and amortization
|
20,319,889
|
|
|
25,667,125
|
|
||
Project assets, net
|
$
|
117,637,990
|
|
|
$
|
145,147,475
|
|
6.
|
UNCOMPLETED CONTRACTS
|
|
|
2009
|
|
2010
|
||||
Cost incurred to date
|
|
$
|
822,280,622
|
|
|
$
|
1,200,365,232
|
|
Estimated earnings
|
|
161,849,274
|
|
|
239,094,360
|
|
||
|
|
984,129,896
|
|
|
1,439,459,592
|
|
||
Less - billings to date
|
|
(998,287,184
|
)
|
|
(1,431,459,061
|
)
|
||
|
|
$
|
(14,157,288
|
)
|
|
$
|
8,000,531
|
|
|
|
2009
|
|
2010
|
||||
Costs and estimated earnings in excess of billings on uncompleted contracts
|
|
$
|
14,009,076
|
|
|
$
|
35,556,425
|
|
Billings in excess of costs and estimated earnings on uncompleted contracts
|
|
(28,166,364
|
)
|
|
(27,555,894
|
)
|
||
|
|
$
|
(14,157,288
|
)
|
|
$
|
8,000,531
|
|
7.
|
LONG-TERM DEBT
|
|
2009
|
|
2010
|
||||
Federal ESPC receivable financing
|
$
|
33,411,009
|
|
|
$
|
159,562,066
|
|
Revolving senior secured credit facility, due June 2011, interest at varying rates monthly in arrears
|
19,915,218
|
|
|
—
|
|
||
7.299% term note payable in quarterly installments through March 2013
|
4,115,000
|
|
|
3,031,000
|
|
||
6.90% term loan payable in quarterly installments through September 2014
|
5,415,426
|
|
|
—
|
|
||
8.673% term loan payable in quarterly installments through December 2015
|
5,220,000
|
|
|
4,350,000
|
|
||
6.345% term loan payable in quarterly installments through February 2021
|
2,901,845
|
|
|
2,749,234
|
|
||
6.345% term loan payable in quarterly installments through June 2024
|
12,866,491
|
|
|
12,514,349
|
|
||
Variable rate construction to term loan payable in quarterly installments through December 2024
|
27,055,230
|
|
|
24,177,591
|
|
||
6.500% term loan payable in monthly installments through October 2017
|
—
|
|
|
747,362
|
|
||
|
110,900,219
|
|
|
207,131,602
|
|
||
Less - current maturities
|
8,093,016
|
|
|
4,722,118
|
|
||
Long-term debt
|
$
|
102,807,203
|
|
|
$
|
202,409,484
|
|
2011
|
|
$
|
4,722,118
|
|
2012
|
|
5,028,920
|
|
|
2013
|
|
4,379,833
|
|
|
2014
|
|
3,596,640
|
|
|
2015
|
|
3,754,395
|
|
|
Thereafter
|
|
185,649,696
|
|
|
|
|
$
|
207,131,602
|
|
8.
|
SUBORDINATED DEBT
|
9.
|
INCOME TAXES
|
|
2008
|
|
2009
|
|
2010
|
||||||
Domestic
|
$
|
15,333,845
|
|
|
$
|
22,702,229
|
|
|
$
|
36,854,815
|
|
Foreign
|
4,154,382
|
|
|
4,154,533
|
|
|
4,056,936
|
|
|||
|
$
|
19,488,227
|
|
|
$
|
26,856,762
|
|
|
$
|
40,911,751
|
|
|
2008
|
|
2009
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
(565,975
|
)
|
|
$
|
(1,415,107
|
)
|
|
$
|
10,305,627
|
|
State
|
1,862,654
|
|
|
548,246
|
|
|
1,640,500
|
|
|||
Foreign
|
1,990,048
|
|
|
4,146,311
|
|
|
280,064
|
|
|||
|
3,286,727
|
|
|
3,279,450
|
|
|
12,226,191
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(3,517,257
|
)
|
|
7,095,001
|
|
|
(741,160
|
)
|
|||
State
|
(1,029,898
|
)
|
|
587,252
|
|
|
(368,604
|
)
|
|||
Foreign
|
2,475,555
|
|
|
(4,012,089
|
)
|
|
1,069,208
|
|
|||
|
(2,071,600
|
)
|
|
3,670,164
|
|
|
(40,556
|
)
|
|||
|
$
|
1,215,127
|
|
|
$
|
6,949,614
|
|
|
$
|
12,185,635
|
|
|
2009
|
|
2010
|
||||
Deferred income tax assets:
|
|
|
|
|
|
||
Compensation accruals
|
$
|
1,852,578
|
|
|
$
|
2,230,154
|
|
Reserves
|
1,940,919
|
|
|
2,974,387
|
|
||
Other accruals
|
2,500,316
|
|
|
2,251,753
|
|
||
Net operating losses
|
877,518
|
|
|
411,206
|
|
||
Goodwill
|
76,270
|
|
|
—
|
|
||
State items
|
444,523
|
|
|
—
|
|
||
Interest rate swaps
|
801,180
|
|
|
1,426,162
|
|
||
Credits
|
786,169
|
|
|
614,578
|
|
||
Gross deferred income tax assets
|
$
|
9,279,473
|
|
|
$
|
9,908,240
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(7,645,315
|
)
|
|
$
|
(9,044,625
|
)
|
Contract refinancing
|
(3,147,505
|
)
|
|
(975,039
|
)
|
||
Canada
|
(338,435
|
)
|
|
(1,407,643
|
)
|
||
Acquisition accounting
|
(770,390
|
)
|
|
(586,492
|
)
|
||
Gross deferred income tax liabilities
|
(11,901,645
|
)
|
|
(12,013,799
|
)
|
||
Deferred income tax assets and liabilities, net
|
$
|
(2,622,172
|
)
|
|
$
|
(2,105,559
|
)
|
|
2008
|
|
2009
|
|
2010
|
||||||
Income before income tax
|
$
|
19,488,227
|
|
|
$
|
26,856,762
|
|
|
$
|
40,911,751
|
|
|
|
|
|
|
|
||||||
Federal statutory tax expense
|
$
|
6,820,879
|
|
|
$
|
9,399,917
|
|
|
$
|
14,319,113
|
|
State income taxes, net of federal benefit
|
595,632
|
|
|
1,259,719
|
|
|
1,271,896
|
|
|||
Net state impact of deferred rate change
|
(141,358
|
)
|
|
(997,011
|
)
|
|
—
|
|
|||
Meals and entertainment
|
87,068
|
|
|
88,798
|
|
|
99,128
|
|
|||
Stock-based compensation expense
|
177,972
|
|
|
459,439
|
|
|
12,132
|
|
|||
Energy efficiency preferences
|
(7,965,383
|
)
|
|
(2,973,669
|
)
|
|
(4,246,589
|
)
|
|||
Foreign items and rate differential
|
1,359,105
|
|
|
(413,467
|
)
|
|
(70,656
|
)
|
|||
Other state benefits
|
—
|
|
|
(309,752
|
)
|
|
—
|
|
|||
Miscellaneous
|
281,212
|
|
|
435,640
|
|
|
800,611
|
|
|||
|
$
|
1,215,127
|
|
|
$
|
6,949,614
|
|
|
$
|
12,185,635
|
|
|
|
2008
|
|
2009
|
|
2010
|
|||
Effective tax rate:
|
|
|
|
|
|
|
|
|
|
Federal statutory rate expense
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
3.1
|
%
|
|
4.7
|
%
|
|
3.1
|
%
|
Net state impact of deferred rate change
|
|
(0.7
|
)%
|
|
(3.7
|
)%
|
|
—
|
%
|
Meals and entertainment
|
|
0.4
|
%
|
|
0.3
|
%
|
|
0.3
|
%
|
Stock-based compensation expense
|
|
0.9
|
%
|
|
1.7
|
%
|
|
—
|
%
|
Energy efficiency preferences
|
|
(40.9
|
)%
|
|
(11.1
|
)%
|
|
(10.4
|
)%
|
Foreign items and rate differential
|
|
7.0
|
%
|
|
(1.5
|
)%
|
|
(0.2
|
)%
|
Other state benefits
|
|
—
|
%
|
|
(1.2
|
)%
|
|
—
|
%
|
Miscellaneous
|
|
1.4
|
%
|
|
1.6
|
%
|
|
2.0
|
%
|
|
|
6.2
|
%
|
|
25.8
|
%
|
|
29.8
|
%
|
|
|
2009
|
|
2010
|
||||
Balance, beginning of year
|
|
$
|
4,500,000
|
|
|
$
|
4,400,000
|
|
Additions for prior year tax positions
|
|
100,000
|
|
|
3,800,000
|
|
||
Settlements paid to tax authorities
|
|
—
|
|
|
—
|
|
||
Reductions of prior year tax positions
|
|
(200,000
|
)
|
|
(100,000
|
)
|
||
Balance, end of year
|
|
$
|
4,400,000
|
|
|
$
|
8,100,000
|
|
|
|
|
|
|
10.
|
STOCKHOLDERS' EQUITY
|
|
|
11.
|
STOCK INCENTIVE PLAN
|
|
|
|
|
|
|
|
|
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|||
Outstanding at December 31, 2007
|
|
11,042,500
|
|
|
$
|
1.980
|
|
Granted
|
|
303,000
|
|
|
5.600
|
|
|
Exercised
|
|
(28,000
|
)
|
|
(2.400
|
)
|
|
Forfeited
|
|
(582,000
|
)
|
|
(2.945
|
)
|
|
Outstanding at December 31, 2008
|
|
10,735,500
|
|
|
2.030
|
|
|
Granted
|
|
862,000
|
|
|
6.055
|
|
|
Exercised
|
|
(1,738,000
|
)
|
|
(0.505
|
)
|
|
Forfeited
|
|
(409,300
|
)
|
|
(2.020
|
)
|
|
Outstanding at December 31, 2009
|
|
9,450,200
|
|
|
2.680
|
|
|
Granted
|
|
856,000
|
|
|
13.045
|
|
|
Exercised
|
|
(1,801,906
|
)
|
|
1.484
|
|
|
Forfeited
|
|
(230,294
|
)
|
|
2.074
|
|
|
Outstanding at December 31, 2010
|
|
8,274,000
|
|
|
$
|
4.177
|
|
Options exercisable at December 31, 2010
|
|
6,066,750
|
|
|
$
|
2.956
|
|
Expected to vest at December 31, 2010
|
|
1,721,747
|
|
|
$
|
7.501
|
|
Options exercisable at December 31, 2009
|
|
7,033,550
|
|
|
$
|
2.145
|
|
|
|
Outstanding Options
|
|
Exercisable Options
|
||||||||||||||
Exercise Price
|
|
Number Outstanding
|
|
Weighted-Average Remaining Contractual Life
|
|
Weighted-Average Exercise Price
|
|
Number Exerciseable
|
|
Weighted-Average Exercise Price
|
||||||||
$
|
0.450
|
|
|
42,500
|
|
|
0.02
|
|
$
|
0.450
|
|
|
42,500
|
|
|
$
|
0.450
|
|
0.750
|
|
|
400,000
|
|
|
0.95
|
|
0.750
|
|
|
400,000
|
|
|
0.750
|
|
|||
0.875
|
|
|
1,024,700
|
|
|
1.54
|
|
0.875
|
|
|
1,024,700
|
|
|
0.875
|
|
|||
1.500
|
|
|
20,000
|
|
|
2.08
|
|
1.500
|
|
|
20,000
|
|
|
1.500
|
|
|||
1.750
|
|
|
243,500
|
|
|
2.53
|
|
1.750
|
|
|
243,500
|
|
|
1.750
|
|
|||
1.875
|
|
|
162,500
|
|
|
2.75
|
|
1.875
|
|
|
162,500
|
|
|
1.875
|
|
|||
2.750
|
|
|
1,171,750
|
|
|
3.53
|
|
2.750
|
|
|
1,159,750
|
|
|
2.750
|
|
|||
3.000
|
|
|
60,000
|
|
|
4.07
|
|
3.000
|
|
|
60,000
|
|
|
3.000
|
|
|||
3.250
|
|
|
1,295,050
|
|
|
2.70
|
|
3.250
|
|
|
1,195,500
|
|
|
3.250
|
|
|||
3.410
|
|
|
1,033,000
|
|
|
2.54
|
|
3.410
|
|
|
747,700
|
|
|
3.410
|
|
|||
4.220
|
|
|
919,000
|
|
|
3.20
|
|
4.220
|
|
|
554,700
|
|
|
4.220
|
|
|||
6.055
|
|
|
1,046,000
|
|
|
4.95
|
|
6.055
|
|
|
305,900
|
|
|
6.055
|
|
|||
13.045
|
|
|
856,000
|
|
|
5.82
|
|
13.045
|
|
|
150,000
|
|
|
13.045
|
|
|||
|
|
8,274,000
|
|
|
|
|
|
|
|
6,066,750
|
|
|
|
|
|
|
Years Ended December 31,
|
||||
|
|
2008
|
|
2009
|
|
2010
|
Future dividends
|
|
$ -
|
|
$ -
|
|
$ -
|
Risk-free interest rate
|
|
2.90-5.07%
|
|
2.00-2.94%
|
|
2.59-3.11%
|
Expected volatility
|
|
48%-54%
|
|
57%-59%
|
|
57%-59%
|
Expected life
|
|
6.5 years
|
|
6.5 years
|
|
6.5 years
|
12.
|
EMPLOYEE BENEFITS
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
|
Operating Leases
|
||
Years ended December 31,:
|
|
|
|
2011
|
$
|
2,476,506
|
|
2012
|
1,868,474
|
|
|
2013
|
1,353,431
|
|
|
2014
|
999,137
|
|
|
2015
|
990,413
|
|
|
Thereafter
|
1,053,535
|
|
|
Total minimum lease payments
|
$
|
8,741,496
|
|
14.
|
GEOGRAPHIC INFORMATION
|
|
2009
|
|
2010
|
|
||||
Assets:
|
|
|
|
|
|
|
||
United States
|
$
|
322,599,256
|
|
|
$
|
510,333,759
|
|
|
Canada
|
52,945,352
|
|
|
72,012,318
|
|
|
||
Other
|
—
|
|
|
104,896
|
|
|
||
|
$
|
375,544,608
|
|
|
$
|
582,450,973
|
|
|
|
2008
|
|
2009
|
|
2010
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|||
United States
|
$
|
308,559,860
|
|
|
$
|
341,607,504
|
|
|
$
|
514,372,208
|
|
|
Canada
|
84,070,159
|
|
|
83,632,845
|
|
|
101,870,281
|
|
|
|||
Other
|
3,223,710
|
|
|
3,276,240
|
|
|
1,984,170
|
|
|
|||
|
$
|
395,853,729
|
|
|
$
|
428,516,589
|
|
|
$
|
618,226,659
|
|
|
15.
|
RELATED PARTY TRANSACTIONS
|
16.
|
OTHER INCOME (EXPENSE), NET
|
|
2008
|
|
2009
|
|
2010
|
||||||
Gain realized from derivative
|
$
|
—
|
|
|
$
|
2,493,980
|
|
|
$
|
—
|
|
Unrealized (loss) gain from derivatives
|
(2,831,524
|
)
|
|
2,263,802
|
|
|
(133,591
|
)
|
|||
Interest expense, net of interest income
|
(2,117,567
|
)
|
|
(2,993,250
|
)
|
|
(4,380,183
|
)
|
|||
Amortization of deferred financing costs
|
(238,454
|
)
|
|
(201,622
|
)
|
|
(566,772
|
)
|
|||
|
$
|
(5,187,545
|
)
|
|
$
|
1,562,910
|
|
|
$
|
(5,080,546
|
)
|
17.
|
FAIR VALUE MEASUREMENT
|
|
|
|
Fair Value as of December 31,
|
||||||
|
Level
|
|
2009
|
|
2010
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||
Interest rate swap instruments
|
2
|
|
$
|
1,933,535
|
|
|
$
|
3,632,238
|
|
Total liabilities
|
|
|
$
|
1,933,535
|
|
|
$
|
3,632,238
|
|
18.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
|
Liability Derivatives as of December 31,
|
||||||||||
|
|
2009
|
|
2010
|
||||||||
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
|
Other liabilities
|
|
$
|
1,933,535
|
|
|
Other liabilities
|
|
$
|
—
|
|
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
|
Other liabilities
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
3,632,238
|
|
|
|
Location of Gain (Loss) Recognized in Income on
|
|
Amount of (Loss) Gain Recognized in Income on Derivative for the Years Ended December 31,
|
||||||||||
|
|
Derivative
|
|
2008
|
|
2009
|
|
2010
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swap contracts
|
|
Interest (expense) income
|
|
$
|
(2,831,524
|
)
|
|
$
|
2,263,802
|
|
|
$
|
(133,591
|
)
|
Interest rate cap
|
|
Interest (expense) income
|
|
$
|
—
|
|
|
$
|
2,493,980
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
As of December 31, 2010
|
||||||
|
|
Loss Recognized in Accumulated Other Comprehensive Income
|
|
Loss Reclassified from Accumulated Other Comprehensive Income
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
||||
Interest rate swap contracts
|
|
$
|
1,565,112
|
|
|
$
|
1,292,228
|
|
19.
|
BUSINESS SEGMENT INFORMATION
|
|
U.S. Federal
|
|
Central U.S Region
|
|
Other U.S. Regions
|
|
Canada
|
|
All Other
|
|
Total
|
||||||||||||
Total revenue
|
$
|
177,522,351
|
|
|
$
|
100,327,256
|
|
|
$
|
142,456,529
|
|
|
$
|
101,408,237
|
|
|
$
|
96,512,286
|
|
|
$
|
618,226,659
|
|
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,195
|
|
|
$
|
397,805
|
|
|
$
|
431,000
|
|
Interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,686
|
|
|
$
|
4,942,083
|
|
|
$
|
4,944,769
|
|
Depreciation
|
$
|
181,174
|
|
|
$
|
8,733
|
|
|
$
|
—
|
|
|
$
|
492,174
|
|
|
$
|
10,737,105
|
|
|
$
|
11,419,186
|
|
Income (loss) before taxes
|
$
|
21,443,966
|
|
|
$
|
10,378,682
|
|
|
$
|
25,582,985
|
|
|
$
|
4,352,485
|
|
|
$
|
(20,846,367
|
)
|
|
$
|
40,911,751
|
|
Total assets
|
$
|
210,456,641
|
|
|
$
|
26,338,559
|
|
|
$
|
122,524,864
|
|
|
$
|
72,012,318
|
|
|
$
|
151,118,591
|
|
|
$
|
582,450,973
|
|
Capital expenditures
|
$
|
672,617
|
|
|
$
|
68,097
|
|
|
$
|
1,606,508
|
|
|
$
|
10,277,279
|
|
|
$
|
27,002,027
|
|
|
$
|
39,626,528
|
|
|
U.S. Federal
|
|
Central U.S Region
|
|
Other U.S. Regions
|
|
Canada
|
|
All Other
|
|
Total
|
||||||||||||
Total revenue
|
$
|
87,579,580
|
|
|
$
|
88,067,983
|
|
|
$
|
77,828,302
|
|
|
$
|
83,632,845
|
|
|
$
|
91,407,879
|
|
|
$
|
428,516,589
|
|
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,511
|
|
|
$
|
74,439
|
|
|
$
|
97,950
|
|
Interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,464,960
|
)
|
|
$
|
(1,464,960
|
)
|
Depreciation
|
$
|
91,884
|
|
|
$
|
17,900
|
|
|
$
|
—
|
|
|
$
|
254,110
|
|
|
$
|
6,269,796
|
|
|
$
|
6,633,690
|
|
Income (loss) before taxes
|
$
|
11,276,053
|
|
|
$
|
10,121,160
|
|
|
$
|
5,076,943
|
|
|
$
|
4,154,533
|
|
|
$
|
(3,771,927
|
)
|
|
$
|
26,856,762
|
|
Total assets
|
$
|
66,104,336
|
|
|
$
|
25,501,159
|
|
|
$
|
109,502,883
|
|
|
$
|
52,945,352
|
|
|
$
|
121,490,878
|
|
|
$
|
375,544,608
|
|
Capital expenditures
|
$
|
113,515
|
|
|
$
|
8,528
|
|
|
$
|
780,576
|
|
|
$
|
914,980
|
|
|
$
|
19,821,998
|
|
|
$
|
21,639,597
|
|
|
U.S. Federal
|
|
Central U.S Region
|
|
Other U.S. Regions
|
|
Canada
|
|
All Other
|
|
Total
|
||||||||||||
Total revenue
|
$
|
69,325,020
|
|
|
$
|
74,989,373
|
|
|
$
|
78,708,984
|
|
|
$
|
84,000,159
|
|
|
$
|
88,830,193
|
|
|
$
|
395,853,729
|
|
Interest income
|
$
|
2,911
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186,101
|
|
|
$
|
18,031
|
|
|
$
|
207,043
|
|
Interest expense
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,394,521
|
|
|
$
|
5,394,588
|
|
Depreciation
|
$
|
103,869
|
|
|
$
|
24,305
|
|
|
$
|
—
|
|
|
$
|
164,731
|
|
|
$
|
3,485,361
|
|
|
$
|
3,778,266
|
|
Income (loss) before taxes
|
$
|
5,016,832
|
|
|
$
|
8,156,402
|
|
|
$
|
12,833,182
|
|
|
$
|
4,154,382
|
|
|
$
|
(10,672,571
|
)
|
|
$
|
19,488,227
|
|
Total assets
|
$
|
46,348,552
|
|
|
$
|
8,334,915
|
|
|
$
|
67,758,222
|
|
|
$
|
40,847,585
|
|
|
$
|
128,737,699
|
|
|
$
|
292,026,973
|
|
Capital expenditures
|
$
|
76,367
|
|
|
$
|
24,422
|
|
|
$
|
1,372,869
|
|
|
$
|
160,653
|
|
|
$
|
41,387,627
|
|
|
$
|
43,021,938
|
|
20.
|
SUBSEQUENT EVENTS
|
21.
|
UNAUDITED QUARTERLY INFORMATION
|
|
Year Ended December 31, 2010
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(unaudited, in thousands, except share and per share data)
|
||||||||||||||
Net revenues
|
$
|
105,629
|
|
|
$
|
141,355
|
|
|
$
|
191,901
|
|
|
$
|
179,342
|
|
Direct expenses
|
87,230
|
|
|
115,201
|
|
|
157,021
|
|
|
148,073
|
|
||||
Operating expenses
|
15,836
|
|
|
14,140
|
|
|
15,967
|
|
|
18,766
|
|
||||
Total expenses
|
103,066
|
|
|
129,341
|
|
|
172,988
|
|
|
166,839
|
|
||||
Operating income
|
2,563
|
|
|
12,014
|
|
|
18,913
|
|
|
12,503
|
|
||||
Other (expense) income, net
|
(856
|
)
|
|
(1,217
|
)
|
|
(2,010
|
)
|
|
(998
|
)
|
||||
Income before provision for income taxes
|
1,707
|
|
10,797
|
|
16,903
|
|
11,505
|
||||||||
Income tax provision
|
(429
|
)
|
|
(3,089
|
)
|
|
(4,862
|
)
|
|
(3,805
|
)
|
||||
Net income
|
$
|
1,278
|
|
|
$
|
7,708
|
|
|
$
|
12,041
|
|
|
$
|
7,700
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.10
|
|
|
$
|
0.56
|
|
|
$
|
0.35
|
|
|
$
|
0.19
|
|
Diluted
|
$
|
0.03
|
|
|
$
|
0.20
|
|
|
$
|
0.28
|
|
|
$
|
0.17
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
13,282,284
|
|
|
13,742,472
|
|
|
34,434,352
|
|
|
41,086,998
|
|
||||
Diluted
|
36,587,847
|
|
|
38,412,419
|
|
|
43,445,391
|
|
|
46,147,728
|
|
|
Year Ended December 31, 2009
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(unaudited, in thousands, except share and per share data)
|
||||||||||||||
Net revenues
|
$
|
73,387
|
|
|
$
|
89,457
|
|
|
$
|
132,294
|
|
|
$
|
133,378
|
|
Direct expenses
|
59,694
|
|
|
74,111
|
|
|
108,377
|
|
|
106,634
|
|
||||
Operating expenses
|
13,025
|
|
|
13,576
|
|
|
12,341
|
|
|
15,464
|
|
||||
Total expenses
|
72,719
|
|
|
87,687
|
|
|
120,718
|
|
|
122,098
|
|
||||
Operating income
|
668
|
|
|
1,770
|
|
|
11,576
|
|
|
11,280
|
|
||||
Other (expense) income, net
|
(24
|
)
|
|
613
|
|
|
924
|
|
|
51
|
|
||||
Income before provision for income taxes
|
644
|
|
|
2,383
|
|
|
12,500
|
|
|
11,331
|
|
||||
Income tax provision
|
(225
|
)
|
|
(663
|
)
|
|
(4,306
|
)
|
|
(1,757
|
)
|
||||
Net income
|
$
|
419
|
|
|
$
|
1,720
|
|
|
$
|
8,194
|
|
|
$
|
9,574
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
0.04
|
|
|
$
|
0.18
|
|
|
$
|
0.86
|
|
|
$
|
0.85
|
|
Weighted average common shares outstanding:
|
$
|
0.01
|
|
|
$
|
0.05
|
|
|
$
|
0.23
|
|
|
$
|
0.27
|
|
Basic
|
|
|
|
|
|
|
|
||||||||
Diluted
|
9,621,351
|
|
|
9,549,427
|
|
|
9,559,545
|
|
|
11,224,458
|
|
||||
Net revenues
|
32,957,183
|
|
|
34,926,267
|
|
|
35,625,835
|
|
|
35,306,526
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
||||
Equity compensation plans approved by security holders (1)
|
|
8,274,000
|
|
|
$
|
4.177
|
|
|
10,000,000
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
8,274,000
|
|
|
$
|
4.177
|
|
|
10,000,000
|
|
|
|
|
Consolidated Balance Sheets as of December 31, 2009 and December 31, 2010
|
|
|
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2008, December 31, 2009 and December 31, 2010
|
|
|
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2008, December 31, 2009 and December 31, 2010
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2008, December 31, 2009 and December 31, 2010
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
AMERESCO, INC.
|
|
Date: March 31, 2011
|
By:
|
/s/ George P. Sakellaris
|
|
|
George P. Sakellaris
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ George P. Sakellaris
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
March 31, 2011
|
George P. Sakellaris
|
|
|
|
|
/s/ Andrew B. Spence
|
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 31, 2011
|
Andrew B. Spence
|
|
|
|
|
/s/ David J. Anderson
|
|
Director
|
|
March 31, 2011
|
David J. Anderson
|
|
|
|
|
/s/ David J. Corrsin
|
|
Director
|
|
March 31, 2011
|
David J. Corrsin
|
|
|
|
|
/s/ William M. Bulger
|
|
Director
|
|
March 31, 2011
|
William M. Bulger
|
|
|
|
|
/s/ Douglas I. Foy
|
|
Director
|
|
March 31, 2011
|
Douglas I. Foy
|
|
|
|
|
/s/ Michael E. Jesanis
|
|
Director
|
|
March 31, 2011
|
Michael E. Jesanis
|
|
|
|
|
/s/ Guy W. Nichols
|
|
Director
|
|
March 31, 2011
|
Guy W. Nichols
|
|
|
|
|
/s/ Joseph W. Sutton
|
|
Director
|
|
March 31, 2011
|
Joseph W. Sutton
|
|
|
|
|
Exhibit
Number
|
Description
|
3.1
|
Amended and Restated Certificate of Incorporation of Ameresco, Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 27, 2010 and filed with the Commission on July 30, 2010 (file no. 011-34811) and incorporated herein by reference.
|
3.2
|
Amended and Restated By-Laws of Ameresco, Inc. Filed as Exhibit 3.3 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
4.1
|
Specimen Certificate evidencing shares of Class A common stock. Filed as Exhibit 4.1 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
10.1.1
|
Lease dated November 20, 2000 between Ameresco, Inc. and BCIA New England Holdings, LLC. Filed as Exhibit 10.1 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.1.2
|
First Amendment to Lease dated November 2001 by and between Ameresco, Inc. and BCIA New England Holdings, LLC. Filed as Exhibit 10.2 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.1.3
|
Second Amendment to Lease and Extension Agreement dated April 8, 2005 by and between Ameresco, Inc. and BCIA New England Holdings, LLC. Filed as Exhibit 10.3 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.1.4
|
Third Amendment to Lease dated April 17, 2007 by and between RREEF America REIT III-Z1 LLC and Ameresco, Inc. Filed as Exhibit 10.4 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.1.5
|
Fourth Amendment to Lease dated January 1, 2010 by and between RREEF America REIT III-Z1 LLC and Ameresco, Inc. Filed as Exhibit 10.17 to our Registration Statement on Form S-1 (pre-effective amendment no. 3; reg. no. 333-165821) and incorporated herein by reference.
|
10.2
|
Amended and Restated Credit and Security Agreement dated June 10, 2008 among Ameresco, Inc., certain guarantors party thereto, certain lenders party thereto from time to time and Bank of America, N.A. as Administrative Agent. Filed as Exhibit 10.5 to our Registration Statement on Form S-1 (pre-effective amendment no. 2; reg. no. 333-165821) and incorporated herein by reference.
|
10.3.1+
|
Ameresco, Inc. 2000 Stock Incentive Plan. Filed as Exhibit 10.6 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.3.2+
|
Form of Incentive Stock Option Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan. Filed as Exhibit 10.7 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.3.3+
|
Form of Non-Qualified Stock Option Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan. Filed as Exhibit 10.8 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.3.4+
|
Form of Restricted Stock Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan. Filed as Exhibit 10.9 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
Exhibit
Number
|
Description
|
10.4.1+
|
Ameresco, Inc. 2010 Stock Incentive Plan. Filed as Exhibit 10.10 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
10.4.2+
|
Form of Incentive Stock Option Agreement granted under Ameresco, Inc. 2010 Stock Incentive Plan. Filed as Exhibit 10.11 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
10.4.3+
|
Form of Director Stock Option Agreement granted under Ameresco, Inc. 2010 Stock Incentive Plan. Filed as Exhibit 10.12 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.1+
|
Form of Executive Employment Agreement. Filed as Exhibit 10.13 to our Registration Statement on Form S-1 (pre-effective amendment no. 4; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.2+
|
Employment Agreement dated as of June 4, 2010 between Ameresco, Inc. and David J. Anderson. Filed as Exhibit 10.19 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.3+
|
Employment Agreement dated as of June 2, 2010 between Ameresco, Inc. and Louis P. Maltezos. Filed as Exhibit 10.20 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.4+
|
Employment Agreement dated as of June 4, 2010 between Ameresco. Inc. and David J. Corrsin. Filed as Exhibit 10.21 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.5+
|
Employment Agreement dated as of June 3, 2010 between Ameresco, Inc. and Keith A. Derrington. Filed as Exhibit 10.22 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
10.5.6
|
Employment Agreement dated as of June 4, 2010 between Ameresco, Inc. and Michael T. Bakas. Filed as Exhibit 10.23 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
10.6.1*
|
Form of Indemnification Agreement entered into between Ameresco, Inc. and each non-employee director.
|
10.6.2*
|
Form of Indemnification Agreement entered into between Ameresco, Inc. and each employee director.
|
10.7
|
Stockholder Agreement dated as of September 25, 2008 by and among Ameresco, Inc., Samuel T. Byrne, AMCAP Holdings, Ltd., George P. Sakellaris and such other persons who from time to time become party thereto. Filed as Exhibit 10.14 to our Registration Statement on Form S-1 (reg. no. 333-165821) and incorporated herein by reference.
|
10.8++
|
Revised Final Proposal, DOE Savannah River Site, Biomass Cogeneration Facility and K and L Area Heating Plants, submitted by Ameresco Federal Solutions, under DOE Contract No. DE-AM36-02NT41457, May 11, 2009. Filed as Exhibit 10.16 to our Registration Statement on Form S-1 (pre-effective amendment no. 5; reg. no. 333-165821) and incorporated herein by reference.
|
21.1*
|
Subsidiaries of Ameresco, Inc.
|
23.1*
|
Consent of McGladrey & Pullen, LLP.
|
23.2*
|
Consent of Caturano & Company, Inc.
|
31.1*
|
Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Exhibit
Number
|
Description
|
32.1**
|
Principal Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
Principal Financial and Accounting Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
1277591 ONTARIO Inc.
|
Corporation
|
Canada
|
Ameresco Canada Inc.
|
Corporation
|
Canada
|
Ameresco Canada Wind Power Inc.
|
Corporation
|
Canada
|
Ameresco Colchester 1 Inc.
|
Corporation
|
Canada
|
Ameresco CEPRO Solar Inc.
|
Corporation
|
Canada
|
Ameresco Enertech, Inc.
|
Corporation
|
KY
|
Ameresco Servicios Energeticos S.L.
|
Corporation
|
Spain
|
Ameresco Federal Solutions, Inc.
|
Corporation
|
TN
|
Ameresco GEDSB Solar Inc.
|
Corporation
|
Canada
|
Ameresco Geothermal, Inc.
|
Corporation
|
Canada
|
Ameresco LFG - I, Inc. d/b/a Ameresco Goshen
|
Corporation
|
DE
|
Ameresco Planergy Housing, Inc.
|
Corporation
|
DE
|
Ameresco Puerto Rico, Inc.
|
Corporation
|
Commonwealth of Puerto Rico
|
Ameresco Quantum, Inc.
|
Corporation
|
WA
|
Ameresco Quebec Inc.
|
Corporation
|
Quebec
|
Ameresco S.A.
|
Corporation
|
Greece
|
Ameresco Select, Inc.
|
Corporation
|
MA
|
Ameresco Servicos Energiticos Ltda.
|
Corporation
|
Brazil
|
Ameresco Solar Finance Inc.
|
Corporation
|
Canada
|
Ameresco Solar - Solutions, Inc.
|
Corporation
|
TX
|
AmerescoSolutions, Inc.
|
Corporation
|
NC
|
Byrne (Sudbury) Engineering Inc.
|
Corporation
|
Canada
|
Byrne Engineering Inc.
|
Corporation
|
Canada
|
EI Fund One, Inc.
|
Corporation
|
MA
|
Energy Investment, Inc.
|
Corporation
|
MA
|
HEC/Tobyhanna Energy Project, Inc.
|
Corporation
|
MA
|
Sierra Energy Company
|
Corporation
|
NV
|
Ameresco/Pacific Energy JV
|
General Partnership
|
HI
|
Ameresco Alternate Fuels LLC
|
Limited Liability Company
|
DE
|
Ameresco Aneval LLC
|
Limited Liability Company
|
DE
|
Ameresco Butte County LLC
|
Limited Liability Company
|
DE
|
Ameresco Chicopee Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco Chiquita Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco Concord LLC
|
Limited Liability Company
|
DE
|
Ameresco Crazy Horse LLC
|
Limited Liability Company
|
DE
|
Ameresco CT LLC
|
Limited Liability Company
|
DE
|
Ameresco Cumberland LLC
|
Limited Liability Company
|
DE
|
Ameresco Dallas LLC
|
Limited Liability Company
|
DE
|
Ameresco Delaware Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco DR LLC
|
Limited Liability Company
|
DE
|
Ameresco Evansville LLC
|
Limited Liability Company
|
DE
|
Ameresco Forward LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding I, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding II, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding III, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding IV, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings I, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings II, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings III, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings IV, LLC
|
Limited Liability Company
|
DE
|
Date: March 31, 2011
|
/s/ George P. Sakellaris
|
|
George P. Sakellaris
President and Chief Executive Officer
(principal executive officer)
|
Date: March 31, 2011
|
/s/ Andrew B. Spence
|
|
Andrew B. Spence
Vice President and Chief Financial Officer
(principal financial officer)
|
Date: March 31, 2011
|
/s/ Andrew B. Spence
|
|
Andrew B. Spence
Vice President and Chief Financial Officer
(principal financial officer)
|
Date: March 31, 2011
|
/s/ George P. Sakellaris
|
|
George P. Sakellaris
President and Chief Executive Officer
(principal executive officer)
|