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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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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Large Accelerated Filer
o
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Accelerated Filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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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 July 28, 2014
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Class A Common Stock, $0.0001 par value per share
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28,341,948
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Class B Common Stock, $0.0001 par value per share
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18,000,000
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Page
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June 30,
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December 31,
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||||
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2014
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2013
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(Unaudited)
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ASSETS
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|||||
Current assets:
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||||
Cash and cash equivalents
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$
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16,408
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$
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17,171
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Restricted cash
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12,535
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15,497
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||
Accounts receivable, net
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74,940
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86,008
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Accounts receivable retainage
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14,422
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21,019
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Costs and estimated earnings in excess of billings
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56,003
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71,204
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Inventory, net
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9,256
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10,257
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Prepaid expenses and other current assets
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12,579
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10,177
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Income tax receivable
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10,646
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3,971
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Deferred income taxes
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6,047
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4,843
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Project development costs
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11,193
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9,686
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Total current assets
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224,029
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249,833
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Federal ESPC receivable
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50,488
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44,297
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Property and equipment, net
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8,213
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8,699
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Project assets, net
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210,256
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210,744
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Deferred financing fees, net
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5,102
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5,320
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Goodwill
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56,460
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53,074
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Intangible assets, net
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9,852
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10,253
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Other assets
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22,583
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22,440
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Total assets
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$
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586,983
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$
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604,660
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||
Current liabilities:
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Current portion of long-term debt
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$
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13,498
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$
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12,974
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Accounts payable
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73,748
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88,733
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Accrued expenses and other current liabilities
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19,978
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11,947
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Billings in excess of cost and estimated earnings
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15,639
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16,933
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Income taxes payable
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—
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615
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Total current liabilities
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122,863
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131,202
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Long-term debt, less current portion
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91,741
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103,222
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Federal ESPC liabilities
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45,923
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44,297
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Deferred income taxes
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16,180
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11,318
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Deferred grant income
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9,118
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8,163
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Other liabilities
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29,322
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29,652
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Commitments and contingencies (Note 5)
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AMERESCO, INC.
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|||||||
CONSOLIDATED BALANCE SHEETS — (Continued)
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|||||||
(in thousands, except share and per share amounts)
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|||||||
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June 30,
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December 31,
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||||
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2014
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2013
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(Unaudited)
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Stockholders’ equity:
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||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2014 and December 31, 2013
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$
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—
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$
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—
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Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 28,156,426 shares issued and outstanding at June 30, 2014, 27,869,317 shares issued and outstanding at December 31, 2013
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3
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3
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Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2014 and December 31, 2013
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2
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2
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Additional paid-in capital
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104,899
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102,587
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Retained earnings
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165,532
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171,094
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Accumulated other comprehensive income, net
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1,389
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3,112
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Non-controlling interest
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11
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8
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Total stockholders’ equity
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271,836
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276,806
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Total liabilities and stockholders’ equity
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$
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586,983
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$
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604,660
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2014
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2013
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2014
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2013
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Revenues
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$
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142,558
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$
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126,252
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$
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243,289
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$
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236,388
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Cost of revenues
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114,622
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102,870
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197,799
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191,487
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Gross profit
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27,936
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23,382
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45,490
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44,901
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Selling, general and administrative expenses
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24,154
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25,292
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48,493
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48,893
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Operating income (loss)
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3,782
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(1,910
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)
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(3,003
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)
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(3,992
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)
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||||
Other expenses, net
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796
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448
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2,528
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913
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Income (loss) before provision (benefit) for income taxes
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2,986
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(2,358
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)
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(5,531
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)
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(4,905
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)
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Income tax provision (benefit)
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267
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(577
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)
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31
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(1,200
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)
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Net income (loss)
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$
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2,719
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$
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(1,781
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)
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$
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(5,562
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)
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$
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(3,705
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)
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Net income (loss) per share attributable to common shareholders:
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Basic
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$
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0.06
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$
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(0.04
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)
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$
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(0.12
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)
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$
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(0.08
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)
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Diluted
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$
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0.06
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$
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(0.04
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)
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$
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(0.12
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)
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$
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(0.08
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)
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Weighted average common shares outstanding:
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||||||
Basic
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46,064,049
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45,465,529
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45,987,447
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45,396,765
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Diluted
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46,573,691
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45,465,529
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45,987,447
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45,396,765
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Three Months Ended June 30,
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||||||
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2014
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|
2013
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||||
Net income (loss)
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$
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2,719
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$
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(1,781
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)
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Other comprehensive (loss) income:
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Unrealized (loss) gain from interest rate hedge, net of tax of $277 and $(614), respectively
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(1,308
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)
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1,606
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Foreign currency translation adjustments
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971
|
|
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(595
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)
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||
Total other comprehensive (loss) income
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(337
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)
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1,011
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Comprehensive income (loss)
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$
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2,382
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$
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(770
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)
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Six Months Ended June 30,
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||||||
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2014
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2013
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||||
Net loss
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$
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(5,562
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)
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$
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(3,705
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)
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Other comprehensive (loss) income:
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|
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Unrealized (loss) gain from interest rate hedge, net of tax of $545 and $(756), respectively
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(1,804
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)
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2,531
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|
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Foreign currency translation adjustments
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81
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|
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(1,547
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)
|
||
Total other comprehensive (loss) income
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(1,723
|
)
|
|
984
|
|
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Comprehensive loss
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$
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(7,285
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)
|
|
$
|
(2,721
|
)
|
|
|
|
|
|
|
|
|
|
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Accumulated
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|
||||||||||||||||
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Additional
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|
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Other
|
|
|
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Total
|
||||||||||||||||
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Non-controlling
|
|
Stockholders’
|
||||||||||||||||||||
|
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Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income
|
|
Interest
|
|
Equity
|
||||||||||||||||
Balance, December 31, 2013
|
|
27,869,317
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
102,587
|
|
|
$
|
171,094
|
|
|
$
|
3,112
|
|
|
$
|
8
|
|
|
$
|
276,806
|
|
Exercise of stock options
|
|
287,109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
887
|
|
|||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,425
|
|
|||||||
Unrealized loss from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,804
|
)
|
|
—
|
|
|
(1,804
|
)
|
|||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
|||||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,562
|
)
|
|
—
|
|
|
—
|
|
|
(5,562
|
)
|
|||||||
Balance, June 30, 2014
|
|
28,156,426
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
104,899
|
|
|
$
|
165,532
|
|
|
$
|
1,389
|
|
|
$
|
11
|
|
|
$
|
271,836
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
(Revised, see Note 2)
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(5,562
|
)
|
|
$
|
(3,705
|
)
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
||||
Depreciation of project assets
|
7,430
|
|
|
6,879
|
|
||
Depreciation of property and equipment
|
1,677
|
|
|
1,610
|
|
||
Amortization of deferred financing fees
|
570
|
|
|
332
|
|
||
Amortization of intangible assets
|
1,878
|
|
|
1,789
|
|
||
Provision for bad debts
|
266
|
|
|
371
|
|
||
Unrealized gain on interest rate swaps
|
(1,197
|
)
|
|
(683
|
)
|
||
Stock-based compensation expense
|
1,425
|
|
|
1,336
|
|
||
Deferred income taxes
|
4,363
|
|
|
(2,871
|
)
|
||
Excess tax benefits from stock-based compensation arrangements
|
—
|
|
|
(297
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
624
|
|
|
(2,122
|
)
|
||
Accounts receivable
|
10,885
|
|
|
6,856
|
|
||
Accounts receivable retainage
|
6,494
|
|
|
(1,573
|
)
|
||
Federal ESPC receivable
|
(18,541
|
)
|
|
(13,785
|
)
|
||
Inventory
|
1,000
|
|
|
(2,047
|
)
|
||
Costs and estimated earnings in excess of billings
|
15,157
|
|
|
9,931
|
|
||
Prepaid expenses and other current assets
|
(2,538
|
)
|
|
(1,526
|
)
|
||
Project development costs
|
(1,664
|
)
|
|
(2,430
|
)
|
||
Other assets
|
(1,854
|
)
|
|
(759
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
(6,898
|
)
|
|
(36,186
|
)
|
||
Billings in excess of cost and estimated earnings
|
(1,399
|
)
|
|
371
|
|
||
Other liabilities
|
1,082
|
|
|
(73
|
)
|
||
Income taxes payable
|
(7,264
|
)
|
|
(365
|
)
|
||
Cash flows from operating activities
|
5,934
|
|
|
(38,947
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,195
|
)
|
|
(1,540
|
)
|
||
Purchases of project assets
|
(10,970
|
)
|
|
(31,619
|
)
|
||
Grant awards received on project assets
|
3,727
|
|
|
1,580
|
|
||
Proceeds from sales of assets
|
—
|
|
|
7
|
|
||
Acquisitions, net of cash received
|
(4,850
|
)
|
|
(9,346
|
)
|
||
Cash flows from investing activities
|
$
|
(13,288
|
)
|
|
$
|
(40,918
|
)
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|||||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|
AMERESCO, INC.
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
|
|||||||
(in thousands)
|
|||||||
(Unaudited)
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
(Revised, see Note 2)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Excess tax benefits from stock-based compensation arrangements
|
$
|
—
|
|
|
$
|
297
|
|
Payments of financing fees
|
(354
|
)
|
|
(504
|
)
|
||
Proceeds from exercises of options
|
887
|
|
|
1,250
|
|
||
Proceeds from senior secured credit facility
|
—
|
|
|
15,000
|
|
||
Proceeds from long-term debt financing
|
—
|
|
|
9,434
|
|
||
Proceeds from Federal ESPC projects
|
13,976
|
|
|
13,366
|
|
||
Non-controlling interest
|
3
|
|
|
41
|
|
||
Restricted cash
|
2,822
|
|
|
1,562
|
|
||
Payments on long-term debt
|
(10,923
|
)
|
|
(6,741
|
)
|
||
Cash flows from financing activities
|
6,411
|
|
|
33,705
|
|
||
Effect of exchange rate changes on cash
|
180
|
|
|
443
|
|
||
Net decrease in cash and cash equivalents
|
(763
|
)
|
|
(45,717
|
)
|
||
Cash and cash equivalents, beginning of period
|
17,171
|
|
|
63,348
|
|
||
Cash and cash equivalents, end of period
|
$
|
16,408
|
|
|
$
|
17,631
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
3,466
|
|
|
$
|
2,823
|
|
Cash paid for income taxes
|
$
|
1,758
|
|
|
$
|
901
|
|
Non-cash Federal ESPC settlement
|
$
|
12,350
|
|
|
$
|
44,739
|
|
|
Six Months Ended June 30, 2013
|
||||||||||
|
As Reported
|
|
Adjustment
|
|
Revised
|
||||||
Cash flows from operating activities
|
$
|
(18,820
|
)
|
|
$
|
(20,127
|
)
|
|
$
|
(38,947
|
)
|
Cash flows from investing activities
|
$
|
(40,918
|
)
|
|
$
|
—
|
|
|
$
|
(40,918
|
)
|
Cash flows from financing activities
|
$
|
13,578
|
|
|
$
|
20,127
|
|
|
$
|
33,705
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Allowance for doubtful accounts, beginning of period
|
$
|
1,519
|
|
|
$
|
1,174
|
|
Charges to costs and expenses
|
266
|
|
|
371
|
|
||
Account write-offs and other
|
(199
|
)
|
|
(24
|
)
|
||
Allowance for doubtful accounts, end of period
|
$
|
1,586
|
|
|
$
|
1,521
|
|
Asset Classification
|
|
Estimated Useful Life
|
Furniture and office equipment
|
|
Five years
|
Computer equipment and software costs
|
|
Three to five years
|
Leasehold improvements
|
|
Lesser of term of lease or five years
|
Automobiles
|
|
Five years
|
Land
|
|
Unlimited
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
2,719
|
|
|
$
|
(1,781
|
)
|
|
$
|
(5,562
|
)
|
|
$
|
(3,705
|
)
|
Basic weighted-average shares outstanding
|
46,064,049
|
|
|
45,465,529
|
|
|
45,987,447
|
|
|
45,396,765
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
509,642
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted-average shares outstanding
|
46,573,691
|
|
|
45,465,529
|
|
|
45,987,447
|
|
|
45,396,765
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Small-Scale Infrastructure
|
|
Other
|
|
Total
|
||||||||||||
Balance, December 31, 2013
|
$
|
24,759
|
|
|
$
|
3,375
|
|
|
$
|
4,124
|
|
|
$
|
—
|
|
|
$
|
20,816
|
|
|
$
|
53,074
|
|
Goodwill acquired during the year
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,575
|
|
|
2,575
|
|
||||||
Fair value adjustment(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|
641
|
|
||||||
Currency effects
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
183
|
|
|
170
|
|
||||||
Balance, June 30, 2014
|
$
|
24,759
|
|
|
$
|
3,375
|
|
|
$
|
4,111
|
|
|
$
|
—
|
|
|
$
|
24,215
|
|
|
$
|
56,460
|
|
Accumulated Goodwill Impairment Balance, December 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
Accumulated Goodwill Impairment Balance, June 30, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
2014
|
|
2013
|
||||
Gross Carrying Amount
|
|
|
|
||||
Customer contracts
|
$
|
7,724
|
|
|
$
|
7,684
|
|
Customer relationships
|
9,239
|
|
|
8,200
|
|
||
Non-compete agreements
|
3,296
|
|
|
3,230
|
|
||
Technology
|
2,844
|
|
|
2,386
|
|
||
Trade names
|
556
|
|
|
556
|
|
||
|
23,659
|
|
|
22,056
|
|
||
Accumulated Amortization
|
|
|
|
||||
Customer contracts
|
5,983
|
|
|
5,349
|
|
||
Customer relationships
|
3,565
|
|
|
2,923
|
|
||
Non-compete agreements
|
2,336
|
|
|
1,872
|
|
||
Technology
|
1,523
|
|
|
1,299
|
|
||
Trade names
|
400
|
|
|
360
|
|
||
|
13,807
|
|
|
11,803
|
|
||
Intangible assets, net
|
$
|
9,852
|
|
|
$
|
10,253
|
|
|
|
|
Fair Value as of
|
||||||
|
|
|
June 30,
|
|
December 31,
|
||||
|
Level
|
|
2014
|
|
2013
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
176
|
|
|
$
|
1,553
|
|
Liabilities:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
4,042
|
|
|
$
|
4,268
|
|
|
As of June 30, 2014
|
|
As of December 31, 2013
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt value
|
$
|
105,342
|
|
|
$
|
105,239
|
|
|
$
|
114,776
|
|
|
$
|
116,196
|
|
|
Derivatives as of
|
||||||||||
|
June 30, 2014
|
|
December 31, 2013
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other assets
|
|
$
|
176
|
|
|
Other assets
|
|
$
|
1,553
|
|
Interest rate swap contracts
|
Other liabilities
|
|
$
|
4,042
|
|
|
Other liabilities
|
|
$
|
4,268
|
|
|
Location of (Gain) Loss Recognized in Income (Loss)
|
|
Amount of (Gain) Loss Recognized in Income (Loss)
|
||||||||||||||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
(1,068
|
)
|
|
$
|
(864
|
)
|
|
$
|
(1,197
|
)
|
|
$
|
(987
|
)
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(266
|
)
|
|
Six Months Ended June 30, 2014
|
||||||
|
Loss Recognized in Accumulated Other Comprehensive Income
|
|
Interest Expense Reclassified from Accumulated Other Comprehensive Income into Other Expenses, Net
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
||||
Interest rate swap contracts
|
$
|
2,349
|
|
|
$
|
364
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Small-Scale Infrastructure
|
|
All Other
|
|
Total Consolidated
|
||||||||||||
Three Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
62,785
|
|
|
$
|
24,791
|
|
|
$
|
19,768
|
|
|
$
|
14,206
|
|
|
$
|
21,008
|
|
|
$
|
142,558
|
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
258
|
|
|
508
|
|
|
—
|
|
|
766
|
|
||||||
Depreciation and amortization of intangible assets
|
333
|
|
|
292
|
|
|
414
|
|
|
3,289
|
|
|
880
|
|
|
5,208
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,935
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
6,318
|
|
|
2,265
|
|
|
(1,710
|
)
|
|
3,143
|
|
|
(95
|
)
|
|
9,921
|
|
||||||
Three Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
68,100
|
|
|
12,745
|
|
|
16,125
|
|
|
10,230
|
|
|
19,052
|
|
|
126,252
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
12
|
|
|
1
|
|
|
2
|
|
|
15
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
514
|
|
|
499
|
|
|
—
|
|
|
1,013
|
|
||||||
Depreciation and amortization of intangible assets
|
446
|
|
|
288
|
|
|
430
|
|
|
2,437
|
|
|
549
|
|
|
4,150
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,396
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
4,679
|
|
|
(781
|
)
|
|
(1,204
|
)
|
|
1,489
|
|
|
(145
|
)
|
|
4,038
|
|
||||||
Six Months Ended June 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
103,791
|
|
|
36,141
|
|
|
36,067
|
|
|
25,355
|
|
|
41,935
|
|
|
243,289
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
1
|
|
|
23
|
|
|
—
|
|
|
24
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
670
|
|
|
1,277
|
|
|
—
|
|
|
1,947
|
|
||||||
Depreciation and amortization of intangible assets
|
647
|
|
|
564
|
|
|
820
|
|
|
6,247
|
|
|
1,735
|
|
|
10,013
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,003
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
6,602
|
|
|
2,265
|
|
|
(3,069
|
)
|
|
3,815
|
|
|
(141
|
)
|
|
9,472
|
|
||||||
Six Months Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
122,798
|
|
|
25,708
|
|
|
29,785
|
|
|
20,574
|
|
|
37,523
|
|
|
236,388
|
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
26
|
|
|
1
|
|
|
2
|
|
|
29
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
672
|
|
|
859
|
|
|
—
|
|
|
1,531
|
|
||||||
Depreciation and amortization of intangible assets
|
909
|
|
|
525
|
|
|
784
|
|
|
5,894
|
|
|
1,086
|
|
|
9,198
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,625
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
$
|
6,791
|
|
|
$
|
(120
|
)
|
|
$
|
(1,934
|
)
|
|
$
|
2,627
|
|
|
$
|
356
|
|
|
$
|
7,720
|
|
•
|
Revenue Recognition;
|
•
|
Project Assets;
|
•
|
Derivative Financial Instruments; and
|
•
|
Variable Interest Entities.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Operating income (loss)
|
$
|
3,782
|
|
|
$
|
(1,910
|
)
|
|
$
|
(3,003
|
)
|
|
$
|
(3,992
|
)
|
Depreciation and amortization of intangible assets
|
5,836
|
|
|
4,580
|
|
|
10,985
|
|
|
10,278
|
|
||||
Stock-based compensation
|
707
|
|
|
665
|
|
|
1,425
|
|
|
1,336
|
|
||||
Adjusted EBITDA
|
$
|
10,325
|
|
|
$
|
3,335
|
|
|
$
|
9,407
|
|
|
$
|
7,622
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
|
|
|
(Revised)
|
||||
Cash flows from operating activities
|
$
|
5,934
|
|
|
$
|
(38,947
|
)
|
Less: purchases of property and equipment
|
(1,195
|
)
|
|
(1,540
|
)
|
||
Plus: proceeds from Federal ESPC projects
|
13,976
|
|
|
13,366
|
|
||
Adjusted free cash flow
|
$
|
18,715
|
|
|
$
|
(27,121
|
)
|
|
Three Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
142,558
|
|
|
100.0
|
%
|
|
$
|
126,252
|
|
|
100.0
|
%
|
Cost of revenues
|
114,622
|
|
|
80.4
|
%
|
|
102,870
|
|
|
81.5
|
%
|
||
Gross profit
|
27,936
|
|
|
19.6
|
%
|
|
23,382
|
|
|
18.5
|
%
|
||
Selling, general and administrative expenses
|
24,154
|
|
|
16.9
|
%
|
|
25,292
|
|
|
20.0
|
%
|
||
Operating income (loss)
|
3,782
|
|
|
2.7
|
%
|
|
(1,910
|
)
|
|
(1.5
|
)%
|
||
Other expenses, net
|
796
|
|
|
0.6
|
%
|
|
448
|
|
|
0.4
|
%
|
||
Income (loss) before provision (benefit) from income taxes
|
2,986
|
|
|
2.1
|
%
|
|
(2,358
|
)
|
|
(1.9
|
)%
|
||
Income tax provision (benefit)
|
267
|
|
|
0.2
|
%
|
|
(577
|
)
|
|
(0.5
|
)%
|
||
Net income (loss)
|
$
|
2,719
|
|
|
1.9
|
%
|
|
$
|
(1,781
|
)
|
|
(1.4
|
)%
|
|
|
|
|
|
|
|
|
||||||
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
243,289
|
|
|
100.0
|
%
|
|
$
|
236,388
|
|
|
100.0
|
%
|
Cost of revenues
|
197,799
|
|
|
81.3
|
%
|
|
191,487
|
|
|
81.0
|
%
|
||
Gross profit
|
45,490
|
|
|
18.7
|
%
|
|
44,901
|
|
|
19.0
|
%
|
||
Selling, general and administrative expenses
|
48,493
|
|
|
19.9
|
%
|
|
48,893
|
|
|
20.7
|
%
|
||
Operating loss
|
(3,003
|
)
|
|
(1.2
|
)%
|
|
(3,992
|
)
|
|
(1.7
|
)%
|
||
Other expenses, net
|
2,528
|
|
|
1.0
|
%
|
|
913
|
|
|
0.4
|
%
|
||
Loss before provision (benefit) from income taxes
|
(5,531
|
)
|
|
(2.3
|
)%
|
|
(4,905
|
)
|
|
(2.1
|
)%
|
||
Income tax provision (benefit)
|
31
|
|
|
—
|
%
|
|
(1,200
|
)
|
|
(0.5
|
)%
|
||
Net loss
|
$
|
(5,562
|
)
|
|
(2.3
|
)%
|
|
$
|
(3,705
|
)
|
|
(1.6
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
142,558
|
|
|
$
|
126,252
|
|
|
$
|
16,306
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
243,289
|
|
|
$
|
236,388
|
|
|
$
|
6,901
|
|
|
2.9
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
114,622
|
|
|
$
|
102,870
|
|
|
$
|
11,752
|
|
|
11.4
|
%
|
Gross margin %
|
19.6
|
%
|
|
18.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
197,799
|
|
|
$
|
191,487
|
|
|
$
|
6,312
|
|
|
3.3
|
%
|
Gross margin %
|
18.7
|
%
|
|
19.0
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
24,154
|
|
|
$
|
25,292
|
|
|
$
|
(1,138
|
)
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
48,493
|
|
|
$
|
48,893
|
|
|
$
|
(400
|
)
|
|
(0.8
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
62,785
|
|
|
$
|
68,100
|
|
|
$
|
(5,315
|
)
|
|
(7.8
|
)%
|
Income before taxes
|
$
|
6,318
|
|
|
$
|
4,679
|
|
|
$
|
1,639
|
|
|
35.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
103,791
|
|
|
$
|
122,798
|
|
|
$
|
(19,007
|
)
|
|
(15.5
|
)%
|
Income before taxes
|
$
|
6,602
|
|
|
$
|
6,791
|
|
|
$
|
(189
|
)
|
|
(2.8
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
24,791
|
|
|
$
|
12,745
|
|
|
$
|
12,046
|
|
|
94.5
|
%
|
Income (loss) before taxes
|
$
|
2,265
|
|
|
$
|
(781
|
)
|
|
$
|
3,046
|
|
|
390.0
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
36,141
|
|
|
$
|
25,708
|
|
|
$
|
10,433
|
|
|
40.6
|
%
|
Income (loss) before taxes
|
$
|
2,265
|
|
|
$
|
(120
|
)
|
|
$
|
2,385
|
|
|
1,987.5
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
19,768
|
|
|
$
|
16,125
|
|
|
$
|
3,643
|
|
|
22.6
|
%
|
Loss before taxes
|
$
|
(1,710
|
)
|
|
$
|
(1,204
|
)
|
|
$
|
(506
|
)
|
|
(42.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
36,067
|
|
|
$
|
29,785
|
|
|
$
|
6,282
|
|
|
21.1
|
%
|
Loss before taxes
|
$
|
(3,069
|
)
|
|
$
|
(1,934
|
)
|
|
$
|
(1,135
|
)
|
|
(58.7
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
14,206
|
|
|
$
|
10,230
|
|
|
$
|
3,976
|
|
|
38.9
|
%
|
Income before taxes
|
$
|
3,143
|
|
|
$
|
1,489
|
|
|
$
|
1,654
|
|
|
111.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
25,355
|
|
|
$
|
20,574
|
|
|
$
|
4,781
|
|
|
23.2
|
%
|
Income before taxes
|
$
|
3,815
|
|
|
$
|
2,627
|
|
|
$
|
1,188
|
|
|
45.2
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
21,008
|
|
|
$
|
19,052
|
|
|
$
|
1,956
|
|
|
10.3
|
%
|
Loss before taxes
|
$
|
(95
|
)
|
|
$
|
(145
|
)
|
|
$
|
50
|
|
|
(34.5
|
)%
|
Unallocated corporate activity
|
$
|
(6,935
|
)
|
|
$
|
(6,396
|
)
|
|
$
|
(539
|
)
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2014
|
|
2013
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
41,935
|
|
|
$
|
37,523
|
|
|
$
|
4,412
|
|
|
11.8
|
%
|
Income before taxes
|
$
|
(141
|
)
|
|
$
|
356
|
|
|
$
|
(497
|
)
|
|
(139.6
|
)%
|
Unallocated corporate activity
|
$
|
(15,003
|
)
|
|
$
|
(12,625
|
)
|
|
$
|
(2,378
|
)
|
|
18.8
|
%
|
•
|
increase the margins over the applicable benchmark rate in determining the interest rate by
25
basis points;
|
•
|
waive compliance with the minimum EBITDA covenant for the four consecutive fiscal quarters ended December 31, 2013;
|
•
|
reduce the required minimum EBITDA amount to
$16.5 million
for the four consecutive fiscal quarters ended March 31, 2014,
$22.0 million
for the four consecutive fiscal quarters ended June 30, 2014,
$24.0 million
for the four consecutive fiscal quarters ended September 30, 2014, and
$27.0 million
for the four consecutive fiscal quarters ended December 31, 2014 and thereafter;
|
•
|
increase the maximum ratio of total funded debt to EBITDA as of the end of each fiscal quarter to
2.5
to
1.0
for March 31, 2014 and
2.25
to
1.0
for June 30, 2014, returning to
2.0
to
1.0
for September 30, 2014 and thereafter; and
|
•
|
reduce the minimum ratio of cash flow to debt service to
1.25
to
1.0
for the four fiscal quarters ended March 31, 2014, returning to
1.5
to
1.0
for the four fiscal quarters ended June 30, 2014 and thereafter.
|
|
Payments due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
One to
|
|
Three to
|
|
More than
|
||||||||||
|
Total
|
|
One Year
|
|
Three Years
|
|
Five Years
|
|
Five Years
|
||||||||||
Senior Secured Credit Facility:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revolver
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan
|
22,857
|
|
|
5,714
|
|
|
17,143
|
|
|
—
|
|
|
—
|
|
|||||
Project Financing:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and term loans
|
82,382
|
|
|
7,784
|
|
|
12,858
|
|
|
13,183
|
|
|
48,557
|
|
|||||
Federal ESPC liabilities(1)
|
45,923
|
|
|
—
|
|
|
45,923
|
|
|
—
|
|
|
—
|
|
|||||
Interest obligations(2)
|
33,044
|
|
|
4,719
|
|
|
7,850
|
|
|
6,107
|
|
|
14,368
|
|
|||||
Operating leases
|
10,033
|
|
|
3,111
|
|
|
4,596
|
|
|
1,914
|
|
|
412
|
|
|||||
Total
|
$
|
194,239
|
|
|
$
|
21,328
|
|
|
$
|
88,370
|
|
|
$
|
21,204
|
|
|
$
|
63,337
|
|
(1
|
)
|
|
Federal ESPC arrangements relate to the installation and construction of projects for certain customers, typically Federal Governmental entities, where we assign to the third-party lenders our right to customer receivables. We are relieved of the liability when the project is completed and accepted by the customer. We typically expect to be relieved of the liability between one and three years from the date of project construction commencement. The table does not include, for our Federal ESPC liability 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.
|
(2
|
)
|
|
For both the revolver and term loan portion of our senior secured credit facility, the table above assumes that the variable interest rate in effect at June 30, 2014 remains constant for the term of the facility.
|
•
|
we continued to act upon the enhancements to our internal controls that we implemented in
2013
as described in
our Annual Report on Form 10-K for the year ended December 31,
2013
;
|
•
|
we continued improving the quality and timing of our accounting close process and financial reporting to allow for an increase in time for review; and
|
•
|
we separated the corporate controller and chief accounting officer functions and hired a corporate controller to further enhance the timeliness of the review over our accounting close process and financial reporting.
|
|
AMERESCO, INC.
|
|
|
|
Date: July 31, 2014
|
By:
|
/s/ Andrew B. Spence
|
|
|
|
|
Andrew B. Spence
|
|
|
|
|
Vice President and Chief Financial Officer
(duly authorized and principal financial officer)
|
Exhibit
Number
|
Description
|
3.1
|
Amended and Restated By-Laws of Ameresco, Inc. (as further amended May 22, 2014).
|
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.
|
32.1*
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income (Loss), (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
*Furnished herewith.
|
1.
|
|
I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
|
|
2.
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
|
4.
|
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
|
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
|
|||||
Date: July 31, 2014
|
/s/ George P. Sakellaris
|
|||||
|
George P. Sakellaris
|
|||||
|
President and Chief Executive Officer
(principal executive officer)
|
1.
|
|
I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
|
|
2.
|
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
|
4.
|
|
The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
|
|
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
(c)
|
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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|
|
(d)
|
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
|
5.
|
|
The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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|
|||||
Date: July 31, 2014
|
/s/ Andrew B. Spence
|
|||||
|
Andrew B. Spence
|
|||||
|
Vice President and Chief Financial Officer
(principal financial officer)
|
(1)
|
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
||||
|
|
|
||||
(2)
|
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
||||
|
|
|
||||
|
|
|
||||
Date: July 31, 2014
|
/s/ George P. Sakellaris
|
|
||||
|
George P. Sakellaris
|
|
||||
|
President and Chief Executive Officer
(principal executive officer)
|
|
||||
|
|
|
||||
Date: July 31, 2014
|
/s/ Andrew B. Spence
|
|
||||
|
Andrew B. Spence
|
|
||||
|
Vice President and Chief Financial Officer
(principal financial officer)
|
|