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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)
|
|
(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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Class
|
Shares outstanding as of August 7, 2017
|
Class A Common Stock, $0.0001 par value per share
|
27,527,845
|
Class B Common Stock, $0.0001 par value per share
|
18,000,000
|
|
|
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Page
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||
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June 30,
|
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December 31,
|
||||
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2017
|
|
2016
|
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,131
|
|
|
$
|
20,607
|
|
Restricted cash
|
16,565
|
|
|
12,299
|
|
||
Accounts receivable, net
|
67,679
|
|
|
85,354
|
|
||
Accounts receivable retainage, net
|
18,295
|
|
|
17,465
|
|
||
Costs and estimated earnings in excess of billings
|
53,313
|
|
|
56,914
|
|
||
Inventory, net
|
9,479
|
|
|
12,104
|
|
||
Prepaid expenses and other current assets
|
10,613
|
|
|
11,732
|
|
||
Income tax receivable
|
521
|
|
|
406
|
|
||
Project development costs
|
13,339
|
|
|
9,180
|
|
||
Total current assets
|
216,935
|
|
|
226,061
|
|
||
Federal ESPC receivable
|
221,680
|
|
|
158,209
|
|
||
Property and equipment, net
|
4,699
|
|
|
5,018
|
|
||
Energy assets, net
|
348,472
|
|
|
319,758
|
|
||
Goodwill
|
55,779
|
|
|
57,976
|
|
||
Intangible assets, net
|
3,113
|
|
|
3,931
|
|
||
Other assets
|
25,204
|
|
|
26,328
|
|
||
Total assets
|
$
|
875,882
|
|
|
$
|
797,281
|
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
|
|
|
|||||
Current liabilities:
|
|
|
|
||||
Current portions of long-term debt and capital lease liabilities
|
$
|
22,270
|
|
|
$
|
19,292
|
|
Accounts payable
|
102,529
|
|
|
126,583
|
|
||
Accrued expenses and other current liabilities
|
21,146
|
|
|
22,763
|
|
||
Billings in excess of cost and estimated earnings
|
21,494
|
|
|
21,189
|
|
||
Income taxes payable
|
603
|
|
|
775
|
|
||
Total current liabilities
|
168,042
|
|
|
190,602
|
|
||
Long-term debt and capital lease liabilities, less current portions and net of deferred financing fees
|
172,732
|
|
|
140,593
|
|
||
Federal ESPC liabilities
|
197,729
|
|
|
133,003
|
|
||
Deferred income taxes, net
|
3,074
|
|
|
9,037
|
|
||
Deferred grant income
|
7,464
|
|
|
7,739
|
|
||
Other liabilities
|
16,340
|
|
|
15,154
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|||
Redeemable non-controlling interests
|
7,297
|
|
|
6,847
|
|
AMERESCO, INC.
|
|||||||
CONSOLIDATED BALANCE SHEETS — (Continued)
|
|||||||
(in thousands, except share and per share amounts)
|
|||||||
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
|
(Unaudited)
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2017 and December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 29,251,334 shares issued and 27,532,092 shares outstanding at June 30, 2017, 29,005,284 shares issued and 27,706,866 shares outstanding at December 31, 2016
|
3
|
|
|
3
|
|
||
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2017 and December 31, 2016
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
114,653
|
|
|
112,926
|
|
||
Retained earnings
|
203,540
|
|
|
194,353
|
|
||
Accumulated other comprehensive loss, net
|
(6,338
|
)
|
|
(6,591
|
)
|
||
Less - treasury stock, at cost, 1,719,242 shares at June 30, 2017 and 1,298,418 shares at December 31, 2016
|
(8,656
|
)
|
|
(6,387
|
)
|
||
Total stockholders’ equity
|
303,204
|
|
|
294,306
|
|
||
Total liabilities, redeemable non-controlling interests and stockholders’ equity
|
$
|
875,882
|
|
|
$
|
797,281
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
166,665
|
|
|
$
|
162,628
|
|
|
$
|
301,275
|
|
|
$
|
296,404
|
|
Cost of revenues
|
131,257
|
|
|
130,772
|
|
|
239,943
|
|
|
236,872
|
|
||||
Gross profit
|
35,408
|
|
|
31,856
|
|
|
61,332
|
|
|
59,532
|
|
||||
Selling, general and administrative expenses
|
26,650
|
|
|
27,140
|
|
|
53,137
|
|
|
53,028
|
|
||||
Operating income
|
8,758
|
|
|
4,716
|
|
|
8,195
|
|
|
6,504
|
|
||||
Other expenses, net
|
1,738
|
|
|
1,850
|
|
|
3,564
|
|
|
2,693
|
|
||||
Income before provision for income taxes
|
7,020
|
|
|
2,866
|
|
|
4,631
|
|
|
3,811
|
|
||||
Income tax provision
|
1,060
|
|
|
766
|
|
|
415
|
|
|
1,007
|
|
||||
Net income
|
5,960
|
|
|
2,100
|
|
|
4,216
|
|
|
2,804
|
|
||||
Net (income) loss attributable to redeemable non-controlling interests
|
(129
|
)
|
|
(106
|
)
|
|
971
|
|
|
244
|
|
||||
Net income attributable to common shareholders
|
$
|
5,831
|
|
|
$
|
1,994
|
|
|
$
|
5,187
|
|
|
$
|
3,048
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
0.13
|
|
|
$
|
0.04
|
|
|
$
|
0.11
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
0.13
|
|
|
$
|
0.04
|
|
|
$
|
0.11
|
|
|
$
|
0.07
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
45,463,403
|
|
|
46,719,122
|
|
|
45,488,498
|
|
|
46,730,805
|
|
||||
Diluted
|
45,674,715
|
|
|
46,793,350
|
|
|
45,601,466
|
|
|
46,730,805
|
|
|
Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
5,960
|
|
|
$
|
2,100
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized loss from interest rate hedge, net of tax benefit of $195 and $433, respectively
|
(331
|
)
|
|
(748
|
)
|
||
Foreign currency translation adjustments
|
373
|
|
|
(842
|
)
|
||
Total other comprehensive income (loss)
|
42
|
|
|
(1,590
|
)
|
||
Comprehensive income
|
6,002
|
|
|
510
|
|
||
Comprehensive income attributable to redeemable non-controlling interests
|
(129
|
)
|
|
(106
|
)
|
||
Comprehensive income attributable to common shareholders
|
$
|
5,873
|
|
|
$
|
404
|
|
|
|
|
|
||||
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
4,216
|
|
|
$
|
2,804
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized loss from interest rate hedge, net of tax benefit of $147 and $1,356, respectively
|
(129
|
)
|
|
(2,625
|
)
|
||
Foreign currency translation adjustments
|
382
|
|
|
(1,359
|
)
|
||
Total other comprehensive income (loss)
|
253
|
|
|
(3,984
|
)
|
||
Comprehensive income (loss)
|
4,469
|
|
|
(1,180
|
)
|
||
Comprehensive loss attributable to redeemable non-controlling interests
|
971
|
|
|
244
|
|
||
Comprehensive income (loss) attributable to common shareholders
|
$
|
5,440
|
|
|
$
|
(936
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
Redeemable
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
|
|
Total
|
|||||||||||||||||||
|
|
Non-Controlling
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Paid-in
|
|
Retained
|
|
Comprehensive
|
|
Treasury Stock
|
|
Stockholders’
|
|||||||||||||||||||||||||
|
|
Interests
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Shares
|
|
Amount
|
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2016
|
|
$
|
6,847
|
|
|
27,706,866
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
112,926
|
|
|
$
|
194,353
|
|
|
$
|
(6,591
|
)
|
|
1,298,418
|
|
|
$
|
(6,387
|
)
|
|
$
|
294,306
|
|
Cumulative impact from the adoption of ASU No. 2016-09 (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
246,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,077
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
||||||||
Open market purchase of common shares
|
|
—
|
|
|
(420,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420,824
|
|
|
(2,269
|
)
|
|
(2,269
|
)
|
||||||||
Unrealized loss from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
|
—
|
|
|
—
|
|
|
(129
|
)
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
382
|
|
|
—
|
|
|
—
|
|
|
382
|
|
||||||||
Contributions from redeemable non-controlling interests
|
|
1,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests, net
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
|
(971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,187
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,187
|
|
||||||||
Balance, June 30, 2017
|
|
$
|
7,297
|
|
|
27,532,092
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
114,653
|
|
|
$
|
203,540
|
|
|
$
|
(6,338
|
)
|
|
1,719,242
|
|
|
$
|
(8,656
|
)
|
|
$
|
303,204
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
4,216
|
|
|
$
|
2,804
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Depreciation of energy assets
|
10,220
|
|
|
9,179
|
|
||
Depreciation of property and equipment
|
1,336
|
|
|
1,552
|
|
||
Amortization of deferred financing fees
|
786
|
|
|
635
|
|
||
Amortization of intangible assets
|
716
|
|
|
1,211
|
|
||
Provision for bad debts
|
15
|
|
|
2,932
|
|
||
Gain on sale of assets
|
(104
|
)
|
|
—
|
|
||
Unrealized gain on ineffectiveness of interest rate swaps
|
(178
|
)
|
|
(153
|
)
|
||
Stock-based compensation expense
|
650
|
|
|
758
|
|
||
Deferred income taxes
|
(1,867
|
)
|
|
(1,365
|
)
|
||
Unrealized foreign exchange gain
|
(712
|
)
|
|
(791
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
215
|
|
|
(3,361
|
)
|
||
Accounts receivable
|
18,561
|
|
|
(8,701
|
)
|
||
Accounts receivable retainage
|
(779
|
)
|
|
(484
|
)
|
||
Federal ESPC receivable
|
(72,781
|
)
|
|
(50,167
|
)
|
||
Inventory, net
|
2,626
|
|
|
(1,183
|
)
|
||
Costs and estimated earnings in excess of billings
|
4,101
|
|
|
22,646
|
|
||
Prepaid expenses and other current assets
|
906
|
|
|
(562
|
)
|
||
Project development costs
|
(4,066
|
)
|
|
(1,360
|
)
|
||
Other assets
|
240
|
|
|
459
|
|
||
Accounts payable, accrued expenses and other current liabilities
|
(15,720
|
)
|
|
(8,254
|
)
|
||
Billings in excess of cost and estimated earnings
|
212
|
|
|
(6,041
|
)
|
||
Other liabilities
|
(60
|
)
|
|
(1,908
|
)
|
||
Income taxes payable
|
97
|
|
|
2,432
|
|
||
Cash flows from operating activities
|
(51,370
|
)
|
|
(39,722
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,231
|
)
|
|
(2,212
|
)
|
||
Purchases of energy assets
|
(51,393
|
)
|
|
(20,813
|
)
|
||
Proceeds from sale of assets of a business
|
2,777
|
|
|
—
|
|
||
Acquisitions, net of cash received
|
(2,409
|
)
|
|
—
|
|
||
Cash flows from investing activities
|
$
|
(52,256
|
)
|
|
$
|
(23,025
|
)
|
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,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of financing fees
|
$
|
(1,614
|
)
|
|
$
|
(749
|
)
|
Proceeds from exercises of options
|
1,077
|
|
|
470
|
|
||
Repurchase of common stock
|
(2,269
|
)
|
|
(1,949
|
)
|
||
Proceeds from senior secured credit facility, net
|
13,200
|
|
|
2,900
|
|
||
Proceeds from long-term debt financing
|
41,565
|
|
|
3,013
|
|
||
Proceeds from Federal ESPC projects
|
74,036
|
|
|
38,759
|
|
||
Proceeds from sale-leaseback financing
|
21,454
|
|
|
11,008
|
|
||
Proceeds from investment by redeemable non-controlling interests, net
|
1,421
|
|
|
6,519
|
|
||
Restricted cash
|
(2,458
|
)
|
|
3,369
|
|
||
Payments on long-term debt
|
(35,987
|
)
|
|
(6,129
|
)
|
||
Cash flows from financing activities
|
110,425
|
|
|
57,211
|
|
||
Effect of exchange rate changes on cash
|
(275
|
)
|
|
(832
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
6,524
|
|
|
(6,368
|
)
|
||
Cash and cash equivalents, beginning of period
|
20,607
|
|
|
21,645
|
|
||
Cash and cash equivalents, end of period
|
$
|
27,131
|
|
|
$
|
15,277
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
5,711
|
|
|
$
|
3,241
|
|
Cash paid for income taxes
|
$
|
2,371
|
|
|
$
|
2,004
|
|
Non-cash Federal ESPC settlement
|
$
|
9,310
|
|
|
$
|
44,234
|
|
Accrued purchases of energy assets
|
$
|
8,606
|
|
|
$
|
9,766
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Allowance for doubtful accounts, beginning of period
|
$
|
7,836
|
|
|
$
|
3,729
|
|
Charges to costs and expenses
|
15
|
|
|
1,852
|
|
||
Account write-offs and other
|
(3,945
|
)
|
|
376
|
|
||
Allowance for doubtful accounts, end of period
|
$
|
3,906
|
|
|
$
|
5,957
|
|
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
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||||
Capital lease assets
|
$
|
26,316
|
|
|
$
|
15,640
|
|
Less - accumulated depreciation and amortization
|
(1,265
|
)
|
|
(744
|
)
|
||
Capital lease assets, net
|
$
|
25,051
|
|
|
$
|
14,896
|
|
Quarter Ended
|
|
# Solar PV Projects Sold
|
|
Sale Price
|
|
Deferred Gain Recorded
|
|
Deferred Loss Recorded
|
|
Capital Lease Asset/Liability Recorded
|
|
Initial Lease Term
|
|
Periodic Minimum Lease Payment
|
|
Periodic Maximum Lease Payment
|
||||||
June 30, 2016
|
|
3
|
|
7,467
|
|
|
—
|
|
|
124
|
|
|
4,266
|
|
|
20
|
|
8
|
|
|
389
|
|
June 30, 2017
|
|
4
|
|
12,671
|
|
|
932
|
|
|
144
|
|
|
5,774
|
|
|
20
|
|
4
|
|
|
252
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income attributable to common shareholders
|
$
|
5,831
|
|
|
$
|
1,994
|
|
|
$
|
5,187
|
|
|
$
|
3,048
|
|
Basic weighted-average shares outstanding
|
45,463,403
|
|
|
46,719,122
|
|
|
45,488,498
|
|
|
46,730,805
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
211,312
|
|
|
74,228
|
|
|
112,968
|
|
|
—
|
|
||||
Diluted weighted-average shares outstanding
|
45,674,715
|
|
|
46,793,350
|
|
|
45,601,466
|
|
|
46,730,805
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Small-Scale Infrastructure
|
|
Other
|
|
Total
|
||||||||||||
Balance, December 31, 2016
|
$
|
24,759
|
|
|
$
|
3,375
|
|
|
$
|
3,262
|
|
|
$
|
—
|
|
|
$
|
26,580
|
|
|
$
|
57,976
|
|
Sale of assets of a business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,639
|
)
|
|
(2,639
|
)
|
||||||
Currency effects
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
326
|
|
|
442
|
|
||||||
Balance, June 30, 2017
|
$
|
24,759
|
|
|
$
|
3,375
|
|
|
$
|
3,378
|
|
|
$
|
—
|
|
|
$
|
24,267
|
|
|
$
|
55,779
|
|
Accumulated Goodwill Impairment Balance, December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
Accumulated Goodwill Impairment Balance, June 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
2017
|
|
2016
|
||||
Gross Carrying Amount
|
|
|
|
||||
Customer contracts
|
$
|
7,702
|
|
|
$
|
7,594
|
|
Customer relationships
|
11,686
|
|
|
11,652
|
|
||
Non-compete agreements
|
3,026
|
|
|
3,203
|
|
||
Technology
|
2,734
|
|
|
2,716
|
|
||
Trade names
|
544
|
|
|
542
|
|
||
|
25,692
|
|
|
25,707
|
|
||
Accumulated Amortization
|
|
|
|
||||
Customer contracts
|
7,687
|
|
|
7,566
|
|
||
Customer relationships
|
8,807
|
|
|
8,048
|
|
||
Non-compete agreements
|
3,002
|
|
|
3,158
|
|
||
Technology
|
2,563
|
|
|
2,485
|
|
||
Trade names
|
520
|
|
|
519
|
|
||
|
22,579
|
|
|
21,776
|
|
||
Intangible assets, net
|
$
|
3,113
|
|
|
$
|
3,931
|
|
|
Gross Unrecognized Tax Benefits
|
||
Balance, December 31, 2016
|
$
|
600
|
|
Additions for prior year tax positions
|
—
|
|
|
Settlements with tax authorities
|
—
|
|
|
Reductions of prior year tax positions
|
—
|
|
|
Balance, June 30, 2017
|
$
|
600
|
|
|
|
|
Fair Value as of
|
||||||
|
|
|
June 30,
|
|
December 31,
|
||||
|
Level
|
|
2017
|
|
2016
|
||||
Liabilities:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
3,942
|
|
|
$
|
3,843
|
|
|
As of June 30, 2017
|
|
As of December 31, 2016
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt value
|
$
|
171,036
|
|
|
$
|
170,594
|
|
|
$
|
145,746
|
|
|
$
|
145,238
|
|
|
Derivatives as of
|
||||||||||
|
June 30, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other liabilities
|
|
$
|
3,942
|
|
|
Other liabilities
|
|
$
|
3,843
|
|
|
Location of Gain Recognized in Net Income
|
|
Amount of Gain Recognized in Net Income
|
||||||||||||||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
(55
|
)
|
|
$
|
(83
|
)
|
|
$
|
(178
|
)
|
|
$
|
(153
|
)
|
|
Six Months Ended
|
||
|
June 30, 2017
|
||
Derivatives Designated as Hedging Instruments:
|
|
||
Accumulated loss in AOCI at the beginning of the period
|
$
|
(2,042
|
)
|
Unrealized gain recognized in AOCI
|
298
|
|
|
Loss reclassified from AOCI to other expenses, net
|
(441
|
)
|
|
Accumulated loss in AOCI at the end of the period
|
$
|
(2,185
|
)
|
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Cash
|
$
|
797
|
|
|
$
|
1,157
|
|
Restricted cash
|
1,554
|
|
|
1,554
|
|
||
Accounts receivable
|
346
|
|
|
80
|
|
||
Costs and estimated earnings in excess of billings
|
460
|
|
|
50
|
|
||
Prepaid expenses and other current assets
|
—
|
|
|
50
|
|
||
Energy assets, net
|
55,736
|
|
|
33,734
|
|
||
Other assets
|
—
|
|
|
77
|
|
||
Accrued liabilities
|
$
|
924
|
|
|
$
|
165
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Small-Scale Infrastructure
|
|
All Other
|
|
Total Consolidated
|
||||||||||||
Three Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
60,979
|
|
|
$
|
59,106
|
|
|
$
|
8,991
|
|
|
$
|
19,066
|
|
|
$
|
18,523
|
|
|
$
|
166,665
|
|
Interest income
|
—
|
|
|
9
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
27
|
|
||||||
Interest expense
|
—
|
|
|
266
|
|
|
487
|
|
|
1,505
|
|
|
13
|
|
|
2,271
|
|
||||||
Depreciation and amortization of intangible assets
|
67
|
|
|
654
|
|
|
286
|
|
|
4,220
|
|
|
432
|
|
|
5,659
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,206
|
)
|
||||||
Income before taxes, excluding unallocated corporate activity
|
2,412
|
|
|
8,881
|
|
|
614
|
|
|
1,903
|
|
|
416
|
|
|
14,226
|
|
||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
70,583
|
|
|
43,099
|
|
|
13,198
|
|
|
19,060
|
|
|
16,688
|
|
|
162,628
|
|
||||||
Interest income
|
—
|
|
|
3
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
13
|
|
||||||
Interest expense
|
—
|
|
|
289
|
|
|
403
|
|
|
1,068
|
|
|
—
|
|
|
1,760
|
|
||||||
Depreciation and amortization of intangible assets
|
137
|
|
|
704
|
|
|
261
|
|
|
3,751
|
|
|
675
|
|
|
5,528
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,839
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
4,623
|
|
|
4,565
|
|
|
(1,844
|
)
|
|
2,290
|
|
|
71
|
|
|
9,705
|
|
||||||
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
102,585
|
|
|
107,030
|
|
|
18,492
|
|
|
37,594
|
|
|
35,574
|
|
|
301,275
|
|
||||||
Interest income
|
—
|
|
|
15
|
|
|
1
|
|
|
30
|
|
|
—
|
|
|
46
|
|
||||||
Interest expense
|
—
|
|
|
533
|
|
|
934
|
|
|
2,627
|
|
|
25
|
|
|
4,119
|
|
||||||
Depreciation and amortization of intangible assets
|
141
|
|
|
1,307
|
|
|
575
|
|
|
8,473
|
|
|
910
|
|
|
11,406
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,092
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
(169
|
)
|
|
14,326
|
|
|
101
|
|
|
3,152
|
|
|
1,313
|
|
|
18,723
|
|
||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
112,204
|
|
|
81,768
|
|
|
28,005
|
|
|
39,753
|
|
|
34,674
|
|
|
296,404
|
|
||||||
Interest income
|
—
|
|
|
5
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
24
|
|
||||||
Interest expense
|
—
|
|
|
388
|
|
|
750
|
|
|
2,096
|
|
|
—
|
|
|
3,234
|
|
||||||
Depreciation and amortization of intangible assets
|
274
|
|
|
1,227
|
|
|
500
|
|
|
7,600
|
|
|
1,348
|
|
|
10,949
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,566
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
$
|
4,814
|
|
|
$
|
10,965
|
|
|
$
|
(1,303
|
)
|
|
$
|
4,611
|
|
|
$
|
(710
|
)
|
|
$
|
18,377
|
|
|
•
|
|
a ratio of total funded debt to EBITDA of:
|
|
|
-
|
less than 2.00 to 1.0 as of the end of each fiscal quarter ending on or before June 30, 2016;
|
|
|
-
|
less than 2.75 to 1.0 as of the end of each fiscal quarter ending September 30, 2016 and thereafter; and
|
|
•
|
|
a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0.
|
•
|
Revenue Recognition;
|
•
|
Energy Assets (formerly referred to as Project Assets);
|
•
|
Goodwill and Intangible Assets;
|
•
|
Derivative Financial Instruments; and
|
•
|
Variable Interest Entities.
|
|
Three Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
166,665
|
|
|
100.0
|
%
|
|
$
|
162,628
|
|
|
100.0
|
%
|
Cost of revenues
|
131,257
|
|
|
78.8
|
%
|
|
130,772
|
|
|
80.4
|
%
|
||
Gross profit
|
35,408
|
|
|
21.2
|
%
|
|
31,856
|
|
|
19.6
|
%
|
||
Selling, general and administrative expenses
|
26,650
|
|
|
16.0
|
%
|
|
27,140
|
|
|
16.7
|
%
|
||
Operating income
|
8,758
|
|
|
5.3
|
%
|
|
4,716
|
|
|
2.9
|
%
|
||
Other expenses, net
|
1,738
|
|
|
1.0
|
%
|
|
1,850
|
|
|
1.1
|
%
|
||
Income before provision from income taxes
|
7,020
|
|
|
4.2
|
%
|
|
2,866
|
|
|
1.8
|
%
|
||
Income tax provision
|
1,060
|
|
|
0.6
|
%
|
|
766
|
|
|
0.5
|
%
|
||
Net income
|
5,960
|
|
|
3.6
|
%
|
|
2,100
|
|
|
1.3
|
%
|
||
Net income attributable to redeemable non-controlling interest
|
(129
|
)
|
|
(0.1
|
)%
|
|
(106
|
)
|
|
(0.1
|
)%
|
||
Net income attributable to common shareholders
|
$
|
5,831
|
|
|
3.5
|
%
|
|
$
|
1,994
|
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
||||||
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
301,275
|
|
|
100.0
|
%
|
|
$
|
296,404
|
|
|
100.0
|
%
|
Cost of revenues
|
239,943
|
|
|
79.6
|
%
|
|
236,872
|
|
|
79.9
|
%
|
||
Gross profit
|
61,332
|
|
|
20.4
|
%
|
|
59,532
|
|
|
20.1
|
%
|
||
Selling, general and administrative expenses
|
53,137
|
|
|
17.6
|
%
|
|
53,028
|
|
|
17.9
|
%
|
||
Operating income
|
8,195
|
|
|
2.7
|
%
|
|
6,504
|
|
|
2.2
|
%
|
||
Other expenses, net
|
3,564
|
|
|
1.2
|
%
|
|
2,693
|
|
|
0.9
|
%
|
||
Income before provision from income taxes
|
4,631
|
|
|
1.5
|
%
|
|
3,811
|
|
|
1.3
|
%
|
||
Income tax provision
|
415
|
|
|
0.1
|
%
|
|
1,007
|
|
|
0.3
|
%
|
||
Net income
|
4,216
|
|
|
1.4
|
%
|
|
2,804
|
|
|
0.9
|
%
|
||
Net loss attributable to redeemable non-controlling interest
|
971
|
|
|
0.3
|
%
|
|
244
|
|
|
0.1
|
%
|
||
Net income attributable to common shareholders
|
$
|
5,187
|
|
|
1.7
|
%
|
|
$
|
3,048
|
|
|
1.0
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
166,665
|
|
|
$
|
162,628
|
|
|
$
|
4,037
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
301,275
|
|
|
$
|
296,404
|
|
|
$
|
4,871
|
|
|
1.6
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
131,257
|
|
|
$
|
130,772
|
|
|
$
|
485
|
|
|
0.4
|
%
|
Gross margin %
|
21.2
|
%
|
|
19.6
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
239,943
|
|
|
$
|
236,872
|
|
|
$
|
3,071
|
|
|
1.3
|
%
|
Gross margin %
|
20.4
|
%
|
|
20.1
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
26,650
|
|
|
$
|
27,140
|
|
|
$
|
(490
|
)
|
|
(1.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
53,137
|
|
|
$
|
53,028
|
|
|
$
|
109
|
|
|
0.2
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
60,979
|
|
|
$
|
70,583
|
|
|
$
|
(9,604
|
)
|
|
(13.6
|
)%
|
Income before taxes
|
$
|
2,412
|
|
|
$
|
4,623
|
|
|
$
|
(2,211
|
)
|
|
(47.8
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
102,585
|
|
|
$
|
112,204
|
|
|
$
|
(9,619
|
)
|
|
(8.6
|
)%
|
(Loss) income before taxes
|
$
|
(169
|
)
|
|
$
|
4,814
|
|
|
$
|
(4,983
|
)
|
|
(103.5
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
59,106
|
|
|
$
|
43,099
|
|
|
$
|
16,007
|
|
|
37.1
|
%
|
Income before taxes
|
$
|
8,881
|
|
|
$
|
4,565
|
|
|
$
|
4,316
|
|
|
94.5
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
107,030
|
|
|
$
|
81,768
|
|
|
$
|
25,262
|
|
|
30.9
|
%
|
Income before taxes
|
$
|
14,326
|
|
|
$
|
10,965
|
|
|
$
|
3,361
|
|
|
30.7
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
8,991
|
|
|
$
|
13,198
|
|
|
$
|
(4,207
|
)
|
|
(31.9
|
)%
|
Income (loss) before taxes
|
$
|
614
|
|
|
$
|
(1,844
|
)
|
|
$
|
2,458
|
|
|
133.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
18,492
|
|
|
$
|
28,005
|
|
|
$
|
(9,513
|
)
|
|
(34.0
|
)%
|
Income (loss) before taxes
|
$
|
101
|
|
|
$
|
(1,303
|
)
|
|
$
|
1,404
|
|
|
107.8
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
19,066
|
|
|
$
|
19,060
|
|
|
$
|
6
|
|
|
—
|
%
|
Income before taxes
|
$
|
1,903
|
|
|
$
|
2,290
|
|
|
$
|
(387
|
)
|
|
(16.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
37,594
|
|
|
$
|
39,753
|
|
|
$
|
(2,159
|
)
|
|
(5.4
|
)%
|
Income before taxes
|
$
|
3,152
|
|
|
$
|
4,611
|
|
|
$
|
(1,459
|
)
|
|
(31.6
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
18,523
|
|
|
$
|
16,688
|
|
|
$
|
1,835
|
|
|
11.0
|
%
|
Income before taxes
|
$
|
416
|
|
|
$
|
71
|
|
|
$
|
345
|
|
|
485.9
|
%
|
Unallocated corporate activity
|
$
|
(7,206
|
)
|
|
$
|
(6,839
|
)
|
|
$
|
(367
|
)
|
|
(5.4
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2017
|
|
2016
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
35,574
|
|
|
$
|
34,674
|
|
|
$
|
900
|
|
|
2.6
|
%
|
Income (loss) before taxes
|
$
|
1,313
|
|
|
$
|
(710
|
)
|
|
$
|
2,023
|
|
|
284.9
|
%
|
Unallocated corporate activity
|
$
|
(14,092
|
)
|
|
$
|
(14,566
|
)
|
|
$
|
474
|
|
|
3.3
|
%
|
|
•
|
|
a ratio of total funded debt to EBITDA of:
|
|
|
-
|
less than 2.00 to 1.0 as of the end of each fiscal quarter ending on or before June 30, 2016;
|
|
|
-
|
less than 2.75 to 1.0 as of the end of each fiscal quarter ending September 30, 2016 and thereafter; and
|
|
•
|
|
a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0.
|
|
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
|
$
|
28,233
|
|
|
$
|
—
|
|
|
$
|
28,233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term Loan
|
25,500
|
|
|
6,000
|
|
|
19,500
|
|
|
—
|
|
|
—
|
|
|||||
Project Financing:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and term loans
|
123,748
|
|
|
12,854
|
|
|
53,608
|
|
|
13,336
|
|
|
43,950
|
|
|||||
Federal ESPC liabilities(1)
|
197,729
|
|
|
—
|
|
|
197,729
|
|
|
—
|
|
|
—
|
|
|||||
Interest obligations(2)
|
61,186
|
|
|
9,307
|
|
|
15,150
|
|
|
11,392
|
|
|
25,337
|
|
|||||
Capital lease liabilities
|
24,410
|
|
|
3,397
|
|
|
7,121
|
|
|
5,318
|
|
|
8,574
|
|
|||||
Operating leases
|
22,447
|
|
|
4,807
|
|
|
7,134
|
|
|
4,075
|
|
|
6,431
|
|
|||||
Total
|
$
|
483,253
|
|
|
$
|
36,365
|
|
|
$
|
328,475
|
|
|
$
|
34,121
|
|
|
$
|
84,292
|
|
(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 revolving and term loan portions of our senior secured credit facility, the table above assumes that the variable interest rate in effect at June 30, 2017 remains constant for the term of the facility. Excludes interest on construction loans payable and lines of credit due to no stated payment terms.
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
|
||||||
April 1, 2017 - April 30, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
6,632,031
|
|
May 1, 2017 - May 31, 2017
|
33,010
|
|
|
6.62
|
|
|
33,010
|
|
|
6,413,564
|
|
||
June 1, 2017 - June 30, 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
6,413,564
|
|
||
Total
|
33,010
|
|
|
$
|
6.62
|
|
|
33,010
|
|
|
$
|
6,413,564
|
|
|
AMERESCO, INC.
|
|
|
|
Date: August 9, 2017
|
By:
|
/s/ John R. Granara, III
|
|
|
|
|
John R. Granara, III
|
|
|
|
|
Executive Vice President and Chief Financial Officer
(duly authorized and principal financial officer)
|
Exhibit
Number
|
Description
|
10.1*+
|
Ameresco, Inc. 2017 Employee Stock Purchase Plan
|
10.2*+
|
Ameresco, Inc. Executive Management Team Additional Annual Incentive Performance Program
|
10.3
|
Amendment No. 6 to Third Amended and Restated Credit and Security Agreement dated June 29, 2017 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 10.1 to our Current Report on Form 8-K dated June 29, 2017 and filed with the Commission on July 6, 2017 (file no. 001-34811) and incorporated herein by reference.
|
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.
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32.1**
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Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101*
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The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
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*Filed herewith.
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+ Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.
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**Furnished herewith.
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•
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In the event the Adjusted EBITDA for the Plan Year is less than the AIPP Goal for Adjusted EBITDA, the amount of the AIPP Incentive Pool shall be zero ($0).
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•
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In the event the Adjusted EBITDA for the Plan Year, prior to determination of the AIPP Incentive Pool, exceeds the AIPP Goal for Adjusted EBITDA, The AIPP Incentive Pool shall be equal to an escalating percentage of the incremental Adjusted EBITDA above the AIPP Goal for Adjusted EBITDA as follows:
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Amount of Adjusted EBITDA in Excess of AIP Goal
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% of Incremental Adjusted EBITDA Allocated to AIPP Pool
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Funding Amount to AIPP Pool
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$0 - $1 million
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20%
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$0 to $200,000
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> $1m to $2 million
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21%
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$210,000 to $420,000
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> $2m to $3 million
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22%
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$440,000 to $660,000
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> $3m to $4 million
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23%
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$690,000 to $920,000
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> $4m to $5 million
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24%
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$960,000 to $1,200,000
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Greater than $5 million
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25%
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$1,250,000 - Unlimited
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•
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There will be no cap on the size of the AIPP Incentive Pool.
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The Compensation Committee shall certify attainment of the AIPP Goals.
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As soon as practical following the issuance of the Company’s annual report on Form 10-K , the CEO shall develop a recommended schedule of AIPP incentive payments for each Participant based upon the CEO’s assessment of each Participant’s relative contribution to the Company’s success. The CEO’s recommendations shall be made in his sole discretion and may be in any amount provided, however, that in no case shall the sum of all recommended payments exceed the AIPP Incentive Pool amount.
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The CEO shall submit the recommended schedule of AIPP incentive payments to the Compensation Committee for final review and approval after the filing of the Company’s annual report on Form 10-K. Payments shall be made to Participants as soon as practical after approval by the Compensation Committee or, in the case of the CEO, approval by the independent members of the Compensation Committee.
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•
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There shall be no cap on the amount of incentive an individual Participant may receive under the AIPP provided, however, that in no case shall the aggregate amount of incentives paid to all eligible Participants under the AIPP exceed the approved AIPP Incentive Pool amount. Further, payments made under this AIPP are intended to be in addition to, and over and above, any annual incentive bonus or equity incentive awards the Participant may otherwise be eligible for. It is the intention of the Company that any such annual incentive bonus or equity incentive awards earned by a Participant shall not be reduced as a result of participation in the AIPP.
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•
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All payments made under this Plan will be treated for income tax withholding purposes as supplemental wages; however, payments made under this Plan will
not
be considered as earnings for the purposes of the Company’s qualified retirement plans or any such retirement or benefit plan unless specifically provided for under such plan.
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To be eligible for any payment under the Plan, a Participant must be an active executive of Ameresco, Inc., or one of its subsidiaries, on the date actual Plan payments are made. Notwithstanding the foregoing, a Participant whose status as an active employee is changed during the Plan Year for reason of death, disability, retirement, or leave of absence may be considered for a pro- rata award for the period during which they were actively employed and, in the event of the participant's death, any award that would otherwise have been paid to a Participant shall be paid to the Participant’s spouse or, if none, to the Participant’s estate.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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)
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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
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5.
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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):
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(a)
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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)
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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: August 9, 2017
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/s/ George P. Sakellaris
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George P. Sakellaris
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President and Chief Executive Officer
(principal executive officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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)
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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
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5.
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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):
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(a)
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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)
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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: August 9, 2017
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/s/ John R. Granara, III
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John R. Granara, III
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Executive Vice President and Chief Financial Officer
(principal financial officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 9, 2017
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/s/ George P. Sakellaris
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George P. Sakellaris
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President and Chief Executive Officer
(principal executive officer)
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Date: August 9, 2017
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/s/ John R. Granara, III
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John R. Granara, III
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Executive Vice President and Chief Financial Officer
(principal financial officer)
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