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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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Class
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New York Stock Exchange Symbol
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Shares outstanding as of July 31, 2019
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Class A Common Stock, $0.0001 par value per share
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AMRC
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28,412,894
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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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AMERESCO, INC.
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|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS — (Continued)
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|||||||
(in thousands, except 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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2019
|
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2018
|
||||
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(Unaudited)
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||||
Stockholders’ equity:
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||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2019 and December 31, 2018
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$
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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, 30,503,934 shares issued and 28,412,894 shares outstanding at June 30, 2019, 30,366,546 shares issued and 28,275,506 shares outstanding at December 31, 2018
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3
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3
|
|
||
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2019 and December 31, 2018
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2
|
|
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2
|
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||
Additional paid-in capital
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126,693
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|
|
124,651
|
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||
Retained earnings
|
283,386
|
|
|
269,806
|
|
||
Accumulated other comprehensive loss, net
|
(8,118
|
)
|
|
(5,949
|
)
|
||
Treasury stock, at cost, 2,091,040 shares at June 30, 2019 and December 31, 2018
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(11,638
|
)
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(11,638
|
)
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||
Total stockholders’ equity
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390,328
|
|
|
376,875
|
|
||
Total liabilities, redeemable non-controlling interests and stockholders’ equity
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$
|
1,109,894
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|
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$
|
1,161,634
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Three Months Ended June 30,
|
|
Six Months Ended June 30,
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||||||||||||
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2019
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2018
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|
2019
|
|
2018
|
||||||||
Revenues
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$
|
198,183
|
|
|
$
|
196,982
|
|
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$
|
348,295
|
|
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$
|
364,392
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|
Cost of revenues
|
155,044
|
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|
154,206
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|
272,524
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286,143
|
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||||
Gross profit
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43,139
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|
42,776
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|
|
75,771
|
|
|
78,249
|
|
||||
Selling, general and administrative expenses
|
30,082
|
|
|
28,801
|
|
|
56,165
|
|
|
56,005
|
|
||||
Operating income
|
13,057
|
|
|
13,975
|
|
|
19,606
|
|
|
22,244
|
|
||||
Other expenses, net
|
3,746
|
|
|
3,966
|
|
|
7,167
|
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|
7,510
|
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||||
Income before provision (benefit) for income taxes
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9,311
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|
10,009
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12,439
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14,734
|
|
||||
Income tax provision (benefit)
|
804
|
|
|
1,307
|
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|
1,061
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(1,472
|
)
|
||||
Net income
|
8,507
|
|
|
8,702
|
|
|
11,378
|
|
|
16,206
|
|
||||
Net loss (income) attributable to redeemable non-controlling interests
|
709
|
|
|
—
|
|
|
1,985
|
|
|
(516
|
)
|
||||
Net income attributable to common shareholders
|
$
|
9,216
|
|
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$
|
8,702
|
|
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$
|
13,363
|
|
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$
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15,690
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|
Net income per share attributable to common shareholders:
|
|
|
|
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|
|
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|||||||
Basic
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$
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0.20
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$
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0.19
|
|
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$
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0.29
|
|
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$
|
0.35
|
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Diluted
|
$
|
0.19
|
|
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$
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0.19
|
|
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$
|
0.28
|
|
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$
|
0.34
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
46,387
|
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45,470
|
|
|
46,340
|
|
|
45,469
|
|
||||
Diluted
|
47,681
|
|
|
46,406
|
|
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47,666
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|
|
46,272
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Three Months Ended June 30,
|
||||||
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2019
|
|
2018
|
||||
Net income
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$
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8,507
|
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$
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8,702
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Other comprehensive loss:
|
|
|
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||||
Unrealized (loss) gain from interest rate hedges, net of tax (provision) benefit of $(573) and $20, respectively
|
(1,672
|
)
|
|
(274
|
)
|
||
Foreign currency translation adjustments
|
39
|
|
|
(435
|
)
|
||
Total other comprehensive loss
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(1,633
|
)
|
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(709
|
)
|
||
Comprehensive income
|
6,874
|
|
|
7,993
|
|
||
Comprehensive loss (income) attributable to redeemable non-controlling interests
|
709
|
|
|
—
|
|
||
Comprehensive income attributable to common shareholders
|
$
|
7,583
|
|
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$
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7,993
|
|
|
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|
||||
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Six Months Ended June 30,
|
||||||
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2019
|
|
2018
|
||||
Net income
|
$
|
11,378
|
|
|
$
|
16,206
|
|
Other comprehensive (loss) income:
|
|
|
|
||||
Unrealized (loss) gain from interest rate hedges, net of tax (provision) benefit of $(898) and $409, respectively
|
(2,814
|
)
|
|
1,129
|
|
||
Foreign currency translation adjustments
|
645
|
|
|
2
|
|
||
Total other comprehensive (loss) income
|
(2,169
|
)
|
|
1,131
|
|
||
Comprehensive income
|
9,209
|
|
|
17,337
|
|
||
Comprehensive loss (income) attributable to redeemable non-controlling interests
|
1,985
|
|
|
(516
|
)
|
||
Comprehensive income attributable to common shareholders
|
$
|
11,194
|
|
|
$
|
16,821
|
|
|
|
|
|
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Accumulated
|
|
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|
|||||||||||||||||||
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Redeemable
|
|
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|
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|
|
|
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Additional
|
|
|
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Other
|
|
|
|
|
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Total
|
|||||||||||||||||||
|
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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, March 31, 2018
|
|
$
|
10,751
|
|
|
27,467,353
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
117,242
|
|
|
$
|
238,810
|
|
|
$
|
(4,218
|
)
|
|
2,085,397
|
|
|
$
|
(11,570
|
)
|
|
$
|
340,269
|
|
Exercise of stock options
|
|
—
|
|
|
239,183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,410
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
||||||||
Employee stock purchase plan
|
|
—
|
|
|
26,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
||||||||
Open market purchase of common shares
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Unrealized gain from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
158
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
||||||||
Contributions from redeemable non-controlling interests
|
|
1,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
|
(102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,702
|
|
||||||||
Balance, June 30, 2018
|
|
$
|
12,322
|
|
|
27,732,511
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
119,257
|
|
|
$
|
247,512
|
|
|
$
|
(4,495
|
)
|
|
2,085,497
|
|
|
$
|
(11,571
|
)
|
|
$
|
350,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, March 31, 2019
|
|
$
|
13,341
|
|
|
28,337,426
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
125,685
|
|
|
$
|
274,170
|
|
|
$
|
(6,485
|
)
|
|
2,091,040
|
|
|
$
|
(11,638
|
)
|
|
$
|
381,737
|
|
Exercise of stock options
|
|
—
|
|
|
53,344
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
306
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
||||||||
Employee stock purchase plan
|
|
—
|
|
|
22,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
||||||||
Unrealized loss from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,672
|
)
|
|
—
|
|
|
—
|
|
|
(1,672
|
)
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||||||
Contributions from redeemable non-controlling interests
|
|
19,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
|
(709
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,216
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,216
|
|
||||||||
Balance, June 30, 2019
|
|
$
|
32,037
|
|
|
28,412,894
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
126,693
|
|
|
$
|
283,386
|
|
|
$
|
(8,118
|
)
|
|
2,091,040
|
|
|
$
|
(11,638
|
)
|
|
$
|
390,328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2017
|
|
$
|
10,338
|
|
|
27,533,049
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
116,196
|
|
|
$
|
235,844
|
|
|
$
|
(5,626
|
)
|
|
1,873,266
|
|
|
$
|
(9,799
|
)
|
|
$
|
336,620
|
|
Cumulative impact from the adoption of ASU No. 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
||||||||
Cumulative impact from the adoption of ASU No. 2017-12
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
(432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
385,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,101
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
747
|
|
||||||||
Employee stock purchase plan
|
|
—
|
|
|
26,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
213
|
|
||||||||
Open market purchase of common shares
|
|
—
|
|
|
(212,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212,231
|
|
|
(1,772
|
)
|
|
(1,772
|
)
|
||||||||
Unrealized gain from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
|
—
|
|
|
—
|
|
|
1,561
|
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Contributions from redeemable non-controlling interests
|
|
1,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income
|
|
516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,690
|
|
||||||||
Balance, June 30, 2018
|
|
$
|
12,322
|
|
|
27,732,511
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
119,257
|
|
|
$
|
247,512
|
|
|
$
|
(4,495
|
)
|
|
2,085,497
|
|
|
$
|
(11,571
|
)
|
|
$
|
350,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2018
|
|
$
|
14,719
|
|
|
28,275,506
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
124,651
|
|
|
$
|
269,806
|
|
|
$
|
(5,949
|
)
|
|
2,091,040
|
|
|
$
|
(11,638
|
)
|
|
$
|
376,875
|
|
Cumulative impact from the adoptions of ASU -No. 2018-02 (Note 2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
(217
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of stock options
|
|
—
|
|
|
115,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
955
|
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
782
|
|
||||||||
Employee stock purchase plan
|
|
—
|
|
|
22,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
305
|
|
||||||||
Unrealized loss from interest rate hedge, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,597
|
)
|
|
—
|
|
|
—
|
|
|
(2,597
|
)
|
||||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
645
|
|
||||||||
Contributions from redeemable non-controlling interests
|
|
19,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
|
(205
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
|
(1,985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,363
|
|
||||||||
Balance, June 30, 2019
|
|
$
|
32,037
|
|
|
28,412,894
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
126,693
|
|
|
$
|
283,386
|
|
|
$
|
(8,118
|
)
|
|
2,091,040
|
|
|
$
|
(11,638
|
)
|
|
$
|
390,328
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
11,378
|
|
|
$
|
16,206
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Depreciation of energy assets
|
17,495
|
|
|
12,946
|
|
||
Depreciation of property and equipment
|
1,351
|
|
|
1,072
|
|
||
Amortization of debt issuance costs
|
1,218
|
|
|
838
|
|
||
Amortization of intangible assets
|
457
|
|
|
502
|
|
||
Accretion of ARO and contingent consideration
|
62
|
|
|
—
|
|
||
Provision for bad debts
|
124
|
|
|
303
|
|
||
Gain on deconsolidation of VIE
|
(2,160
|
)
|
|
—
|
|
||
Net gain from derivatives
|
(888
|
)
|
|
(63
|
)
|
||
Stock-based compensation expense
|
782
|
|
|
747
|
|
||
Deferred income taxes
|
152
|
|
|
9,174
|
|
||
Unrealized foreign exchange loss
|
10
|
|
|
900
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(22,744
|
)
|
|
(23,750
|
)
|
||
Accounts receivable retainage
|
(1,784
|
)
|
|
2,704
|
|
||
Federal ESPC receivable
|
(61,849
|
)
|
|
(69,276
|
)
|
||
Inventory, net
|
(1,454
|
)
|
|
(125
|
)
|
||
Costs and estimated earnings in excess of billings
|
(18,848
|
)
|
|
29,824
|
|
||
Prepaid expenses and other current assets
|
(5,199
|
)
|
|
3,490
|
|
||
Project development costs
|
(1,703
|
)
|
|
(5,331
|
)
|
||
Other assets
|
(1,005
|
)
|
|
(1,380
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
(26,560
|
)
|
|
(24,365
|
)
|
||
Billings in excess of cost and estimated earnings
|
(664
|
)
|
|
(1,421
|
)
|
||
Other liabilities
|
(137
|
)
|
|
508
|
|
||
Income taxes payable
|
2,712
|
|
|
(10,640
|
)
|
||
Cash flows from operating activities
|
(109,254
|
)
|
|
(57,137
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(2,810
|
)
|
|
(2,056
|
)
|
||
Purchases of energy assets
|
(46,466
|
)
|
|
(58,341
|
)
|
||
Acquisitions, net of cash received
|
(1,279
|
)
|
|
(1,900
|
)
|
||
Contributions to equity investment
|
(191
|
)
|
|
—
|
|
||
Cash flows from investing activities
|
(50,746
|
)
|
|
(62,297
|
)
|
||
|
|
|
|
||||
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,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments of financing fees
|
$
|
(447
|
)
|
|
$
|
(2,285
|
)
|
Proceeds from exercises of options and ESPP
|
1,260
|
|
|
2,314
|
|
||
Repurchase of common stock
|
—
|
|
|
(1,772
|
)
|
||
Proceeds from senior secured credit facility, net
|
41,365
|
|
|
6,100
|
|
||
Proceeds from long-term debt financings
|
2,742
|
|
|
58,634
|
|
||
Proceeds from Federal ESPC projects
|
82,787
|
|
|
69,664
|
|
||
Proceeds for energy assets from Federal ESPC
|
1,842
|
|
|
690
|
|
||
Contributions from redeemable non-controlling interests, net of distributions
|
19,301
|
|
|
1,468
|
|
||
Payments on long-term debt
|
(13,187
|
)
|
|
(10,776
|
)
|
||
Cash flows from financing activities
|
135,663
|
|
|
124,037
|
|
||
Effect of exchange rate changes on cash
|
100
|
|
|
(231
|
)
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(24,237
|
)
|
|
4,372
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
97,914
|
|
|
60,105
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
73,677
|
|
|
$
|
64,477
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
8,194
|
|
|
$
|
5,183
|
|
Cash paid for income taxes
|
$
|
1,807
|
|
|
$
|
1,903
|
|
Non-cash Federal ESPC settlement
|
$
|
214,444
|
|
|
$
|
66,798
|
|
Accrued purchases of energy assets
|
$
|
18,694
|
|
|
$
|
10,586
|
|
Conversion of revolver to term loan
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
38,343
|
|
|
$
|
27,952
|
|
Short-term restricted cash
|
|
13,530
|
|
|
15,103
|
|
||
Long-term restricted cash included in other assets
|
|
21,804
|
|
|
21,422
|
|
||
Total cash and cash equivalents, and restricted cash
|
|
$
|
73,677
|
|
|
$
|
64,477
|
|
|
|||||||||||||||||||||||
|
US Regions
|
|
U.S. Federal
|
|
Canada
|
|
Non-Solar DG
|
|
All Other
|
|
Total
|
||||||||||||
Geographical Regions
|
|||||||||||||||||||||||
Three Months Ended June 30, 2019
|
|||||||||||||||||||||||
United States
|
$
|
88,220
|
|
|
$
|
55,022
|
|
|
$
|
556
|
|
|
$
|
23,265
|
|
|
$
|
19,469
|
|
|
$
|
186,532
|
|
Canada
|
—
|
|
|
—
|
|
|
7,327
|
|
|
—
|
|
|
42
|
|
|
7,369
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,282
|
|
|
4,282
|
|
||||||
Total revenues
|
$
|
88,220
|
|
|
$
|
55,022
|
|
|
$
|
7,883
|
|
|
$
|
23,265
|
|
|
$
|
23,793
|
|
|
$
|
198,183
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||||||
United States
|
$
|
88,778
|
|
|
$
|
58,214
|
|
|
$
|
648
|
|
|
$
|
19,921
|
|
|
$
|
17,543
|
|
|
$
|
185,104
|
|
Canada
|
—
|
|
|
—
|
|
|
7,310
|
|
|
—
|
|
|
173
|
|
|
7,483
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,395
|
|
|
4,395
|
|
||||||
Total revenues
|
$
|
88,778
|
|
|
$
|
58,214
|
|
|
$
|
7,958
|
|
|
$
|
19,921
|
|
|
$
|
22,111
|
|
|
$
|
196,982
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||||||||
United States
|
$
|
143,817
|
|
|
$
|
98,079
|
|
|
$
|
1,258
|
|
|
$
|
44,495
|
|
|
$
|
38,116
|
|
|
$
|
325,765
|
|
Canada
|
—
|
|
|
—
|
|
|
13,773
|
|
|
—
|
|
|
107
|
|
|
13,880
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,650
|
|
|
8,650
|
|
||||||
Total revenues
|
$
|
143,817
|
|
|
$
|
98,079
|
|
|
$
|
15,031
|
|
|
$
|
44,495
|
|
|
$
|
46,873
|
|
|
$
|
348,295
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||||||||
United States
|
$
|
163,469
|
|
|
$
|
105,999
|
|
|
$
|
1,168
|
|
|
$
|
38,038
|
|
|
$
|
33,891
|
|
|
$
|
342,565
|
|
Canada
|
—
|
|
|
—
|
|
|
15,694
|
|
|
—
|
|
|
228
|
|
|
15,922
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,905
|
|
|
5,905
|
|
||||||
Total revenues
|
$
|
163,469
|
|
|
$
|
105,999
|
|
|
$
|
16,862
|
|
|
$
|
38,038
|
|
|
$
|
40,024
|
|
|
$
|
364,392
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net
|
|
$
|
109,332
|
|
|
$
|
85,985
|
|
Accounts receivable retainage, net
|
|
15,383
|
|
|
13,516
|
|
||
Contract Assets:
|
|
|
|
|
||||
Costs and estimated earnings in excess of billings
|
|
120,686
|
|
|
86,842
|
|
||
Contract Liabilities:
|
|
|
|
|
||||
Billings in excess of cost and estimated earnings
|
|
30,209
|
|
|
30,706
|
|
|
|
June 30, 2018
|
|
January 1, 2018
|
||||
Accounts receivable, net
|
|
$
|
115,596
|
|
|
$
|
85,121
|
|
Accounts receivable retainage, net
|
|
14,669
|
|
|
17,484
|
|
||
Contract Assets:
|
|
|
|
|
||||
Costs and estimated earnings in excess of billings
|
|
64,656
|
|
|
95,658
|
|
||
Contract Liabilities:
|
|
|
|
|
||||
Billings in excess of cost and estimated earnings
|
|
27,254
|
|
|
27,248
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
$
|
150
|
|
|
$
|
1,015
|
|
Prepaid expenses and other current assets
|
2
|
|
|
12
|
|
||
Property and equipment and energy assets
|
315
|
|
|
—
|
|
||
Intangibles
|
500
|
|
|
680
|
|
||
Goodwill
|
315
|
|
|
2,845
|
|
||
Accounts payable
|
(32
|
)
|
|
(67
|
)
|
||
Billings in excess of cost and estimated earnings
|
(62
|
)
|
|
—
|
|
||
Purchase price
|
$
|
1,188
|
|
|
$
|
4,485
|
|
Total, net of cash received
|
$
|
1,188
|
|
|
$
|
4,485
|
|
Debt assumed
|
$
|
—
|
|
|
$
|
—
|
|
Total fair value of consideration
|
$
|
1,188
|
|
|
$
|
4,485
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Non-solar DG
|
|
Other
|
|
Total
|
||||||||||||
Balance, December 31, 2018
|
$
|
26,370
|
|
|
$
|
4,609
|
|
|
$
|
3,217
|
|
|
$
|
—
|
|
|
$
|
24,136
|
|
|
$
|
58,332
|
|
Goodwill acquired during the year
|
406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406
|
|
||||||
Re-measurement adjustment
|
(91
|
)
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(719
|
)
|
||||||
Currency effects
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
(22
|
)
|
|
110
|
|
||||||
Balance, June 30, 2019
|
$
|
26,685
|
|
|
$
|
3,981
|
|
|
$
|
3,349
|
|
|
$
|
—
|
|
|
$
|
24,114
|
|
|
$
|
58,129
|
|
Accumulated Goodwill Impairment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
Balance, June 30, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
As of June 30,
|
|
As of December 31,
|
||||
|
2019
|
|
2018
|
||||
Gross Carrying Amount
|
|
|
|
||||
Customer contracts
|
$
|
7,835
|
|
|
$
|
7,818
|
|
Customer relationships
|
12,576
|
|
|
12,082
|
|
||
Non-compete agreements
|
3,011
|
|
|
3,013
|
|
||
Technology
|
2,730
|
|
|
2,710
|
|
||
Trade names
|
543
|
|
|
541
|
|
||
|
26,695
|
|
|
26,164
|
|
||
Accumulated Amortization
|
|
|
|
||||
Customer contracts
|
7,730
|
|
|
7,668
|
|
||
Customer relationships
|
10,686
|
|
|
10,302
|
|
||
Non-compete agreements
|
3,011
|
|
|
3,013
|
|
||
Technology
|
2,686
|
|
|
2,651
|
|
||
Trade names
|
530
|
|
|
526
|
|
||
|
24,643
|
|
|
24,160
|
|
||
Intangible assets, net
|
$
|
2,052
|
|
|
$
|
2,004
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Energy assets
|
$
|
670,030
|
|
|
$
|
619,708
|
|
Less - accumulated depreciation and amortization
|
(177,349
|
)
|
|
(159,756
|
)
|
||
Energy assets, net
|
$
|
492,681
|
|
|
$
|
459,952
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Financing lease assets
|
$
|
42,402
|
|
|
$
|
42,402
|
|
Less - accumulated depreciation and amortization
|
(5,203
|
)
|
|
(4,139
|
)
|
||
Financing lease assets, net
|
$
|
37,199
|
|
|
$
|
38,263
|
|
|
Gross Unrecognized Tax Benefits
|
||
Balance, December 31, 2018
|
$
|
1,600
|
|
Additions for prior year tax positions
|
—
|
|
|
Settlements with tax authorities
|
—
|
|
|
Reductions of prior year tax positions
|
—
|
|
|
Balance, June 30, 2019
|
$
|
1,600
|
|
|
As of January 1, 2019
|
||||||||||
|
As Reported
|
|
842 Adjustment
|
|
Adjusted Balances
|
||||||
Operating Leases:
|
|
|
|
|
|
||||||
Operating lease assets
|
$
|
—
|
|
|
$
|
31,639
|
|
|
$
|
31,639
|
|
Current portions of operating lease liabilities
|
—
|
|
|
5,084
|
|
|
5,084
|
|
|||
Long-term portions of operating lease liabilities
|
—
|
|
|
28,480
|
|
|
28,480
|
|
|||
Total operating lease liabilities
|
$
|
—
|
|
|
$
|
33,564
|
|
|
$
|
33,564
|
|
Weighted-average remaining lease term
|
|
|
|
|
10 years
|
|
|||||
Weighted-average discount rate
|
|
|
|
|
6.0
|
%
|
|||||
|
|
|
|
|
|
||||||
Financing Leases:
|
|
|
|
|
|
||||||
Energy assets, net
|
$
|
38,263
|
|
|
$
|
—
|
|
|
$
|
38,263
|
|
Current portions of financing lease liabilities
|
4,956
|
|
|
—
|
|
|
4,956
|
|
|||
Long-term financing lease liabilities, less current portions and net of deferred financing fees
|
28,407
|
|
|
—
|
|
|
28,407
|
|
|||
Total financing lease liabilities
|
$
|
33,363
|
|
|
$
|
—
|
|
|
$
|
33,363
|
|
Weighted-average remaining lease term
|
|
|
|
|
18 years
|
|
|||||
Weighted-average discount rate
|
|
|
|
|
11.7
|
%
|
|
June 30, 2019
|
||
Operating Leases:
|
|
||
Operating lease assets
|
$
|
32,051
|
|
Current operating lease liabilities
|
5,807
|
|
|
Long-term portions of operating lease liabilities
|
28,308
|
|
|
Total operating lease liabilities
|
$
|
34,115
|
|
Weighted-average remaining lease term
|
10 years
|
|
|
Weighted-average discount rate
|
6.3
|
%
|
|
|
|
||
Financing Leases:
|
|
||
Energy assets, net
|
$
|
37,199
|
|
Current portions of financing lease liabilities
|
5,044
|
|
|
Long-term financing lease liabilities, less current portions and net of deferred financing fees
|
26,100
|
|
|
Total financing lease liability
|
$
|
31,144
|
|
Weighted-average remaining lease term
|
17 years
|
|
|
Weighted-average discount rate
|
11.8
|
%
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Operating Lease:
|
|
|
|
||||
Operating lease costs
|
$
|
1,909
|
|
|
$
|
3,747
|
|
|
|
|
|
||||
Financing Lease:
|
|
|
|
||||
Amortization expense
|
532
|
|
|
1,064
|
|
||
Interest on lease liabilities
|
947
|
|
|
1,896
|
|
||
|
|
|
|
||||
Total lease costs
|
$
|
3,388
|
|
|
$
|
6,707
|
|
|
Operating Leases
|
|
Financing Leases
|
||||
Year ended December 31,
|
|
|
|
|
|||
2019
|
$
|
3,709
|
|
|
$
|
4,480
|
|
2020
|
7,365
|
|
|
7,881
|
|
||
2021
|
5,832
|
|
|
6,775
|
|
||
2022
|
5,270
|
|
|
5,173
|
|
||
2023
|
4,021
|
|
|
3,686
|
|
||
Thereafter
|
21,029
|
|
|
26,800
|
|
||
Total minimum lease payments
|
$
|
47,226
|
|
|
$
|
54,795
|
|
Less: interest
|
13,111
|
|
|
23,651
|
|
||
Present value of lease liabilities
|
$
|
34,115
|
|
|
$
|
31,144
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Financing lease assets, net
|
$
|
37,199
|
|
|
$
|
38,263
|
|
Deferred loss, short-term, net
|
115
|
|
|
115
|
|
||
Deferred loss, long-term, net
|
1,859
|
|
|
1,917
|
|
||
Total deferred loss
|
$
|
1,974
|
|
|
$
|
2,032
|
|
Financing lease liabilities, short-term
|
5,044
|
|
|
4,956
|
|
||
Financing lease liabilities, long-term
|
26,100
|
|
|
28,407
|
|
||
Total financing lease liabilities
|
$
|
31,144
|
|
|
$
|
33,363
|
|
Deferred gain, short-term, net
|
345
|
|
|
345
|
|
||
Deferred gain, long-term, net
|
5,635
|
|
|
5,808
|
|
||
Total deferred gain
|
$
|
5,980
|
|
|
$
|
6,153
|
|
|
|
|
Fair Value as of
|
||||||
|
|
|
June 30,
|
|
December 31,
|
||||
|
Level
|
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
72
|
|
|
$
|
733
|
|
Commodity swap instruments
|
2
|
|
136
|
|
|
33
|
|
||
Total assets
|
|
|
$
|
208
|
|
|
$
|
766
|
|
Liabilities:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
6,092
|
|
|
$
|
3,187
|
|
Commodity swap instruments
|
2
|
|
—
|
|
|
70
|
|
||
Interest make-whole provisions
|
2
|
|
1,022
|
|
|
1,808
|
|
||
Contingent revenue earn-out
|
3
|
|
1,004
|
|
|
962
|
|
||
Total liabilities
|
|
|
$
|
8,118
|
|
|
$
|
6,027
|
|
|
Six Months Ended
|
||
|
June 30, 2019
|
||
Contingent consideration liabilities balance at December 31, 2018
|
$
|
962
|
|
Changes in the fair value of contingent consideration obligation
|
42
|
|
|
Contingent consideration liabilities balance at June 30, 2019
|
$
|
1,004
|
|
|
As of June 30, 2019
|
|
As of December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt (Level 2)
|
$
|
248,171
|
|
|
$
|
247,232
|
|
|
$
|
211,823
|
|
|
$
|
212,687
|
|
|
Derivatives as of
|
||||||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other assets
|
|
$
|
72
|
|
|
Other assets
|
|
$
|
703
|
|
Interest rate swap contracts
|
Other liabilities
|
|
6,052
|
|
|
Other liabilities
|
|
3,187
|
|
||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other assets
|
|
$
|
—
|
|
|
Other assets
|
|
$
|
30
|
|
Interest rate swap contracts
|
Other liabilities
|
|
40
|
|
|
Other liabilities
|
|
—
|
|
||
Commodity swap contracts
|
Other assets
|
|
136
|
|
|
Other assets
|
|
33
|
|
||
Commodity swap contracts
|
Other liabilities
|
|
—
|
|
|
Other liabilities
|
|
70
|
|
||
Interest make-whole provisions
|
Other liabilities
|
|
1,022
|
|
|
Other liabilities
|
|
1,808
|
|
|
Location of (Gain) Loss Recognized in Net Income
|
|
Amount of (Gain) Loss Recognized in Net Income
|
||||||||||||||
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
(1
|
)
|
|
$
|
(31
|
)
|
|
$
|
(50
|
)
|
|
$
|
(133
|
)
|
Derivatives not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
69
|
|
|
$
|
(61
|
)
|
|
$
|
69
|
|
|
$
|
(73
|
)
|
Commodity swap contracts
|
Other expenses, net
|
|
$
|
(172
|
)
|
|
$
|
45
|
|
|
$
|
(172
|
)
|
|
$
|
45
|
|
Interest make-whole provision
|
Other expenses, net
|
|
$
|
(62
|
)
|
|
$
|
—
|
|
|
$
|
(785
|
)
|
|
$
|
—
|
|
|
Six Months Ended
|
||
|
June 30, 2019
|
||
Derivatives Designated as Hedging Instruments:
|
|
||
Accumulated loss in AOCI at the beginning of the period
|
$
|
(1,824
|
)
|
Cumulative impact from the adoption of ASU No. 2018-02
|
(217
|
)
|
|
Unrealized loss recognized in AOCI
|
(2,622
|
)
|
|
Gain reclassified from AOCI to other expenses, net
|
50
|
|
|
Accumulated loss in AOCI at the end of the period
|
$
|
(4,613
|
)
|
Active Interest Rate Swap
|
Effective Date
|
Expiration Date
|
Initial Notional Amount ($)
|
Status
|
||
11-Year, 5.77% Fixed
|
October 2018
|
October 2029
|
$
|
9,200
|
|
Designated
|
15-Year, 3.19% Fixed
|
June 2018
|
June 2033
|
10,000
|
|
Designated
|
|
3-Year, 2.46% Fixed
|
March 2018
|
December 2020
|
17,100
|
|
Not Designated
|
|
10-Year, 4.74% Fixed
|
June 2017
|
December 2027
|
14,100
|
|
Designated
|
|
15-Year, 3.26% Fixed
|
February 2023
|
December 2038
|
14,084
|
|
Designated
|
|
7-Year, 2.19% Fixed
|
February 2016
|
February 2023
|
20,746
|
|
Designated
|
|
8-Year, 3.70% Fixed
|
March 2020
|
June 2028
|
14,643
|
|
Designated
|
|
8-Year, 3.70% Fixed
|
March 2020
|
June 2028
|
10,734
|
|
Designated
|
|
8-Year, 1.71% Fixed
|
October 2012
|
March 2020
|
9,665
|
|
Designated
|
|
8-Year, 1.71% Fixed
|
October 2012
|
March 2020
|
7,085
|
|
Designated
|
|
15-Year, 5.30% Fixed
|
February 2006
|
February 2021
|
3,256
|
|
Designated
|
|
15.5-Year, 5.40% Fixed
|
September 2008
|
March 2024
|
13,081
|
|
Designated
|
Active Commodity Swap
|
Effective Date
|
Expiration Date
|
Initial Notional Amount (Volume)
|
Commodity Measurement
|
Status
|
|
1-Year, $2.68 MMBtu Fixed
|
May 2019
|
April 2020
|
437,004
|
|
MMBtus
|
Not Designated
|
1-Year, $2.70 MMBtu Fixed
|
May 2020
|
April 2021
|
435,810
|
|
MMBtus
|
Not Designated
|
Other Derivatives
|
Classification
|
Effective Date
|
Expiration Date
|
Fair Value ($)
|
||
Interest make-whole provisions
|
Liability
|
June/August 2018
|
December 2038
|
$
|
1,022
|
|
|
June 30,
|
|
December 31,
|
||||
|
2019(1)
|
|
2018(1)
|
||||
Cash and cash equivalents
|
$
|
2,476
|
|
|
$
|
1,255
|
|
Restricted cash
|
156
|
|
|
156
|
|
||
Accounts receivable, net
|
582
|
|
|
374
|
|
||
Costs and estimated earnings in excess of billings
|
1,537
|
|
|
498
|
|
||
Prepaid expenses and other current assets
|
245
|
|
|
190
|
|
||
Total VIE current assets
|
4,996
|
|
|
2,473
|
|
||
Property and equipment, net
|
285
|
|
|
—
|
|
||
Energy assets, net
|
121,846
|
|
|
122,641
|
|
||
Operating lease assets
|
6,086
|
|
|
—
|
|
||
Other assets
|
1,635
|
|
|
1,613
|
|
||
Total VIE assets
|
$
|
134,848
|
|
|
$
|
126,727
|
|
Current portions of long-term debt and financing lease liabilities
|
$
|
2,268
|
|
|
$
|
1,712
|
|
Accounts payable
|
482
|
|
|
234
|
|
||
Accrued expenses and other current liabilities
|
3,642
|
|
|
4,146
|
|
||
Current portions of operating lease liabilities
|
87
|
|
|
—
|
|
||
Total VIE current liabilities
|
6,479
|
|
|
6,092
|
|
||
Long-term debt and financing lease liabilities, less current portions and net of deferred financing fees
|
25,989
|
|
|
26,461
|
|
||
Deferred income taxes, net
|
460
|
|
|
—
|
|
||
Long-term portions of operating lease liabilities
|
6,267
|
|
|
—
|
|
||
Other liabilities
|
1,022
|
|
|
2,131
|
|
||
Total VIE liabilities
|
$
|
40,217
|
|
|
$
|
34,684
|
|
•
|
a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or
|
•
|
a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.
|
|
Three Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
||||||||
Net income attributable to common shareholders
|
$
|
9,216
|
|
|
$
|
8,702
|
|
|
|
$
|
13,363
|
|
|
$
|
15,690
|
|
Basic weighted-average shares outstanding
|
46,387
|
|
|
45,470
|
|
|
|
46,340
|
|
|
45,469
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options
|
1,294
|
|
|
936
|
|
|
|
1,326
|
|
|
803
|
|
||||
Diluted weighted-average shares outstanding
|
47,681
|
|
|
46,406
|
|
|
|
47,666
|
|
|
46,272
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Non-Solar DG
|
|
All Other
|
|
Total Consolidated
|
||||||||||||
Three Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
88,220
|
|
|
$
|
55,022
|
|
|
$
|
7,883
|
|
|
$
|
23,265
|
|
|
$
|
23,793
|
|
|
$
|
198,183
|
|
Interest income
|
—
|
|
|
19
|
|
|
—
|
|
|
23
|
|
|
39
|
|
|
81
|
|
||||||
Interest expense
|
1,713
|
|
|
208
|
|
|
174
|
|
|
1,285
|
|
|
—
|
|
|
3,380
|
|
||||||
Depreciation and amortization of intangible assets
|
2,464
|
|
|
806
|
|
|
315
|
|
|
5,686
|
|
|
376
|
|
|
9,647
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,841
|
)
|
||||||
Income before taxes, excluding unallocated corporate activity
|
2,458
|
|
|
10,043
|
|
|
241
|
|
|
3,400
|
|
|
2,010
|
|
|
18,152
|
|
||||||
Three Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
88,778
|
|
|
$
|
58,214
|
|
|
$
|
7,958
|
|
|
$
|
19,921
|
|
|
$
|
22,111
|
|
|
$
|
196,982
|
|
Interest income
|
2
|
|
|
28
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
77
|
|
||||||
Interest expense
|
1,031
|
|
|
247
|
|
|
477
|
|
|
1,467
|
|
|
13
|
|
|
3,235
|
|
||||||
Depreciation and amortization of intangible assets
|
1,377
|
|
|
661
|
|
|
290
|
|
|
4,348
|
|
|
377
|
|
|
7,053
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,751
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
4,732
|
|
|
10,078
|
|
|
(285
|
)
|
|
2,335
|
|
|
900
|
|
|
17,760
|
|
||||||
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
143,817
|
|
|
$
|
98,079
|
|
|
$
|
15,031
|
|
|
$
|
44,495
|
|
|
$
|
46,873
|
|
|
$
|
348,295
|
|
Interest income
|
63
|
|
|
68
|
|
|
—
|
|
|
44
|
|
|
39
|
|
|
214
|
|
||||||
Interest expense
|
2,570
|
|
|
418
|
|
|
338
|
|
|
2,862
|
|
|
—
|
|
|
6,188
|
|
||||||
Depreciation and amortization of intangible assets
|
4,646
|
|
|
1,623
|
|
|
590
|
|
|
10,902
|
|
|
724
|
|
|
18,485
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,849
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
2,180
|
|
|
15,664
|
|
|
(48
|
)
|
|
4,781
|
|
|
6,711
|
|
|
29,288
|
|
||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
163,469
|
|
|
$
|
105,999
|
|
|
$
|
16,862
|
|
|
$
|
38,038
|
|
|
$
|
40,024
|
|
|
$
|
364,392
|
|
Interest income
|
3
|
|
|
48
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
133
|
|
||||||
Interest expense
|
2,222
|
|
|
488
|
|
|
961
|
|
|
2,548
|
|
|
13
|
|
|
6,232
|
|
||||||
Depreciation and amortization of intangible assets
|
2,707
|
|
|
1,333
|
|
|
579
|
|
|
8,412
|
|
|
756
|
|
|
13,787
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,621
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
9,350
|
|
|
15,895
|
|
|
(2,647
|
)
|
|
4,945
|
|
|
1,812
|
|
|
29,355
|
|
|
Commencement Date
|
Maturity Date
|
Acceleration Clause(2)
|
Rate as of
|
|
|
|
|||||
|
June 30, 2019
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
Senior secured credit facility, interest at varying rates monthly in arrears
|
June 2015
|
June 2024
|
NA
|
4.10
|
%
|
$
|
82,613
|
|
|
$
|
43,074
|
|
Variable rate term loan payable in semi-annual installments
|
January 2006
|
February 2021
|
Yes
|
4.57
|
%
|
774
|
|
|
936
|
|
||
Variable rate term loan payable in semi-annual installments
|
January 2006
|
June 2024
|
Yes
|
4.32
|
%
|
6,953
|
|
|
7,426
|
|
||
Term loan payable in quarterly installments
|
March 2011
|
March 2021
|
Yes
|
7.25
|
%
|
1,308
|
|
|
1,464
|
|
||
Term loan payable in monthly installments
|
October 2011
|
June 2028
|
NA
|
6.11
|
%
|
3,803
|
|
|
3,843
|
|
||
Variable rate term loan payable in quarterly installments
|
October 2012
|
June 2020
|
NA
|
5.82
|
%
|
29,501
|
|
|
30,674
|
|
||
Variable rate term loan payable in quarterly installments
|
September 2015
|
March 2023
|
NA
|
4.82
|
%
|
16,763
|
|
|
17,208
|
|
||
Term loan payable in quarterly installments
|
August 2016
|
July 2031
|
NA
|
4.95
|
%
|
3,869
|
|
|
3,925
|
|
||
Term loan payable in quarterly installments
|
March 2017
|
March 2028
|
NA
|
5.00
|
%
|
3,733
|
|
|
3,945
|
|
||
Term loan payable in monthly installments
|
April 2017
|
April 2027
|
NA
|
4.50
|
%
|
23,946
|
|
|
22,081
|
|
||
Term loan payable in quarterly installments
|
April 2017
|
February 2034
|
NA
|
5.61
|
%
|
2,775
|
|
|
2,735
|
|
||
Variable rate term loan payable in quarterly installments
|
June 2017
|
December 2027
|
NA
|
4.77
|
%
|
12,327
|
|
|
12,915
|
|
||
Variable rate term loan payable in quarterly installments
|
February 2018
|
August 2022
|
Yes
|
9.82
|
%
|
17,218
|
|
|
21,475
|
|
||
Term loan payable in quarterly installments
|
June 2018
|
December 2038
|
Yes
|
5.15
|
%
|
30,007
|
|
|
30,069
|
|
||
Variable rate term loan payable in semi-annual installments
|
June 2018
|
June 2033
|
Yes
|
4.37
|
%
|
9,336
|
|
|
9,668
|
|
||
Variable rate term loan payable in monthly/quarterly installments
|
October 2018
|
October 2029
|
Yes
|
4.94
|
%
|
9,082
|
|
|
9,072
|
|
||
Financing leases(1)
|
|
|
|
|
31,144
|
|
|
33,363
|
|
|||
|
|
|
|
|
$
|
285,152
|
|
|
$
|
253,873
|
|
|
Less - current maturities
|
|
|
|
|
54,351
|
|
|
26,890
|
|
|||
Less - deferred financing fees
|
|
|
|
|
6,776
|
|
|
7,821
|
|
|||
Long-term debt and financing lease liabilities
|
|
|
|
|
$
|
224,025
|
|
|
$
|
219,162
|
|
•
|
Revenue Recognition;
|
•
|
Energy Assets;
|
•
|
Leases;
|
•
|
Goodwill and Intangible Assets;
|
•
|
Derivative Financial Instruments; and
|
•
|
Variable Interest Entities.
|
|
Three Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
198,183
|
|
|
100.0
|
%
|
|
$
|
196,982
|
|
|
100.0
|
%
|
Cost of revenues
|
155,044
|
|
|
78.2
|
%
|
|
154,206
|
|
|
78.3
|
%
|
||
Gross profit
|
43,139
|
|
|
21.8
|
%
|
|
42,776
|
|
|
21.7
|
%
|
||
Selling, general and administrative expenses
|
30,082
|
|
|
15.2
|
%
|
|
28,801
|
|
|
14.6
|
%
|
||
Operating income
|
13,057
|
|
|
6.6
|
%
|
|
13,975
|
|
|
7.1
|
%
|
||
Other expenses, net
|
3,746
|
|
|
1.9
|
%
|
|
3,966
|
|
|
2.0
|
%
|
||
Income before provision from income taxes
|
9,311
|
|
|
4.7
|
%
|
|
10,009
|
|
|
5.1
|
%
|
||
Income tax provision
|
804
|
|
|
0.4
|
%
|
|
1,307
|
|
|
0.7
|
%
|
||
Net income
|
8,507
|
|
|
4.3
|
%
|
|
8,702
|
|
|
4.4
|
%
|
||
Net loss attributable to redeemable non-controlling interest
|
709
|
|
|
0.4
|
%
|
|
—
|
|
|
—
|
%
|
||
Net income attributable to common shareholders
|
$
|
9,216
|
|
|
4.7
|
%
|
|
$
|
8,702
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|
||||||
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
||||||
Revenues
|
$
|
348,295
|
|
|
100.0
|
%
|
|
$
|
364,392
|
|
|
100.0
|
%
|
Cost of revenues
|
272,524
|
|
|
78.2
|
%
|
|
286,143
|
|
|
78.5
|
%
|
||
Gross profit
|
75,771
|
|
|
21.8
|
%
|
|
78,249
|
|
|
21.5
|
%
|
||
Selling, general and administrative expenses
|
56,165
|
|
|
16.1
|
%
|
|
56,005
|
|
|
15.4
|
%
|
||
Operating income
|
19,606
|
|
|
5.6
|
%
|
|
22,244
|
|
|
6.1
|
%
|
||
Other expenses, net
|
7,167
|
|
|
2.1
|
%
|
|
7,510
|
|
|
2.1
|
%
|
||
Income before provision (benefit) from income taxes
|
12,439
|
|
|
3.6
|
%
|
|
14,734
|
|
|
4.0
|
%
|
||
Income tax provision (benefit)
|
1,061
|
|
|
0.3
|
%
|
|
(1,472
|
)
|
|
(0.4
|
)%
|
||
Net income
|
11,378
|
|
|
3.3
|
%
|
|
16,206
|
|
|
4.4
|
%
|
||
Net loss (income) attributable to redeemable non-controlling interest
|
1,985
|
|
|
0.6
|
%
|
|
(516
|
)
|
|
(0.1
|
)%
|
||
Net income attributable to common shareholders
|
$
|
13,363
|
|
|
3.8
|
%
|
|
$
|
15,690
|
|
|
4.3
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
198,183
|
|
|
$
|
196,982
|
|
|
$
|
1,201
|
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
348,295
|
|
|
$
|
364,392
|
|
|
$
|
(16,097
|
)
|
|
(4.4
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
155,044
|
|
|
$
|
154,206
|
|
|
$
|
838
|
|
|
0.5
|
%
|
Gross margin
|
21.8
|
%
|
|
21.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
272,524
|
|
|
$
|
286,143
|
|
|
$
|
(13,619
|
)
|
|
(4.8
|
)%
|
Gross margin
|
21.8
|
%
|
|
21.5
|
%
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
30,082
|
|
|
$
|
28,801
|
|
|
$
|
1,281
|
|
|
4.4
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
56,165
|
|
|
$
|
56,005
|
|
|
$
|
160
|
|
|
0.3
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
88,220
|
|
|
$
|
88,778
|
|
|
$
|
(558
|
)
|
|
(0.6
|
)%
|
Income before taxes
|
$
|
2,458
|
|
|
$
|
4,732
|
|
|
$
|
(2,274
|
)
|
|
(48.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
143,817
|
|
|
$
|
163,469
|
|
|
$
|
(19,652
|
)
|
|
(12.0
|
)%
|
Income before taxes
|
$
|
2,180
|
|
|
$
|
9,350
|
|
|
$
|
(7,170
|
)
|
|
(76.7
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
55,022
|
|
|
$
|
58,214
|
|
|
$
|
(3,192
|
)
|
|
(5.5
|
)%
|
Income before taxes
|
$
|
10,043
|
|
|
$
|
10,078
|
|
|
$
|
(35
|
)
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
98,079
|
|
|
$
|
105,999
|
|
|
$
|
(7,920
|
)
|
|
(7.5
|
)%
|
Income before taxes
|
$
|
15,664
|
|
|
$
|
15,895
|
|
|
$
|
(231
|
)
|
|
(1.5
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
7,883
|
|
|
$
|
7,958
|
|
|
$
|
(75
|
)
|
|
(0.9
|
)%
|
Income (loss) before taxes
|
$
|
241
|
|
|
$
|
(285
|
)
|
|
$
|
526
|
|
|
184.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
15,031
|
|
|
$
|
16,862
|
|
|
$
|
(1,831
|
)
|
|
(10.9
|
)%
|
Loss before taxes
|
$
|
(48
|
)
|
|
$
|
(2,647
|
)
|
|
$
|
2,599
|
|
|
98.2
|
%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
23,265
|
|
|
$
|
19,921
|
|
|
$
|
3,344
|
|
|
16.8
|
%
|
Income before taxes
|
$
|
3,400
|
|
|
$
|
2,335
|
|
|
$
|
1,065
|
|
|
45.6
|
%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
44,495
|
|
|
$
|
38,038
|
|
|
$
|
6,457
|
|
|
17.0
|
%
|
Income before taxes
|
$
|
4,781
|
|
|
$
|
4,945
|
|
|
$
|
(164
|
)
|
|
(3.3
|
)%
|
|
Three Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
23,793
|
|
|
$
|
22,111
|
|
|
$
|
1,682
|
|
|
7.6
|
%
|
Income before taxes
|
$
|
2,010
|
|
|
$
|
900
|
|
|
$
|
1,110
|
|
|
123.3
|
%
|
Unallocated corporate activity
|
$
|
(8,841
|
)
|
|
$
|
(7,751
|
)
|
|
$
|
(1,090
|
)
|
|
(14.1
|
)%
|
|
|
|
|
|
|
|
|
|||||||
|
Six Months Ended June 30,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
46,873
|
|
|
$
|
40,024
|
|
|
$
|
6,849
|
|
|
17.1
|
%
|
Income before taxes
|
$
|
6,711
|
|
|
$
|
1,812
|
|
|
$
|
4,899
|
|
|
270.4
|
%
|
Unallocated corporate activity
|
$
|
(16,849
|
)
|
|
$
|
(14,621
|
)
|
|
$
|
(2,228
|
)
|
|
(15.2
|
)%
|
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, 2019 - April 30, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
3,447,027
|
|
|
May 1, 2019 - May 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
3,447,027
|
|
|
June 1, 2019 - June 30, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
3,447,027
|
|
|
Total
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
3,447,027
|
|
Exhibit
Number
|
Description
|
10.1*+
|
|
10.2+
|
|
10.3+
|
|
10.4
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
101*
|
The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (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.
|
|
*Filed herewith.
|
|
+ Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.
|
|
**Furnished herewith.
|
|
AMERESCO, INC.
|
|
|
|
Date: August 8, 2019
|
By:
|
/s/ Mark Chiplock
|
|
|
|
|
Mark Chiplock
|
|
|
|
|
Vice President and Chief Accounting Officer
(duly authorized and principal chief accounting officer)
|
•
|
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).
|
•
|
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:
|
Amount of Adjusted EBITDA in Excess of AIP Goal
|
% of Incremental Adjusted EBITDA Allocated to AIPP Pool
|
Funding Amount to AIPP Pool
|
$0 - $1 million
|
20%
|
$0 to $200,000
|
> $1m to $2 million
|
21%
|
$210,000 to $420,000
|
> $2m to $3 million
|
22%
|
$440,000 to $660,000
|
> $3m to $4 million
|
23%
|
$690,000 to $920,000
|
> $4m to $5 million
|
24%
|
$960,000 to $1,200,000
|
Greater than $5 million
|
25%
|
$1,250,000 - Unlimited
|
•
|
There will be no cap on the size of the AIPP Incentive Pool.
|
•
|
The Compensation Committee shall certify attainment of the AIPP Goals.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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
|
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: August 8, 2019
|
/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
|
|
|
(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: August 8, 2019
|
/s/ Mark Chiplock
|
|||||
|
Mark Chiplock
|
|
|
|||
|
Vice President, Corporate Controller and Chief Accounting Officer
(duly authorized and principal financial officer, through July 29, 2019)
|
|||||
|
|
|
|
|
||
|
|
|
|
/s/ Spencer Doran Hole
|
||
|
|
|
|
Spencer Doran Hole
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(duly authorized and principal financial officer, effective July 29, 2019)
|
(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: August 8, 2019
|
/s/ George P. Sakellaris
|
|
||||
|
George P. Sakellaris
|
|
||||
|
President and Chief Executive Officer
(principal executive officer)
|
|
||||
|
|
|
||||
Date: August 8, 2019
|
/s/ Mark Chiplock
|
|
||||
|
Mark Chiplock
|
|
||||
|
Vice President, Corporate Controller and Chief Accounting Officer
(duly authorized and principal financial officer, through July 29, 2019) |
|
||||
|
|
|
|
|
|
|
Date: August 8, 2019
|
/s/ Spencer Doran Hole
|
|
||||
|
|
|
Spencer Doran Hole
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
(duly authorized and principal financial officer, effective July 29, 2019)
|
|