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þ
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ANNUAL 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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Title of each class
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Name of each exchange on which registered
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Class A Common Stock,
par value $0.0001 per share
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New York Stock Exchange
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Class
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Shares outstanding as of March 2, 2020
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Class A Common Stock, $0.0001 par value per share
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29,380,395
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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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Name
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Age
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Position (s)
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George P. Sakellaris
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73
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Chairman of the Board of Directors, President and Chief Executive Officer
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David J. Anderson
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59
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Executive Vice President and Director
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Michael T. Bakas
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51
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Executive Vice President, Distributed Energy Systems
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Nicole A. Bulgarino
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47
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Executive Vice President and General Manager, Federal Solutions
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David J. Corrsin
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61
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Executive Vice President, General Counsel and Secretary and Director
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Louis P. Maltezos
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53
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Executive Vice President
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Spencer Doran Hole
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51
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Senior Vice President and Chief Financial Officer
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Mark A. Chiplock
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50
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Vice President of Finance and Chief Accounting Officer
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•
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terminate existing contracts, in whole or in part, for any reason or no reason;
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•
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reduce or modify contracts or subcontracts;
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•
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decline to award future contracts if actual or apparent organizational conflicts of interest are discovered, or to impose organizational conflict mitigation measures as a condition of eligibility for an award;
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•
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suspend or debar the contractor from doing business with the government or a specific government agency; and
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•
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pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions unique to government contracting.
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•
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failure to receive critical components and equipment that meet our design specifications and can be delivered on schedule;
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•
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failure to obtain all necessary rights to land access and use;
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•
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failure to receive quality and timely performance of third-party services;
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•
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increases in the cost of labor, equipment and commodities needed to construct or operate projects;
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•
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permitting and other regulatory issues, license revocation and changes in legal requirements;
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•
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shortages of equipment or skilled labor;
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•
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unforeseen engineering problems;
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•
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failure of a customer to accept or pay for renewable energy that we supply;
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•
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weather interferences, catastrophic events including fires, explosions, earthquakes, droughts and acts of terrorism; and accidents involving personal injury or the loss of life;
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•
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labor disputes and work stoppages;
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•
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mishandling of hazardous substances and waste; and
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•
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other events outside of our control.
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•
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the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders;
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•
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we may find that the acquired company or assets do not improve our customer offerings or market position as planned;
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•
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we may have difficulty integrating the operations and personnel of the acquired company;
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•
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key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition;
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•
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we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting;
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•
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we may incur additional costs and expenses related to complying with additional laws, rules or regulations in new jurisdictions;
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•
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we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our acquisition arrangements;
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•
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our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises;
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•
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we may incur one-time write-offs or restructuring charges in connection with the acquisition;
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•
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we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and
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•
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we may not be able to realize the cost savings or other financial benefits we anticipated.
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•
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building and managing highly experienced foreign workforces and overseeing and ensuring the performance of foreign subcontractors;
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•
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increased travel, infrastructure and legal and compliance costs associated with multiple international locations;
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•
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additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment;
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•
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imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States;
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•
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increased exposure to foreign currency exchange rate risk;
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•
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longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable;
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•
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difficulties in repatriating overseas earnings;
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•
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general economic conditions in the countries in which we operate; and
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•
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political unrest, war, incidents of terrorism, or responses to such events.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
|
|
12/31/2017
|
|
12/31/2018
|
|
12/31/2019
|
Ameresco, Inc.
|
$100.00
|
|
$72.46
|
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$64.70
|
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$56.94
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$89.03
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|
$145.96
|
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$250.00
|
Russell 2000 Index
|
$100.00
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|
$104.89
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$100.26
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$121.63
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$139.44
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$124.09
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|
$148.49
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NASDAQ Clean Edge Green Energy Index
|
$100.00
|
|
$107.02
|
|
$114.81
|
|
$113.17
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$155.32
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$140.36
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$150.90
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans
or Programs
|
||||||
October 1, 2019 - October 31, 2019
|
—
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$
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—
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—
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$
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5,907,722
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November 1, 2019 - November 30, 2019
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300
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|
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13.94
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300
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5,903,540
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||
December 1, 2019 - December 31, 2019
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—
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|
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—
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|
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—
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5,903,540
|
|
||
Total
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300
|
|
|
$
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13.94
|
|
|
300
|
|
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$
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5,903,540
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|
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Year Ended December 31,
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||||||||||||||||
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2019
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2018
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2017
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2016
|
|
2015
|
||||||||||
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(in thousands, except per share data)
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||||||||||||||||
Consolidated Statements of Income Data:
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|
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||||||
Revenues
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$
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866,933
|
|
|
$
|
787,138
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|
|
$
|
717,152
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|
|
$
|
651,227
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|
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$
|
630,832
|
|
Cost of revenues
|
698,815
|
|
|
613,526
|
|
|
572,994
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|
|
516,883
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|
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513,768
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|||||
Gross profit
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168,118
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173,612
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|
144,158
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|
134,344
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|
|
117,064
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|||||
Selling, general and administrative expenses
|
116,504
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|
|
114,513
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|
|
107,570
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|
|
110,568
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|
|
110,007
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|||||
Operating income
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51,614
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|
59,099
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36,588
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23,776
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|
7,057
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|
|||||
Other expenses, net
|
15,061
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|
16,709
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|
7,871
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|
7,409
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|
|
6,765
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|
|||||
Income before provision for income taxes
|
36,553
|
|
|
42,390
|
|
|
28,717
|
|
|
16,367
|
|
|
292
|
|
|||||
Income tax (benefit) provision
|
(3,748
|
)
|
|
4,813
|
|
|
(4,791
|
)
|
|
4,370
|
|
|
4,976
|
|
|||||
Net income (loss)
|
40,301
|
|
|
37,577
|
|
|
33,508
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|
|
11,997
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|
(4,684
|
)
|
|||||
Net loss attributable to redeemable non-controlling interests
|
4,135
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|
|
407
|
|
|
3,983
|
|
|
35
|
|
|
5,528
|
|
|||||
Net income attributable to common shareholders
|
$
|
44,436
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|
|
$
|
37,984
|
|
|
$
|
37,491
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|
|
$
|
12,032
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|
|
$
|
844
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
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|
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||||||
Basic
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$
|
0.95
|
|
|
$
|
0.83
|
|
|
$
|
0.82
|
|
|
$
|
0.26
|
|
|
$
|
0.02
|
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Diluted
|
$
|
0.93
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|
|
$
|
0.81
|
|
|
$
|
0.82
|
|
|
$
|
0.26
|
|
|
$
|
0.02
|
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Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
46,586
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|
|
45,729
|
|
|
45,509
|
|
|
46,409
|
|
|
46,494
|
|
|||||
Diluted
|
47,774
|
|
|
46,831
|
|
|
45,748
|
|
|
46,493
|
|
|
47,665
|
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheets Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
33,223
|
|
|
$
|
61,397
|
|
|
$
|
24,262
|
|
|
$
|
20,607
|
|
|
$
|
21,645
|
|
Current assets
|
425,192
|
|
|
310,969
|
|
|
287,078
|
|
|
226,061
|
|
|
263,698
|
|
|||||
Federal ESPC receivable(1)
|
230,616
|
|
|
293,998
|
|
|
248,917
|
|
|
158,209
|
|
|
125,804
|
|
|||||
Energy assets, net
|
579,461
|
|
|
459,952
|
|
|
356,443
|
|
|
319,758
|
|
|
244,309
|
|
|||||
Total assets
|
1,374,013
|
|
|
1,161,634
|
|
|
983,951
|
|
|
797,281
|
|
|
723,440
|
|
|||||
Current liabilities
|
336,647
|
|
|
222,630
|
|
|
202,142
|
|
|
190,602
|
|
|
179,723
|
|
|||||
Long-term debt, less current portion
|
266,181
|
|
|
219,162
|
|
|
173,237
|
|
|
140,593
|
|
|
100,490
|
|
|||||
Federal ESPC liabilities(1)
|
245,037
|
|
|
288,047
|
|
|
235,088
|
|
|
133,003
|
|
|
122,040
|
|
|||||
Total stockholders’ equity
|
$
|
428,856
|
|
|
$
|
376,875
|
|
|
$
|
336,620
|
|
|
$
|
294,306
|
|
|
$
|
287,409
|
|
(1)
|
Federal ESPC receivable represents the amount to be paid by various federal government agencies for work performed and earned by the Company under specific ESPCs. The Company assigns certain of its rights to receive those payments to third-party investors that provide construction and permanent financing for such contracts. Federal ESPC liabilities represent the advances received from third party investors under agreements to finance certain energy savings performance contract projects with various federal government agencies. Upon completion and acceptance of the project by the government, typically within 24 - 36 months of
|
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, 5.24% 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
|
$
|
918
|
|
|
|
Year Ended December 31,
|
||||
|
|
2019
|
|
2018
|
|
2017
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
|
1.60%-2.39%
|
|
2.71%-3.00%
|
|
1.96%-2.36%
|
Expected volatility
|
|
43%-44%
|
|
43%-45%
|
|
46%
|
Expected life
|
|
6.5 years
|
|
6.5 years
|
|
6.5 years
|
|
Year Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
||||||||||
|
Dollar
|
|
% of
|
|
Dollar
|
|
% of
|
|
||||||
|
Amount
|
|
Revenues
|
|
Amount
|
|
Revenues
|
|
||||||
Revenues
|
$
|
866,933
|
|
|
100.0
|
%
|
|
$
|
787,138
|
|
|
100.0
|
%
|
|
Cost of revenues
|
698,815
|
|
|
80.6
|
%
|
|
613,526
|
|
|
77.9
|
%
|
|
||
Gross profit
|
168,118
|
|
|
19.4
|
%
|
|
173,612
|
|
|
22.1
|
%
|
|
||
Selling, general and administrative expenses
|
116,504
|
|
|
13.4
|
%
|
|
114,513
|
|
|
14.5
|
%
|
|
||
Operating income
|
51,614
|
|
|
6.0
|
%
|
|
59,099
|
|
|
7.5
|
%
|
|
||
Other expenses, net
|
15,061
|
|
|
1.7
|
%
|
|
16,709
|
|
|
2.1
|
%
|
|
||
Income before (benefit) provision for income taxes
|
36,553
|
|
|
4.2
|
%
|
|
42,390
|
|
|
5.4
|
%
|
|
||
Income tax (benefit) provision
|
(3,748
|
)
|
|
(0.4
|
)%
|
|
4,813
|
|
|
0.6
|
%
|
|
||
Net income
|
$
|
40,301
|
|
|
4.6
|
%
|
|
$
|
37,577
|
|
|
4.8
|
%
|
|
Net loss attributable to redeemable non-controlling interests
|
$
|
4,135
|
|
|
0.5
|
%
|
|
$
|
407
|
|
|
0.1
|
%
|
|
Net income attributable to common shareholders
|
$
|
44,436
|
|
|
5.1
|
%
|
|
$
|
37,984
|
|
|
4.8
|
%
|
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
866,933
|
|
|
$
|
787,138
|
|
|
$
|
79,795
|
|
|
10.1
|
%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Cost of revenues
|
$
|
698,815
|
|
|
$
|
613,526
|
|
|
$
|
85,289
|
|
|
13.9
|
%
|
Gross margin %
|
19.4
|
%
|
|
22.1
|
%
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Selling, general and administrative expenses
|
$
|
116,504
|
|
|
$
|
114,513
|
|
|
$
|
1,991
|
|
|
1.7
|
%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
365,060
|
|
|
$
|
334,344
|
|
|
$
|
30,716
|
|
|
9.2
|
%
|
Income before taxes
|
$
|
15,925
|
|
|
$
|
20,543
|
|
|
$
|
(4,618
|
)
|
|
(22.5
|
)%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
287,426
|
|
|
$
|
246,309
|
|
|
$
|
41,117
|
|
|
16.7
|
%
|
Income before taxes
|
$
|
40,553
|
|
|
$
|
36,332
|
|
|
$
|
4,221
|
|
|
11.6
|
%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
37,910
|
|
|
$
|
38,982
|
|
|
$
|
(1,072
|
)
|
|
(2.7
|
)%
|
Income (loss) before taxes
|
$
|
1,771
|
|
|
$
|
(2,746
|
)
|
|
$
|
4,517
|
|
|
164.5
|
%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
84,683
|
|
|
$
|
82,655
|
|
|
$
|
2,028
|
|
|
2.5
|
%
|
Income before taxes
|
$
|
3,813
|
|
|
$
|
13,412
|
|
|
$
|
(9,599
|
)
|
|
(71.6
|
)%
|
|
Year Ended December 31,
|
|
Dollar
|
|
Percentage
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
Change
|
|||||||
Revenues
|
$
|
91,854
|
|
|
$
|
84,848
|
|
|
$
|
7,006
|
|
|
8.3
|
%
|
Income before taxes
|
$
|
8,647
|
|
|
$
|
5,264
|
|
|
$
|
3,383
|
|
|
64.3
|
%
|
Unallocated corporate activity
|
$
|
(34,156
|
)
|
|
$
|
(30,415
|
)
|
|
$
|
(3,741
|
)
|
|
(12.3
|
)%
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
||||
Cash flows used in operating activities
|
$
|
(196,293
|
)
|
|
$
|
(53,201
|
)
|
|
Cash flows used in investing activities
|
(142,223
|
)
|
|
(133,206
|
)
|
|
||
Cash flows provided by financing activities
|
317,419
|
|
|
224,511
|
|
|
||
Effect of exchange rate changes on cash
|
447
|
|
|
(295
|
)
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
(20,650
|
)
|
|
$
|
37,809
|
|
|
|
•
|
|
a ratio of total funded debt to EBITDA of less than 3.25 to 1.0 as of the end of each fiscal quarter ending June 30, 2024 and thereafter; and
|
|
•
|
|
a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0.
|
|
Commencement Date
|
Maturity Date
|
Balance as of December 31,
|
|
|
||||||
|
2019
|
|
2018
|
|
|
||||||
Senior secured credit facility, interest at varying rates monthly in arrears
|
June 2015
|
June 2024
|
$
|
112,216
|
|
|
$
|
43,074
|
|
|
|
Variable rate term loan payable in semi-annual installments
|
January 2006
|
February 2021
|
625
|
|
|
936
|
|
|
|
||
Variable rate term loan payable in semi-annual installments
|
January 2006
|
June 2024
|
6,609
|
|
|
7,426
|
|
|
|
||
Term loan payable in quarterly installments
|
March 2011
|
March 2021
|
831
|
|
|
1,464
|
|
|
|
||
Term loan payable in monthly installments
|
October 2011
|
June 2028
|
3,649
|
|
|
3,843
|
|
|
|
||
Variable rate term loan payable in quarterly installments
|
October 2012
|
June 2020
|
28,217
|
|
|
30,674
|
|
|
|
||
Variable rate term loan payable in quarterly installments
|
September 2015
|
March 2023
|
15,976
|
|
|
17,208
|
|
|
|
||
Term loan payable in quarterly installments
|
August 2016
|
June 2031
|
3,769
|
|
|
3,925
|
|
|
|
||
Term loan payable in quarterly installments
|
March 2017
|
March 2028
|
3,521
|
|
|
3,945
|
|
|
|
||
Term loan payable in monthly installments
|
April 2017
|
April 2027
|
22,553
|
|
|
22,081
|
|
|
|
||
Term loan payable in quarterly installments
|
April 2017
|
February 2034
|
2,706
|
|
|
2,735
|
|
|
|
||
Variable rate term loan payable in quarterly installments
|
June 2017
|
December 2027
|
11,740
|
|
|
12,915
|
|
|
|
||
Variable rate term loan payable in quarterly installments
|
February 2018
|
August 2022
|
15,645
|
|
|
21,475
|
|
|
|
||
Term loan payable in quarterly installments
|
June 2018
|
December 2038
|
28,583
|
|
|
30,069
|
|
|
|
||
Variable rate term loan payable in semi-annual installments
|
June 2018
|
June 2033
|
9,003
|
|
|
9,668
|
|
|
|
||
Variable rate term loan payable in monthly/quarterly installments
|
October 2018
|
October 2029
|
9,092
|
|
|
9,072
|
|
|
|
||
Long term finance liability in semi-annual installments
|
July 2019
|
July 2039
|
3,841
|
|
|
—
|
|
|
|
||
Long term finance liability in semi-annual installments
|
November 2019
|
November 2039
|
8,794
|
|
|
—
|
|
|
|
||
Term loan payable in quarterly installments
|
December 2019
|
December 2021
|
27,226
|
|
|
—
|
|
|
|
||
Total construction and term loans
|
|
|
$
|
314,596
|
|
|
$
|
220,510
|
|
|
|
|
|
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
|
|
$
|
50,073
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,073
|
|
|
$
|
—
|
|
Term Loan
|
|
62,563
|
|
|
4,875
|
|
|
14,625
|
|
|
43,063
|
|
|
—
|
|
|||||
Project Financing:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and term loans
|
|
204,470
|
|
|
60,097
|
|
|
75,534
|
|
|
22,331
|
|
|
46,508
|
|
|||||
Federal ESPC liabilities(1)
|
|
245,037
|
|
|
—
|
|
|
245,037
|
|
|
—
|
|
|
—
|
|
|||||
Interest obligations(2)
|
|
81,691
|
|
|
17,449
|
|
|
26,753
|
|
|
16,432
|
|
|
21,057
|
|
|||||
Financing lease liabilities
|
|
28,497
|
|
|
4,997
|
|
|
9,431
|
|
|
1,802
|
|
|
12,267
|
|
|||||
Operating leases
|
|
55,234
|
|
|
9,153
|
|
|
14,115
|
|
|
9,375
|
|
|
22,591
|
|
|||||
Total
|
|
$
|
727,565
|
|
|
$
|
96,571
|
|
|
$
|
385,495
|
|
|
$
|
143,076
|
|
|
$
|
102,423
|
|
(1
|
)
|
|
Federal ESPC arrangements relate to the installation and construction of projects for certain customers, typically federal governmental entities, where we assign to third-parties our right to customer receivables. We are relieved of the liability, without making a payment, 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 third-party and the amount received by us from the third party 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 December 31, 2019 remains constant for the term of the facility.
|
AMERESCO, INC.
|
|||||||
CONSOLIDATED BALANCE SHEETS — (Continued)
|
|||||||
(in thousands, except share amounts)
|
|||||||
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2019 and 2018
|
$
|
—
|
|
|
$
|
—
|
|
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 31,331,345 shares issued and 29,230,005 shares outstanding at December 31, 2019, 30,366,546 shares issued and 28,275,506 shares outstanding at December 31, 2018
|
3
|
|
|
3
|
|
||
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at December 31, 2019 and 2018
|
2
|
|
|
2
|
|
||
Additional paid-in capital
|
133,688
|
|
|
124,651
|
|
||
Retained earnings
|
314,459
|
|
|
269,806
|
|
||
Accumulated other comprehensive loss, net of income taxes
|
(7,514
|
)
|
|
(5,949
|
)
|
||
Less - treasury stock, at cost, 2,101,340 shares at December 31, 2019, and 2,091,040 shares at December 31, 2018
|
(11,782
|
)
|
|
(11,638
|
)
|
||
Total stockholder’s equity
|
428,856
|
|
|
376,875
|
|
||
Total liabilities, redeemable non-controlling interests and stockholders’ equity
|
$
|
1,374,013
|
|
|
$
|
1,161,634
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
866,933
|
|
|
$
|
787,138
|
|
|
$
|
717,152
|
|
Cost of revenues
|
698,815
|
|
|
613,526
|
|
|
572,994
|
|
|||
Gross profit
|
168,118
|
|
|
173,612
|
|
|
144,158
|
|
|||
Selling, general and administrative expenses
|
116,504
|
|
|
114,513
|
|
|
107,570
|
|
|||
Operating income
|
51,614
|
|
|
59,099
|
|
|
36,588
|
|
|||
Other expenses, net
|
15,061
|
|
|
16,709
|
|
|
7,871
|
|
|||
Income before (benefit) provision for income taxes
|
36,553
|
|
|
42,390
|
|
|
28,717
|
|
|||
Income tax (benefit) provision
|
(3,748
|
)
|
|
4,813
|
|
|
(4,791
|
)
|
|||
Net income
|
40,301
|
|
|
37,577
|
|
|
33,508
|
|
|||
Net loss attributable to redeemable non-controlling interests
|
4,135
|
|
|
407
|
|
|
3,983
|
|
|||
Net income attributable to common shareholders
|
$
|
44,436
|
|
|
$
|
37,984
|
|
|
$
|
37,491
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.95
|
|
|
$
|
0.83
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
0.93
|
|
|
$
|
0.81
|
|
|
$
|
0.82
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|||||
Basic
|
46,586
|
|
|
45,729
|
|
|
45,509
|
|
|||
Diluted
|
47,774
|
|
|
46,831
|
|
|
45,748
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
40,301
|
|
|
$
|
37,577
|
|
|
$
|
33,508
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Unrealized (loss) gain from interest rate hedges, net of tax effect of $(984), $(12) and $(35), respectively
|
(2,944
|
)
|
|
(73
|
)
|
|
310
|
|
|||
Foreign currency translation adjustment
|
1,379
|
|
|
(250
|
)
|
|
655
|
|
|||
Total other comprehensive income (loss)
|
(1,565
|
)
|
|
(323
|
)
|
|
965
|
|
|||
Comprehensive income
|
38,736
|
|
|
37,254
|
|
|
34,473
|
|
|||
Comprehensive loss attributable to redeemable non-controlling interests
|
4,135
|
|
|
407
|
|
|
3,983
|
|
|||
Comprehensive income attributable to common shareholders
|
$
|
42,871
|
|
|
$
|
37,661
|
|
|
$
|
38,456
|
|
|
Redeemable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||||||
|
Non-
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
Other
|
|
Total
|
|||||||||||||||||||
|
Controlling
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
Stockholders’
|
|||||||||||||||||||||||||
|
Interests
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Loss
|
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2016
|
$
|
6,847
|
|
|
27,706,866
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
112,926
|
|
|
$
|
194,353
|
|
|
1,298,418
|
|
|
$
|
(6,387
|
)
|
|
$
|
(6,591
|
)
|
|
$
|
294,306
|
|
Cumulative impact from the adoption of ASU No. 2016-09 (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
||||||||
Exercise of stock options, net
|
—
|
|
|
401,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,977
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,977
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
||||||||
Open market purchase of common shares
|
—
|
|
|
(574,848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
574,848
|
|
|
(3,412
|
)
|
|
—
|
|
|
(3,412
|
)
|
||||||||
Unrealized gain from interest rate hedge, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
310
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
655
|
|
|
655
|
|
||||||||
Contributions from redeemable non-controlling interests
|
7,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
(288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
(3,983
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,491
|
|
||||||||
Balance, December 31, 2017
|
10,338
|
|
|
27,533,049
|
|
|
3
|
|
|
18,000,000
|
|
|
2
|
|
|
116,196
|
|
|
235,844
|
|
|
1,873,266
|
|
|
(9,799
|
)
|
|
(5,626
|
)
|
|
336,620
|
|
||||||||
Cumulative impact from the adoption of ASU No. 2014-09 (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
||||||||
Cumulative impact from the adoption of ASU No. 2017-12 (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
—
|
|
|
—
|
|
|
(486
|
)
|
|
(54
|
)
|
||||||||
Exercise of stock options, net
|
—
|
|
|
908,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,696
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,696
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
||||||||
Employee stock purchase plan
|
—
|
|
|
51,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
501
|
|
||||||||
Open market purchase of common shares
|
—
|
|
|
(217,774
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217,774
|
|
|
(1,839
|
)
|
|
—
|
|
|
(1,839
|
)
|
||||||||
Unrealized gain from interest rate hedge, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
413
|
|
|
413
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|
(250
|
)
|
||||||||
Contributions from redeemable non-controlling interests
|
5,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
(410
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
(407
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,984
|
|
||||||||
Balance, December 31, 2018
|
14,719
|
|
|
28,275,506
|
|
|
3
|
|
|
18,000,000
|
|
|
2
|
|
|
124,651
|
|
|
269,806
|
|
|
2,091,040
|
|
|
(11,638
|
)
|
|
(5,949
|
)
|
|
376,875
|
|
||||||||
Cumulative impact from the adoptions of ASU -No. 2018-02 (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
(217
|
)
|
|
—
|
|
||||||||
Exercise of stock options, net
|
—
|
|
|
915,834
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,742
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,742
|
|
||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,620
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,620
|
|
||||||||
Employee stock purchase plan
|
—
|
|
|
48,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675
|
|
||||||||
Open market purchase of common shares
|
—
|
|
|
(10,300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,300
|
|
|
(144
|
)
|
|
—
|
|
|
(144
|
)
|
||||||||
Unrealized loss from interest rate hedge, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,727
|
)
|
|
(2,727
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,379
|
|
|
1,379
|
|
||||||||
Contributions from redeemable non-controlling interests
|
21,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Distributions to redeemable non-controlling interests
|
(803
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net (loss) income
|
(4,135
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,436
|
|
||||||||
Balance, December 31, 2019
|
31,616
|
|
|
29,230,005
|
|
|
$
|
3
|
|
|
18,000,000
|
|
|
$
|
2
|
|
|
$
|
133,688
|
|
|
$
|
314,459
|
|
|
2,101,340
|
|
|
$
|
(11,782
|
)
|
|
$
|
(7,514
|
)
|
|
$
|
428,856
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net income
|
40,301
|
|
|
37,577
|
|
|
$
|
33,508
|
|
||
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
||||||
Depreciation of energy assets
|
35,543
|
|
|
27,305
|
|
|
21,648
|
|
|||
Depreciation of property and equipment
|
2,987
|
|
|
2,167
|
|
|
2,394
|
|
|||
Amortization of deferred financing fees
|
2,229
|
|
|
2,193
|
|
|
1,620
|
|
|||
Amortization of intangible assets
|
909
|
|
|
1,057
|
|
|
1,451
|
|
|||
Accretion of ARO and contingent consideration
|
137
|
|
|
—
|
|
|
—
|
|
|||
Provision for (recovery of) bad debts
|
(216
|
)
|
|
610
|
|
|
77
|
|
|||
Loss (gain) on disposal / sale of assets
|
(2,160
|
)
|
|
298
|
|
|
(103
|
)
|
|||
Net gain from derivatives
|
(1,068
|
)
|
|
(121
|
)
|
|
(271
|
)
|
|||
Stock-based compensation expense
|
1,620
|
|
|
1,258
|
|
|
1,293
|
|
|||
Deferred income taxes
|
(3,346
|
)
|
|
5,517
|
|
|
(4,527
|
)
|
|||
Unrealized foreign exchange loss (gain)
|
(130
|
)
|
|
1,816
|
|
|
(1,406
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(8,499
|
)
|
|
9,772
|
|
|
1,870
|
|
|||
Accounts receivable retainage
|
(3,370
|
)
|
|
3,774
|
|
|
1,279
|
|
|||
Federal ESPC receivable
|
(188,060
|
)
|
|
(155,539
|
)
|
|
(157,538
|
)
|
|||
Inventory, net
|
(1,471
|
)
|
|
373
|
|
|
3,966
|
|
|||
Costs and estimated earnings in excess of billings
|
(106,696
|
)
|
|
8,015
|
|
|
(46,730
|
)
|
|||
Prepaid expenses and other current assets
|
(18,397
|
)
|
|
6,763
|
|
|
(2,471
|
)
|
|||
Project development costs
|
8,120
|
|
|
(8,659
|
)
|
|
(3,007
|
)
|
|||
Other assets
|
1,056
|
|
|
(3,499
|
)
|
|
111
|
|
|||
Accounts payable, accrued expenses and other current liabilities
|
43,531
|
|
|
2,938
|
|
|
19,652
|
|
|||
Billings in excess of cost and estimated earnings
|
2,662
|
|
|
2,866
|
|
|
(2,168
|
)
|
|||
Other liabilities
|
(1,625
|
)
|
|
(783
|
)
|
|
(540
|
)
|
|||
Income taxes payable
|
(350
|
)
|
|
1,101
|
|
|
(5,678
|
)
|
|||
Cash flows from operating activities
|
(196,293
|
)
|
|
(53,201
|
)
|
|
(135,570
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|||||
Purchases of property and equipment
|
(6,674
|
)
|
|
(3,943
|
)
|
|
(2,851
|
)
|
|||
Purchases of energy assets, net of grant proceeds
|
(133,954
|
)
|
|
(125,673
|
)
|
|
(85,559
|
)
|
|||
Proceeds from sale of assets of a business
|
—
|
|
|
—
|
|
|
2,777
|
|
|||
Acquisitions, net of cash received
|
(1,294
|
)
|
|
(3,590
|
)
|
|
(2,409
|
)
|
|||
Contributions to equity investment
|
(301
|
)
|
|
—
|
|
|
—
|
|
|||
Cash flows from investing activities
|
$
|
(142,223
|
)
|
|
$
|
(133,206
|
)
|
|
$
|
(88,042
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Payments of financing fees
|
(1,666
|
)
|
|
(4,073
|
)
|
|
(2,877
|
)
|
|||
Proceeds from exercises of options and ESPP
|
7,417
|
|
|
7,197
|
|
|
1,977
|
|
|||
Repurchase of common stock
|
(144
|
)
|
|
(1,839
|
)
|
|
(3,412
|
)
|
|||
Proceeds (payments) from senior secured credit facility, net
|
73,347
|
|
|
(900
|
)
|
|
12,547
|
|
|||
Proceeds from long-term debt financings
|
43,883
|
|
|
88,115
|
|
|
48,483
|
|
|||
Proceeds from Federal ESPC projects
|
199,358
|
|
|
158,237
|
|
|
165,013
|
|
|||
Proceeds for energy assets from Federal ESPC
|
2,277
|
|
|
4,236
|
|
|
3,993
|
|
|||
Proceeds from sale-leaseback financings
|
—
|
|
|
5,145
|
|
|
51,204
|
|
|||
Contributions from redeemable non-controlling interests, net
|
21,372
|
|
|
4,788
|
|
|
7,473
|
|
|||
Payments on long-term debt
|
(28,425
|
)
|
|
(36,395
|
)
|
|
(54,164
|
)
|
|||
Cash flows from financing activities
|
317,419
|
|
|
224,511
|
|
|
230,237
|
|
|||
Effect of exchange rate changes on cash
|
447
|
|
|
(295
|
)
|
|
654
|
|
|||
Net (decrease) increase in cash and cash equivalents, and restricted cash
|
(20,650
|
)
|
|
37,809
|
|
|
7,279
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of year
|
97,914
|
|
|
60,105
|
|
|
52,826
|
|
|||
Cash, cash equivalents, and restricted cash, end of year
|
$
|
77,264
|
|
|
$
|
97,914
|
|
|
$
|
60,105
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
17,467
|
|
|
$
|
15,563
|
|
|
$
|
11,675
|
|
Cash paid for income taxes
|
$
|
3,897
|
|
|
$
|
2,257
|
|
|
$
|
5,782
|
|
Non-cash Federal ESPC settlement
|
$
|
242,519
|
|
|
$
|
101,557
|
|
|
$
|
66,921
|
|
Accrued purchases of energy assets
|
$
|
34,871
|
|
|
$
|
15,005
|
|
|
$
|
7,335
|
|
Conversion of revolver to term loan
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash and cash equivalents
|
|
$
|
33,223
|
|
|
$
|
61,397
|
|
|
$
|
24,262
|
|
Short-term restricted cash
|
|
20,006
|
|
|
16,880
|
|
|
15,751
|
|
|||
Long-term restricted cash included in other assets
|
|
24,035
|
|
|
19,637
|
|
|
20,092
|
|
|||
Total cash and cash equivalents, and restricted cash
|
|
$
|
77,264
|
|
|
$
|
97,914
|
|
|
$
|
60,105
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Allowance for doubtful accounts, beginning of period
|
$
|
2,765
|
|
|
$
|
3,315
|
|
|
$
|
7,836
|
|
Charges (recovery) to costs and expenses, net
|
(216
|
)
|
|
610
|
|
|
81
|
|
|||
Account write-offs and other
|
(289
|
)
|
|
(1,160
|
)
|
|
(4,602
|
)
|
|||
Allowance for doubtful accounts, end of period
|
$
|
2,260
|
|
|
$
|
2,765
|
|
|
$
|
3,315
|
|
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
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income attributable to common shareholders
|
$
|
44,436
|
|
|
$
|
37,984
|
|
|
$
|
37,491
|
|
Basic weighted-average shares outstanding
|
46,586
|
|
|
45,729
|
|
|
45,509
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Stock options
|
1,188
|
|
|
1,102
|
|
|
239
|
|
|||
Diluted weighted-average shares outstanding
|
47,774
|
|
|
46,831
|
|
|
45,748
|
|
|
January 1, 2018
|
||||||||||||||
|
As Reported
|
|
606 Adjustments
|
|
Adjusted Balances
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||
Costs and estimated earnings in excess of billings
|
|
$
|
104,852
|
|
|
|
$
|
(9,194
|
)
|
|
|
$
|
95,658
|
|
|
Prepaid expenses and other current assets
|
|
14,037
|
|
|
|
4,343
|
|
|
|
18,380
|
|
|
|||
Deferred income taxes, net
|
|
—
|
|
|
|
1,003
|
|
|
|
1,003
|
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
23,260
|
|
|
|
1,190
|
|
|
|
24,450
|
|
|
|||
Deferred income taxes, net
|
|
584
|
|
|
|
(584
|
)
|
|
|
—
|
|
|
|||
Shareholders' Equity:
|
|
|
|
|
|
|
|
|
|
||||||
Retained earnings
|
|
235,844
|
|
|
|
(4,454
|
)
|
|
|
231,390
|
|
|
|
|
Impact of changes in accounting policies
|
||||||||||||||||||||||
|
|
12/31/2019
|
|
12/31/2018
|
||||||||||||||||||||
|
|
As Reported
|
|
Balances without adoption of Topic 606
|
|
Effect of Change Higher/(Lower)
|
|
As Reported
|
|
Balances without adoption of Topic 606
|
|
Effect of Change Higher/(Lower)
|
||||||||||||
Revenues
|
|
$
|
866,933
|
|
|
$
|
871,409
|
|
|
$
|
(4,476
|
)
|
|
$
|
787,138
|
|
|
$
|
784,316
|
|
|
$
|
2,822
|
|
Cost of revenues
|
|
698,815
|
|
|
701,397
|
|
|
(2,582
|
)
|
|
613,526
|
|
|
610,229
|
|
|
3,297
|
|
||||||
Gross profit
|
|
168,118
|
|
|
170,012
|
|
|
(1,894
|
)
|
|
173,612
|
|
|
174,087
|
|
|
(475
|
)
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses
|
|
116,504
|
|
|
116,504
|
|
|
—
|
|
|
114,513
|
|
|
114,513
|
|
|
—
|
|
||||||
Operating income
|
|
51,614
|
|
|
53,508
|
|
|
(1,894
|
)
|
|
59,099
|
|
|
59,574
|
|
|
(475
|
)
|
||||||
Other expenses, net
|
|
15,061
|
|
|
15,061
|
|
|
—
|
|
|
16,709
|
|
|
16,709
|
|
|
—
|
|
||||||
Income before provision for income taxes
|
|
36,553
|
|
|
38,447
|
|
|
(1,894
|
)
|
|
42,390
|
|
|
42,865
|
|
|
(475
|
)
|
||||||
Income tax (benefit) provision
|
|
(3,748
|
)
|
|
(3,256
|
)
|
|
(492
|
)
|
|
4,813
|
|
|
4,998
|
|
|
(185
|
)
|
||||||
Net income
|
|
40,301
|
|
|
41,703
|
|
|
(1,402
|
)
|
|
37,577
|
|
|
37,867
|
|
|
(290
|
)
|
||||||
Net loss attributable to redeemable non-controlling interests
|
|
4,135
|
|
|
4,135
|
|
|
—
|
|
|
407
|
|
|
407
|
|
|
—
|
|
||||||
Net income attributable to common shareholders
|
|
$
|
44,436
|
|
|
$
|
45,838
|
|
|
$
|
(1,402
|
)
|
|
$
|
37,984
|
|
|
$
|
38,274
|
|
|
$
|
(290
|
)
|
Basic income per share
|
|
$
|
0.95
|
|
|
$
|
0.98
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.83
|
|
|
$
|
0.84
|
|
|
$
|
(0.01
|
)
|
Diluted income per share
|
|
$
|
0.93
|
|
|
$
|
0.96
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.81
|
|
|
$
|
0.82
|
|
|
$
|
(0.01
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
As Reported
|
|
Balances without adoption of Topic 606
|
|
Effect of Change Higher/(Lower)
|
|
As Reported
|
|
Balances without adoption of Topic 606
|
|
Effect of Change Higher/(Lower)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and estimated earnings in excess of billings
|
$
|
202,243
|
|
|
$
|
213,091
|
|
|
$
|
(10,848
|
)
|
|
$
|
86,842
|
|
|
$
|
93,214
|
|
|
$
|
(6,372
|
)
|
Prepaid expenses and other current assets
|
29,424
|
|
|
25,776
|
|
|
3,648
|
|
|
11,571
|
|
|
10,644
|
|
|
927
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued expenses and other current liabilities
|
31,356
|
|
|
30,147
|
|
|
1,209
|
|
|
35,947
|
|
|
34,877
|
|
|
1,070
|
|
||||||
Deferred income taxes, net
|
115
|
|
|
2,378
|
|
|
(2,263
|
)
|
|
4,352
|
|
|
6,123
|
|
|
(1,771
|
)
|
||||||
Shareholders' Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Retained earnings
|
314,459
|
|
|
320,605
|
|
|
(6,146
|
)
|
|
269,806
|
|
|
274,550
|
|
|
(4,744
|
)
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
||||
Accounts receivable, net
|
|
$
|
95,863
|
|
|
$
|
85,985
|
|
|
Accounts receivable retainage, net
|
|
16,976
|
|
|
13,516
|
|
|
||
Contract Assets:
|
|
|
|
|
|
||||
Costs and estimated earnings in excess of billings
|
|
202,243
|
|
|
86,842
|
|
|
||
Contract Liabilities:
|
|
|
|
|
|
||||
Billings in excess of cost and estimated earnings
|
|
32,178
|
|
|
30,706
|
|
|
|
2019
|
2018
|
2017
|
||||||
Accounts receivable
|
$
|
232
|
|
$
|
1,015
|
|
$
|
—
|
|
Prepaid expenses and other current assets
|
2
|
|
12
|
|
256
|
|
|||
Property and equipment and energy assets
|
315
|
|
—
|
|
7,788
|
|
|||
Intangibles
|
500
|
|
680
|
|
—
|
|
|||
Goodwill
|
337
|
|
2,845
|
|
—
|
|
|||
Accounts payable
|
30
|
|
67
|
|
—
|
|
|||
Accrued Exp
|
1
|
|
—
|
|
—
|
|
|||
Deferred Revenue
|
61
|
|
—
|
|
—
|
|
|||
Purchase price
|
$
|
1,294
|
|
$
|
4,619
|
|
$
|
8,044
|
|
Total, net of cash received
|
$
|
1,294
|
|
$
|
4,619
|
|
$
|
8,044
|
|
Debt assumed
|
$
|
—
|
|
$
|
—
|
|
$
|
5,635
|
|
Total fair value of consideration
|
$
|
1,294
|
|
$
|
4,619
|
|
$
|
2,409
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Other
|
|
Total
|
||||||||||
Balance, December 31, 2017
|
24,759
|
|
|
3,375
|
|
|
3,494
|
|
|
24,507
|
|
|
56,135
|
|
|||||
Goodwill acquired during the year
|
1,611
|
|
|
1,234
|
|
|
—
|
|
|
—
|
|
|
2,845
|
|
|||||
Currency effects
|
—
|
|
|
—
|
|
|
(277
|
)
|
|
(371
|
)
|
|
(648
|
)
|
|||||
Balance, December 31, 2018
|
26,370
|
|
|
4,609
|
|
|
3,217
|
|
|
24,136
|
|
|
58,332
|
|
|||||
Goodwill acquired during the year
|
337
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
337
|
|
|||||
Re-measurement adjustments
|
(2
|
)
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
|||||
Currency effects
|
—
|
|
|
—
|
|
|
152
|
|
|
223
|
|
|
375
|
|
|||||
Balance, December 31, 2019
|
26,705
|
|
|
3,981
|
|
|
3,369
|
|
|
24,359
|
|
|
58,414
|
|
|||||
Accumulated Goodwill Impairment Balance, December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
Accumulated Goodwill Impairment Balance, December 31, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
$
|
—
|
|
|
$
|
(1,016
|
)
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Gross Carrying Amount
|
|
|
|
||||
Customer contracts
|
$
|
7,904
|
|
|
$
|
7,818
|
|
Customer relationships
|
12,749
|
|
|
12,082
|
|
||
Non-compete agreements
|
3,037
|
|
|
3,013
|
|
||
Technology
|
2,732
|
|
|
2,710
|
|
||
Trade names
|
544
|
|
|
541
|
|
||
|
26,966
|
|
|
26,164
|
|
||
Accumulated Amortization
|
|
|
|
||||
Customer contracts
|
7,844
|
|
|
7,668
|
|
||
Customer relationships
|
11,236
|
|
|
10,302
|
|
||
Non-compete agreements
|
3,037
|
|
|
3,013
|
|
||
Technology
|
2,704
|
|
|
2,651
|
|
||
Trade names
|
531
|
|
|
526
|
|
||
|
25,352
|
|
|
24,160
|
|
||
Intangible assets, net
|
$
|
1,614
|
|
|
$
|
2,004
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Customer contracts
|
$
|
90
|
|
|
$
|
30
|
|
|
$
|
31
|
|
Customer relationships
|
806
|
|
|
973
|
|
|
1,244
|
|
|||
Non-compete agreements
|
1
|
|
|
3
|
|
|
42
|
|
|||
Technology
|
12
|
|
|
47
|
|
|
128
|
|
|||
Trade names
|
—
|
|
|
4
|
|
|
6
|
|
|||
Total intangible amortization expense
|
$
|
909
|
|
|
$
|
1,057
|
|
|
$
|
1,451
|
|
|
Estimated Amortization
|
||
|
Included in Selling, General and Administrative Expenses
|
||
2020
|
628
|
|
|
2021
|
318
|
|
|
2022
|
140
|
|
|
2023
|
129
|
|
|
2024
|
127
|
|
|
Thereafter
|
212
|
|
|
|
$
|
1,554
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Furniture and office equipment
|
$
|
6,108
|
|
|
$
|
6,118
|
|
Computer equipment and software costs
|
27,380
|
|
|
23,781
|
|
||
Leasehold improvements
|
4,062
|
|
|
3,990
|
|
||
Automobiles
|
1,995
|
|
|
1,373
|
|
||
Land
|
2,991
|
|
|
1,454
|
|
||
Property and equipment, gross
|
42,536
|
|
|
36,716
|
|
||
Less - accumulated depreciation
|
(32,432
|
)
|
|
(29,731
|
)
|
||
Property and equipment, net
|
$
|
10,104
|
|
|
$
|
6,985
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Energy assets
|
$
|
767,331
|
|
|
$
|
619,707
|
|
Less - accumulated depreciation and amortization
|
(187,870
|
)
|
|
(159,756
|
)
|
||
Energy assets, net
|
$
|
579,461
|
|
|
$
|
459,951
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Financing lease assets
|
$
|
42,402
|
|
|
$
|
42,402
|
|
Less - accumulated depreciation and amortization
|
(6,268
|
)
|
|
(4,139
|
)
|
||
Financing lease assets, net
|
$
|
36,134
|
|
|
$
|
38,263
|
|
|
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
|
%
|
|
December 31, 2019
|
||
Operating Leases:
|
|
||
Operating lease assets
|
$
|
32,791
|
|
Current operating lease liabilities
|
5,802
|
|
|
Long-term portions of operating lease liabilities
|
29,101
|
|
|
Total operating lease liabilities
|
$
|
34,903
|
|
Weighted-average remaining lease term
|
11 years
|
|
|
Weighted-average discount rate
|
6.3
|
%
|
|
|
|
||
Financing Leases:
|
|
||
Energy assets, net
|
$
|
36,134
|
|
Current portions of financing lease liabilities
|
4,997
|
|
|
Long-term financing lease liabilities, less current portions and net of deferred financing fees
|
23,500
|
|
|
Total financing lease liabilities
|
$
|
28,497
|
|
Weighted-average remaining lease term
|
17 years
|
|
|
Weighted-average discount rate
|
11.8
|
%
|
|
|
Year ended December 31, 2019
|
||
Operating Lease:
|
|
|
||
Operating lease costs
|
|
$
|
7,460
|
|
|
|
|
||
Financing Lease:
|
|
|
||
Amortization expense
|
|
2,129
|
|
|
Interest on lease liabilities
|
|
3,630
|
|
|
|
|
|
||
Total lease costs
|
|
$
|
13,219
|
|
|
Operating Leases
|
|
Financing Leases
|
||||
Year ended December 31,
|
|
|
|
|
|||
2020
|
$
|
7,768
|
|
|
$
|
8,078
|
|
2021
|
6,340
|
|
|
6,775
|
|
||
2022
|
5,775
|
|
|
5,173
|
|
||
2023
|
4,486
|
|
|
3,686
|
|
||
2024
|
3,668
|
|
|
2,585
|
|
||
Thereafter
|
21,220
|
|
|
24,215
|
|
||
Total minimum lease payments
|
$
|
49,257
|
|
|
$
|
50,512
|
|
Less: interest
|
14,354
|
|
|
22,015
|
|
||
Present value of lease liabilities
|
$
|
34,903
|
|
|
$
|
28,497
|
|
Year Ended
|
|
# Solar PV Projects Sold (actual #’s)
|
|
Sale Price
|
|
Deferred Gain Recorded
|
|
Deferred Loss Recorded
|
|
Financing Lease Asset/Liability Recorded
|
|
Initial Lease Term (years)
|
|
Minimum Lease Payment
|
|
Maximum Lease Payment
|
||||||||||||
Year-ended December 31, 2017
|
|
13
|
|
$
|
51,204
|
|
|
$
|
4,625
|
|
|
$
|
1,204
|
|
|
$
|
22,934
|
|
|
10-20
|
|
$
|
4
|
|
|
$
|
510
|
|
Year-ended December 31, 2018
|
|
2
|
|
$
|
5,145
|
|
|
$
|
574
|
|
|
$
|
—
|
|
|
$
|
2,625
|
|
|
20
|
|
$
|
3
|
|
|
$
|
144
|
|
|
December 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Financing lease assets, net
|
$
|
36,134
|
|
|
$
|
38,263
|
|
Deferred loss, short-term, net
|
115
|
|
|
115
|
|
||
Deferred loss, long-term, net
|
1,801
|
|
|
1,917
|
|
||
Total deferred loss
|
$
|
1,916
|
|
|
$
|
2,032
|
|
Financing lease liabilities, short-term
|
4,997
|
|
|
4,956
|
|
||
Financing lease liabilities, long-term
|
23,500
|
|
|
28,407
|
|
||
Total financing lease liabilities
|
$
|
28,497
|
|
|
$
|
33,363
|
|
Deferred gain, short-term, net
|
345
|
|
|
345
|
|
||
Deferred gain, long-term, net
|
5,463
|
|
|
5,808
|
|
||
Total deferred gain
|
$
|
5,808
|
|
|
$
|
6,153
|
|
|
Commencement Date
|
Maturity Date
|
Acceleration Clause(2)
|
Rate as of December 31,
|
Balance as of December 31,
|
|||||||
|
2019
|
2019
|
|
2018
|
||||||||
Senior secured credit facility, interest at varying rates monthly in arrears
|
June 2015
|
June 2024
|
NA
|
4.270
|
%
|
$
|
112,216
|
|
|
$
|
43,074
|
|
Variable rate term loan payable in semi-annual installments
|
January 2006
|
February 2021
|
Yes
|
4.158
|
%
|
625
|
|
|
936
|
|
||
Variable rate term loan payable in semi-annual installments
|
January 2006
|
June 2024
|
Yes
|
3.908
|
%
|
6,609
|
|
|
7,426
|
|
||
Term loan payable in quarterly installments
|
March 2011
|
March 2021
|
Yes
|
7.250
|
%
|
831
|
|
|
1,464
|
|
||
Term loan payable in monthly installments
|
October 2011
|
June 2028
|
NA
|
6.110
|
%
|
3,649
|
|
|
3,843
|
|
||
Variable rate term loan payable in quarterly installments
|
October 2012
|
June 2020
|
NA
|
5.408
|
%
|
28,217
|
|
|
30,674
|
|
||
Variable rate term loan payable in quarterly installments
|
September 2015
|
March 2023
|
NA
|
4.408
|
%
|
15,976
|
|
|
17,208
|
|
||
Term loan payable in quarterly installments
|
August 2016
|
June 2031
|
NA
|
4.950
|
%
|
3,769
|
|
|
3,925
|
|
||
Term loan payable in quarterly installments
|
March 2017
|
March 2028
|
NA
|
5.000
|
%
|
3,521
|
|
|
3,945
|
|
||
Term loan payable in monthly installments
|
April 2017
|
April 2027
|
NA
|
4.500
|
%
|
22,553
|
|
|
22,081
|
|
||
Term loan payable in quarterly installments
|
April 2017
|
February 2034
|
NA
|
5.610
|
%
|
2,706
|
|
|
2,735
|
|
||
Variable rate term loan payable in quarterly installments
|
June 2017
|
December 2027
|
NA
|
4.358
|
%
|
11,740
|
|
|
12,915
|
|
||
Variable rate term loan payable in quarterly installments
|
February 2018
|
August 2022
|
Yes
|
9.408
|
%
|
15,645
|
|
|
21,475
|
|
||
Term loan payable in quarterly installments
|
June 2018
|
December 2038
|
Yes
|
5.150
|
%
|
28,583
|
|
|
30,069
|
|
||
Variable rate term loan payable in semi-annual installments
|
June 2018
|
June 2033
|
Yes
|
3.958
|
%
|
9,003
|
|
|
9,668
|
|
||
Variable rate term loan payable in monthly/quarterly installments
|
October 2018
|
October 2029
|
Yes
|
4.600
|
%
|
9,092
|
|
|
9,072
|
|
||
Long term finance liability in semi-annual installments (3)
|
July 2019
|
July 2039
|
NA
|
0.280
|
%
|
3,841
|
|
|
—
|
|
||
Long term finance liability in semi-annual installments (3)
|
November 2019
|
November 2039
|
NA
|
—
|
%
|
8,794
|
|
|
—
|
|
||
Term loan payable in quarterly installments
|
December 2019
|
December 2021
|
Yes
|
6.500
|
%
|
27,226
|
|
|
—
|
|
||
Financing leases(1)
|
|
|
|
|
28,497
|
|
|
33,363
|
|
|||
|
|
|
|
|
343,093
|
|
|
253,873
|
|
|||
Less - current maturities
|
|
|
|
|
|
69,969
|
|
|
26,890
|
|
||
Less - deferred financing fees
|
|
|
|
|
|
6,943
|
|
|
7,821
|
|
||
Long-term debt
|
|
|
|
|
|
$
|
266,181
|
|
|
$
|
219,162
|
|
2020
|
$
|
69,969
|
|
2021
|
36,930
|
|
|
2022
|
29,940
|
|
|
2023
|
32,719
|
|
|
2024
|
105,732
|
|
|
Thereafter
|
70,458
|
|
|
Debt Discount
|
(2,655
|
)
|
|
|
$
|
343,093
|
|
|
•
|
|
a ratio of total funded debt to EBITDA, as defined, of less than 3.25 to 1.0 as of the end of each fiscal quarter ending June 28, 2024 and thereafter; and
|
|
•
|
|
a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
34,700
|
|
|
$
|
46,542
|
|
|
$
|
29,792
|
|
Foreign
|
1,853
|
|
|
(4,152
|
)
|
|
(1,075
|
)
|
|||
Income before (benefit) provision for income taxes
|
$
|
36,553
|
|
|
$
|
42,390
|
|
|
$
|
28,717
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Compensation accruals
|
$
|
1,745
|
|
|
$
|
3,489
|
|
Reserves
|
2,739
|
|
|
2,940
|
|
||
Other
|
9,398
|
|
|
127
|
|
||
Net operating losses
|
14,355
|
|
|
10,010
|
|
||
Interest rate swaps
|
1,604
|
|
|
666
|
|
||
Energy efficiency
|
35,939
|
|
|
28,911
|
|
||
Interest limitation
|
5,148
|
|
|
3,292
|
|
||
Deferred revenue
|
1,635
|
|
|
1,943
|
|
||
Gross deferred income tax assets
|
72,563
|
|
|
51,378
|
|
||
Valuation allowance
|
(8,583
|
)
|
|
(7,931
|
)
|
||
Total deferred income tax assets
|
$
|
63,980
|
|
|
$
|
43,447
|
|
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
(51,579
|
)
|
|
$
|
(37,107
|
)
|
Deferred effect of derivative liability and ASU 2016-09 adoption
|
(328
|
)
|
|
(475
|
)
|
||
Canadian capital cost, allowance and amortization
|
(2,919
|
)
|
|
(1,974
|
)
|
||
United Kingdom goodwill amortization
|
(781
|
)
|
|
(755
|
)
|
||
Outside basis difference
|
(8,488
|
)
|
|
(7,488
|
)
|
||
Total deferred income tax liabilities
|
(64,095
|
)
|
|
(47,799
|
)
|
||
Deferred income tax liabilities, net
|
$
|
(115
|
)
|
|
$
|
(4,352
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income before (benefit) provision for income taxes
|
$
|
36,553
|
|
|
$
|
42,390
|
|
|
$
|
28,717
|
|
Federal statutory tax expense
|
$
|
7,676
|
|
|
$
|
8,902
|
|
|
$
|
10,048
|
|
State income taxes, net of federal benefit
|
2,140
|
|
|
3,071
|
|
|
1,584
|
|
|||
Net state impact of deferred rate change
|
(53
|
)
|
|
174
|
|
|
327
|
|
|||
Non deductible expenses
|
150
|
|
|
982
|
|
|
1,473
|
|
|||
Impact of reserve for uncertain tax positions
|
(925
|
)
|
|
879
|
|
|
42
|
|
|||
Stock-based compensation expense
|
(169
|
)
|
|
(441
|
)
|
|
116
|
|
|||
Energy efficiency preferences
|
(12,699
|
)
|
|
(8,636
|
)
|
|
(6,416
|
)
|
|||
Foreign items and rate differential
|
56
|
|
|
(41
|
)
|
|
139
|
|
|||
Redeemable non-controlling interests
|
1,101
|
|
|
70
|
|
|
1,579
|
|
|||
Tax rate change
|
—
|
|
|
—
|
|
|
(13,948
|
)
|
|||
Valuation allowance
|
205
|
|
|
641
|
|
|
424
|
|
|||
Miscellaneous
|
(1,230
|
)
|
|
(788
|
)
|
|
(159
|
)
|
|||
|
$
|
(3,748
|
)
|
|
$
|
4,813
|
|
|
$
|
(4,791
|
)
|
Effective tax rate:
|
|
|
|
|
|
|
|
||||
Federal statutory rate expense
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
|||
State income taxes, net of federal benefit
|
5.9
|
%
|
|
7.2
|
%
|
|
5.5
|
%
|
|||
Net state impact of deferred rate change
|
(0.1
|
)%
|
|
0.4
|
%
|
|
1.1
|
%
|
|||
Non deductible expenses
|
0.4
|
%
|
|
2.3
|
%
|
|
5.1
|
%
|
|||
Impact of reserve for uncertain tax positions
|
(2.5
|
)%
|
|
2.1
|
%
|
|
0.1
|
%
|
|||
Stock-based compensation expense
|
(0.5
|
)%
|
|
(1.0
|
)%
|
|
0.4
|
%
|
|||
Energy efficiency preferences
|
(34.7
|
)%
|
|
(20.4
|
)%
|
|
(22.3
|
)%
|
|||
Foreign items and rate differential
|
0.2
|
%
|
|
(0.1
|
)%
|
|
0.5
|
%
|
|||
Redeemable non-controlling interests
|
3.0
|
%
|
|
0.2
|
%
|
|
5.5
|
%
|
|||
Tax rate change
|
—
|
%
|
|
—
|
%
|
|
(48.6
|
)%
|
|||
Valuation allowance
|
0.6
|
%
|
|
1.5
|
%
|
|
1.5
|
%
|
|||
Miscellaneous
|
(3.6
|
)%
|
|
(1.8
|
)%
|
|
(0.5
|
)%
|
|||
|
(10.3
|
)%
|
|
11.4
|
%
|
|
(16.7
|
)%
|
|
Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Balance, beginning of year
|
$
|
1,600
|
|
|
$
|
600
|
|
Additions for current year tax positions
|
—
|
|
|
300
|
|
||
Additions for prior year tax positions
|
—
|
|
|
900
|
|
||
Settlements paid to tax authorities
|
—
|
|
|
—
|
|
||
Reductions of prior year tax positions
|
(1,200
|
)
|
|
(200
|
)
|
||
Balance, end of year
|
$
|
400
|
|
|
$
|
1,600
|
|
|
2019(1)
|
2018(1)
|
||||
Cash
|
$
|
4,666
|
|
$
|
1,255
|
|
Restricted cash
|
586
|
|
156
|
|
||
Accounts receivable
|
532
|
|
374
|
|
||
Costs and estimated earnings in excess of billings
|
1,125
|
|
498
|
|
||
Prepaid expenses and other current assets
|
108
|
|
190
|
|
||
Property and equipment, net
|
1,266
|
|
—
|
|
||
Energy assets, net
|
142,456
|
|
122,641
|
|
||
Operating lease asset
|
6,511
|
|
—
|
|
||
Other assets
|
1,662
|
|
1,613
|
|
||
Accounts payable
|
2,006
|
|
234
|
|
||
Accrued liabilities
|
2,203
|
|
4,146
|
|
||
Current lease liabilities
|
102
|
|
—
|
|
||
Current portions of long-term
|
2,252
|
|
1,712
|
|
||
Long-term debt, net of deferred financing costs
|
24,654
|
|
26,461
|
|
||
Long-term lease liabilities
|
6,180
|
|
—
|
|
||
Other long-term liabilities
|
1,171
|
|
2,131
|
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at December 31, 2016
|
3,971
|
|
|
7.300
|
|
|
|
|
|
|||
Granted(1)
|
390
|
|
|
6.061
|
|
|
|
|
|
|||
Exercised
|
(401
|
)
|
|
4.935
|
|
|
|
|
|
|||
Forfeited
|
(41
|
)
|
|
6.421
|
|
|
|
|
|
|||
Expired
|
(85
|
)
|
|
10.157
|
|
|
|
|
|
|||
Outstanding at December 31, 2017
|
3,834
|
|
|
7.367
|
|
|
|
|
|
|||
Granted(1)
|
518
|
|
|
10.878
|
|
|
|
|
|
|||
Exercised
|
(909
|
)
|
|
7.367
|
|
|
|
|
|
|||
Forfeited
|
(87
|
)
|
|
4.726
|
|
|
|
|
|
|||
Expired
|
(51
|
)
|
|
9.146
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
3,305
|
|
|
8.050
|
|
|
|
|
|
|
||
Granted(1)
|
1,330
|
|
|
14.026
|
|
|
|
|
|
|||
Exercised
|
(916
|
)
|
|
7.362
|
|
|
|
|
|
|||
Forfeited
|
(210
|
)
|
|
8.070
|
|
|
|
|
|
|||
Expired
|
(4
|
)
|
|
9.904
|
|
|
|
|
|
|||
Outstanding at December 31, 2019
|
3,505
|
|
|
$
|
10.524
|
|
|
6.60
|
|
$
|
24,455
|
|
Options exercisable at December 31, 2019
|
1,528
|
|
|
$
|
8.757
|
|
|
4.01
|
|
$
|
13,356
|
|
Expected to vest at December 31, 2019
|
1,977
|
|
|
$
|
11.889
|
|
|
8.76
|
|
$
|
11,098
|
|
|
Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|
2017
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Risk-free interest rate
|
1.60%-2.39%
|
|
2.71%-3.00%
|
|
1.96%-2.36%
|
Expected volatility
|
43%-44%
|
|
43%-45%
|
|
46%
|
Expected life
|
6.5 years
|
|
6.5 years
|
|
6.5 years
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-lived assets:
|
|
|
|
|
|
||
United States
|
$
|
564,047
|
|
|
$
|
443,385
|
|
Canada
|
24,684
|
|
|
22,107
|
|
||
Other
|
834
|
|
|
1,445
|
|
||
Total long-lived assets
|
$
|
589,565
|
|
|
$
|
466,937
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Gain on derivatives
|
$
|
(1,068
|
)
|
|
$
|
(121
|
)
|
|
$
|
(271
|
)
|
Interest expense, net of interest income
|
13,841
|
|
|
13,132
|
|
|
8,086
|
|
|||
Amortization of deferred financing fees, net
|
2,229
|
|
|
1,894
|
|
|
1,350
|
|
|||
Foreign currency transaction (gain) loss
|
59
|
|
|
1,804
|
|
|
(1,294
|
)
|
|||
Other expenses, net
|
$
|
15,061
|
|
|
$
|
16,709
|
|
|
$
|
7,871
|
|
|
|
|
Fair Value as of December 31,
|
||||||
|
Level
|
|
2019
|
|
2018
|
||||
Assets:
|
|
|
|
|
|
||||
Interest rate swap instruments
|
2
|
|
$
|
15
|
|
|
$
|
733
|
|
Commodity swap instruments
|
2
|
|
198
|
|
|
33
|
|
||
Total assets
|
|
|
$
|
213
|
|
|
$
|
766
|
|
Liabilities:
|
|
|
|
|
|
|
|
||
Interest rate swap instruments
|
2
|
|
$
|
6,236
|
|
|
3,187
|
|
|
Commodity swap instruments
|
2
|
|
—
|
|
|
70
|
|
||
Interest make-whole provisions
|
2
|
|
918
|
|
|
1,808
|
|
||
Contingent consideration liabilities
|
3
|
|
678
|
|
|
599
|
|
||
Total liabilities
|
|
|
$
|
7,832
|
|
|
$
|
5,664
|
|
|
Year Ended
|
|||||
|
December 31, 2019
|
December 31, 2018
|
||||
Contingent consideration liabilities balance at the beginning of year
|
$
|
599
|
|
$
|
—
|
|
Contingent consideration issued in connection with acquisitions
|
—
|
|
555
|
|
||
Loss on change in fair value
|
79
|
|
44
|
|
||
Contingent consideration liabilities balance at the end of year
|
$
|
678
|
|
$
|
599
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Long-term debt value (Level 2)
|
$
|
309,377
|
|
|
$
|
307,508
|
|
|
$
|
211,823
|
|
|
$
|
212,687
|
|
|
Derivatives as of December 31,
|
||||||||||
|
2019
|
|
2018
|
||||||||
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
||
Interest rate swap contracts
|
Other assets
|
|
$
|
15
|
|
|
Other assets
|
|
$
|
703
|
|
Interest rate swap contracts
|
Other liabilities
|
|
$
|
6,210
|
|
|
Other liabilities
|
|
$
|
3,187
|
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swap contracts
|
Other assets
|
|
$
|
—
|
|
|
Other assets
|
|
$
|
30
|
|
Commodity swap contracts
|
Other assets
|
|
$
|
198
|
|
|
Other assets
|
|
$
|
33
|
|
Interest rate swap contracts
|
Other liabilities
|
|
$
|
26
|
|
|
Other liabilities
|
|
$
|
—
|
|
Commodity swap contracts
|
Other liabilities
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
70
|
|
Interest make-whole provisions
|
Other liabilities
|
|
$
|
918
|
|
|
Other liabilities
|
|
$
|
1,808
|
|
|
Location of (Gain) Loss Recognized in Net Income
|
|
Amount of (Gain) Loss Recognized in Net Income for the Year Ended December 31,
|
||||||||||
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Derivatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
71
|
|
|
$
|
(196
|
)
|
|
$
|
(271
|
)
|
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
||||||
Interest rate swap contracts
|
Other expenses, net
|
|
$
|
56
|
|
|
$
|
(308
|
)
|
|
$
|
—
|
|
Commodity swap contracts
|
Other expenses, net
|
|
$
|
(234
|
)
|
|
$
|
36
|
|
|
$
|
—
|
|
Interest make-whole provisions
|
Other expenses, net
|
|
$
|
(890
|
)
|
|
$
|
337
|
|
|
$
|
—
|
|
|
Year Ended
|
||
|
December 31, 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
|
(2,630
|
)
|
|
Gain reclassified from AOCI to other expenses, net
|
(71
|
)
|
|
Accumulated loss in AOCI at the end of the period
|
$
|
(4,742
|
)
|
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, 5.24% 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
|
$
|
918
|
|
|
U.S. Regions
|
|
U.S. Federal
|
|
Canada
|
|
Non-Solar DG
|
|
All Other
|
|
Total Consolidated
|
||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
$
|
365,060
|
|
|
$
|
287,426
|
|
|
$
|
37,910
|
|
|
$
|
84,683
|
|
|
$
|
91,854
|
|
|
$
|
866,933
|
|
Interest income
|
166
|
|
|
208
|
|
|
—
|
|
|
82
|
|
|
68
|
|
|
524
|
|
||||||
Interest expense
|
5,858
|
|
|
831
|
|
|
691
|
|
|
5,242
|
|
|
—
|
|
|
12,622
|
|
||||||
Depreciation and intangible asset amortization
|
9,934
|
|
|
3,427
|
|
|
1,386
|
|
|
21,359
|
|
|
1,603
|
|
|
37,709
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,156
|
)
|
||||||
Income before taxes, excluding unallocated corporate activity
|
15,925
|
|
|
40,553
|
|
|
1,771
|
|
|
3,813
|
|
|
8,647
|
|
|
70,709
|
|
||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
334,344
|
|
|
246,309
|
|
|
38,982
|
|
|
82,655
|
|
|
84,848
|
|
|
787,138
|
|
||||||
Interest income
|
9
|
|
|
126
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
282
|
|
||||||
Interest expense
|
6,188
|
|
|
1,045
|
|
|
1,917
|
|
|
6,172
|
|
|
22
|
|
|
15,344
|
|
||||||
Depreciation and intangible asset amortization
|
5,578
|
|
|
2,772
|
|
|
1,155
|
|
|
18,101
|
|
|
1,542
|
|
|
29,148
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,415
|
)
|
||||||
Income (loss) before taxes, excluding unallocated corporate activity
|
20,543
|
|
|
36,332
|
|
|
(2,746
|
)
|
|
13,412
|
|
|
5,264
|
|
|
72,805
|
|
||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenues
|
290,196
|
|
|
229,146
|
|
|
43,803
|
|
|
79,220
|
|
|
74,787
|
|
|
717,152
|
|
||||||
Interest income
|
2
|
|
|
44
|
|
|
1
|
|
|
83
|
|
|
—
|
|
|
130
|
|
||||||
Interest expense
|
2,672
|
|
|
1,056
|
|
|
1,927
|
|
|
3,389
|
|
|
38
|
|
|
9,082
|
|
||||||
Depreciation and intangible asset amortization
|
2,974
|
|
|
2,623
|
|
|
1,178
|
|
|
15,259
|
|
|
1,881
|
|
|
23,915
|
|
||||||
Unallocated corporate activity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,195
|
)
|
||||||
Income before taxes, excluding unallocated corporate activity
|
13,865
|
|
|
29,261
|
|
|
1,751
|
|
|
8,115
|
|
|
2,920
|
|
|
55,912
|
|
|
Three Months Ended,
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
150,112
|
|
|
$
|
198,183
|
|
|
$
|
212,026
|
|
|
$
|
306,612
|
|
Gross profit
|
$
|
32,632
|
|
|
$
|
43,139
|
|
|
$
|
44,693
|
|
|
$
|
47,654
|
|
Net income attributable to common shareholders
|
$
|
4,147
|
|
|
$
|
9,216
|
|
|
$
|
8,870
|
|
|
$
|
22,203
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.09
|
|
|
$
|
0.20
|
|
|
$
|
0.19
|
|
|
$
|
0.47
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
0.19
|
|
|
$
|
0.19
|
|
|
$
|
0.46
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
46,293
|
|
|
46,387
|
|
|
46,555
|
|
|
47,101
|
|
||||
Diluted
|
47,654
|
|
|
47,681
|
|
|
47,693
|
|
|
48,061
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
||||||||||||||
Revenues
|
$
|
167,410
|
|
|
$
|
196,982
|
|
|
$
|
205,375
|
|
|
$
|
217,371
|
|
Gross profit
|
$
|
35,473
|
|
|
$
|
42,776
|
|
|
$
|
46,162
|
|
|
$
|
49,201
|
|
Net income attributable to common shareholders
|
$
|
6,988
|
|
|
$
|
8,702
|
|
|
$
|
10,701
|
|
|
$
|
11,593
|
|
Net income per share attributable to common shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.25
|
|
Diluted
|
$
|
0.15
|
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
45,373
|
|
|
45,470
|
|
|
45,854
|
|
|
46,114
|
|
||||
Diluted
|
45,994
|
|
|
46,406
|
|
|
46,944
|
|
|
47,327
|
|
||||
|
|
|
|
|
|
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
(1)
|
Consists of our 2000 stock incentive plan and our 2010 stock incentive plan and our 2017 employee stock purchase plan.
|
(2)
|
Consists of 5,717,228 shares of our class A common stock remaining available for future issuance are under our 2010 stock incentive plan and 99,655 shares of our class A common stock remaining available for future issuance under our 2017 employee stock purchase plan, including shares subject to purchase during the current purchase period. In addition to being available for future issuance upon exercise of options that may be granted after December 31, 2019, shares under our 2010 stock incentive plan may instead be issued in the form of stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.
|
|
AMERESCO, INC.
|
|
Date: March 4, 2020
|
By:
|
/s/ George P. Sakellaris
|
|
|
George P. Sakellaris
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
/s/ George P. Sakellaris
|
|
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
|
|
March 4, 2019
|
George P. Sakellaris
|
|
|
|
|
/s/ Spencer Doran Hole
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
March 4, 2019
|
Spencer Doran Hole
|
|
|
|
|
/s/ Mark Chiplock
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
March 4, 2019
|
Mark Chiplock
|
|
|
|
|
/s/ David J. Anderson
|
|
Director
|
|
March 4, 2019
|
David J. Anderson
|
|
|
|
|
/s/ David J. Corrsin
|
|
Director
|
|
March 4, 2019
|
David J. Corrsin
|
|
|
|
|
/s/ Douglas I. Foy
|
|
Director
|
|
March 4, 2019
|
Douglas I. Foy
|
|
|
|
|
/s/ Thomas S. Murley
|
|
Director
|
|
March 4, 2019
|
Thomas S. Murley
|
|
|
|
|
/s/ Nickolas Stavropoulos
|
|
Director
|
|
March 4, 2019
|
Nickolas Stavropoulos
|
|
|
|
|
/s/ Jennifer L. Miller
|
|
Director
|
|
March 4, 2019
|
Jennifer L. Miller
|
|
|
|
|
/s/ Joseph W. Sutton
|
|
Director
|
|
March 4, 2019
|
Joseph W. Sutton
|
|
|
|
|
/s/ Frank V. Wisneski
|
|
Director
|
|
March 4, 2019
|
Frank V. Wisneski
|
|
|
|
|
Exhibit
Number
|
Description
|
3.1
|
|
3.2
|
|
4.1
|
|
4.16*
|
|
10.1.1
|
|
10.2.1+
|
|
10.2.2+
|
|
10.2.3+
|
|
10.3.1+
|
|
10.3.2+
|
|
10.3.3+
|
|
10.4.1+
|
|
10.4.2+
|
|
10.5.1+
|
Exhibit
Number
|
Description
|
10.6.1+
|
|
10.7+
|
|
21.1*
|
|
23.1*
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
101
|
The following consolidated financial statements from Ameresco, Inc.’s Annual Report on Form 10-K for the year ended December 31, 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 Consolidated Financial Statements.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
+
|
Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.
|
++
|
Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
1277591 ONTARIO Inc.
|
Corporation
|
Canada
|
2598837 ONTARIO Inc.
|
Corporation
|
Canada
|
Aegean Drive Solar LLC
|
Limited Liability Company
|
Delaware
|
Ameresco 202 South Blair Solar Inc.
|
Corporation
|
Canada
|
Ameresco & Elemental Options Inc.
|
Corporation
|
Canada
|
Ameresco Canada Inc.
|
Corporation
|
Canada
|
Ameresco CEPEO Solar Inc.
|
Corporation
|
Canada
|
Ameresco Colchester 1 Inc.
|
Corporation
|
Canada
|
Ameresco Consulting Inc.
|
Corporation
|
Canada
|
Ameresco Dufferin Solar Inc.
|
Corporation
|
Canada
|
Ameresco Enertech, Inc.
|
Corporation
|
KY
|
Ameresco Federal Solutions, Inc.
|
Corporation
|
TN
|
Ameresco Finance Solar Inc.
|
Corporation
|
Canada
|
Ameresco Finance Solar II Inc.
|
Corporation
|
Canada
|
Ameresco GEDSB Solar Inc.
|
Corporation
|
Canada
|
Ameresco Geothermal Inc.
|
Corporation
|
Canada
|
Ameresco HPEDSB Solar Inc.
|
Corporation
|
Canada
|
Ameresco Langstaff Solar Inc.
|
Corporation
|
Canada
|
Ameresco LFG - I, Inc. d/b/a Ameresco Goshen
|
Corporation
|
DE
|
Ameresco LDCSB Solar Inc.
|
Corporation
|
Canada
|
Ameresco Myles Solar Inc.
|
Corporation
|
Canada
|
Ameresco Niagara Solar Inc.
|
Corporation
|
Canada
|
Ameresco Planergy Housing, Inc.
|
Corporation
|
DE
|
Ameresco Puerto Rico, Inc.
|
Corporation
|
Commonwealth of Puerto Rico
|
Ameresco Quantum, Inc.
|
Corporation
|
WA
|
Ameresco Quebec Inc.
|
Corporation
|
Quebec
|
Ameresco Energy Hellas S.A.
|
Corporation
|
Greece
|
Ameresco Select, Inc.
|
Corporation
|
MA
|
Ameresco Servicios Energeticos S.L.
|
Corporation
|
Spain
|
AmerescoSolutions, Inc.
|
Corporation
|
NC
|
Ameresco Southwest, Inc.
|
Corporation
|
AZ
|
Ameresco UW Solar Inc.
|
Corporation
|
Canada
|
Ameresco Wind Power Canada Inc.
|
Corporation
|
Canada
|
Applied Energy Group, Inc.
|
Corporation
|
DE
|
Byrne (Sudbury) Engineering Inc.
|
Corporation
|
Canada
|
COV Smart City LP
|
General Partnership
|
Canada
|
EI Fund One, Inc.
|
Corporation
|
MA
|
Energy Investment, Inc.
|
Corporation
|
MA
|
HEC/Tobyhanna Energy Project, Inc.
|
Corporation
|
MA
|
Sierra Energy Company
|
Corporation
|
NV
|
Ameresco/Pacific Energy JV
|
General Partnership
|
HI
|
1519 Crandall Road LLC
|
Limited Liability Company
|
DE
|
1724 64th Avenue Solar LLC
|
Limited Liability Company
|
DE
|
399 Revolution Drive Solar LLC
|
Limited Liability Company
|
DE
|
3901 Suitland Road Solar LLC
|
Limited Liability Company
|
DE
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
515 Main Saugus LLC
|
Limited Liability Company
|
DE
|
5700 Canada Street Solar LLC
|
Limited Liability Company
|
DE
|
5715 Livingston Road Solar LLC
|
Limited Liability Company
|
DE
|
Ameresco AD Holdings LLC
|
Limited Liability Company
|
DE
|
Ameresco Alternate Fuels LLC
|
Limited Liability Company
|
DE
|
Ameresco Aneval LLC
|
Limited Liability Company
|
DE
|
Ameresco ARS LLC
|
Limited Liability Company
|
DE
|
Ameresco Asset Holdings IV LLC
|
Limited Liability Company
|
DE
|
Ameresco Asset Sustainability Group LLC
|
Limited Liability Company
|
DE
|
Ameresco Butte County LLC
|
Limited Liability Company
|
DE
|
Ameresco Candlewood HoldCo LLC
|
Limited Liability Company
|
DE
|
Ameresco Chicopee Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco Chiquita Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco Construction Holdings LLC
|
Limited Liability Company
|
DE
|
Ameresco CT LLC
|
Limited Liability Company
|
DE
|
Ameresco Dallas LLC
|
Limited Liability Company
|
DE
|
Ameresco Delaware Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco DR LLC
|
Limited Liability Company
|
DE
|
Ameresco Evansville LLC
|
Limited Liability Company
|
DE
|
Ameresco Forward LLC
|
Limited Liability Company
|
DE
|
Ameresco Forward RNG LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding I, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding II, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding III, LLC
|
Limited Liability Company
|
DE
|
Ameresco Funding IV, LLC
|
Limited Liability Company
|
DE
|
Ameresco Georgia LLC
|
Limited Liability Company
|
DE
|
Ameresco Greenridge LLC
|
Limited Liability Company
|
DE
|
Ameresco Half Moon Bay LLC
|
Limited Liability Company
|
DE
|
Ameresco Hawaii LLC
|
Limited Liability Company
|
DE
|
Ameresco Huntington Beach, L.L.C.
|
Limited Liability Company
|
DE
|
Ameresco Intelligent Systems, LLC
|
Limited Liability Company
|
DE
|
Ameresco Janesville LLC
|
Limited Liability Company
|
DE
|
Ameresco Jefferson City LLC
|
Limited Liability Company
|
DE
|
Ameresco Johnson Canyon LLC
|
Limited Liability Company
|
DE
|
Ameresco Keller Canyon LLC
|
Limited Liability Company
|
DE
|
Ameresco Keller Canyon RNG LLC
|
Limited Liability Company
|
DE
|
Ameresco Lake Havasu LLC
|
Limited Liability Company
|
DE
|
Ameresco LFG Holdings II LLC
|
Limited Liability Company
|
DE
|
Ameresco LFG Holdings III LLC
|
Limited Liability Company
|
DE
|
Ameresco LFG Holdings LLC
|
Limited Liability Company
|
DE
|
Ameresco McCarty Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco MT Wind, LLC
|
Limited Liability Company
|
DE
|
Ameresco Mt. Olive LLC
|
Limited Liability Company
|
DE
|
Ameresco Navy Yard Peaker LLC
|
Limited Liability Company
|
DE
|
Ameresco Northampton LLC
|
Limited Liability Company
|
DE
|
Ameresco Orbit Clinton LLC
|
Limited Liability Company
|
DE
|
Ameresco Orbit DesMoinesWA LLC
|
Limited Liability Company
|
DE
|
Ameresco Orbit Wadesboro LLC
|
Limited Liability Company
|
DE
|
Ameresco Palmetto LLC
|
Limited Liability Company
|
DE
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
Ameresco Pine Bluff LLC
|
Limited Liability Company
|
DE
|
Ameresco Potter Road LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings II LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings III LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings IV LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings V LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings VI LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings VII LLC
|
Limited Liability Company
|
DE
|
Ameresco PV Holdings VIII LLC
|
Limited Liability Company
|
DE
|
Ameresco Ranchland LLC
|
Limited Liability Company
|
DE
|
Ameresco RNG Holdings I LLC
|
Limited Liability Company
|
DE
|
Ameresco Renewable LLC
|
Limited Liability Company
|
DE
|
Ameresco Renewable Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco San Antonio LLC
|
Limited Liability Company
|
DE
|
Ameresco San Joaquin LLC
|
Limited Liability Company
|
DE
|
Ameresco San Joaquin Solar LLC
|
Limited Liability Company
|
DE
|
Ameresco Santa Clara LLC
|
Limited Liability Company
|
DE
|
Ameresco Santa Cruz Energy LLC
|
Limited Liability Company
|
DE
|
Ameresco Skunk Creek LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar - Products LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar - Solutions LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar - Technologies LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Bridgewater LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Canton LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Englewood LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Fall River LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Holdings I LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Holdings II LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Land Holdings LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Logan LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Lowell LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Milton LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Natick LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Natick II LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar New York LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Newburyport LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Power 1 LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Waltham LLC
|
Limited Liability Company
|
DE
|
Ameresco Solar Worcester LLC
|
Limited Liability Company
|
DE
|
Ameresco Stafford LLC
|
Limited Liability Company
|
DE
|
Ameresco Vasco Road LLC
|
Limited Liability Company
|
DE
|
Ameresco Wind New York LLC
|
Limited Liability Company
|
DE
|
Ameresco Woodland Meadows LLC
|
Limited Liability Company
|
DE
|
Ameresco Woodland Meadows Romulus LLC
|
Limited Liability Company
|
DE
|
AMRC Blackstone Holdings LLC
|
Limited Liability Company
|
DE
|
AMRC CS Holdings LLC
|
Limited Liability Company
|
DE
|
AMRC Frederick Holdings LLC
|
Limited Liability Company
|
DE
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
AMRC Millis Holdings LLC
|
Limited Liability Company
|
DE
|
Arlington Municipal Solar PV Projects 2015 LLC
|
Limited Liability Company
|
DE
|
Ashland High School Solar LLC
|
Limited Liability Company
|
DE
|
Ashland Howe St. Solar LLC
|
Limited Liability Company
|
DE
|
Ashland Middle School Solar LLC
|
Limited Liability Company
|
DE
|
Athol Leicester Solar LLC
|
Limited Liability Company
|
DE
|
Belvidere Landfill Solar 1 LLC
|
Limited Liability Company
|
IL
|
Belvidere Landfill Solar 2 East LLC
|
Limited Liability Company
|
IL
|
Belvidere Landfill Solar 2 West LLC
|
Limited Liability Company
|
IL
|
Brickyard Road Solar LLC
|
Limited Liability Company
|
DE
|
BWC Gibbs Brook, LLC
|
Limited Liability Company
|
DE
|
BWC Harlow Brook, LLC
|
Limited Liability Company
|
DE
|
BWC Mystic River, LLC
|
Limited Liability Company
|
DE
|
BWC Origination 8, LLC
|
Limited Liability Company
|
DE
|
BWC Origination 18, LLC
|
Limited Liability Company
|
DE
|
BWC Origination 19, LLC
|
Limited Liability Company
|
DE
|
BWC Pocasset River, LLC
|
Limited Liability Company
|
DE
|
BWC Wading River, LLC
|
Limited Liability Company
|
DE
|
BWC Wareham Assemblage, LLC
|
Limited Liability Company
|
DE
|
BWC Wareham River, LLC
|
Limited Liability Company
|
DE
|
Braintree Schools Solar PV 2015 LLC
|
Limited Liability Company
|
DE
|
Candlewood Clean Power LLC
|
Limited Liability Company
|
DE
|
Candlewood Solar LLC
|
Limited Liability Company
|
DE
|
Chebacco Road Solar LLC
|
Limited Liability Company
|
DE
|
Chicago Solar Alliance LLC
|
Limited Liability Company
|
DE
|
Coles Neck Solar LLC
|
Limited Liability Company
|
DE
|
Church Street Solar LLC
|
Limited Liability Company
|
DE
|
Danville Foundry Holdings, LLC
|
Limited Liability Company
|
DE
|
DePue Holdings, LLC
|
Limited Liability Company
|
DE
|
Downing Parkway Solar LLC
|
Limited Liability Company
|
DE
|
East Granby Solar LLC
|
Limited Liability Company
|
DE
|
Easton Schools Solar LLC
|
Limited Liability Company
|
DE
|
Elm Grove Solar LLC
|
Limited Liability Company
|
DE
|
Energy Solutions & Security, LLC
|
Limited Liability Company
|
DE
|
e.three Custom Energy Solutions, LLC
|
Limited Liability Company
|
NV
|
Fall River Solar Phase 2 LLC
|
Limited Liability Company
|
DE
|
Freeport Solar South, LLC
|
Limited Liability Company
|
IL
|
French King Solar LLC
|
Limited Liability Company
|
DE
|
Glendale Road Solar PV LLC
|
Limited Liability Company
|
DE
|
Gloversville Community Solar LLC
|
Limited Liability Company
|
DE
|
Gray Road Solar Energy LLC
|
Limited Liability Company
|
DE
|
Green Wave LLC
|
Limited Liability Company
|
DE
|
Groton Landfill Solar LLC
|
Limited Liability Company
|
DE
|
Grove Street Solar LLC
|
Limited Liability Company
|
DE
|
Hampden Landfill Solar LLC
|
Limited Liability Company
|
DE
|
Hanson Solar LLC
|
Limited Liability Company
|
DE
|
HEC/CJTS Energy Center LLC
|
Limited Liability Company
|
DE
|
Highland Street Natick Solar LLC
|
Limited Liability Company
|
DE
|
Hixbridge Solar LLC
|
Limited Liability Company
|
DE
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
Hui O Aina, LLC
|
Limited Liability Company
|
HI
|
Illiopolis Solar North LLC
|
Limited Liability Company
|
IL
|
Illiopolis Solar South LLC
|
Limited Liability Company
|
Il
|
Indian Road Solar LLC
|
Limited Liability Company
|
DE
|
Ivory Street Solar LLC
|
Limited Liability Company
|
DE
|
KP California Solar Facility 1 LLC
|
Limited Liability Company
|
DE
|
KP California Solar Facility 2 LLC
|
Limited Liability Company
|
DE
|
KP Dublin Solar LLC
|
Limited Liability Company
|
DE
|
KP Irwindale Solar LLC
|
Limited Liability Company
|
DE
|
KP Market Solar LLC
|
Limited Liability Company
|
DE
|
KP Murrietta Solar LLC
|
Limited Liability Company
|
DE
|
KP Napa Data Solar LLC
|
Limited Liability Company
|
DE
|
KP Petaluma Solar LLC
|
Limited Liability Company
|
DE
|
KP Pleasanton Tech Solar LLC
|
Limited Liability Company
|
DE
|
KP Riverside Solar LLC
|
Limited Liability Company
|
DE
|
KP San Jose FHC Solar LLC
|
Limited Liability Company
|
DE
|
KP San Jose Medical Solar LLC
|
Limited Liability Company
|
DE
|
KP Temecula Solar LLC
|
Limited Liability Company
|
DE
|
KP Vacaville Solar LLC
|
Limited Liability Company
|
DE
|
Lenox Willow Creek Solar LLC
|
Limited Liability Company
|
DE
|
Lakeview Solar Farm Inc
|
Corporation
|
Canada
|
Lexington Municipal Solar LLC
|
Limited Liability Company
|
DE
|
MA Solar Highway LLC
|
Limited Liability Company
|
DE
|
MA Solar Highway Phase 1B LLC
|
Limited Liability Company
|
DE
|
MA Solar Highway Phase 2 LLC
|
Limited Liability Company
|
DE
|
Manville Hill Road Solar LLC
|
Limited Liability Company
|
DE
|
Marbury Point Solar LLC
|
Limited Liability Company
|
DE
|
Mariposa Solar Farm Inc
|
Corporation
|
Canada
|
McLean Landfill Solar LLC
|
Limited Liability Company
|
IL
|
Memorial Field Football Field Solar LLC
|
Limited Liability Company
|
DE
|
Mill Glen Solar LLC
|
Limited Liability Company
|
DE
|
Millbury MA 1, LLC
|
Limited Liability Company
|
DE
|
Millis MA 1, LLC
|
Limited Liability Company
|
CO
|
MN CSG 10 LLC
|
Limited Liability Company
|
DE
|
Mount Olive Community Development Fund LLC
|
Limited Liability Company
|
DE
|
Montevue Lane Solar LLC
|
Limited Liability Company
|
DE
|
Optimum Operations LLC
|
Limited Liability Company
|
DE
|
Natick High School Solar LLC
|
Limited Liability Company
|
DE
|
Natick Senior Center Solar LLC
|
Limited Liability Company
|
DE
|
Newton Municipal Solar LLC
|
Limited Liability Company
|
DE
|
Newton Municipal Solar III LLC
|
Limited Liability Company
|
DE
|
Ninety-First Avenue Renewable Biogas LLC
|
Limited Liability Company
|
DE
|
North Kingston Solar LLC dba Hamilton Allenton Solar LLC
|
Limited Liability Company
|
DE
|
North Parish Road Solar PV LLC
|
Limited Liability Company
|
DE
|
Otter River Road Solar LLC
|
Limited Liability Company
|
DE
|
Owego Solar LLC
|
Limited Liability Company
|
DE
|
Peak Creek Solar LLC
|
Limited Liability Company
|
De
|
Peppertown Road Solar LLC
|
Limited Liability Company
|
DE
|
LEGAL NAME
|
ENTITY TYPE
|
JURISDICTION
|
Plattsburgh Solar LLC
|
Limited Liability Company
|
DE
|
Plymouth South Solar LLC
|
Limited Liability Company
|
DE
|
Pulaski Community Solar LLC
|
Limited Liability Company
|
DE
|
Readington Solar PV LLC
|
Limited Liability Company
|
DE
|
Rochester MA 1, LLC
|
Limited Liability Company
|
CO
|
Rumford Avenue Solar LLC
|
Limited Liability Company
|
DE
|
SC Tire Processing LLC
|
Limited Liability Company
|
DE
|
Seldera LLC
|
Limited Liability Company
|
DE
|
Smithfield Municipal LLC
|
Limited Liability Company
|
DE
|
Solar Revere Phase I LLC
|
Limited Liability Company
|
DE
|
Solutions Holdings, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings I, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings II, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings III, LLC
|
Limited Liability Company
|
DE
|
Speen Street Holdings IV, LLC
|
Limited Liability Company
|
DE
|
Stafford Solar Power LLC
|
Limited Liability Company
|
De
|
Stockbridge Landfill Solar PV LLC
|
Limited Liability Company
|
DE
|
Sympaug Solar LLC
|
Limited Liability Company
|
DE
|
TerraNavigator, LLC
|
Limited Liability Company
|
DE
|
Washington National And Cedar Hill Solar LLC fka 511 Venture Avenue Solar LLC
|
Limited Liability Company
|
DE
|
Wayland Municipal Solar LLC
|
Limited Liability Company
|
DE
|
Wendell MA 1, LLC
|
Limited Liability Company
|
DE
|
West Coast MPPA LLC
|
Limited Liability Company
|
DE
|
West Newbury Main St. Solar LLC
|
Limited Liability Company
|
DE
|
Westerlo NY 1, LLC
|
Limited Liability Company
|
CO
|
Weston DPW Solar LLC
|
Limited Liability Company
|
DE
|
Westwood Fires Station Solar LLC
|
Limited Liability Company
|
DE
|
Westwood Schools Solar 1 LLC
|
Limited Liability Company
|
DE
|
White Rock Road LLC
|
Limited Liability Company
|
DE
|
Woodbridge Avenue Solar LLC
|
Limited Liability Company
|
DE
|
Ameresco International Holdings B.V.
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Private Limited Liability Company
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Netherlands
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Ameresco Limited
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Private Limited Company
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United Kingdom
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ESP Response Limited
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Private Limited Company
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United Kingdom
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Fishertown Property Holdings Limited
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Private Limited Company
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Ireland
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Kerry Sustainable Energy Limited
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Private Limited Company
|
Ireland
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Ameresco Energy Hellas S.A.
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Greece
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1.
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I have reviewed this Annual Report on Form 10-K 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: March 4, 2020
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/s/ George P. Sakellaris
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||||||
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George P. Sakellaris
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||||||
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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 Annual Report on Form 10-K 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:
|
|
|
|
(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;
|
|
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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: March 4, 2020
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/s/ Spencer Doran Hole
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||||||
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Spencer Doran Hole
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||||||
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Senior 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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||||
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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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||||
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||
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||||
Date: March 4, 2020
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/s/ George P. Sakellaris
|
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||||
|
George P. Sakellaris
|
|
||||
|
President and Chief Executive Officer
(principal executive officer)
|
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||||
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||||||
Date: March 4, 2020
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/s/ Spencer Doran Hole
|
|||||
|
Spencer Doran Hole
|
|||||
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
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