UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission File Number: 001-34811

Ameresco, Inc.

(Exact name of registrant as specified in its charter)


Delaware						04-3512838
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
111 Speen Street, Suite 410 Framingham, Massachusetts						01701
(Address of Principal Executive Offices)						(Zip Code)

(508) 661-2200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o ☑	Accelerated Filer ☑o	Non-accelerated filer o	Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class	New York Stock Exchange Symbol	Shares outstanding as of ~~July 30, 2021~~April 29, 2022
Class A Common Stock, $0.0001 par value per share	AMRC	~~33,388,508~~33,808,964
Class B Common Stock, $0.0001 par value per share		18,000,000

TABLE OF CONTENTS


						Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at ~~June 30, 2021 (Unaudited)~~March 31, 2022 (Unau dited ) and ~~December~~Decem ber 31, ~~2020~~2 021						1
Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~20 21 (Unaudited)						3
Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~202 1 (Unaudited)						4
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~202 1 (Unaudited)						5
Condensed Consolidated Statements of Cash Flows for the ~~six~~ three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~202 1 (Unaudited)						76
Notes to Condensed Consolidated Financial Statements (Unaudited)						98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						2726
Item 3. Quantitative and Qualitative Disclosures About Market Risk						3534
Item 4. Controls and Procedures						3534

PART II - OTHER INFORMATION
Item 1. Legal Proceedings						3635
Item 1A. Risk Factors						3635
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						3635

Item 6. Exhibits						3837
Signatures						3938

Table of Contents

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents (1)	Cash and cash equivalents (1)	$	58,807	$	66,422	Cash and cash equivalents (1)	$	68,288	$	50,450
Restricted cash (1)	Restricted cash (1)	23,672		22,063		Restricted cash (1)	26,792		24,267
Accounts receivable, net of allowance of $2,311 and $2,266, respectively (1)		115,462		125,010
Accounts receivable, net of allowance of $2,265 and $2,266, respectively (1)						Accounts receivable, net of allowance of $2,265 and $2,266, respectively (1)	204,082		161,970
Accounts receivable retainage, net	Accounts receivable retainage, net	36,485		30,189		Accounts receivable retainage, net	40,555		43,067
Costs and estimated earnings in excess of billings (1)	Costs and estimated earnings in excess of billings (1)	195,027		185,960		Costs and estimated earnings in excess of billings (1)	460,240		306,172
Inventory, net	Inventory, net	8,798		8,575		Inventory, net	9,720		8,807
Prepaid expenses and other current assets (1)	Prepaid expenses and other current assets (1)	25,389		26,854		Prepaid expenses and other current assets (1)	19,025		25,377
Income tax receivable	Income tax receivable	5,688		9,803		Income tax receivable	4,337		5,261
Project development costs	Project development costs	14,508		15,839		Project development costs	12,162		13,214
Total current assets (1)	Total current assets (1)	483,836		490,715		Total current assets (1)	845,201		638,585
Federal ESPC receivable	Federal ESPC receivable	512,737		396,725		Federal ESPC receivable	605,871		557,669
Property and equipment, net (1)	Property and equipment, net (1)	8,826		8,982		Property and equipment, net (1)	13,063		13,117
Energy assets, net (1)	Energy assets, net (1)	798,609		729,378		Energy assets, net (1)	908,006		856,531
Deferred income tax assets, net	Deferred income tax assets, net	3,972		3,864		Deferred income tax assets, net	3,722		3,703
Goodwill, net	Goodwill, net	58,901		58,714		Goodwill, net	71,334		71,157
Intangible assets, net	Intangible assets, net	769		927		Intangible assets, net	5,974		6,961
Operating lease assets (1)	Operating lease assets (1)	40,608		39,151		Operating lease assets (1)	39,485		41,982
Restricted cash, non-current portion (1)		11,363		10,352
Restricted cash, net of current portion (1)						Restricted cash, net of current portion (1)	13,323		12,337
Other assets (1)	Other assets (1)	19,069		15,307		Other assets (1)	24,591		22,779
Total assets (1)	Total assets (1)	$	1,938,690	$	1,754,115	Total assets (1)	$	2,530,570	$	2,224,821
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY	LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY					LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Current portions of long-term debt and financing lease liabilities (1)	Current portions of long-term debt and financing lease liabilities (1)	$	79,778	$	69,362	Current portions of long-term debt and financing lease liabilities (1)	$	80,191	$	78,934
Accounts payable (1)	Accounts payable (1)	193,373		230,916		Accounts payable (1)	231,533		308,963
Accrued expenses and other current liabilities (1)	Accrued expenses and other current liabilities (1)	40,108		41,748		Accrued expenses and other current liabilities (1)	43,784		43,311
Current portions of operating lease liabilities (1)	Current portions of operating lease liabilities (1)	5,995		6,106		Current portions of operating lease liabilities (1)	6,134		6,276
Billings in excess of cost and estimated earnings	Billings in excess of cost and estimated earnings	26,561		33,984		Billings in excess of cost and estimated earnings	31,729		35,918
Income taxes payable	Income taxes payable	0		981		Income taxes payable	1,771		822
Total current liabilities (1)	Total current liabilities (1)	345,815		383,097		Total current liabilities (1)	395,142		474,224
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	305,351		311,674		Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	659,695		377,184
Federal ESPC liabilities	Federal ESPC liabilities	506,680		440,223		Federal ESPC liabilities	600,507		532,287
Deferred income taxes, net		7,159		6,227
Deferred income tax liabilities, net						Deferred income tax liabilities, net	6,063		3,871
Deferred grant income	Deferred grant income	8,075		8,271		Deferred grant income	8,379		8,498
Long-term operating lease liabilities, net of current portion (1)	Long-term operating lease liabilities, net of current portion (1)	36,731		35,300		Long-term operating lease liabilities, net of current portion (1)	32,854		35,135
Other liabilities (1)	Other liabilities (1)	37,300		37,660		Other liabilities (1)	44,282		43,176
Commitments and contingencies (Note 9)	Commitments and contingencies (Note 9)	0		0		Commitments and contingencies (Note 9)	0		0
Redeemable non-controlling interests, net	Redeemable non-controlling interests, net	46,003		38,850		Redeemable non-controlling interests, net	47,438		46,182

(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 of ~~$155,878~~$136,315 and ~~$162,198,~~$124,454, respectively. Includes non-recourse liabilities of consolidated VIEs at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 of ~~$32,318~~$30,790 and ~~$33,335,~~$31,125, respectively. See Note 12.

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts) (Continued)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2021 and December 31, 2020		$	0	$	0
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,484,126 shares issued and 33,382,331 shares outstanding at June 30, 2021, 32,326,449 shares issued and 30,224,654 shares outstanding at December 31, 2020		3		3
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2021 and December 31, 2020		2		2
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021						Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021	$	—	$	—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,910,759 shares issued and 33,808,964 shares outstanding at March 31, 2022, 35,818,104 shares issued and 33,716,309 shares outstanding at December 31, 2021						Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,910,759 shares issued and 33,808,964 shares outstanding at March 31, 2022, 35,818,104 shares issued and 33,716,309 shares outstanding at December 31, 2021	3		3
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021						Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021	2		2
Additional paid-in capital	Additional paid-in capital	270,955		145,496		Additional paid-in capital	289,459		283,982
Retained earnings	Retained earnings	393,158		368,390		Retained earnings	456,088		438,732
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(6,754)		(9,290)		Accumulated other comprehensive loss, net	(3,889)		(6,667)

Treasury stock, at cost, 2,101,795 shares at June 30, 2021 and December 31, 2020		(11,788)		(11,788)
Treasury stock, at cost, 2,101,795 shares at March 31, 2022 and December 31, 2021						Treasury stock, at cost, 2,101,795 shares at March 31, 2022 and December 31, 2021	(11,788)		(11,788)
Stockholders’ equity before non-controlling interest						Stockholders’ equity before non-controlling interest	729,875		704,264
Non-controlling interest						Non-controlling interest	6,335		—
Total stockholders’ equity	Total stockholders’ equity	645,576		492,813		Total stockholders’ equity	736,210		704,264
Total liabilities, redeemable non-controlling interests and stockholders’ equity	Total liabilities, redeemable non-controlling interests and stockholders’ equity	$	1,938,690	$	1,754,115	Total liabilities, redeemable non-controlling interests and stockholders’ equity	$	2,530,570	$	2,224,821

See notes to condensed consolidated financial statements.

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share amounts) (Unaudited)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Revenues	Revenues	$	273,920	$	223,036	$	526,122	$	435,449	Revenues	$	474,002	$	252,202
Cost of revenues	Cost of revenues	220,598		183,528		425,891		357,495		Cost of revenues	405,624		205,293
Gross profit	Gross profit	53,322		39,508		100,231		77,954		Gross profit	68,378		46,909
Selling, general and administrative expenses	Selling, general and administrative expenses	31,882		26,620		60,483		55,544		Selling, general and administrative expenses	39,692		28,601
Operating income	Operating income	21,440		12,888		39,748		22,410		Operating income	28,686		18,308
Other expenses, net	Other expenses, net	5,450		4,052		9,122		9,441		Other expenses, net	7,081		3,672
Income before income taxes	Income before income taxes	15,990		8,836		30,626		12,969		Income before income taxes	21,605		14,636
Income tax (benefit) provision		(1,896)		0		309		(2,503)
Income tax provision										Income tax provision	2,307		2,205
Net income	Net income	17,886		8,836		30,317		15,472		Net income	19,298		12,431
Net income attributable to redeemable non-controlling interests	Net income attributable to redeemable non-controlling interests	(4,231)		(4,471)		(5,488)		(4,906)		Net income attributable to redeemable non-controlling interests	(1,914)		(1,257)
Net income attributable to common shareholders	Net income attributable to common shareholders	$	13,655	$	4,365	$	24,829	$	10,566	Net income attributable to common shareholders	$	17,384	$	11,174

Net income per share attributable to common shareholders:	Net income per share attributable to common shareholders:									Net income per share attributable to common shareholders:
Basic	Basic	$	0.27	$	0.09	$	0.49	$	0.22	Basic	$	0.34	$	0.23
Diluted	Diluted	$	0.26	$	0.09	$	0.48	$	0.22	Diluted	$	0.32	$	0.22
Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Basic	Basic	51,315		47,488		50,158		47,500		Basic	51,744		48,975
Diluted	Diluted	52,570		48,519		51,475		48,571		Diluted	53,636		50,357

See notes to condensed consolidated financial statements.

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)


		Three Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Net income	Net income	$	17,886	$	8,836	Net income	$	19,298	$	12,431
Other comprehensive income (loss):	Other comprehensive income (loss):					Other comprehensive income (loss):
Unrealized loss from interest rate hedges, net of tax effect of $(188) and $(221)		(472)		(585)
Unrealized gain from interest rate hedges, net of tax effect of $917 and $719						Unrealized gain from interest rate hedges, net of tax effect of $917 and $719	2,711		2,118
Foreign currency translation adjustments	Foreign currency translation adjustments	477		682		Foreign currency translation adjustments	67		413
Total other comprehensive income	Total other comprehensive income	5		97		Total other comprehensive income	2,778		2,531
Comprehensive income	Comprehensive income	17,891		8,933		Comprehensive income	22,076		14,962

Comprehensive income attributable to redeemable non-controlling interests	Comprehensive income attributable to redeemable non-controlling interests	(4,231)		(4,471)		Comprehensive income attributable to redeemable non-controlling interests	(1,914)		(1,257)
Comprehensive income attributable to common shareholders	Comprehensive income attributable to common shareholders	$	13,660	$	4,462	Comprehensive income attributable to common shareholders	$	20,162	$	13,705

		Six Months Ended June 30,
		2021		2020
Net income		$	30,317	$	15,472
Other comprehensive income (loss):
Unrealized gain (loss) from interest rate hedges, net of tax effect of $531 and $(1,408)		1,645		(4,050)
Foreign currency translation adjustments		891		(1,630)
Total other comprehensive income (loss)		2,536		(5,680)
Comprehensive income		32,853		9,792

Comprehensive income attributable to redeemable non-controlling interests		(5,488)		(4,906)
Comprehensive income attributable to common shareholders		$	27,365	$	4,886

See notes to condensed consolidated financial statements.

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

For the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

(In thousands, except share amounts) (Unaudited)

Class A Common Stock Class B Common Stock Treasury Stock
Redeemable Non-controlling Interests Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Shares Amount Total Stockholders’ Equity
Balance, March 31, 2020 $ 31,939 29,510,161 $ 3 18,000,000 $ 2 $ 136,591 $ 320,660 $ (13,291) 2,101,795 $ (11,788) $ 432,177
Exercise of stock options — 179,639 — — — 2,164 — — — — 2,164
Stock-based compensation expense — — — — — 430 — — — — 430
Employee stock purchase plan — 28,302 — — — 440 — — — — 440
Unrealized loss from interest rate hedges, net — — — — — — — (585) — — (585)
Foreign currency translation adjustment — — — — — — — 682 — — 682
Contributions from redeemable non-controlling interests 488 — — — — — — — — — —
Distributions to redeemable non-controlling interests (595) — — — — — — — — — —
Net income 4,471 — — — — — 4,365 — — — 4,365
Balance, June 30, 2020 $ 36,303 29,718,102 $ 3 18,000,000 $ 2 $ 139,625 $ 325,025 $ (13,194) 2,101,795 $ (11,788) $ 439,673
Balance, March 31, 2021 $ 39,668 33,265,925 $ 3 18,000,000 $ 2 $ 267,864 $ 379,533 $ (6,759) 2,101,795 $ (11,788) $ 628,855
Equity offering costs — 0 — — — (135) — — — — (135)
Exercise of stock options — 101,109 — — — 1,225 — — — — 1,225
Stock-based compensation expense — — — — — 1,349 — — — — 1,349
Employee stock purchase plan — 15,297 — — — 652 — — — — 652
Unrealized loss from interest rate hedges, net — — — — — — — (472) — — (472)
Foreign currency translation adjustment — — — — — — — 477 — — 477
Contributions from redeemable non-controlling interests, net of tax equity financing fees 2,269 — — — — — — — — — —
Distributions to redeemable non-controlling interests (195) — — — — — — — — — —
Accretion of tax equity financing fees 30 — — — — — (30) — — — (30)
Net income 4,231 — — — — — 13,655 — — — 13,655
Balance, June 30, 2021 $ 46,003 33,382,331 $ 3 18,000,000 $ 2 $ 270,955 $ 393,158 $ (6,754) 2,101,795 $ (11,788) $ 645,576

~~See notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~AMERESCO, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY~~

~~For the Six Months Ended June 30, 2021 and 2020~~

~~(In thousands, except share amounts) (Unaudited)~~
Class A Common Stock Class B Common Stock Treasury Stock
Redeemable Non-controlling Interests Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Shares Amount Total Stockholders’ Equity
Balance, December 31, 2019 $ 31,616 29,230,005 $ 3 18,000,000 $ 2 $ 133,688 $ 314,459 $ (7,514) 2,101,340 $ (11,782) $ 428,856
Exercise of stock options — 460,250 — — — 4,638 — — — — 4,638
Stock-based compensation expense — — — — — 859 — — — — 859
Employee stock purchase plan — 28,302 — — — 440 — — — — 440
Open market purchase of common shares — (455) — — — — — — 455 (6) (6)
Unrealized loss from interest rate hedges, net — — — — — — — (4,050) — — (4,050)
Foreign currency translation adjustment — — — — — — — (1,630) — — (1,630)
Contributions from redeemable non-controlling interests 488 — — — — — — — — — —
Distributions to redeemable non-controlling interests (707) — — — — — — — — — —
Net income 4,906 — — — — — 10,566 — — — 10,566
Balance, June 30, 2020 $ 36,303 29,718,102 $ 3 18,000,000 $ 2 $ 139,625 $ 325,025 $ (13,194) 2,101,795 $ (11,788) $ 439,673
Balance, December 31, 2020 $ 38,850 30,224,654 $ 3 18,000,000 $ 2 $ 145,496 $ 368,390 $ (9,290) 2,101,795 $ (11,788) $ 492,813
Equity offering of common stock, net of offering costs of $6,419 — 2,875,000 — — — 120,081 — — — — 120,081
Exercise of stock options — 267,380 — — — 2,611 — — — — 2,611
Stock-based compensation expense — — — — — 2,115 — — — — 2,115
Employee stock purchase plan — 15,297 — — — 652 — — — — 652
Unrealized gain from interest rate hedges, net — — — — — — — 1,645 — — 1,645
Foreign currency translation adjustment — — — — — — — 891 — — 891
Contributions from redeemable non-controlling interests, net of tax equity financing fees 2,252 — — — — — — — — — —
Distributions to redeemable non-controlling interests (648) — — — — — — — — — —
Accretion of tax equity financing fees 61 — — — — — (61) — — — (61)
Net income 5,488 — — — — — 24,829 — — — 24,829
Balance, June 30, 2021 $ 46,003 33,382,331 $ 3 18,000,000 $ 2 $ 270,955 $ 393,158 $ (6,754) 2,101,795 $ (11,788) $ 645,576


			Class A Common Stock			Class B Common Stock									Treasury Stock
	Redeemable Non-controlling Interests		Shares	Amount		Shares	Amount		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Shares	Amount		Non-controlling Interest		Total Stockholders’ Equity
Balance, December 31, 2020	$	38,850	30,224,654	$	3	18,000,000	$	2	$	145,496	$	368,390	$	(9,290)	2,101,795	$	(11,788)	$	—	$	492,813

Equity offering, net of offering costs of $6,284			2,875,000						120,216											120,216
Exercise of stock options	—		166,271	—		—	—		1,386		—		—		—	—		—		1,386
Stock-based compensation expense	—		—	—		—	—		766		—		—		—	—		—		766


Unrealized gain from interest rate hedges, net	—		—	—		—	—		—		—		2,118		—	—		—		2,118
Foreign currency translation adjustment	—		—	—		—	—		—		—		413		—	—		—		413
Tax equity financing fees	(17)		—	—		—	—		—		—		—		—	—		—		—
Distributions to redeemable non-controlling interests	(453)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	31		—	—		—	—		—		(31)		—		—	—		—		(31)
Net income	1,257		—	—		—	—		—		11,174		—		—	—		—		11,174
Balance, March 31, 2021	$	39,668	33,265,925	$	3	18,000,000	$	2	$	267,864	$	379,533	$	(6,759)	2,101,795	$	(11,788)	$	—	$	628,855

Balance, December 31, 2021	$	46,182	33,716,309	$	3	18,000,000	$	2	$	283,982	$	438,732	$	(6,667)	2,101,795	$	(11,788)	$	—	$	704,264
Equity offering cost adjustment	—		92,655	—		—	—		—		—		—		—	—		—		—
Exercise of stock options	—		—	—		—	—		1,708		—		—		—	—		—		1,708
Stock-based compensation expense	—		—	—		—	—		3,531		—		—		—	—		—		3,531


Unrealized gain from interest rate hedges, net	—		—	—		—	—		—		—		2,711		—	—		—		2,711
Foreign currency translation adjustment	—		—	—		—	—		—				67		—	—		—		67

Distributions to redeemable non-controlling interests	(448)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	28		—	—		—	—		—		(28)		—		—	—		—		(28)
Investment fund call option exercise	(238)		—	—		—	—		238		—		—		—	—		—		238
Contributions from non-controlling interest	—		—	—		—	—		—		—		—		—	—		6,335		6,335
Net income	1,914		—	—		—	—		—		17,384		—		—	—		—		17,384
Balance, March 31, 2022	$	47,438	33,808,964	$	3	18,000,000	$	2	$	289,459	$	456,088	$	(3,889)	2,101,795	$	(11,788)	$	6,335	$	736,210

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	30,317	$	15,472	Net income	$	19,298	$	12,431
Adjustments to reconcile net income to cash flows from operating activities:	Adjustments to reconcile net income to cash flows from operating activities:					Adjustments to reconcile net income to cash flows from operating activities:
Depreciation of energy assets, net	Depreciation of energy assets, net	20,136		18,949		Depreciation of energy assets, net	11,806		9,686
Depreciation of property and equipment	Depreciation of property and equipment	1,637		1,659		Depreciation of property and equipment	734		833
Gain on contingent consideration						Gain on contingent consideration	(320)		—
Accretion of ARO liabilities	Accretion of ARO liabilities	57		43		Accretion of ARO liabilities	36		24
Amortization of debt discount and debt issuance costs	Amortization of debt discount and debt issuance costs	1,477		1,176		Amortization of debt discount and debt issuance costs	852		747
Amortization of intangible assets	Amortization of intangible assets	161		356		Amortization of intangible assets	578		80
Provision for (recoveries of) bad debts		6		(80)
Provision for bad debts						Provision for bad debts	237		3

Net loss from derivatives		1,225		517
Equity in (earnings) loss of unconsolidated entity						Equity in (earnings) loss of unconsolidated entity	(637)		62
Net loss (gain) from derivatives						Net loss (gain) from derivatives	1,622		(377)

Stock-based compensation expense	Stock-based compensation expense	2,115		859		Stock-based compensation expense	3,531		766
Deferred income taxes		335		4,619
Deferred income taxes, net						Deferred income taxes, net	1,284		1,410

Unrealized foreign exchange (gain) loss		(32)		201
Unrealized foreign exchange loss						Unrealized foreign exchange loss	132		19
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	15,230		12,125		Accounts receivable	(40,859)		15,535
Accounts receivable retainage	Accounts receivable retainage	(6,211)		(2,222)		Accounts receivable retainage	2,582		(1,844)
Federal ESPC receivable	Federal ESPC receivable	(125,146)		(89,761)		Federal ESPC receivable	(46,300)		(65,973)
Inventory, net	Inventory, net	(224)		235		Inventory, net	(914)		48
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	(8,893)		6,410		Costs and estimated earnings in excess of billings	(154,325)		6,544
Prepaid expenses and other current assets	Prepaid expenses and other current assets	2,445		1,857		Prepaid expenses and other current assets	2,813		(726)
Project development costs	Project development costs	760		(2,758)		Project development costs	1,260		1,259
Other assets	Other assets	(3,691)		516		Other assets	105		(600)
Accounts payable, accrued expenses and other current liabilities	Accounts payable, accrued expenses and other current liabilities	(22,941)		(45,256)		Accounts payable, accrued expenses and other current liabilities	(77,163)		(19,333)
Billings in excess of cost and estimated earnings	Billings in excess of cost and estimated earnings	(8,174)		8,569		Billings in excess of cost and estimated earnings	(4,309)		(3,973)
Other liabilities	Other liabilities	(207)		316		Other liabilities	(33)		(226)
Income taxes payable		3,135		(7,396)
Income taxes receivable, net						Income taxes receivable, net	1,868		4,881
Cash flows from operating activities	Cash flows from operating activities	(96,483)		(73,594)		Cash flows from operating activities	(276,122)		(38,724)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property and equipment	Purchases of property and equipment	(1,484)		(1,355)		Purchases of property and equipment	(889)		(656)
Capital investment in energy assets	Capital investment in energy assets	(104,267)		(77,218)		Capital investment in energy assets	(56,844)		(55,823)

Contributions to equity investment		0		(127)

Cash flows from investing activities	Cash flows from investing activities	(105,751)		(78,700)		Cash flows from investing activities	(57,733)		(56,479)

See notes to condensed consolidated financial statements.	See notes to condensed consolidated financial statements.					See notes to condensed consolidated financial statements.

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AMERESCO, INC.	AMERESCO, INC.					AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS					CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited) (Continued)	(In thousands) (Unaudited) (Continued)					(In thousands) (Unaudited) (Continued)

		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from equity offering, net of offering costs	Proceeds from equity offering, net of offering costs	$	120,081	$	0	Proceeds from equity offering, net of offering costs	$	—	$	120,216
Payments of financing fees		(1,162)		(2,198)
Payments of debt discount and debt issuance costs						Payments of debt discount and debt issuance costs	(2,570)		(850)
Proceeds from exercises of options and ESPP	Proceeds from exercises of options and ESPP	3,263		5,078		Proceeds from exercises of options and ESPP	1,708		1,386
Repurchase of common stock		0		(6)
(Payments on) proceeds from senior secured credit facility, net		(28,073)		16,000

Proceeds from (payments on) senior secured revolving credit facility, net						Proceeds from (payments on) senior secured revolving credit facility, net	76,000		(53,073)
Proceeds from long-term debt financings	Proceeds from long-term debt financings	64,854		14,232		Proceeds from long-term debt financings	286,744		30,811
Proceeds from Federal ESPC projects	Proceeds from Federal ESPC projects	70,159		133,598		Proceeds from Federal ESPC projects	64,788		33,520
(Payments on) proceeds for energy assets from Federal ESPC		(117)		1,488
Proceeds for (payments on) energy assets from Federal ESPC						Proceeds for (payments on) energy assets from Federal ESPC	1,925		(59)

Proceeds from redeemable non-controlling interests, net		1,583		74
Payments on long-term debt		(33,664)		(25,860)
Contributions from non-controlling interest						Contributions from non-controlling interest	4,594		—
Distributions to redeemable non-controlling interests, net						Distributions to redeemable non-controlling interests, net	(357)		(495)
Payments on long-term debt and financing leases						Payments on long-term debt and financing leases	(77,432)		(19,073)
Cash flows from financing activities	Cash flows from financing activities	196,924		142,406		Cash flows from financing activities	355,400		112,383
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	315		(457)		Effect of exchange rate changes on cash	(196)		330
Net decrease in cash, cash equivalents, and restricted cash		(4,995)		(10,345)
Net increase in cash, cash equivalents, and restricted cash						Net increase in cash, cash equivalents, and restricted cash	21,349		17,510
Cash, cash equivalents, and restricted cash, beginning of period	Cash, cash equivalents, and restricted cash, beginning of period	98,837		77,264		Cash, cash equivalents, and restricted cash, beginning of period	87,054		98,837
Cash, cash equivalents, and restricted cash, end of period	Cash, cash equivalents, and restricted cash, end of period	$	93,842	$	66,919	Cash, cash equivalents, and restricted cash, end of period	$	108,403	$	116,347

Supplemental disclosures of cash flow information:	Supplemental disclosures of cash flow information:					Supplemental disclosures of cash flow information:
Cash paid for interest	Cash paid for interest	$	9,097	$	10,499	Cash paid for interest	$	4,488	$	4,235
Cash paid for income taxes	Cash paid for income taxes	$	1,213	$	382	Cash paid for income taxes	$	78	$	271
Non-cash Federal ESPC settlement		$	4,027	$	43,368

Accrued purchases of energy assets	Accrued purchases of energy assets	$	28,070	$	35,705	Accrued purchases of energy assets	$	40,683	$	33,065

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States (“GAAP”) of the results for the periods indicated.

The results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of results which may be expected for the full year. The December 31, ~~2020~~2021 consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, ~~2020,~~2021, included in our annual report on Form 10-K (“~~2020~~2021 Annual Report” or ~~“2020~~“2021 Form 10-K”) for the year ended December 31, ~~2020~~2021 filed with the Securities and Exchange Commission on March ~~2, 2021.~~1, 2022.

Reclassification

Certain prior period amounts were reclassified to conform to the presentation in the current period.

Significant Risks and Uncertainties

The COVID-19 pandemic has continued to result in global supply chain disruptions and the resurgence of COVID-19 and its variants has caused some governments to extend travel and other restrictions.

We have considered the impact of COVID-19 on the assumptions and estimates used, ~~and determined that there was no material adverse impact on our results of operations for the six months ended June 30, 2021 or 2020. Our results~~which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors associated with the COVID-19 pandemic including payments of outstanding receivable amounts beyond normal payment terms, ~~delays in obtaining signed customer contracts for awarded projects,~~ supply chain disruptions, potential loss of employees due to vaccine mandates, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which the COVID-19 pandemic may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the pandemic on us is highly uncertain and will depend on future ~~is uncertain.~~developments, and such impacts could exist for an extended period of time, even after the pandemic subsides.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our ~~2020~~2021 Form 10-K. We have included certain updates to those policies below.

Accounts Receivable and Allowance for Credit Losses

Changes in the allowance for credit losses are as follows:


		June 30, 2021		June 30, 2020			March 31, 2022		March 31, 2021
Allowance for credit losses, beginning of period	Allowance for credit losses, beginning of period	$	2,266	$	2,260	Allowance for credit losses, beginning of period	$	2,263	$	2,266
Charges (recoveries) to costs and expenses, net		6		(80)
Provision for bad debts						Provision for bad debts	237		3
Account write-offs and other	Account write-offs and other	39		(192)		Account write-offs and other	(235)		41
Allowance for credit losses, end of period	Allowance for credit losses, end of period	$	2,311	$	1,988	Allowance for credit losses, end of period	$	2,265	$	2,310

Recent Accounting Pronouncements

~~Income Taxes~~

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within Accounting Standards Codification (“ASC”) 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for our fiscal year beginning after December 15, 2020. We adopted this guidance as of January 1, 2021 and the adoption did not have an impact on our condensed consolidated financial statements.

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~~AMERESCO, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Companies can apply the ASU immediately, however, the guidance will only be available until December 31, 2022. We are currently evaluating the impact

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

that adopting this new accounting standard would have on our condensed consolidated financial statements and related disclosures.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in ASU 2021-01 provide optional expedients to the current guidance on contract modification and hedge accounting from the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements and related disclosures.

~~Codification Improvements~~Government Assistance

In ~~October 2020,~~November 2021, the FASB issued ASU ~~2020-10, Codification Improvements. The amendments in this~~2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires annual disclosures about certain types of government assistance received. ASU represent changes to clarify the ASC, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. ASU 2020-102021-10 is effective for ~~annual periods~~our fiscal year beginning after December 15, ~~2020 and interim periods within those annual periods, with early adoption permitted. The amendments in this ASU should be applied retrospectively.~~2021. We adopted this guidance as of January 1, ~~2021~~2022 and the adoption did not have an impact on our ~~condensed~~consolidated financial statements.

Derivatives and Hedging

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method, which expands the current single-layer method to allow multiple hedged layers of a single closed portfolio to be hedged under the method. ASU 2022-01 is effective for our year ending beginning after December 15, 2022. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Our reportable segments for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 were U.S. Regions, U.S. Federal, Canada, ~~and~~ Non-Solar Distributed Generation (“Non-Solar DG”). and All Other. On January 1, ~~2021,~~2022, we changed the structure of our internal organization and our ~~U.S. Regions~~“All Other” segment now includes our U.S.-based enterprise energy management services previously included in our ~~“All Other”~~U.S Regions segment and our U.S. Regions segment now includes U.S. project revenue and associated costs previously included in our Non-Solar DG segment. As a result, previously reported amounts have been reclassified for comparative purposes.

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended ~~June 30, 2021:~~March 31, 2022:


		U.S. Regions		U.S. Federal		Canada		Non-Solar DG		All Other		Total			U.S. Regions		U.S. Federal		Canada		Non-Solar DG		All Other		Total
Project revenue	Project revenue	$	92,601	$	77,075	$	7,307	$	9,241	$	10,031	$	196,255	Project revenue	$	298,632	$	62,217	$	13,951	$	—	$	18,604	$	393,404
O&M revenue	O&M revenue	5,303		11,742		0		2,462		89		19,596		O&M revenue	5,080		12,297		11		2,774		91		20,253
Energy assets	Energy assets	10,046		1,371		1,571		23,852		101		36,941		Energy assets	10,018		1,090		761		26,487		72		38,428
Integrated-PV	Integrated-PV	0		0		0		0		10,721		10,721		Integrated-PV	—		—		—		—		11,356		11,356
Other	Other	1,520		12		1,996		16		6,863		10,407		Other	790		42		2,449		—		7,280		10,561
Total revenues	Total revenues	$	109,470	$	90,200	$	10,874	$	35,571	$	27,805	$	273,920	Total revenues	$	314,520	$	75,646	$	17,172	$	29,261	$	37,403	$	474,002

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended ~~June 30, 2020:~~March 31, 2021:


		U.S. Regions		U.S. Federal		Canada		Non-Solar DG		All Other		Total			U.S. Regions		U.S. Federal		Canada		Non-Solar DG		All Other		Total
Project revenue	Project revenue	$	76,040	$	72,220	$	6,167	$	3,004	$	2,499	$	159,930	Project revenue	$	75,812	$	90,089	$	9,001	$	—	$	5,791	$	180,693
O&M revenue	O&M revenue	4,283		10,755		17		2,120		133		17,308		O&M revenue	4,415		11,440		26		2,532		71		18,484
Energy assets	Energy assets	8,080		1,505		1,344		17,820		0		28,749		Energy assets	8,802		664		747		22,939		135		33,287
Integrated-PV	Integrated-PV	0		0		0		0		8,530		8,530		Integrated-PV	—		—		—		—		9,154		9,154
Other	Other	1,171		11		1,507		185		5,645		8,519		Other	215		21		1,869		109		8,370		10,584
Total revenues	Total revenues	$	89,574	$	84,491	$	9,035	$	23,129	$	16,807	$	223,036	Total revenues	$	89,244	$	102,214	$	11,643	$	25,580	$	23,521	$	252,202

~~The following table presents our revenue disaggregated by line of business and reportable segment for the six months ended June 30, 2021:~~
U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total
Project revenue $ 163,759 $ 167,164 $ 16,308 $ 13,895 $ 15,822 $ 376,948
O&M revenue 9,613 23,182 26 5,099 160 38,080
Energy assets 18,856 2,035 2,318 46,783 236 70,228
Integrated-PV 0 0 0 0 19,875 19,875
Other 2,515 33 3,865 162 14,416 20,991
Total revenues $ 194,743 $ 192,414 $ 22,517 $ 65,939 $ 50,509 $ 526,122

~~The following table presents our revenue disaggregated by line of business and reportable segment for the six months ended June 30, 2020:~~

U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total
Project revenue $ 147,533 $ 128,334 $ 15,031 $ 5,375 $ 8,086 $ 304,359
O&M revenue 8,635 22,381 26 4,135 193 35,370
Energy assets 16,934 2,224 2,007 35,806 0 56,971
Integrated-PV 0 0 0 0 19,999 19,999
Other 2,312 297 3,363 537 12,241 18,750
Total revenues $ 175,414 $ 153,236 $ 20,427 $ 45,853 $ 40,519 $ 435,449

The following table presents information related to our revenue recognized over time:

Three Months Ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Percentage of revenue recognized over time 94% 94% 94% 93%


	Three Months Ended March 31,
	2022	2021
Percentage of revenue recognized over time	96%	94%

The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized.

We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
United States $ 252,536 $ 211,218 $ 486,545 $ 407,157
Canada 9,973 8,458 20,826 19,011
Other 11,411 3,360 18,751 9,281
Total revenues $ 273,920 $ 223,036 $ 526,122 $ 435,449


	Three Months Ended March 31,
	2022		2021
United States	$	438,391	$	234,009
Canada	15,988		10,853
Other	19,623		7,340
Total revenues	$	474,002	$	252,202

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

Contract Balances

The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts receivable, net	Accounts receivable, net	$	115,462	$	125,010	Accounts receivable, net	$	204,082	$	161,970
Accounts receivable retainage, net	Accounts receivable retainage, net	$	36,485	$	30,189	Accounts receivable retainage, net	$	40,555	$	43,067

Contract Assets:	Contract Assets:					Contract Assets:
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	$	195,027	$	185,960	Costs and estimated earnings in excess of billings	$	460,240	$	306,172

Contract Liabilities:	Contract Liabilities:					Contract Liabilities:
Billings in excess of cost and estimated earnings	Billings in excess of cost and estimated earnings	$	26,561	$	33,984	Billings in excess of cost and estimated earnings	$	31,729	$	35,918
Billings in excess of cost and estimated earnings, non-current (1)	Billings in excess of cost and estimated earnings, non-current (1)	6,082		6,631		Billings in excess of cost and estimated earnings, non-current (1)	6,322		6,481
Total contract liabilities	Total contract liabilities	$	32,643	$	40,615	Total contract liabilities	$	38,051	$	42,399


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Accounts receivable, net	Accounts receivable, net	$	86,017	$	95,863	Accounts receivable, net	$	113,095	$	125,010
Accounts receivable retainage, net	Accounts receivable retainage, net	$	19,119	$	16,976	Accounts receivable retainage, net	$	32,071	$	30,189

Contract Assets:	Contract Assets:					Contract Assets:
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	$	195,391	$	202,243	Costs and estimated earnings in excess of billings	$	179,474	$	185,960

Contract Liabilities:	Contract Liabilities:					Contract Liabilities:
Billings in excess of cost and estimated earnings	Billings in excess of cost and estimated earnings	$	34,896	$	26,618	Billings in excess of cost and estimated earnings	$	30,211	$	33,984
Billings in excess of cost and estimated earnings, non-current (1)	Billings in excess of cost and estimated earnings, non-current (1)	5,035		5,560		Billings in excess of cost and estimated earnings, non-current (1)	6,590		6,631
Total contract liabilities	Total contract liabilities	$	39,931	$	32,178	Total contract liabilities	$	36,801	$	40,615

(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.	(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.					(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.

The increase in contract assets for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was primarily due to revenue recognized of ~~$277,960~~$381,949 offset by billings of ~~$288,012.~~$229,540. Contract assets also increased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The decrease in contract liabilities was primarily driven by recognition of revenue as performance obligations were satisfied exceeding increases from the receipt of advance payment from customers, and related billings. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we recognized revenue of ~~$98,570~~$33,077 that was previously included in the beginning balance of contract liabilities and billed customers ~~$70,884.~~$23,723. Changes in contract liabilities are also driven by reclassifications to or from contract assets as a result of timing of customer payments.

The decrease in contract assets for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was primarily due to billings of approximately ~~$285,036,~~$144,539, partially offset by revenue recognized of ~~$276,492.~~$130,297. The ~~increase~~decrease in contract liabilities was primarily driven by the receipt of advance payment from customers, and related billings, exceeding ~~increases~~reductions from the recognition of revenue as performance obligations were satisfied. For the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we ~~billed customers $50,697 and~~ recognized revenue of ~~$44,446~~$45,483 that was previously included in the beginning balance of contract ~~liabilities.~~liabilities and billed customers $33,081. Changes in contract liabilities are also driven by reclassifications to or from contract assets as a result of timing of customer payments.

Performance Obligations

Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At ~~June 30, 2021,~~March 31, 2022, we had contracted backlog of ~~$1,902,420~~$2,553,770 of which approximately ~~35%~~48% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy

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(In thousands) (Unaudited) (Continued)

construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 25 years.

Project Development Costs

Project development costs of $4,209 and $1,985 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the three months ended March 31, 2022 and 2021, respectively.

No impairment charges in connection with our project development costs were recorded during the three months ended March 31, 2022 and 2021.

4. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying value of goodwill balances by reportable segment were as follows:


	U.S. Regions		U.S. Federal		Canada		Non-solar DG		Other		Total

Balance, December 31, 2021	$	39,204	$	3,981	$	3,454	$	—	$	24,518	$	71,157

Remeasurement adjustment	309		—		—		—		—		309
Currency effects	—		—		53		—		(185)		(132)
Balance, March 31, 2022	$	39,513	$	3,981	$	3,507	$	—	$	24,333	$	71,334

Definite-lived intangible assets, net consisted of the following:


	As of March 31, 2022		As of December 31, 2021
Gross carrying amount	$	32,939	33,526
Less - accumulated amortization	(26,965)		(26,565)
Intangible assets, net	$	5,974	$	6,961

The table below sets forth amortization expense:


		Three Months Ended March 31,
Asset type	Location	2022		2021
Customer contracts	Cost of revenues	$	184	$	—
All other intangible assets	Selling, general and administrative expenses	394		80
Total amortization expense		$	578	$	80

5. ENERGY ASSETS, NET

Energy assets, net consisted of the following:


	March 31, 2022		December 31, 2021
Energy assets (1)	$	1,184,314	$	1,120,712
Less - accumulated depreciation and amortization	(276,308)		(264,181)
Energy assets, net	$	908,006	$	856,531

(1) Includes financing lease assets (see Note 6), capitalized interest and Asset retirement obligations (“ARO”) assets (see tables below).

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(In thousands) (Unaudited) (Continued)

~~Project Development Costs~~

Project development costs of $2,128 and $1,543 were included in other long-term assets in the accompanying condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020, respectively. Project development costs of $3,109 and $4,258 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the three months ended June 30, 2021 and 2020, respectively. Project development costs of $5,094 and $5,865 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the six months ended June 30, 2021 and 2020, respectively.

~~NaN impairment charges in connection with our capitalized commission costs or project development costs were recorded during the six months ended June 30, 2021 and 2020.~~

~~4. GOODWILL AND INTANGIBLE ASSETS, NET~~

~~The changes in the carrying value of goodwill balances by reportable segment was as follows:~~
U.S. Regions U.S. Federal Canada Non-solar DG Other Total
Balance, December 31, 2020 $ 26,705 $ 3,981 $ 3,441 $ 0 $ 24,587 $ 58,714
Currency effects 0 0 96 0 91 187
Balance, June 30, 2021 $ 26,705 $ 3,981 $ 3,537 $ 0 $ 24,678 $ 58,901

~~Definite-lived intangible assets, net consisted of the following:~~
As of June 30, 2021 As of December 31, 2020
Gross carrying amount $ 27,378 27,240
Accumulated amortization 26,609 26,313
Intangible assets, net $ 769 $ 927

~~The table below sets forth amortization expense:~~
Three Months Ended June 30, Six Months Ended June 30,
Asset type Location 2021 2020 2021 2020
Customer contracts Cost of revenues $ 0 $ 22 $ 0 $ 45
All other intangible assets Selling, general and administrative expenses 81 158 161 311
Total amortization expense $ 81 $ 180 $ 161 $ 356

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~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

~~5. ENERGY ASSETS, NET~~

~~Energy assets, net consisted of the following:~~
June 30, 2021 December 31, 2020
Energy assets (1)
$ 1,044,288 $ 954,426
Less - accumulated depreciation and amortization (245,679) (225,048)
Energy assets, net $ 798,609 $ 729,378
(1) Includes financing lease assets (see Note 6), capitalized interest and ARO assets (see tables below).

The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
Location	Location	2021		2020		2021		2020		Location	2022		2021
Cost of revenues (2)	Cost of revenues (2)	$	10,450	$	9,650	$	20,136	$	18,949	Cost of revenues (2)	$	11,806	$	9,686

(2) Includes depreciation and amortization on financing lease assets (see Note 6).	(2) Includes depreciation and amortization on financing lease assets (see Note 6).									(2) Includes depreciation and amortization on financing lease assets (see Note 6).

The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Capitalized interest $ 1,288 $ 912 $ 3,526 $ 1,774


	Three Months Ended March 31,
	2022		2021
Capitalized interest	$	1,312	$	2,238

The following tables sets forth information related to our ~~Asset Retirement Obligations (“ARO”)~~ARO assets and ARO liabilities:


		Location	June 30, 2021		December 31, 2020			Location	March 31, 2022		December 31, 2021
ARO assets, net	ARO assets, net	Energy assets, net	$	2,004	$	1,468	ARO assets, net	Energy assets, net	$	2,473	$	1,939

ARO liabilities, current	ARO liabilities, current	Accrued expenses and other current liabilities	$	6	$	86	ARO liabilities, current	Accrued expenses and other current liabilities	$	9	$	6
ARO liabilities, non-current	ARO liabilities, non-current	Other liabilities	2,284		1,561		ARO liabilities, non-current	Other liabilities	2,947		2,342
Total ARO liabilities	Total ARO liabilities		$	2,290	$	1,647	Total ARO liabilities		$	2,956	$	2,348


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Depreciation expense of ARO assets	Depreciation expense of ARO assets	$	30	$	19	$	53	$	38	Depreciation expense of ARO assets	$	37	$	23
Accretion expense of ARO liabilities	Accretion expense of ARO liabilities	$	33	$	22	$	57	$	43	Accretion expense of ARO liabilities	$	36	$	24

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6. LEASES

The table below sets forth supplemental condensed consolidated balance sheet information related to our leases:


		June 30, 2021			December 31, 2020				March 31, 2022			December 31, 2021
Operating Leases:	Operating Leases:							Operating Leases:
Operating lease assets	Operating lease assets	$	40,608		$	39,151		Operating lease assets	$	39,485		$	41,982

Current portions of operating lease liabilities	Current portions of operating lease liabilities	$	5,995		$	6,106		Current portions of operating lease liabilities	$	6,134		$	6,276
Long-term portions of operating lease liabilities	Long-term portions of operating lease liabilities	36,731			35,300			Long-term portions of operating lease liabilities	32,854			35,135
Total operating lease liabilities	Total operating lease liabilities	$	42,726		$	41,406		Total operating lease liabilities	$	38,988		$	41,411
Weighted-average remaining lease term	Weighted-average remaining lease term	13 years			12 years			Weighted-average remaining lease term	12 years			12 years
Weighted-average discount rate	Weighted-average discount rate	5.79		%	5.94		%	Weighted-average discount rate	5.7		%	5.7		%

Financing Leases:	Financing Leases:							Financing Leases:
Energy assets	Energy assets	$	32,940		$	34,005		Energy assets	$	31,521		$	31,876

Current portions of financing lease liabilities	Current portions of financing lease liabilities	$	3,796		$	4,273		Current portions of financing lease liabilities	$	3,226		$	3,125
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	17,617			19,227			Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	15,973			16,101
Total financing lease liabilities	Total financing lease liabilities	$	21,413		$	23,500		Total financing lease liabilities	$	19,199		$	19,226
Weighted-average remaining lease term	Weighted-average remaining lease term	16 years			16 years			Weighted-average remaining lease term	15 years			15 years
Weighted-average discount rate	Weighted-average discount rate	12.04		%	11.94		%	Weighted-average discount rate	12.1		%	12.1		%

The costs related to our leases were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020		2021		2020			2022		2021
Operating Leases:	Operating Leases:									Operating Leases:
Operating lease costs	Operating lease costs	$	2,187	$	2,106	$	4,340	$	3,932	Operating lease costs	$	2,291	$	2,153

Financing Leases:	Financing Leases:									Financing Leases:
Amortization expense	Amortization expense	533		532		1,065		1,064		Amortization expense	355		532
Interest on lease liabilities	Interest on lease liabilities	666		726		1,324		1,559		Interest on lease liabilities	559		658

Total lease costs	Total lease costs	$	3,386	$	3,364	$	6,729	$	6,555	Total lease costs	$	3,205	$	3,343

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(In thousands) (Unaudited) (Continued)

Supplemental cash flow information related to our leases was as follows:


		Six Months Ended June 30,					Three Months Ended March 31,
		2021		2020			2022		2021
Cash paid for amounts included in the measurement of operating lease liabilities	Cash paid for amounts included in the measurement of operating lease liabilities	$	4,355	$	3,861	Cash paid for amounts included in the measurement of operating lease liabilities	$	1,907	$	2,423
Right-of-use assets obtained in exchange for new operating lease liabilities		$	4,961	$	4,838
Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities						Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities	$	367	$	3,773

The table below sets forth our estimated minimum future lease obligations under our leases:
Operating Leases Financing Leases
Year ended December 31,
2021 $ 4,116 $ 3,485
2022 8,098 5,178
2023 6,659 3,676
2024 5,516 2,565
2025 4,488 2,213
Thereafter 32,721 21,866
Total minimum lease payments 61,598 38,983
Less: interest 18,872 17,570
Present value of lease liabilities $ 42,726 $ 21,413

We have a future lease commitment for a certain ground lease which does not yet meet the criteria for recording a ROU asset or ROU liability. The net present value of this commitment totals $3,000 as of June 30, 2021 and relates to a one-time payment due when specific criteria are met, which we estimate will be during the three months ended September 30, 2021.


	Operating Leases		Financing Leases
Year ended December 31,
2022	$	6,134	$	5,124
2023	7,176		3,676
2024	5,943		2,565
2025	4,725		2,213
2026	2,880		2,054
Thereafter	28,615		19,813
Total minimum lease payments	55,473		35,445
Less: interest	16,485		16,246
Present value of lease liabilities	$	38,988	$	19,199

Sale-leasebacks

WeIn March 2022, we entered into ~~a fifth~~an amendment ~~dated March 22, 2021~~ to our August 2018 ~~agreement for a~~ long-term financing facility ~~and increased the maximum funding amount from $150,000 up to $350,000 and~~which extended the end date of the agreement from ~~May 23, 2021~~March 31, 2022 to ~~March 31,~~June 30, 2022. We sold and leased back 2 energy assets for ~~$26,820~~$8,201 in cash proceeds under this ~~facility~~agreement during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. As of ~~June 30, 2021,~~March 31, 2022, approximately ~~$284,885~~$220,367 remained available under this lending commitment.

In March 2022, we entered into an amendment to our December 2020 long-term financing facility whichextended the end date of the agreement from December 31, 2021 to July 15, 2022. We sold and leased back 1 energy asset for $4,423 in cash proceeds under this facility during three months ended March 31, 2022. As of March 31, 2022, approximately $11,515 remained available under this lending commitment.

These transactions are accounted for as failed ~~sales~~sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional information.

In July 2021, we entered into an amendment to our December 2020 long-term financing facility which increased our maximum commitment from $4,500 to $23,559 and extended the end date of the agreement to December 31, 2021.

Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 for each of the three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020 and $114 and $112 for the six months ended June 30, 2021 and 2020, respectively.~~2021.

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(In thousands) (Unaudited) (Continued)

7. DEBT AND FINANCING LEASE LIABILITIES

Our debt and financing lease liabilities comprised of the following:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Senior secured revolving credit facility (1)	Senior secured revolving credit facility (1)	$	25,000	$	53,073	Senior secured revolving credit facility (1)	$	121,000	$	45,000
Senior secured term loan		55,250		57,688
Non-recourse term loans		197,959		198,124
Senior secured term loans						Senior secured term loans	275,000		52,813
Non-recourse construction revolvers	Non-recourse construction revolvers	40,163		26,758		Non-recourse construction revolvers	31,910		31,698
Non-recourse term loans (4)						Non-recourse term loans (4)	205,329		218,136
Long-term financing facilities (2)	Long-term financing facilities (2)	55,472		32,618		Long-term financing facilities (2)	104,417		104,615
Financing lease liabilities (3)	Financing lease liabilities (3)	21,413		23,500		Financing lease liabilities (3)	19,199		19,226
Total debt and financing lease liabilities	Total debt and financing lease liabilities	395,257		391,761		Total debt and financing lease liabilities	756,855		471,488
Less: current maturities	Less: current maturities	79,778		69,362		Less: current maturities	80,191		78,934
Less: unamortized discount and debt issuance costs	Less: unamortized discount and debt issuance costs	10,128		10,725		Less: unamortized discount and debt issuance costs	16,969		15,370
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	305,351	$	311,674	Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	659,695	$	377,184

(1) At June 30, 2021, funds of $141,241 were available for borrowing under this facility.
(1) At March 31, 2022, funds of $47,341 were available for borrowing under this facility.						(1) At March 31, 2022, funds of $47,341 were available for borrowing under this facility.
(2) These facilities are sale-leaseback arrangements and are accounted for as failed sales. See Note 6 for additional disclosures.											(3) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 6 for additional disclosures.
(4) As of March 31, 2021, we were in default on one non-recourse term loan with a balance of $3,809 for failure to meet the debt service coverage ratio of 1 to 1, however, a waiver was received in April 2022.						(4) As of March 31, 2021, we were in default on one non-recourse term loan with a balance of $3,809 for failure to meet the debt service coverage ratio of 1 to 1, however, a waiver was received in April 2022.

Senior Secured ~~Revolving~~ Credit Facility - Revolver and Term Loans

On ~~June 22, 2021,~~March 4, 2022, we entered into the ~~second amendment to the fourth~~fifth amended and restated ~~bank~~senior secured credit facility ~~we have syndicated~~ with 35 banks, which ~~increased the amount of the revolving commitment by the lenders under the credit facility by $65,000 and~~ included the following amendments:

•increased the aggregate amount of total commitments from $245,000 to $495,000,

•increased the aggregate amount of the revolving commitments from ~~$115,000~~$180,000 to ~~$180,000 through~~$200,000,

•increased the existing term loan A from $65,000 to $75,000,

•extended the maturity date of the revolving commitment and term loan A from June 28, 2024 to March 4, 2025,

•added a delayed draw term loan A for up to $220,000 through a September 4, 2023 maturity date,

•increased the total funded debt to EBITDA covenant ratio from a maximum of ~~3.25~~3.50 to 4.50 for the quarter ended March 31, 2022; 4.25 for the quarter ending June 30, 2022, 4.00 for the quarters ending September 30, 2022 and December 31, 2022; and 3.50 thereafter,

•specified the debt service coverage ratio (the ratio of (a) cash flow of the core Ameresco companies, to (b) debt service of the core Ameresco companies as of the end of each fiscal quarter to be less than 1.5, and

•~~decreased~~increased our limit under an energy conversation project financing to $650,000, which provides us with flexibility to grow our federal business further.

The revolving credit facility may be increased by an amount up to an additional $100,000 in increments of at least $25,000 at the ~~Eurocurrency rate floor from 1%~~approval of the lenders, subject to ~~0%.~~certain conditions.

We accounted for this amendment as a modification and at closing we incurred ~~$78~~$2,048 in ~~lender~~lenders fees which were reflected as debt ~~discount.~~discount and $352 in third party fees which were reflected as debt issuance costs. The unamortized debt discount and issuance costs of the previous agreement are being amortized over the remaining term of the ~~agreement.~~

~~October 2020 Term Loan Modification~~

~~In October 2020, we entered into an~~ amended ~~and restated credit~~ agreement, with the exception of $96 of costs relating to a bank primarily to increase the commitments under the existing credit agreement and add projects eligible for financing. The new credit agreement increased the commitment from $28,500 to $35,000 and included an option for theprevious syndicated lender ~~to increase the commitment by up to an additional $15,000 for a total~~which did not ~~to exceed $50,000.~~

~~During the six months ended June 30, 2021, the lender increased its commitment by the remaining $15,000 and we received net proceeds of $14,848. The quarterly payments consist of $1,250~~participate in principal plus an additional principal prepayment based on project cash flows in addition to interest to be paid through the earlier of maturity, March 2026, or when the principal balance is paid in full. We accounted for this ~~amendment as a modification and at closing we incurred $150 in lender fees which were reflected as debt discount and $2 in third-party fees which~~amendment. These costs were expensed in ~~selling, general and administrative~~other expenses, net during the ~~six~~three months ended June 30, 2021. The unamortized debt discount and issuance costs from the October 2020 loan modification are being amortized over the remaining term of the agreement. The balance of the loan outstanding as of June 30, 2021 was $46,988, net of unamortized debt discount and issuance costs.

~~Construction Revolvers~~

~~In June 2020, we entered into a revolving credit agreement with a bank, with an aggregate borrowing capacity of $100,000 for use in financing the construction cost of our owned projects. In~~ March ~~2021, we entered into a third amendment to this agreement to~~31, 2022.

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(In thousands) (Unaudited) (Continued)

Construction Revolvers

Construction Revolver, 1.74%, due June 2022

In March 2022, we entered into a fourth amendment to the 1.74% construction revolver to extend this facility from ~~May 2021~~March 2022 to ~~March~~June 2022. All remaining unpaid amounts outstanding under the facility are due at that time.

~~During the six months ended June 30, 2021, we closed on $14,013 in funding for 4 additional projects under this facility and drew down an additional $5,117 for existing projects. The balance~~ As of ~~this construction revolver as of June 30, 2021~~March 31, 2022, $73,946 was ~~$33,977, net of unamortized debt issuance costs and funds of $65,693 were~~ available for borrowing under this facility.

~~We also have funds~~On April 29, 2022, a wholly-owned subsidiary of ours executed a joinder agreement to the 1.74% construction revolver, which added it as an additional borrower under the master construction loan agreement. At closing, we borrowed $9,800 for a solar and storage project.

Construction Revolver, 1.99%, due July 2022

As of March 31, 2022, $24,145 was available for borrowing under ~~our July 2020~~the 1.74% construction revolver. In July 2021, two projects financed under this revolver failed to achieve commercial operations date (“COD”) on a timely basis; however, we received a limited waiver and an extension of COD for both projects from our lender, which cured the resulting event of default retroactively.

~~July 2021 Term Loan~~

On July 27, 2021, we entered into a $44,748 non-recourse solar debt financing with a group of lenders. The financing consists of a 25-year 3.25% fixed rate term loan of $40,683, a 9-year $4,065 floating rate term loan and additional funding available of up to $60,000.

8. INCOME TAXES

We recorded a ~~benefit~~provision for income taxes of ~~$(1,896)~~$2,307 and $0$2,205 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. The estimated effective annualized tax rate impacted by the period discrete items is a ~~benefit~~provision of ~~11.9%~~10.7% for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to a ~~0.0%~~provision of 15.1% of estimated effective annualized tax rate for the three months ended ~~June 30, 2020.~~March 31, 2021.

~~We recorded a provision (benefit) for income taxes of $309 and $(2,503)~~The principal reasons for the ~~six months ended June 30, 2021~~difference between the statutory rate and ~~2020, respectively. The~~the estimated annual effective ~~annualized tax rate impacted by the period discrete items is 1.0% for the six months ended June 30, 2021, compared to a benefit of 19.3% of estimated effective annualized tax~~ rate for 2022 were the ~~six months ended June 30, 2020.~~effects of investment tax credits which we are entitled from solar plants placed into service or are forecasted to be placed into service during 2022, state taxes, and the tax deductions related to the Section 179D deduction.

The principal reasons for the difference between the statutory rate and the estimated annual effective rate for 2021 were the effects of investment tax credits which we are entitled from solar plants placed into service or are forecasted ~~to be~~ placed into service during 2021, the tax deductions related to the Section 179D deduction, the deduction of compensation expense associated with certain employee stock options, and tax basis adjustments on certain partnership flip transactions.

The principal reason for the difference between the statutory rate and the estimated annual effective rate for 2020 were the effects of investment tax credits to which we are entitled from solar plants which were placed into service during 2020, tax deductions related to the Section 179D deduction, tax basis adjustments on certain partnership flip transactions, and tax rate benefits associated with the net operating loss carryback made possible by the passing of the COVID-19 CARES Act on March 27, 2020.

Under GAAP accounting rules deferred taxes are shown on a net basis in the condensed consolidated financial statements based on taxing jurisdiction. Under the guidance, we have recorded long term deferred tax assets and deferred tax liabilities based on the underlying jurisdiction in the accompanying condensed consolidated balance sheets.

The following table sets forth the total amounts of gross unrecognized tax benefits:


	Gross Unrecognized Tax Benefits
Balance, December 31, ~~2020~~2021	$	~~600~~900
~~Additions for prior year tax positions~~	~~200~~


Balance, ~~June 30, 2021~~March 31, 2022	$	~~800~~900

The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods was ~~$400~~$440 at ~~June 30, 2021~~March 31, 2022 and ~~$190 at~~ December 31, ~~2020~~2021 (net of the federal benefit on state amounts).

~~We presented all deferred tax assets and liabilities as noncurrent, net liabilities on our condensed consolidated balance sheets as of June 30, 2021, and December 31, 2020.~~

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~~AMERESCO, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

9. COMMITMENTS AND CONTINGENCIES

From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral.

Legal Proceedings

On November 6, 2017, we were served with a complaint filed by a customer against 9 contractors, including us, claiming both physical damages to the customer’s tangible property and damages caused by various alleged defects in the design of the project through negligent acts and/or omissions, breaches of contract and breaches of the “implied warranty of good and workmanlike manner.” ~~A mediation was held in January 2021, at which time~~During the three months ended March 31, 2022, we ~~made an offer to settle~~entered into a settlement agreement and adjusted our accrual for the ~~case, in an amount which we believe would be covered by~~actual net loss after taking into account our insurance. The trial has been set for April 2022 and both parties are taking discovery. Although the customer rejected our offer, both parties have agreed to continue to negotiate a settlement. We believe that it is probable that a loss will be incurred and, therefore, have accrued a reasonable estimate of the loss,insurance proceeds, which is included in accrued expenses and other current liabilities in our condensed consolidated balance sheets as of ~~June 30, 2021 and December~~March 31, ~~2020.~~2022. In addition, we ~~accrued a~~reversed the loss recovery from insurance ~~proceeds as we believe the receipt~~proceeds.

Table of such proceeds is probable. The loss recovery accrual is included in prepaid expenses and other current assets in our consolidated balance sheets as of June 30, 2021 and December 31, 2020. There were no changes to our estimate during the six months ended June 30, 2021.Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. While the outcome of any of these proceedings cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations.

Commitment as a Result of an Acquisition

In August 2018, we completed an acquisition which provided for a revenue earn-out contingent upon the acquired business meeting certain cumulative revenue targets over 5 years from the acquisition date. The fair value ~~was~~decreased from $678 ~~as of June 30, 2021 and~~at December 31, ~~2020~~2021 to $358 at March 31, 2022 and is included in other liabilities on the condensed consolidated balance sheets. The contingent consideration will be paid annually in May, if any of the cumulative revenue targets are achieved. ~~NaN~~No payments have been made to date.

In December 2021, we completed our acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over a five-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $2,160 upon acquisition and remained consistent as of December 31, 2021. At March 31, 2022, the fair value of the contingent consideration was $2,061 and is included in other liabilities on the consolidated balance sheets. No payments have been made to date.

See note 10 for additional information.

10. FAIR VALUE MEASUREMENT

We recognize our financial assets and liabilities at fair value on a recurring ~~basis (at least annually).~~basis. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:

Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets.

Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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~~AMERESCO, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis:


			Fair Value as of						Fair Value as of
		Level	June 30, 2021		December 31, 2020			Level	March 31, 2022		December 31, 2021
Assets:	Assets:						Assets:
Interest rate swap instruments	Interest rate swap instruments	2	$	743	$	2	Interest rate swap instruments	2	$	2,220	$	919
Commodity swap instruments		2	0		363

Total assets	Total assets		$	743	$	365	Total assets		$	2,220	$	919
Liabilities:	Liabilities:						Liabilities:
Interest rate swap instruments	Interest rate swap instruments	2	$	7,859	$	10,073	Interest rate swap instruments	2	$	2,726	$	6,316
Commodity swap instruments	Commodity swap instruments	2	1,135		0		Commodity swap instruments	2	4,568		1,962
Make-whole provisions	Make-whole provisions	2	1,247		412		Make-whole provisions	2	5,085		4,800
Contingent consideration	Contingent consideration	3	678		678		Contingent consideration	3	2,419		2,838
Total liabilities	Total liabilities		$	10,919	$	11,163	Total liabilities		$	14,798	$	15,916

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:


	Year Ended December 31,
	March 31, 2022		December 31, 2021
Contingent consideration liability balance at the beginning of period	$	2,838	$	678
Contingent consideration issued in connection with acquisition	—		2,160
Changes in fair value included in earnings	(320)		—
Remeasurement adjustment	(99)		—
Contingent consideration liability balance at the end of period	$	2,419	$	2,838

The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:
As of June 30, 2021 As of December 31, 2020
Fair Value Carrying Value Fair Value Carrying Value
Long-term debt (Level 2) $ 367,427 $ 363,716 $ 363,460 $ 357,536


	As of March 31, 2022				As of December 31, 2021
	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt (Level 2)	$	726,649	$	720,687	$	442,429	$	436,892

The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and the year ended December 31, ~~2020.~~2021.

We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There were no assets recorded at fair value on a non-recurring basis as of ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following table presents information about the fair value amounts of our cash flow derivative instruments:


			Derivatives as of						Derivatives as of
			June 30, 2021		December 31, 2020				March 31, 2022		December 31, 2021
		Balance Sheet Location	Fair Value		Fair Value			Balance Sheet Location	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments:	Derivatives Designated as Hedging Instruments:						Derivatives Designated as Hedging Instruments:

Interest rate swap contracts							Interest rate swap contracts	Other assets	$	39	$	—
Interest rate swap contracts	Interest rate swap contracts	Other liabilities	$	7,818	$	9,994	Interest rate swap contracts	Other liabilities	$	2,726	$	6,316
Derivatives Not Designated as Hedging Instruments:	Derivatives Not Designated as Hedging Instruments:						Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Interest rate swap contracts	Other assets	$	743	$	2	Interest rate swap contracts	Other assets	$	2,181	$	919
Interest rate swap contracts		Other liabilities	$	41	$	79
Commodity swap contracts		Other assets	$	0	$	363

Commodity swap contracts	Commodity swap contracts	Other liabilities	$	1,135	$	0	Commodity swap contracts	Other liabilities	$	4,568	$	1,962
Make-whole provisions	Make-whole provisions	Other liabilities	$	1,247	$	412	Make-whole provisions	Other liabilities	$	5,085	$	4,800

As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, all but 4 of our freestanding derivatives were designated as hedging instruments.

2019

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of income and condensed consolidated statements of comprehensive income:


				Amount of (Gain) Loss Recognized in Net Income																			Amount of Loss (Gain) Recognized in Net Income
		Location of (Gain) Loss Recognized in Net Income		Three Months Ended June 30,								Six Months Ended June 30,								Location of Loss (Gain) Recognized in Net Income			Three Months Ended March 31,
			2021			2020				2021				2020								2022			2021
Derivatives Designated as Hedging Instruments:	Derivatives Designated as Hedging Instruments:																	Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Interest rate swap contracts		Other expenses, net			$	522			$	306			$	1,045			$	405		Interest rate swap contracts	Other expenses, net			$	481			$	523
Derivatives Not Designated as Hedging Instruments:	Derivatives Not Designated as Hedging Instruments:																	Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Interest rate swap contracts	Other expenses, net		$	543			$	(11)			$	(779)			$	(1)	Interest rate swap contracts		Other expenses, net			$	(1,262)			$	(1,323)
Commodity swap contracts	Commodity swap contracts	Other expenses, net		$	1,250			$	95			1,498				47		Commodity swap contracts		Other expenses, net			$	2,606			$	248
Make-whole provisions	Make-whole provisions	Other expenses, net		$	(205)			$	655			506				470		Make-whole provisions		Other expenses, net			$	278			$	697

The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments:


	~~Six~~Three Months Ended ~~June 30, 2021~~March 31, 2022
Derivatives Designated as Hedging Instruments:
Accumulated loss in AOCI at the beginning of the period	$	~~(7,526)~~(4,733)

Unrealized gain recognized in AOCI	~~600~~2,230
Loss reclassified from AOCI to other expenses, net	~~1,045~~481
Net gain on derivatives	~~1,645~~2,711
Accumulated loss in AOCI at the end of the period	$	~~(5,881)~~(2,022)

The following tables present all of our active derivative instruments as of ~~June 30, 2021:~~March 31, 2022:

Active Interest Rate Swaps

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

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

13-Year, 0.93% Fixed

May 2020

March 2033

9,505

Not Designated

13-Year, 0.93% Fixed

May 2020

March 2033

6,968

Not Designated

15.5-Year, 5.40% Fixed

September 2008

March 2024

13,081

Designated

2.75-Year, 0.41% Fixed

December 2020

September 2023

26,250

Not Designated

Active Commodity Swaps

Effective Date

Expiration Date

Initial Notional Amount (Volume)

Commodity Measurement

Status

3.5-Year, $2.65 MMBtu Fixed

December 2020

June 2024

3,296,160

MMBtus

Not Designated

2120

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

Other Derivatives

Classification

Effective Date

Expiration Date

Fair Value ($)

Make-whole provisions

Liability

June/August 2018

December 2038

~~545~~583

Make-whole provisions

Liability

August 2016

April 2031

8977

Make-whole provisions

Liability

April 2017

February 2034

~~109~~72

Make-whole provisions

Liability

November 2020

December 2027

9056

Make-whole provisions

Liability

October 2011

May 2028

3712

Make-whole provisions

Liability

May 2021

April 2045

~~377~~319

Make-whole provisions

Liability

July 2021

March 2046

3,966

12. ~~INVESTMENT FUNDS~~VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

~~Investment Funds~~Variable Interest Entities

The table below presents a summary of amounts related to our consolidated investment funds and joint venture, which we determined meet the definition of a variable interest entity (“VIE”), as of:


		June 30,		December 31,						March 31,		December 31,
		2021(1)		2020(1)			2022 (1)	2021 (1)
Cash and cash equivalents	Cash and cash equivalents	$	5,351	$	5,828				Cash and cash equivalents	$	5,434	$	4,915
Restricted cash	Restricted cash	373		3,185					Restricted cash	776		822
Accounts receivable, net	Accounts receivable, net	817		834					Accounts receivable, net	790		656
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	2,286		968					Costs and estimated earnings in excess of billings	1,884		1,421
Prepaid expenses and other current assets	Prepaid expenses and other current assets	64		120					Prepaid expenses and other current assets	159		151
Total VIE current assets	Total VIE current assets	8,891		10,935					Total VIE current assets	9,043		7,965
Property and equipment, net	Property and equipment, net	1,266		1,266					Property and equipment, net	1,266		1,266
Energy assets, net	Energy assets, net	138,858		143,133					Energy assets, net	119,310		108,498
Operating lease assets	Operating lease assets	6,363		6,439					Operating lease assets	6,225		6,271
Restricted cash, non-current portion		383		331
Restricted cash, net of current portion									Restricted cash, net of current portion	435		418
Other assets	Other assets	117		94					Other assets	36		36
Total VIE assets	Total VIE assets	$	155,878	$	162,198				Total VIE assets	$	136,315	$	124,454
Current portions of long-term debt and financing lease liabilities	Current portions of long-term debt and financing lease liabilities	$	2,221	$	2,230				Current portions of long-term debt and financing lease liabilities	$	2,196	$	2,210
Accounts payable	Accounts payable	179		311					Accounts payable	94		47
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	482		1,092					Accrued expenses and other current liabilities	548		643
Current portions of operating lease liabilities	Current portions of operating lease liabilities	133		125					Current portions of operating lease liabilities	147		142
Total VIE current liabilities	Total VIE current liabilities	3,015		3,758					Total VIE current liabilities	2,985		3,042
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	22,261		22,822					Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	20,499		20,952
Long-term operating lease liabilities, net of current portion	Long-term operating lease liabilities, net of current portion	6,184		6,220					Long-term operating lease liabilities, net of current portion	6,630		6,558
Other liabilities	Other liabilities	858		535					Other liabilities	676		573
Total VIE liabilities	Total VIE liabilities	$	32,318	$	33,335				Total VIE liabilities	$	30,790	$	31,125

(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.	(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.					(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.

See Note 13 for additional information on the call and put ~~options.~~options related to our investment funds.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

Non-controlling Interest

Non-controlling interest represents the equity owned by the other joint venture member of a consolidated joint venture. During the three months ended March 31, 2022, the other joint venture member contributed $6,335 to this joint venture which was formed for a specific project. The project did not generate any earnings or losses during the three months ended March 31, 2022.

Equity Method Investments

Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets and our pro rata share of net income or loss is included in operating income.

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~~AMERESCO, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

The following table provides information about our equity method investments in joint ventures:


						As of						As of
						June 30, 2021		December 31, 2020				March 31, 2022		December 31, 2021
Equity method investments	Equity method investments					$	1,122	$	1,189	Equity method investments		$	9,839	$	9,206

		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020				March 31, 2022		March 31, 2021
Expense recognized		$	41	$	24	$	103	$	77
Earnings (loss) recognized										Earnings (loss) recognized		$	637	$	(62)

13. REDEEMABLE NON-CONTROLLING INTERESTS

Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment funds also include rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option.

The call options are exercisable beginning on the date that specified conditions are met for each respective fund. The ~~call option period for one of our investment funds began in March 2021. The~~ put options for the investment funds are exercisable beginning on the date that specified conditions are met for each respective fund.

We initially record our redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. At both ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 redeemable non-controlling interests were reported at their carrying values, as the carrying value at each reporting period was greater than the estimated redemption value.

~~14. EQUITY AND EARNINGS PER SHARE~~

~~Equity Offering~~

On March 9, 2021, we closed on an underwritten public offering of 2,500 shares of our Class A common stock at a public offering price of $44.00 per share. Net proceeds from the offering were $104,323, after deducting offering costs of $5,677. On March 15, 2021, we closed on the underwriters’ option to purchase 375 additional shares of Class A common stock from us, resulting in net proceeds of $15,758 after deducting offering costs of $742. We used $80,000 of the net proceeds to repay in full the outstanding U.S. dollar balance under our senior secured revolving credit facility.

In the offering, selling shareholders sold 805 shares our Class A Common Stock at a public offering price of $44.00 per share, less the underwriting discount. We did 0t receive any proceeds from the sale of the shares by the selling stockholders.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

14. EARNINGS PER SHARE

Earnings Per Share

The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
(In thousands, except per share data)	(In thousands, except per share data)	2021		2020		2021		2020		(In thousands, except per share data)	2022		2021
Numerator:	Numerator:									Numerator:
Net income attributable to common shareholders	Net income attributable to common shareholders	$	13,655	$	4,365	$	24,829	$	10,566	Net income attributable to common shareholders	$	17,384	$	11,174
Adjustment for accretion of tax equity financing fees	Adjustment for accretion of tax equity financing fees	(30)		0		(61)		0		Adjustment for accretion of tax equity financing fees	(28)		(31)
Income attributable to common shareholders	Income attributable to common shareholders	$	13,625	$	4,365	$	24,768	$	10,566	Income attributable to common shareholders	$	17,356	$	11,143
Denominator:	Denominator:									Denominator:
Basic weighted-average shares outstanding	Basic weighted-average shares outstanding	51,315		47,488		50,158		47,500		Basic weighted-average shares outstanding	51,744		48,975
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Stock options	Stock options	1,255		1,031		1,317		1,071		Stock options	1,892		1,382
Diluted weighted-average shares outstanding	Diluted weighted-average shares outstanding	52,570		48,519		51,475		48,571		Diluted weighted-average shares outstanding	53,636		50,357
Net income per share attributable to common shareholders:	Net income per share attributable to common shareholders:									Net income per share attributable to common shareholders:
Basic	Basic	$	0.27	$	0.09	$	0.49	$	0.22	Basic	$	0.34	$	0.23
Diluted	Diluted	$	0.26	$	0.09	$	0.48	$	0.22	Diluted	$	0.32	$	0.22

Potentially dilutive shares (1)	Potentially dilutive shares (1)	1,718		1,450		1,423		1,388		Potentially dilutive shares (1)	783		1,157

(1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.	(1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.									(1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.

15. STOCK-BASED COMPENSATION

We recorded stock-based compensation expense, including expense related to our employee stock purchase plan, as follows:
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Stock-based compensation expense $ 1,349 $ 430 $ 2,115 $ 859


	Three Months Ended March 31,
	2022		2021
Stock-based compensation expense	$	3,531	$	766

Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income. As of ~~June 30, 2021,~~March 31, 2022, there was ~~$29,160~~$46,295 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of ~~3.0~~4.0 years.

Stock Option Grants

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we granted ~~911~~313 common stock options to certain employees under our 2020 Stock Incentive Plan, which have a contractual life of ten years and vest over a five-year period. We did not grant awards to individuals who were not either an employee or director of ours during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

16. BUSINESS SEGMENT INFORMATION

Our reportable segments for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 were U.S. Regions, U.S. Federal, Canada, Non-Solar DG and ~~Non-Solar DG.~~All Other. On January 1, ~~2021,~~2022, we changed the structure of our internal organization and our ~~U.S. Regions~~“All Other” segment now includes our U.S.-based enterprise energy management services previously included in our ~~“All Other”~~U.S Regions segment and our U.S. Regions segment now includes U.S. project revenue and associated costs previously included in our Non-Solar DG segment. As a result, previously reported amounts have been reclassified for comparative purposes.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

Our U.S. Regions, U.S. Federal and Canada segments offer energy efficiency products and services which include the design, engineering and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions and services and the development and construction of small-scale plants that

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~~AMERESCO, INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands) (Unaudited) (Continued)~~

Ameresco owns or develops for customers that produce electricity, gas, heat or cooling from renewable sources of energy and O&M services.

Our Non-Solar DG segment sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer-owned small-scale plants.

The “All Other” category includes enterprise energy management services, other than the U.S.-based portion; consulting services, energy efficiency products and services outside of the U.S. and Canada; and the sale of solar PV energy products and systems which we refer to as integrated-PV.

These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments.

The tables below ~~presents~~present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements:

U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total Consolidated
Three Months Ended June 30, 2021
Revenues $ 109,470 $ 90,200 $ 10,874 $ 35,571 $ 27,805 $ 273,920
Interest income 34 0 0 0 0 34
Interest expense 1,325 326 240 3,000 60 4,951
Depreciation and amortization of intangible assets 4,030 1,139 484 4,937 274 10,864
Unallocated corporate activity — — — — — (10,070)
Income before taxes, excluding unallocated corporate activity 7,379 11,082 751 5,093 1,755 26,060
Three Months Ended June 30, 2020
Revenues $ 89,574 $ 84,491 $ 9,035 $ 23,129 $ 16,807 $ 223,036
Interest income 34 34 0 2 0 70
Interest expense 2,190 345 165 1,128 18 3,846
Depreciation and amortization of intangible assets 3,098 942 381 5,420 330 10,171
Unallocated corporate activity — — — — — (10,395)
Income before taxes, excluding unallocated corporate activity 5,202 9,945 516 2,906 662 19,231


	U.S. Regions		U.S. Federal		Canada		Non-Solar DG		All Other		Total Consolidated
Three Months Ended March 31, 2022
Revenues	$	314,520	$	75,646	$	17,172	$	29,261	$	37,403	$	474,002
Loss on derivatives	227		51		—		1,344		—		1,622
Interest expense, net of interest income	1,642		306		222		1,790		(7)		3,953
Depreciation and amortization of intangible assets	5,278		1,245		447		5,416		271		12,657
Unallocated corporate activity	—		—		—		—		—		(15,909)
Income before taxes, excluding unallocated corporate activity	18,218		8,886		279		7,422		2,709		37,514

Three Months Ended March 31, 2021
Revenues	$	89,244	$	102,214	$	11,643	$	25,580	$	23,521	$	252,202
Loss (gain) on derivatives	532		—		179		(1,074)		—		(363)
Interest expense, net of interest income	1,443		321		207		610		159		2,740
Depreciation and amortization of intangible assets	3,486		1,010		415		4,862		377		10,150
Unallocated corporate activity	—		—		—		—		—		(10,965)
Income before taxes, excluding unallocated corporate activity	3,239		12,030		(85)		8,772		1,645		25,601

See Note 3 for additional information about our revenues by product line.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total Consolidated
Six Months Ended June 30, 2021
Revenues $ 194,743 $ 192,414 $ 22,517 $ 65,939 $ 50,509 $ 526,122
Interest income
68 2 0 0 0 70
Interest expense (1)
3,334 650 626 2,536 203 7,349
Depreciation and amortization of intangible assets 7,605 2,149 899 9,799 561 21,013
Unallocated corporate activity — — — — — (21,230)
Income before taxes, excluding unallocated corporate activity 10,889 23,112 666 13,721 3,468 51,856
Six Months Ended June 30, 2020
Revenues $ 175,414 $ 153,236 $ 20,427 $ 45,853 $ 40,519 $ 435,449
Interest income
70 74 0 16 — 160
Interest expense (1)
3,671 1,091 337 2,173 33 7,305
Depreciation and amortization of intangible assets 5,960 1,959 772 10,707 607 20,005
Unallocated corporate activity — — — — — (20,712)
Income before taxes, excluding unallocated corporate activity 9,240 17,039 295 4,575 2,532 33,681
(1) Includes gains recognized on derivative instruments during the three months ended March 31, 2021 and 2020, which were offset by losses in the three months ended June 30, 2021 and 2020. See Note 11 for additional information.
17. OTHER EXPENSES, NET

~~See Note 3~~The following table presents the components of other expenses, net:


	Three Months Ended March 31,
	2022		2021
Loss (gain) on derivatives	$	1,622	$	(377)
Interest expense, net of interest income	4,489		2,805
Amortization of debt discount and debt issuance costs	852		747
Foreign currency transaction loss	116		495
Government incentives	2		2
Other expenses, net	$	7,081	$	3,672

18. SUBSEQUENT EVENT

In April 2022, we entered into a binding Framework Agreement Term Sheet with a battery manufacturer for ~~additional information about~~the purchase and sale of battery energy storage (“BESS”) equipment for our ~~revenues by product line.~~BESS projects at committed amounts and agreed upon delivery dates for a period of several years. The purchase and sale commitment covers BESS equipment to be used for our BESS projects. In connection with entering into the term sheet, we agreed to pay a $10,000 deposit, which will be credited against our future equipment purchases.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, ~~2020~~2021 included in our Annual Report on Form 10-K (“~~2020~~2021 Annual Report”) for the year ended December 31, ~~2020~~2021 filed on March ~~2, 2021~~1, 2022 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward looking statements include statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth and other characterizations of future events or circumstances. All statements, other than statements of historical fact, including statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to acquisition activity; the impact of any restructuring; the uses of future earnings; our intention to repurchase shares of our Class A common stock; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the results of the SEC’s investigation into our revenue recognition and compensation practices in our software-as-a-service businesses; the impact of the ongoing COVID-19 ~~pandemic;~~pandemic and supply chain disruptions and shortage of materials; our expectations related to our agreement with SCE including the impact of any delays; the impact of the U.S. Department of Commerce’s solar panel import investigation and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and similar expressions or variations. These forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Risks, uncertainties and factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Item 1A of our ~~2020~~2021 Annual Report and in Item 1A and elsewhere in this Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so and undertake no obligation to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Overview

Ameresco is a leading clean technology integrator with a comprehensive portfolio of energy efficiency and renewable energy supply solutions. We help organizations meet energy savings and energy management challenges with an integrated comprehensive approach to energy efficiency and renewable energy. Leveraging budget neutral solutions, including energy savings performance contracts (“ESPCs”) and power purchase agreements (“PPAs”), we aim to eliminate the financial barriers that traditionally hamper energy efficiency and renewable energy projects.

Drawing from decades of experience, Ameresco develops tailored energy management projects for its customers in the commercial, industrial, local, state, and federal government, K-12 education, higher education, healthcare, ~~and~~ public housing ~~sectors.~~sectors, and utilities.

We provide solutions primarily throughout North America and the U.K. and our revenues are derived principally from energy efficiency projects, which entail the design, engineering, and installation of equipment and other measures that incorporate a range of innovative technology and techniques to improve the efficiency and control the operation of a facility’s energy infrastructure; this can include designing and constructing a central plant or cogeneration system for a customer providing power, heat and/or cooling to a building, or other small-scale plant that produces electricity, gas, heat or cooling from renewable sources of energy. We also derive revenue from long-term O&M contracts, energy supply contracts for renewable energy operating assets that we own, ~~the sale of solar PV energy products and systems which we refer to as~~ integrated-PV, and consulting and enterprise energy management services.

In addition to organic growth, strategic acquisitions of complementary businesses and assets have been an important part of our growth enabling us to broaden our service offerings and expand our geographical reach. In December 2021, we completed the acquisition of Plug Smart, an Ohio-based energy services company that specializes in the development and implementation of budget neutral capital improvement projects including building controls and building automation systems. This acquisition allows us to expand our existing pipeline and solution offerings in the smart buildings sector. The pro forma effects of this acquisition were not material to our operations for the fiscal years presented.

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Key Factors and Trends

~~COVID-19 Update~~The Southern California Edison (“SCE”) Agreement

~~Fiscal year 2020 was marked~~In October 2021, we entered into a contract with ~~unrivaled global challenges,~~SCE to design and build three grid scale battery energy storage systems (“BESS”) at existing substation parcels throughout SCE’s service territory in California. The engineering, procurement and construction price is approximately $892.0 million, in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the ~~public health~~work.

We are obligated under the SCE Agreement to achieve substantial completion of all facilities, subject to extension for specified force majeure events and ~~economic downturn caused~~customer-caused delays, no later than August 1, 2022 (the “Guaranteed Completion Date”). If we fail to achieve substantial completion of any of the facilities by the ~~COVID-19 pandemic. During~~Guaranteed Completion Date, as such date may be extended, we are obligated to pay liquidated damages. In addition, we provided availability and capacity guarantees under the SCE Agreement, failure of which entitles the customer to liquidated damages. We expect a material portion of our revenue for 2022 will be generated from this SCE Agreement, and a material portion of the contract expenditures under this agreement have been and are being incurred during the first half of ~~2020, after~~2022. If we fail to achieve the milestone dates or fail to meet the availability and capacity guarantees, we may be required to pay liquidated damages and under certain circumstances SCE may have a right to terminate the agreement.

As previously disclosed, at the end of March 2022, our battery supplier for the SCE battery storage project indicated that the COVID-19 ~~was declared~~lockdowns in several regions around China were having an adverse impact on the supplier’s ability to deliver batteries on the agreed upon timeline. In addition, the supplier indicated that newly implemented Chinese transportation safety policies may cause delays in the shipment of a ~~pandemic~~portion of the batteries. Following a review of these circumstances, we provided SCE with a force majeure notice under the SCE Agreement as we determined that these circumstances may prevent us from fully completing all three BESS projects by the ~~World Health Organization, we experienced some~~August 1, 2022 Guaranteed Completion Date. Under the SCE Agreement, the occurrence of force majeure events, including certain COVID-related delays, results in ~~our project award conversions~~extensions of required completion deadlines without liquidated damages and ~~some construction slowdowns due to shelter-in-place restrictions; however,~~an increase in the ~~opportunities to reduce emissions and limit the effects of climate change remained. We responded~~contract price, subject to the ~~pandemic by ensuring~~party claiming a force majeure event being in compliance with its contractual obligations. We are engaged in continuing discussions with SCE regarding the ~~health~~applicability and ~~safety~~scope of any force majeure relief relating to these circumstances, and are also actively working with SCE, our ~~employees.~~ suppliers, and governmental agencies to mitigate delays.

COVID-19, Supply Chain Disruptions, and Other Global Factors

We ~~implemented a seamless transition~~continue to remote operations for many months, and, while following all CDC guidelines, continued front-line work at our essential facilities and the impact to our results of operations and liquidity for the year ended December 31, 2020 and continuing for the six months ended June 30, 2021 was not material.

~~Although~~monitor the impact of COVID-19 on our operations, financial results, ~~has not been material to date, the~~and liquidity. The impact to our future operations and results, however, remains uncertain and will depend on a number of factors, including, but not limited to, the emergence and spread of more transmissible variants, the overall duration and severity of the pandemic, and its impact on the global economy, our ~~customers.~~

~~The Energy Act of 2020~~

On December 27, 2020, the President signed the Consolidated Appropriations Act, 2021 into law, a legislative package that included the Energy Act of 2020, reauthorizing a number of U.S. Department of Energy programs, with a $2.3 trillion spending bill containing appropriations for fiscal year 2021, COVID-19 relief funds,customers, and ~~extensions of a number of expiring tax incentives important~~business and workforce disruptions. Infection rates and regulations continue to ~~the energy sector. It includes $35 billion~~fluctuate in ~~energy research~~various regions and development programs, a two-year extension of the 26% Investment Tax Credit (“ITC”) rate for solar power that will retain the current 26% credits for solar projects that begin construction through the end of 2022. The 26% rate for ITC for solar projects was set to expire at the end of 2020. The Energy Act of 2020 also made the Section 179D Energy Efficient Commercial Building Deduction permanent under the tax code.

~~The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”)~~

On March 27, 2020, the U.S. government enacted the CARES Act which includes modifications to the limitation on business interest expense and net operating loss provisions, and provides a payment delay of employer payroll taxes during 2020 after the date of enactment. The payment of $4.5 million of employer payroll taxes otherwise due in 2020 has been delayed with 50% due by December 31, 2021 and the remaining 50% by December 31, 2022. The CARES Act permits net operating lossesthere are ongoing global impacts resulting from the ~~2018, 2019,~~pandemic that may persist, including challenges and ~~2020 tax years to be carried back to the previous five tax years (beginning with the earliest year first).~~increases in costs for logistics and supply chains, such as increased port congestion, and intermittent supplier delays as well as shortage of certain components needed for our business, such as lithium-ion battery cells for our energy storage products. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we ~~received approximately $4.0 million in federal income tax refunds~~experienced supply chain disruptions, including as a result of COVID-19, causing delays in the ~~carryback provisions~~timely delivery of material to customer sites and delays and disruptions in the ~~CARES Act~~completion of certain projects, including those pursuant to the SCE Agreement. This negatively impacted our results of operations during the three months ended March 31, 2022. We expect the trends of supply challenges to continue for the remainder of this year. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our ~~ability~~business as appropriate to ~~utilize Alternative Minimum Tax Credits.~~address the challenges presented from these conditions. For example, in April 2022, we entered into a binding framework agreement term sheet with a battery manufacturer for the purchase and sale of battery energy storage (“BESS”) equipment for our BESS projects at committed amounts and agreed upon delivery dates for a period of several years. The purchase and sale commitment covers BESS equipment to be used for our BESS projects and assets. In connection with entering into the term sheet, we agreed to pay a $10 million deposit which will be credited against our future equipment purchases.

In March 2022, the US Department of Commerce announced that it is investigating if certain solar cell and panel imports from Malaysia, Vietnam, Thailand and Cambodia are circumventing anti-dumping and countervailing duty orders. We do not expect that this investigation will have a material impact on our business in the near term, as we have a stockpile of solar panels from a large purchase several years ago. However, the investigation and any resulting duties and tariffs imposed may disrupt the solar panel supply chain, increase the cost for solar cells and panels and ultimately impact the demand for clean energy solutions. We are monitoring the investigation closely.

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Climate Change and Effects of Seasonality

The global emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency. The sustainability efforts are impacted by regulations, and changes in the regulatory climate may impact the demand for our products and offerings. See “Our business depends in part on federal, state, provincial and local government support for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors of our 2021 Annual Report.

Climate change also brings risks, as the impacts have caused us to experience more frequent and severe weather interferences, and this trend may continue. We are subject to seasonal fluctuations and construction cycles, particularly in climates that experience colder weather during the winter months, such as the northern United States and Canada, and climates that experience extreme weather events, such as wildfires, storms or flooding, or at educational institutions, where large projects are typically carried out during summer months when their facilities are unoccupied. In addition, government customers, many of which have fiscal years that do not coincide with ours, typically follow annual procurement cycles and appropriate funds on a fiscal-year basis even though contract performance may take more than one year. Further, government contracting cycles can be affected by the timing of, and delays in, the legislative process related to government programs and incentives that help drive demand for energy efficiency and renewable energy projects. As a result, our revenues and operating income in the third and fourth quarter are typically higher, and our revenues and operating income in the first quarter are typically lower, than in other quarters of the ~~year.~~year, however, this may become harder to predict with the potential effects of climate change. As a result of such fluctuations, we may occasionally experience declines in revenues or earnings as compared to the immediately preceding quarter, and comparisons of our operating results on a period-to-period basis may not be meaningful.

Our annual and quarterly financial results are also subject to significant fluctuations as a result of other factors, many of which are outside our control. See “Our business is affected by seasonal trends and construction cycles, and these trends and cycles could have an adverse effect on our operating results.” in Item 1A, Risk Factors of our 2020 Annual Report.

Stock-based Compensation

During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we granted ~~910,500~~312,500 common stock options to certain employees under our 2020 Stock Incentive Plan. As a result, our unrecognized stock-based compensation expense increased from ~~$12.1~~$41.1 million at December 31, ~~2020~~2021 to ~~$29.2~~$46.3 million at ~~June 30, 2021~~March 31, 2022 and ~~we anticipate our stock-based compensation expense~~is expected to ~~increase~~be recognized over ~~the next three~~a weighted-average period of four years. See Note 15 “Stock-based Compensation” for additional information.

Backlog and Awarded Projects

Backlog is an important metric for us because we believe strong order backlogs indicate growing demand and a healthy business over the medium to long term, conversely, a declining backlog could imply lower demand.

The following table presents our backlog:


	As of March 31,
(In Thousands)	2022		2021
Project Backlog
Fully-contracted backlog	$	1,342,150	$	787,815
Awarded, not yet signed customer contracts	1,754,050		1,521,160
Total project backlog	$	3,096,200	$	2,308,975
12-month project backlog	$	1,154,400	$	607,000

O&M Backlog
Fully-contracted backlog	$	1,211,620	$	1,126,895
12-month O&M backlog	$	73,400	$	64,360

Our $892 million SCE Agreement was entered into in October 2021 and significantly increased our fully-contracted backlog for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. We anticipate that the SCE Agreement will be an important driver of our results in 2022.

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~~Backlog and Awarded Projects~~

~~The following table presents our backlog:~~
As of June 30,
(In Thousands) 2021 2020
Project Backlog
Fully-contracted backlog $ 781,190 $ 1,017,715
Awarded, not yet signed customer contracts 1,429,710 1,201,910
Total project backlog $ 2,210,900 $ 2,219,625
12-month project backlog $ 606,490 $ 612,400
O&M Backlog
Fully-contracted backlog $ 1,121,230 $ 1,133,470
12-month O&M backlog $ 67,010 $ 62,010

Total project backlog represents energy efficiency projects that are active within our sales cycle. Our sales cycle begins with the initial contact with the customer and ends, when successful, with a signed contract, also referred to as fully-contracted backlog. Our sales cycle recently has been averaging 18 to 42 months. Awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the ~~subcontractor,~~subcontractors, what equipment will be used, and assist in arranging for third party financing, as applicable. Recently, awarded projects have been taking an average of 12 to 24 months to result in a signed contract and convert to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract ~~becomes~~is executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period.

Our O&M backlog represents expected future revenues under signed multi-year customer contracts for the delivery of O&M services, primarily for energy efficiency and renewable energy construction projects completed by us for our customers.

We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog. See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” in Item 1A, Risk Factors in our ~~2020~~2021 Annual Report.

Assets in Development

Assets in development, which represents the potential design/build project value of small-scale renewable energy plants that have been awarded or for which we have secured development rights, were estimated at ~~$1,126.3~~$1.3 billion and $1.1 billion at March 31, 2022 and 2021, respectively. The portion of that total related to spending for Energy as a Service assets was approximately $60.0 million and ~~$752.5~~$70.0 million ~~as of June 30,~~at March 31, 2022 and 2021, ~~and 2020,~~ respectively.

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This is another important metric because it helps us gauge our future capacity to generate electricity or deliver renewable gas fuel which contributes to our recurring revenue stream.

Results of Operations

The following tables set forth certain financial data from the condensed consolidated statements of income for the periods indicated:


		Three Months Ended June 30,													Three Months Ended March 31,
		2021				2020				Year-Over-Year Change					2022				2021				Year-Over-Year Change
(In Thousands)	(In Thousands)	Amount		% of Revenues		Amount		% of Revenues		Dollar Change		% Change		(In Thousands)	Amount		% of Revenues		Amount		% of Revenues		Dollar Change		% Change
Revenues	Revenues	$	273,920	100.0	%	$	223,036	100.0	%	$	50,884	22.8	%	Revenues	$	474,002	100.0	%	$	252,202	100.0	%	$	221,800	87.9	%
Cost of revenues	Cost of revenues	220,598		80.5	%	183,528		82.3	%	37,070		20.2	%	Cost of revenues	405,624		85.6	%	205,293		81.4	%	200,331		97.6	%
Gross profit	Gross profit	53,322		19.5	%	39,508		17.7	%	13,814		35.0	%	Gross profit	68,378		14.4	%	46,909		18.6	%	21,469		45.8	%
Selling, general and administrative expenses	Selling, general and administrative expenses	31,882		11.6	%	26,620		11.9	%	5,262		19.8	%	Selling, general and administrative expenses	39,692		8.4	%	28,601		11.3	%	11,091		38.8	%
Operating income	Operating income	21,440		7.8	%	12,888		5.8	%	8,552		66.4	%	Operating income	28,686		6.1	%	18,308		7.3	%	10,378		56.7	%
Other expenses, net	Other expenses, net	5,450		2.0	%	4,052		1.8	%	1,398		34.5	%	Other expenses, net	7,081		1.5	%	3,672		1.5	%	3,409		92.8	%
Income before income taxes	Income before income taxes	15,990		5.8	%	8,836		4.0	%	7,154		81.0	%	Income before income taxes	21,605		4.6	%	14,636		5.8	%	6,969		47.6	%
Income tax benefit		(1,896)		(0.7)	%	—		—	%	(1,896)		(100.0)	%
Income tax (benefit) provision														Income tax (benefit) provision	2,307		0.5	%	2,205		0.9	%	102		4.6	%
Net income	Net income	17,886		6.5	%	8,836		4.0	%	$	9,050	102.4	%	Net income	19,298		4.1	%	12,431		4.9	%	$	6,867	55.2	%
Net income attributable to redeemable non-controlling interest		(4,231)		(1.5)	%	(4,471)		(2.0)	%	240		5.4	%
Net (income) loss attributable to redeemable non-controlling interest														Net (income) loss attributable to redeemable non-controlling interest	(1,914)		(0.4)	%	(1,257)		(0.5)	%	(657)		(52.3)	%
Net income attributable to common shareholders	Net income attributable to common shareholders	$	13,655	5.0	%	$	4,365	2.0	%	$	9,290	212.8	%	Net income attributable to common shareholders	$	17,384	3.7	%	$	11,174	4.4	%	$	6,210	55.6	%

		Six Months Ended June 30,
		2021				2020				Year-Over-Year Change
		Amount		% of Revenues		Amount		% of Revenues		Dollar Change		% Change
Revenues		$	526,122	100.0	%	$	435,449	100.0	%	$	90,673	20.8	%
Cost of revenues		425,891		80.9	%	357,495		82.1	%	68,396		19.1	%
Gross profit		100,231		19.1	%	77,954		17.9	%	22,277		28.6	%
Selling, general and administrative expenses		60,483		11.5	%	55,544		12.8	%	4,939		8.9	%
Operating income		39,748		7.6	%	22,410		5.1	%	17,338		77.4	%
Other expenses, net		9,122		1.7	%	9,441		2.2	%	(319)		(3.4)	%
Income before provision from income taxes		30,626		5.8	%	12,969		3.0	%	17,657		136.1	%
Income tax provision (benefit)		309		0.1	%	(2,503)		(0.6)	%	2,812		112.3	%
Net income		30,317		5.8	%	15,472		3.6	%	$	14,845	95.9	%
Net income attributable to redeemable non-controlling interest		(5,488)		(1.0)	%	(4,906)		(1.1)	%	(582)		(11.9)	%
Net income attributable to common shareholders		$	24,829	4.7	%	$	10,566	2.4	%	$	14,263	135.0	%

~~Our results of operations for the three and six months ended June 30, 2021 reflect year-over-year growth in terms of revenues, operating income, and net income attributable to common shareholders.~~ All financial result comparisons made below are against the same prior year period unless otherwise noted.

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Our ~~strong operating~~ results ~~were~~of operations for the three months ended March 31, 2022 are due to the following:

•Revenues: total revenues for the three months ended ~~June 30, 2021~~March 31, 2022 increased over ~~2020~~2021 primarily due to a ~~$36.3~~$212.7 million, or ~~23%~~118%, increase in our project revenues primarily attributed to the timing of revenue ~~with contributions across~~recognized as a ~~number~~result of ~~geographies and markets, and an $8.2~~the phase of active projects versus the prior year, including our SCE battery storage project, a $5.1 million, or ~~28%~~15%, increase in our energy asset revenue attributed to the continued growth of our operating portfolio, strong renewable gas production, and higher pricing on renewable identification numbers (“RINs”) generated from certain non-solar distributed generation assets in ~~operation. Revenues for the six months ended June 30, 2021 increased over 2020 primarily due to~~operation and a ~~$72.6~~$1.8 million ~~or 24%,~~ increase in ~~our project revenue and a $13.3 million, or 23% increase in our energy asset revenue for the same reasons noted above.~~O&M revenue.

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•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above. ~~The increase in~~Gross profit increased due to increased revenue, however, our gross profit as a ~~percentage~~percent of ~~revenue increased as~~revenues decreased due to the lower margin on our ~~revenue mix continued to shift towards our higher margin Energy Assets business.~~SCE battery storage project.

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended ~~June 30, 2021~~March 31, 2022 increased over ~~2020~~2021 primarily due to higher net salaries and benefits of ~~$4.7 million. This increase is primarily due to higher health insurance costs driven by~~$7.3 million as a result of increased headcount and an increase in ~~employee claims. SG&A~~non-cash stock compensation expense. The increase is also attributed to higher miscellaneous expenses ~~for the six months ended June 30, 2021 increased over 2020 primarily due higher net salaries and benefits~~related to a settlement of ~~$5.5 million for the same reasons noted above.~~an outstanding legal proceeding.

•Other Expenses, Net: Other expenses, net, includes gains and losses from derivatives transactions, foreign currency transactions, interest expense, interest income, amortization of financing costs and certain government incentives. Other expenses, net for the three months ended ~~June 30, 2021~~March 31, 2022 increased over ~~2020~~2021 primarily due to ~~higher mark to market losses realized from~~a loss on derivatives of ~~$0.9~~$1.6 million ~~lower government incentive income~~compared to a gain of ~~$0.6~~$0.4 million ~~offset by lower~~in the prior year and higher interest expenses of ~~$0.6~~$1.7 million related to ~~a lower revolver balance~~an increase in amounts outstanding on our senior secured ~~credit~~debt facility. Other expenses, net for the six months ended June 30, 2021 decreased from 2020 primarily due to lower interest expenses of $2.3 million partially offset by higher mark to market losses realized from derivatives of $0.7 million, lower government incentive income of $0.6 million, and increased amortization of financing costs of $0.3 million.

•Income before Income Taxes: the increase in income before income taxes is due to reasons described above.

•Income Tax ~~Provision~~ (Benefit): Provision: the provision for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by permanent and temporary differences between financial accounting and tax reporting requirements. The effective tax rate was lower in ~~2021~~2022 as compared to ~~2020~~2021 primarily due to higher investments in solar projects eligible for the ~~ITC,~~investment tax credit, higher availability of the Section 179D deduction on energy improvements on government owned buildings, and higher compensation deductions related to employee stock option exercises.

•Net Income and Earnings Per Share: Net income attributable to common shareholders increased due to the reasons described above. Basic earnings per share for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~$0.27,~~$0.34, an increase of ~~$0.18~~$0.11 per share compared to the same period of ~~2020.~~2021. Diluted earnings per share for ~~2021~~2022 was ~~$0.26, an increase~~$0.32, a decrease of ~~$0.17~~$0.10 per share compared to last year. The equity offering in March 2021 increased the weighted average shares outstanding by 2,875,000, which lowered basic and diluted earnings per share by $0.01 per share. The results for the three months ended June 30, 2021 and 2020 reflect a non-cash downward adjustment of $4.2 million and $4.5 million, respectively, related to non-controlling interest activities.

For the six months ended June 30, 2021 basic earnings per share was $0.49, an increase of $0.27 per share compared to 2020, and diluted earnings per share was $0.48, an increase of $0.26 per share compared to last year. The equity offering increased the weighted average shares outstanding by approximately 1,792,000, which lowered basic and diluted earnings per share by $0.02 per share. Earnings per share in the remaining quarters of this year, may continue to be impacted because the weighted average shares outstanding in the year-to-date calculations will reflect a greater proportion of the 2,875,000 shares sold. The results for the six months ended June 30, 2021 and 2020 reflect a non-cash downward adjustment of $5.5 million and $4.9 million, respectively, related to non-controlling interest activities.

Business Segment Analysis

Revenues


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended March 31,
(In Thousands)	(In Thousands)	2021		2020		Dollar Change		% Change		2021		2020		Dollar Change		% Change		(In Thousands)	2022		2021		Dollar Change		% Change
U.S. Regions	U.S. Regions	$	109,470	$	89,574	$	19,896	22.2	%	$	194,743	$	175,414	$	19,329	11.0	%	U.S. Regions	$	314,520	$	89,244	$	225,276	252.4	%
U.S. Federal	U.S. Federal	90,200		84,491		5,709		6.8		192,414		153,236		39,178		25.6		U.S. Federal	75,646		102,214		(26,568)		(26.0)
Canada	Canada	10,874		9,035		1,839		20.4		22,517		20,427		2,090		10.2		Canada	17,172		11,643		5,529		47.5
Non-Solar DG	Non-Solar DG	35,571		23,129		12,442		53.8		65,939		45,853		20,086		43.8		Non-Solar DG	29,261		25,580		3,681		14.4
All Other	All Other	27,805		16,807		10,998		65.4		50,509		40,519		9,990		24.7		All Other	37,403		23,521		13,882		59.0
Total revenues	Total revenues	$	273,920	$	223,036	$	50,884	22.8	%	$	526,122	$	435,449	$	90,673	20.8	%	Total revenues	$	474,002	$	252,202	$	221,800	87.9	%

All revenue comparisons made below relate to the three-month period and are against the same prior year period unless otherwise noted.

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~~All financial result comparisons made below relate to both the three and six month periods and are against the same prior year period unless otherwise noted.~~

•U.S. Regions: the increase is primarily due to ana $222.8 million increase in project ~~revenues~~revenue attributable to the timing of revenue recognized as a result of the phase of active projects, including our SCE battery storage projects, versus the prior year, and higher energy asset revenue attributed to the growth and performance of our solar asset portfolio.

•U.S. Federal: the ~~increase~~decrease is primarily due to ~~an increase~~a $27.9 million decrease in project revenue ~~attributable~~due to the timing of revenue recognized as a result of the phase of active projects which ~~benefited from accelerated timing of certain approvals and progress on customized equipment.~~were impacted by supply chain delays.

•Canada: the increase is primarily due to ana $5.0 million increase in project revenues attributable to the timing of revenue recognized as a result of the phase of active projects ~~combined with favorable foreign exchange rates.~~versus the prior year.

•Non-Solar DG: the increase is primarily attributed to higher energy asset revenues of $3.5 million resulting from the continued growth of our operating portfolio, increased renewable gas production levels and higher pricing on RINs generated from certain non-solar distributed generation assets in operation.

•All Other: All other revenues ~~for the three months ended June 30, 2021~~ increased over ~~2020~~2021 primarily due to ana $12.8 million increase in project revenues ~~combined with favorable foreign exchange rates in~~as a result of the ~~United Kingdom~~phase of active projects versus the prior year and ana $2.2 million increase in integrated-PV revenues. All other revenues for the six months ended June 30, 2021 increased over 2020 primarily due to an increase in project revenues combined with favorable foreign exchange rates in the United Kingdom.revenue.

Income before Taxes and Unallocated Corporate Activity


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended March 31,
(In Thousands)	(In Thousands)	2021		2020		Dollar Change		% Change		2021		2020		Dollar Change		% Change		(In Thousands)	2022		2021		Dollar Change		% Change
U.S. Regions	U.S. Regions	$	7,379	$	5,202	$	2,177	41.8	%	$	10,889	$	9,240	$	1,649	17.8	%	U.S. Regions	$	18,218	$	3,239	$	14,979	462.5	%
U.S. Federal	U.S. Federal	11,082		9,945		1,137		11.4		23,112		17,039		6,073		35.6		U.S. Federal	8,886		12,030		(3,144)		(26.1)
Canada	Canada	751		516		235		45.5		666		295		371		125.8		Canada	279		(85)		364		(428.2)
Non-Solar DG	Non-Solar DG	5,093		2,906		2,187		75.3		13,721		4,575		9,146		199.9		Non-Solar DG	7,422		8,772		(1,350)		(15.4)
All Other	All Other	1,755		662		1,093		165.1		3,468		2,532		936		37.0		All Other	2,709		1,645		1,064		64.7
Unallocated corporate activity	Unallocated corporate activity	(10,070)		(10,395)		$	325	3.1		(21,230)		(20,712)		$	(518)	(2.5)		Unallocated corporate activity	(15,909)		(10,965)		$	(4,944)	(45.1)
Income before taxes	Income before taxes	$	15,990	$	8,836	$	7,154	81.0	%	$	30,626	$	12,969	$	17,657	136.1	%	Income before taxes	$	21,605	$	14,636	$	6,969	47.6	%

All income before taxes and unallocated corporate activity comparisons made below relate to the three month period and are against the same prior year period unless otherwise noted.

•U.S. Regions: the increase is primarily due to the increase in revenues described above, ~~and lower interest expense,~~ partially offset by higher ~~net~~ salaries and ~~benefits.~~benefits and other expenses.

•U.S. Federal: the ~~increase~~decrease is primarily due to the ~~increase~~decrease in revenues described above.

•Canada: the increase is primarily due to the increase in ~~revenues~~revenue described ~~above.~~above, partially offset by higher salaries and benefits.

•Non-Solar DG: the ~~increase~~decrease is primarily due to the higher contribution attributed to the increase in higher margin energy asset revenue described above. For the three months ended June 30, 2021, the increases were partially offset by a $1.9 million increase in interest expenses, primarily due to mark to market losses ~~realized~~ on ~~derivatives.~~derivatives and higher interest expenses.

•All Other: the increase is primarily due to ~~higher~~the increase in revenues ~~noted~~described above.

•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the segments. We do not allocate any indirect expenses to the segments. Corporate activity increased primarily due to higher net salaries and benefit costs and increased ~~insurance costs,~~professional fees, partially offset by lower interest expenses.

Liquidity and Capital Resources

Overview

Since inception, we have funded operations primarily through cash flow from operations, advances from Federal ESPC projects, our senior secured credit facility, and various forms of other debt. In addition, in March 2021, we completed an underwritten public offering of 2,875,000 shares of our Class A Common Stock, for total net proceeds of $120.1 million. See ~~below,~~ Note 7 “Debt and Financing Lease Liabilities”~~, and Note 14 “Equity and Earnings per Share”~~ for additional information.

Working capital requirements, which can be susceptible to fluctuations during the year due to seasonal demands, generally result from revenue growth, our solar equipment purchase patterns, the timing of funding under various contracts, or advances from Federal ESPC projects, and payment terms for receivables and payables.

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We expect to incur additional expenditures in connection with the following activities:

•equity investments, project asset acquisitions and business acquisitions that we may fund from time to time

•capital investment in current and future energy assets

•material, equipment, and other expenditures for our SCE battery storage project, particularly during the first half of 2022

We regularly monitor and assess our ability to meet funding requirements. We believe that cash and cash equivalents, working capital and availability under our revolving senior secured credit facility, combined with our right (subject to lender consent) to increase our revolving credit facility by $100.0 million, and our general access to credit and equity markets, will be sufficient to fund our operations through at least ~~August 2022~~May 2023 and thereafter. We expect to fund significant working capital expenditures for our SCE battery storage project. However, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate and that we can meet our capital requirements during these uncertain times. This may include limiting discretionary spending across the organization and re-prioritizing our capital projects amid times of political unrest, the evolution of the COVID-19 ~~pandemic.~~pandemic, the duration of supply challenges, and the rate and duration of the inflationary pressures.

Sources of Liquidity

Senior Secured Credit Facility

On March 9, 2021, we closed on an underwritten public offering of 2,500,000 shares of our Class A Common Stock at a public offering price of $44.00 per share. Net proceeds from the offering were $104.3 million, after deducting offering costs. On March 15, 2021, we closed on the underwriters’ option to purchase 375,000 additional shares of Class A common stock from us, resulting in net proceeds of $15.8 million, after deducting offering costs. In the offering, selling shareholders sold 805,000 shares of our Class A Common Stock at a public offering price of $44.00 per share, less the underwriting discount. We did not receive any proceeds from the sale of the shares by the selling stockholders. We used $80.0 million of the net proceeds to repay in full the outstanding U.S. dollar balance under our senior secured revolving credit facility. We intend to use the remaining proceeds for general corporate purposes, including potential tack on acquisitions, working capital and capital expenditures.

~~On June 22, 2021,~~4, 2022, we entered into ~~an amendment to our~~the fifth amended and restated senior secured ~~revolving~~ credit facility, ~~with three banks~~ which increased the aggregate amount of total commitments from $245.0 million to $495.0 million. This amendment increased the aggregate amount of the revolving ~~commitment by the lenders under the credit facility~~commitments from ~~$115.0~~$180.0 million to ~~$180.0 million. The amendment also~~$200.0 million, increased the existing term loan A to $75.0 million, and extended the maturity date of the revolving commitment and term loan A from June 28, 2024 to March 4, 2025. In addition, it added a delayed draw term loan A for up to $220.0 million through a September 4, 2023 maturity date, increased the total funded debt to EBITDA covenant ratio from a maximum of ~~3.25~~3.50 to ~~3.50, and decreased~~4.50 for the ~~Eurocurrency rate floor from 1% to 0%. At~~quarter ended March 31, 2022; 4.25 for the quarter ending June 30, ~~2021,~~2022, 4.00 for the quarters ending September 30, 2022 and December 31, 2022; and 3.50 thereafter. The amendment also specified the debt service coverage ratio to be less than 1.5 and increased our limit under an energy conversation project financing to $650.0 million, which provides us with flexibility to grow our federal business further. As of March 31, 2022, the balance on the senior secured term loans was $275.0 million, the balance on the senior secured revolving credit facility was $121.0 million, and we had funds available of $47.3 million.

Project Financing

We have entered into a number of construction and term loan agreements for the purpose of constructing and owning certain renewable energy plants. While we are required under generally accepted accounting principles (“GAAP”) to reflect these loans as liabilities on our consolidated balance sheets, they are generally non-recourse and not direct obligations of Ameresco, Inc. As of March 31, 2022, our construction and term loans outstanding were $237.2 million, and we had funds of ~~$141.2 million were available for borrowing under this facility.~~

During the six months ended June 30, 2021, a lender increased its commitment by the remaining $15.0 million available under a term loan and we received net proceeds of $14.8 million. The quarterly payments consist of $1.25 million in principal plus an additional principal prepayment based on project cash flows in addition to interest to be paid through the earlier of maturity, March 2026, or when the principal balance is paid in full. The balance of this term loan as of June 30, 2021 was $46,988.

During the six months ended June 30, 2021, we also closed on $14.0 million in funding for four additional projects under a construction revolver and drew an additional $5.1 million for existing projects. The balance of this construction revolver at June 30, 2021 was $34.0 million and funds of $65.7 million were available for borrowing under this facility. We also have funds of $24.1$98.1 million available for borrowing under ~~another~~two of these non-recourse construction ~~revolver. In July 2021, two projects financed~~revolvers.

On April 29, 2022, a wholly-owned subsidiary of ours executed a joinder agreement to the 1.74% construction revolver, which added it as an additional borrower under ~~this revolver failed to achieve commercial operations date (“COD”) on~~the master construction loan agreement, and at closing, we borrowed $9.8 million for a ~~timely basis; however, we received a limited waiver~~solar and ~~an extension of COD for both projects from our lender, which cured the resulting event of default retroactively.~~storage project.

We also utilize long-term financing facilities, accounted for as failed sale ~~lease-backs,~~leasebacks, to finance our solar PV energy assets. ~~In June 2021,~~During the three months ended March 31, 2022, we sold and leased back ~~one~~ energy ~~asset~~assets for ~~$25.7~~$12.6 million in cash under our ~~August 2018 facility~~two long-term financing facilities and at ~~June 30, 2021,~~March 31, 2022, approximately ~~$284.9~~$231.9 million remained available under ~~this~~these lending ~~commitment. In July 2021, we entered into an amendment to our December 2020~~commitments. This long-term financing ~~facility which increased our maximum commitment from $4.5 million to $23.6 million~~facilities expire in June 30, 2022 and ~~extended the end date of the agreement to December 31, 2021.~~

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Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities:


		Six Months Ended June 30,							Three Months Ended March 31,
(In Thousands)	(In Thousands)	2021		2020		$ Change		(In Thousands)	2022		2021		$ Change
Cash flows from operating activities	Cash flows from operating activities	$	(96,483)	$	(73,594)	$	(22,889)	Cash flows from operating activities	$	(276,122)	$	(38,724)	$	(237,398)
Cash flows from investing activities	Cash flows from investing activities	(105,751)		(78,700)		(27,051)		Cash flows from investing activities	(57,733)		(56,479)		(1,254)
Cash flows from financing activities	Cash flows from financing activities	196,924		142,406		54,518		Cash flows from financing activities	355,400		112,383		243,017
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	315		(457)		772		Effect of exchange rate changes on cash	(196)		330		(526)
Total net cash flows	Total net cash flows	$	(4,995)	$	(10,345)	$	5,350	Total net cash flows	$	21,349	$	17,510	$	3,839

Our service offering also includes the development, construction, and operation of small-scale renewable energy plants. Small-scale renewable energy projects, or energy assets, can either be developed for the portfolio of assets that we own and operate or designed and built for customers. Expenditures related to projects that we own are recorded as cash outflows from investing activities. Expenditures related to projects that we build for customers are recorded as cash outflows from operating activities as cost of revenues.

Cash Flows from Operating Activities

Our cash flows from operating activities decreased from last year primarily due to an increase of ~~$125.1~~$160.9 million in ~~Federal ESPC receivables,~~unbilled revenue (costs and estimated earnings in excess of billings) due to the timing of when certain projects are invoiced, including our SCE battery storage project, a decrease of $57.8 million in accounts payable, accrued expenses and other current liabilities, and a $56.4 million increase in accounts receivable when compared to ~~$89.8 million in 2020, which is consistent with~~ the increase in our U.S. Federal revenues. Our operating cash flows reflect the Federal ESPC receivables as outflows as revenue is recognized during the construction or installation of projects and do not reflect any inflows from advances received from third-party lenders, which are recorded as cash inflows from financing activities. This was partially offset by higher net income of $30.3 million compared to $15.5 million last year. During the six months ended June 30, 2021, we also received a federal income tax refund of approximately $4.0 million as a result of the CARES Act which permitted us to carry our 2018 operating loss back to previous years and utilize Alternative Minimum Tax Credits.prior year period.

Cash Flows from Investing Activities

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 we invested ~~$104.3~~$56.8 million in purchases of energy assets compared to ~~$77.2~~$55.8 million in ~~2020.~~2021.

We currently plan to invest approximately ~~$115~~$170 million to ~~$165~~$220 million in additional capital expenditures during the remainder of ~~2021,~~2022, principally for the construction or acquisition of new renewable energy plants, the majority of which ~~will be funded~~we expect to fund with project finance debt.

Cash Flows from Financing Activities

Our primary sources of financing ~~in 2021~~for the three months ended March 31, 2022 were gross proceeds from long-term debt of $286.7 million, net proceeds from our ~~equity offering of $120.1 million, of which $80.0 million was used to pay our~~ senior secured ~~revolving credit facility, net proceeds from Federal ESPC projects and energy assets~~revolver of ~~$70.0~~$76.0 million, and net proceeds from long-term debt financings of $64.9 million, partially offset by net payments on our senior secured revolving credit facility of $28.1 million and payments on long-term debt of $33.7 million.

~~Our primary sources of financing in 2020 were~~ net proceeds received from Federal ESPC projects and energy assets of ~~$135.1 million, net proceeds from our senior secured credit facility of $16.0 million, net proceeds from long-term debt financings of $14.2~~$66.7 million, partially offset by payments on long-term debt of ~~$25.9~~$77.4 million.

Our primary sources of financing for the three months ended March 31, 2021 were net proceeds from our equity offering of $120.2 million, net proceeds received from Federal ESPC projects and energy assets of $33.5 million, net proceeds from long-term debt financings of $30.8 million, partially offset by net payments from our senior secured credit facility of $53.1 million, and payments on long-term debt of $19.1 million.

We currently plan additional project financings of approximately ~~$85~~$160 million to ~~$135~~$205 million during the remainder of ~~2021~~2022 to fund the construction or the acquisition of new renewable energy plants as discussed above.

Critical Accounting Policies and Estimates

Preparing our consolidated financial statements in accordance with GAAP involves us making estimates and assumptions that affect reported amounts of assets and liabilities, net sales and expenses, and related disclosures in the accompanying notes at the date of our financial statements. We base our estimates on historical experience, industry and market trends, and on various other assumptions that we believe to be reasonable under the circumstances. However, by their nature, estimates are subject to various assumptions and uncertainties, and changes in circumstances could cause actual results to differ from these estimates, sometimes materially.

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Income Taxes

We have reviewed all tax positions taken as of ~~June 30, 2021~~March 31, 2022 and ~~added a $0.2 million item for an~~there were no additional uncertain ~~state~~ tax ~~position in~~positions taken during the three months ended ~~June 30, 2021. Including that adjustment, we~~March 31, 2022. We believe our current tax reserves are adequate to cover all known tax uncertainties. ~~We are evaluating The American Rescue Plan Act of 2021 passed into law on March 11, 2021 and at this time do not believe it will have a material impact on our accounting for income taxes.~~

Other than as noted above, there have been no material changes in our critical accounting estimates from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2020~~2021 Form 10-K. In addition, refer to Note 2 “Summary of Significant Accounting Policies” for updates to critical accounting policies.

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies” for a discussion of recent accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of ~~June 30, 2021,~~March 31, 2022, there have been no significant changes in market risk exposures that materially affected the quantitative and qualitative disclosures as described in Item 7A to our ~~2020 Annual Report.~~2021 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report, or the evaluation date. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, after evaluating the effectiveness of our disclosure controls and procedures as of the evaluation date, concluded that as of the evaluation date, our disclosure controls and procedures were effective at a reasonable ~~level of assurance.~~assurance level.

Changes in Internal Control over Financial Reporting

~~There~~During the three months ended March 31, 2022, we implemented a new Enterprise Resource Planning (“ERP”) system. In connection with this ERP implementation, we are updating and will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We do not believe this implementation has had or will have a material adverse effect on our internal control over financial reporting.

Except as disclosed above, there were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary conduct of our business we are subject to periodic lawsuits, investigations, and claims. Although we cannot predict with certainty the ultimate resolution of such lawsuits, investigations and claims against us, we do not believe that any currently pending or threatened legal proceedings to which we are a party will have a material adverse effect on our business, results of operations or financial condition.

For additional information about certain proceedings, please refer to Note 9, Commitments and Contingencies, to our condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

Item 1A. Risk Factors

Our business is subject to numerous risks, a number of which are described below and under “Risk Factors” in Part I, Item 1A of our ~~2020~~2021 Annual Report. ~~We caution you that~~

You should carefully consider these risks together with the ~~following important factor, among others,~~other information set forth in this report, which could ~~cause~~materially affect our ~~actual results~~business, financial condition and future results. The risks described in Part I, Item 1A of our 2021 Annual Report and below are not the only risks we face. Risks and uncertainties not currently known to ~~differ materially from those expressed in forward-looking statements made by~~ us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

We may be impacted by macroeconomic conditions such as supply chain challenges, a shortfall of certain products needed for our business, and inflationary pressures.

Global trade conditions that originated during the COVID-19 pandemic continue to persist and have been exacerbated by the war in Ukraine. These conditions may also have long-lasting adverse impact on us and our industries independently of the progress of the pandemic. For example, pandemic-related issues have exacerbated port congestion and intermittent supplier shutdowns and delays, resulting in additional expenses to expedite delivery of critical equipment. These conditions, combined with an increased demand for certain products needed for our business, such as lithium-ion battery cells and solar panels has created a shortfall of and increased costs for these products, which has caused challenges and delays in our projects and may impact the profitability of our projects. We cannot predict the duration or direction of current global trends or their sustained impact. If we experience unfavorable global market conditions, our business, prospects, financial condition, and operating results may be harmed.

The loss of SCE, which is one of our most significant customers, or our failure to perform on our ~~behalf~~contract with SCE in ~~filings~~accordance with ~~the SEC, press releases, communications with investors and oral statements. Any or all~~its terms could adversely affect us.

We expect that a material portion of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below and in our 2020 Annual Reportrevenue for 2022 will be ~~important in determining future results. Consequently,~~generated from the SCE Agreement. The SCE Agreement and related purchase orders obligate us to achieve certain substantial completion milestone dates (as they may be extended) for the facilities no forward-looking statement can be guaranteed. Actual future results may differ materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether aslater than August 1, 2022, and for at least two years thereafter meet specified availability and capacity guarantees. As a result of ~~new information, future~~COVID-19 shutdowns and newly implemented Chinese transportation safety policies resulting in delays in the batteries needed for the project, we have provided a force majeure notice to SCE. Certain events, ~~or otherwise, except~~such as delays due to COVID-19 constitute force majeure events under the SCE Agreement and, subject to the ~~extent required by applicable law. You should, however, consult any further disclosure we make~~party that is claiming a force majeure event being in ~~our reports filed~~compliance with its obligations, allows for the ~~SEC.~~

~~A failure~~extension of ~~our information technology (“IT”)~~the August 1, 2022 completion date. The SCE Agreement also requires us to expend significant capital, and ~~data security infrastructure, or~~ if we ~~experience cyber security incidents~~are unable to fund such capital needs on acceptable terms, on a timely basis, or ~~have a vulnerability or other deficiency in cybersecurity,~~at all, this could adversely impact ~~our business and operations.~~

~~We rely upon~~ the ~~capacity, reliability and security of our IT and data security infrastructure and our ability to expand and continually update this infrastructure in response to~~construction timeline under the ~~changing needs of our business. As we implement new systems, they may not perform as expected. We also face the challenge of supporting our older systems and implementing necessary upgrades.~~agreement. If we ~~experience~~fail to satisfy certain milestone obligations, fail to come to an agreement with SCE of appropriate extensions of these milestones or fail to meet the availability and capacity guarantees, we may be subject to liquidated damages and under certain circumstances SCE may have a ~~problem with~~right to terminate the ~~functioning~~agreement. The requirement to pay liquidated damages or the loss of ~~an important IT system or a security breach of our IT systems, including during system upgrades and/or new system implementations, the resulting disruptions~~business from SCE could have ana material adverse effect on our reputation, business or results of operations.

Our business depends in part on federal, state, provincial, and local government support for energy efficiency and renewable energy, and a decline in such support or the imposition of additional taxes, tariffs, duties or other assessments on renewable energy or the equipment necessary to generate or deliver it, could harm our business.

We depend in part on legislation and ~~certain~~government policies that support energy efficiency and renewable energy projects that enhance the economic feasibility of our ~~third-party vendors receive~~energy efficiency services and ~~store personal information~~small-scale renewable energy projects. This support includes legislation and regulations that authorize and regulate the manner in ~~connection~~which certain governmental entities do business with ~~our human resources operations and other aspects~~us; encourage or subsidize governmental procurement of our ~~business. Despite~~services; encourage or in some cases require other customers to procure power from renewable or low-emission sources, to reduce their electricity use or otherwise to procure our ~~implementation of security measures, our IT systems are vulnerable to damages from computer viruses, natural disasters, unauthorized access, cyber-attack~~services; and other similar disruptions, and we have experienced such incidents in the past. Any system failure, accident or security breach could result in disruptions to our operations. A material network breach in the security of our IT systems could include the theft of our intellectual property, trade secrets, customer information, human resources information or other confidential matter. Although past incidents have not had a material impact on our business operations or financial performance, to the extent that any disruptions or security breach results in a loss or damage to our data, or an inappropriate disclosure of confidential, proprietary or customer information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against the Company and ultimately harm our business. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. See the discussion of GDPR in the risk factor captioned “We are subject to various privacy and consumer protection laws” in our 2020 Annual Report for an example of new regulations impacting IT risk.

In addition, numerous and evolving cybersecurity threats, including advanced and persistent cyberattacks, phishing and social engineering schemes, particularly on internet applications, could compromise the confidentiality, availability, and integrity of data in our systems. The security measures and procedures we and our customers have in place to protect sensitive data and other information may not be successful or sufficient to counter all data breaches, cyberattacks, or system failures. Although we devote resources to our cybersecurity programs and have implemented security measures to protect our systems and data, and to prevent, detect and respond to data security incidents, there can be no assurance that our efforts will prevent these threats.

Because the techniques used to obtain unauthorized access, or to disable or degrade systems, change frequently, have become increasingly more complex and sophisticated, and may be difficult to detect for periods of time, we may not anticipate these acts or respond adequately or timely. As these threats continue to evolve and increase, we may be required to devote significant

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provide us with tax and other incentives that reduce our costs or increase our revenues. In addition, the U.S. government generally has not taken action to materially burden the international supply chain, which has been important to the development of renewable energy facilities at acceptable prices. Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy or the imposition of additional ~~resources~~taxes, tariffs, duties or other assessments on renewable energy or the equipment necessary to generate or deliver it, such as antidumping and countervailing duty rates that could be put in ~~order~~place as a result of the U.S. Department of Commerce's investigation into an antidumping and countervailing duties circumvention claim on solar cells and panels supplied from Malaysia, Vietnam, Thailand and Cambodia could result in, among other things, the lack of a satisfactory market for the development and/or financing of renewable energy projects, or adversely impact our ability to ~~modify~~complete projects for existing customers and ~~enhance~~obtain project commitments from new customers. Due to the uncertainty in the regulatory and legislative processes, we cannot determine the effect any such legislation and regulation may have on our ~~security controls~~products and operations

Failure of third parties to ~~identify~~manufacture quality products or provide reliable services in a timely manner or at prices that are acceptable to us could cause delays in the delivery of our services and ~~remediate~~completion of our projects, which could damage our reputation, have a negative impact on our relationships with our customers and adversely affect our growth.

Our success depends on our ability to provide services and complete projects in a timely manner, which in part depends on the ability of third parties to provide us with timely and reliable products and services at acceptable prices. In providing our services and completing our projects, we rely on products that meet our design specifications and components manufactured and supplied by third parties, as well as on services performed by subcontractors. We also rely on subcontractors to perform substantially all of the construction and installation work related to our projects; and we often need to engage subcontractors with whom we have no experience for our projects. We, our subcontractors and other third parties have been impacted by the global supply chain delays as well as quarantine and other restrictions imposed because of the COVID-19 pandemic. This has resulted in and may continue to result in delays in our ability to provide our services and complete our projects in a timely manner. In addition, some of the third parties we engage for our design, construction and operation projects operate internationally and our reliance on their products and services may be impacted by economic, political, and labor conditions in those regions as well as the uncertainty caused by the evolving relations between the United States and these regions, including China.

For example, we are dependent on the continued supply of lithium-ion battery cells for our energy storage products, and we will require substantially more cells to grow our battery storage business based on our current plans. Currently, we rely on limited number of suppliers for these cells. Any disruption in the supply of battery cells from our suppliers could limit our growth for projects involving battery energy storage. In addition, the cost and mass production of battery cells, depends in part upon the prices and availability of raw materials such as lithium, nickel, cobalt and/or other metals. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials. As a result of increased global production of energy storage products and electric vehicles, suppliers of these raw materials may be unable to meet our volume or timing needs. Any reduced availability of these materials may adversely impact our access to battery cells and our growth, and any ~~security vulnerabilities.~~increases in their prices may reduce our profitability if we cannot recoup such costs in our project pricing. Moreover, our inability to meet demand may harm our brand, growth, prospects and operating results.

If any of our subcontractors are unable to provide services that meet or exceed our customers’ expectations or satisfy our contractual commitments, our reputation, business and operating results could be harmed. In addition, if we are unable to avail ourselves of warranty and other contractual protections with providers of products and services, we may incur liability to our customers or additional costs related to the affected products and components, which could have a material adverse effect on our business, financial condition, and operating results. Moreover, any delays, malfunctions, inefficiencies, or interruptions in these products or services could adversely affect the quality and performance of our solutions and require considerable expense to establish alternate sources for such products and services. This could cause us to experience difficulty retaining current customers and attracting new customers, and could harm our brand, reputation, growth, and operating results.

Item 2. Unregistered Sales of Equity and Use of Proceeds

Stock Repurchase Program

We did not repurchase any shares of our common stock under our stock repurchase program authorized by the Board of Directors on April 27, 2016 (the “Repurchase Program”) during the three months ended ~~June 30, 2021.~~

March 31, 2022. Under the Repurchase Program, we are authorized to repurchase up to $17.6 million of our Class A common stock. As of ~~June 30, 2021,~~March 31, 2022, there were shares having a dollar value of approximately $5.9 million that may yet be purchased under the Repurchase Program.

Stock repurchases may be made from time to time through the open market and privately negotiated transactions. The amount and timing of any share repurchases will depend upon a variety of factors, including the trading price of our Class A common stock, liquidity, securities laws restrictions, other regulatory restrictions, potential alternative uses of capital, and market and economic conditions. The Repurchase Program may be suspended or terminated at any time without prior notice and has no expiration date.

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Item 6. Exhibits

Exhibit Index

Exhibit
Number

Description

10.1

~~Amendment No. 2 to Fourth~~Fifth Amended and Restated Credit ~~and Security~~ Agreement dated ~~June 22, 2021~~as of March 4, 2022 among Ameresco, Inc., certain ~~guarantors party thereto, certain~~of its subsidiaries, the lenders ~~party thereto from time to time~~(as defined therein), BOFA Securities, Inc. as sole lead arranger and sole bookrunner and Bank of America, N.A. as ~~Administrative Agent.~~administrative agent . Filed as Exhibit ~~10.1~~10 .1 to our Current Report on Form 8-K dated March 4, 2022 and filed with the Commission on ~~June 24, 2021~~March 4, 2022 (file no. 001-34811) and incorporated herein by reference.

31.1*

Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*

The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~June 30, 2021,~~March 31, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

**Furnished herewith.

~~+ Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.~~

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERESCO, INC.

Date:

~~August~~May 3, ~~2021~~2022

By:

/s/ Spencer Doran Hole

Spencer Doran Hole

Senior Vice President and Chief Financial Officer
(duly authorized and principal financial officer)

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	As of June 30, 2021		As of December 31, 2020
Gross carrying amount	$	27,378	27,240
Accumulated amortization	26,609		26,313
Intangible assets, net	$	769	$	927


	As of June 30,
(In Thousands)	2021		2020
Project Backlog
Fully-contracted backlog	$	781,190	$	1,017,715
Awarded, not yet signed customer contracts	1,429,710		1,201,910
Total project backlog	$	2,210,900	$	2,219,625
12-month project backlog	$	606,490	$	612,400

O&M Backlog
Fully-contracted backlog	$	1,121,230	$	1,133,470
12-month O&M backlog	$	67,010	$	62,010