Debt and Financing Lease Liabilities | DEBT AND FINANCING LEASE LIABILITIES Debt was comprised of the following: As of December 31, 2024 2023 Senior secured credit facility, 7.90%, due January 2024 to December 2028 (1) (2) (8) $ 148,000 $ 279,900 Second lien term loan, 10.57%, due June 2029 (1) (2) (8) 100,000 — Energy Asset Construction Facilities June 2020, 6.14%, due March 2025 (2) (8) $ 20,385 $ 20,705 April 2023, 6.82%, due July 2024 — 134,415 August 2023, 8.53%, due December 2027 (1) (2) (8) 318,824 278,858 August 2023, 6.33%, due February 2024 — 36,270 Subtotal energy asset construction facilities $ 339,209 $ 470,248 Energy Asset Operating Facilities October 2011 fixed rate 6.11% due June 2028 (5) $ 1,417 $ 1,976 October 2012 variable rate 7.22%, due June 2025 (4) (8) 31,660 34,453 September 2015 variable rate 6.54%, due March 2028 (4) (8) 13,271 13,747 August 2016 fixed rate 4.95%, due June 2031 (4) 1,813 2,253 April 2017 fixed rate 5.61%, due February 2034 (4) 1,128 1,348 June 2017 variable rate 7.14%, due December 2027 (4) (8) 4,944 7,158 June 2018 fixed rate 5.15%, due December 2038 (2) (4) 18,883 21,063 June 2018 variable rate 6.74%, due June 2033 (2) (8) (3) 5,500 6,592 October 2018 variable rate 7.20%, due October 2029 (2) (8) (5) 5,264 6,145 November 2020 fixed rate 3.58%, due December 2027 (4) 1,400 2,004 June 2021 fixed rate 4.92%, due June 2045 (4) 3,154 3,489 July 2021 fixed rate 3.25%, due March 2046 (2) (4) 33,214 35,090 July 2021 variable rate 8.34%, due July 2030 (2) (4) (8) — 2,140 June 2022 fixed rate 5.45%, due March 2042 (2) (4) 5,942 6,395 October 2022 fixed rate 6.70%, due August 2039 (2) (4) 362,583 349,093 March 2023 fixed rate 5.99%, due, December 2047 (2) (4) 21,290 21,984 August 2023 seller's promissory note, 5.00%, due January 2024 — 28,294 August 2023 fixed rate 5.83%, due April 2047 (2) 12,290 3,520 April 2024 fixed rate 6.20%, due June 2042 (2) (4) 89,846 — April 2024 fixed rate 8.00%, due June 2042 (2) (4) 12,566 — February 2024 variable rate 6.33%, due April 2030 (2) (4) 34,605 — Various Enerqos financing facilities 13,934 17,786 Subtotal energy asset operating facilities $ 674,704 $ 564,530 Sale-leasebacks August 2018 master sale-leaseback, 0.00% to 1.86%, due July 2039 to December 2049 (3) (6) $ 205,565 $ 163,504 December 2020 master sale-leaseback, 0.00%, due December 2040 to March 2043 (4) (6) 21,111 22,194 August 2024 master sale-leaseback, 0.00%, due August 2034 to August 2044 (2) (4)(6) 172,694 — Subtotal sale-leasebacks $ 399,370 $ 185,698 Financing Leases (7) $ 12,904 $ 13,928 Total debt and financing leases $ 1,674,187 $ 1,514,304 Less: current maturities, net of unamortized discount 149,363 322,247 Less: unamortized discount and debt issuance costs 40,924 21,982 Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 1,483,900 $ 1,170,075 (1) Facility has interest at varying rates monthly or quarterly in arrears. (2) These agreements have acceleration causes that, in the event of default, as defined, the payee has the option to accelerate payment terms and make the remaining principal and the required interest balance due according to the agreement. (3) Facility is payable in semi-annual installments. (4) Facility is payable in quarterly installments. (5) Facility is payable in monthly installments. (6) These agreements are sale-leaseback arrangements and are accounted for as failed sales under the guidance and are classified as financing liabilities. See Note 8. (7) Financing leases are sale-leaseback arrangements under previous guidance and do not include approximately $10,862 in future interest payments as of December 31, 2024 and $12,468 as of December 31, 2023. See Note 8. (8) These agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest. The following table presents the aggregate maturities of long-term debt and financing leases as of December 31, 2024: 2025 $ 149,363 2026 78,201 2027 395,886 2028 206,115 2029 167,686 Thereafter 676,936 Total maturities $ 1,674,187 Senior Secured Credit Facility - Revolver and Term Loans During the years ended December 31, 2023 and 2024, we entered into a number of amendments to the fifth amended and restated senior secured credit facility. At December 31, 2023 and 2024 (unless further amended as noted below), the major terms of the senior secured credit facility were as follows: • the aggregate amount of total commitments was $495,000, • the aggregate amount of the revolving commitments was $200,000, • the aggregate amount of the delayed draw term loan A (“DDTLA”) commitment was $220,000, • increased the existing term loan A to $75,000, • extended the maturity date of the DDTLA and modified the payment schedule such that the last payment was due on April 15, 2024, • a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0, • increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 3.75 for the quarter ending December 31, 2023, and 3.50 thereafter, • the overall rate table for all loans under the current agreement was also increased by 0.25%, • the maximum indebtedness incurred under an energy conservation project financing reverted back to $650,000, • the revolving credit facility may be increased up to an additional $100,000 in increments of at least $25,000 at the approval of lenders, subject to certain conditions, and • a covenant was also added that required Ameresco to use commercially reasonable efforts assuming normal market conditions to raise and, by April 15, 2024, close on a minimum of $100,000 equity or subordinated debt financing if the Cathode site under the Southern California Edison (“SCE”) contract does not achieve substantial completion by January 31, 2024, which was not achieved. Net proceeds from such financing would be required to be used to repay outstanding amounts on the senior secured credit facility. We are the sole borrower under the credit facility. The obligations under the credit facility are guaranteed by certain of our direct and indirect wholly owned domestic subsidiaries and are secured by a pledge of all of Ameresco’s and such subsidiary guarantors’ assets, other than the equity interests of certain subsidiaries and assets held in non-core subsidiaries (as defined in the agreement). On April 10, 2024, we entered into amendment number five to the fifth amended and restated senior secured credit facility to extend the maturity date of the DDTLA from April 15, 2024 to August 15, 2024. The amendment also included the following modifications: • principal installments on the DDTLA of $5,000 at closing of the amendment and $7,500 each on or before May 15, 2024, June 15, 2024, and July 15, 2024, with the balance of $7,500 due on August 15, 2024, • the date by which we shall use commercially reasonable efforts to raise $100,000 in equity or subordinated debt financing was changed from April 15, 2024 to May 15, 2024. On June 28, 2024, we entered into amendment number six to the fifth amended and restated senior secured credit facility to modify certain of the covenants and other terms to permit us to enter into the second lien credit agreement (as defined below) and to incur indebtedness and make certain other conforming changes in connection with our entry into the second lien credit agreement. The remaining balance on the DDTLA of $15,000 was paid off with the proceeds from the second lien credit agreement. On January 23, 2025, we refinanced our term loan and revolving credit facility by enteri ng into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the lenders party thereto. At closing we paid approximately $2,000 in lender’s fees. The restated credit amendment replaces and extends Ameresco's existing credit agreement dated March 4, 2022, and subsequently amended (the “Original Credit Agreement”). The Restated Credit Agreement refinance the credit facilities under the Original Credit Agreement and replaced it with the following facilities: • a $225,000 revolving credit facility, maturing on December 28, 2028, and • a $100,000 term loan A, maturing on December 28, 2028. The revolver may be increased by up to an additional $100,000 at Ameresco's option if lenders are willing to provide such increased commitments, subject to certain conditions. The table below sets forth amounts outstanding under the senior secured credit facility: Rate as of December 31, 2024 As of December 31, 2024 2023 Revolving credit facility 7.99 % $ 135,000 $ 139,900 Term loan A 6.96 % 13,000 75,000 Delayed draw term loan A — % — 65,000 Total senior secured credit facility outstanding 148,000 279,900 Less: unamortized debt discount and debt issuance costs (177) (884) Total senior secured credit facility outstanding, net $ 147,823 $ 279,016 As of December 31, 2024, funds of $21,099 were available for borrowing under the revolving credit facility and we had $14,554 in letters of credit outstanding. We expect to use the remaining funds available under the credit facility for general corporate purposes, including permitted acquisitions, refinancing of existing indebtedness and working capital. The interest rate for borrowings under the credit facility is based on (i) each term loan shall bear interest at the term SOFR for such interest period plus the applicable rate for such facility; (ii) each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable rate; (iii) each alternative currency daily rate loan shall bear at a rate per annum equal to the alternative currency daily rate plus the applicable rate; (iv) each alternative currency term rate loan shall bear interest at a rate per annum equal to the alternative currency term rate for such interest period plus the applicable rate; and (v) each swingline loan shall bear interest at a rate per annum equal to the base rate plus the applicable rate. The revolving credit facility does not require amortization of principal. The term loan requires quarterly principal payments of $1,250 which began in the first quarter of 2024, with the balance due at maturity. All borrowings may be paid before maturity in whole or in part at our option without penalty or premium, other than reimbursement of any breakage and deployment costs in the case of LIBOR borrowings. The credit facility limits Ameresco’s and our subsidiaries’ ability to, among other things: incur additional indebtedness; incur liens or guarantee obligations; merge, liquidate or dispose of assets; make acquisitions or other investments; enter into hedging agreements; pay dividends and make other distributions and engage in transactions with affiliates, except in the ordinary course of business on an arms’ length basis. Under the credit facility, Ameresco and our core domestic subsidiaries may not invest cash or property in, or loan to, our non-core subsidiaries in aggregate amounts exceeding 49% of our consolidated stockholders’ equity. In addition, we and our core subsidiaries must maintain a ratio of total funded debt to EBITDA and a debt service coverage ratio as noted above. Any failure to comply with the financial or other covenants of the credit facility would not only prevent us from being able to borrow additional funds, but would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility, to terminate the credit facility, and enforce liens against the collateral. The credit facility also includes several other customary events of default, including a change in control of Ameresco, permitting the lenders to accelerate the indebtedness, terminate the credit facility, and enforce liens against the collateral. For purposes of our senior secured facility, EBITDA, as defined, excludes the results of certain renewable energy projects that we own and for which financing from others remains outstanding; total funded debt, as defined, includes amounts outstanding under both the term loan and revolver portions of the senior secured credit facility plus other indebtedness, but excludes limited recourse indebtedness of project company subsidiaries; and debt service, as defined, includes principal and interest payments on the indebtedness included in total funded debt other than principal payments on the revolver portion of the facility. Second Lien Credit Facility - Term Loan On June 28, 2024, we entered into a second lien credit agreement which provided a term loan in a principal amount of $100,000 with a maturity date of June 28, 2029. The term loan bears an interest rate of SOFR (4.692% at December 31, 2024), plus an applicable margin of 5.875% per annum. Interest is payable quarterly and unpaid interest and principal is due in the aggregate on June 28, 2029. As of December 31, 2024, we incurred $5,124 in lenders fees and debt issuance costs. Proceeds from this term loan in the amount of $82,105 and $15,000 were used to pay towards our revolving credit facility and the outstanding portion of the DDTLA, respectively, under our senior secured credit facility at closing. Energy Asset Construction Facilities June 2020 Construction Revolver, 6.14%, due March 2025 In June 2020, we entered into a revolving construction loan agreement with a bank, with an aggregate borrowing capacity of $100,000 for use in financing the construction cost of our owned projects. During the year ended December 31, 2024, we entered into an amendment to extend this revolver and the current maturity date is March 2025. During the year ended December 31, 2024, we drew down $9,356 under this revolver and as of December 31, 2024, $20,385 was outstanding and $79,615 was available for borrowing. March 2023 Construction Credit Facility, 2.00% On March 31, 2023, we entered into a credit agreement for a construction facility with a total commitment of CAD$100,000 which has an availability period of five years. As of December 31, 2024, no funds were drawn under this facility. During the availability period the loans will bear interest at a fixed rate of 2.00% and during the operating period the rate will range from 1.00% to 3.00% as set forth in the agreement. The maturity date is the earlier of twenty years from project commencement date or one year prior to the termination date of the last remaining energy services agreements. April 2023 Construction Credit Facility, 6.82%, due July 2024 On April 18, 2023, one of our consolidated joint venture subsidiaries (“JV”) entered into a construction loan agreement with two lenders for a principal amount of up to $140,844 under an energy asset credit facility. At the closing, the JV drew down $90,921 for construction of an energy asset. We acquired the remaining interest in this JV in January 2024 when we closed on the acquisition of BCE. On July 31, 2024, we executed an extension on this facility updating the maturity date from July 31, 2024 to August 16, 2024. In connection with the August 2024 Sale-leaseback, as disclosed in Note 8, the loan was repaid in the amount of $140,844 when the energy asset project achieved provisional acceptance. August 2023 Construction Credit Facility, 8.53%, due December 2027 On August 18, 2023, we entered into a construction and development loan agreement which provides a loan in a principal amount of up to $300,000. At the closing, we drew down $200,000 under this facility, of which approximately $187,000 was used to reimburse Ameresco for development and construction costs. Prior to the amendment described below, the loan bore interest at a rate of 4.00% plus the greater of (i) Term SOFR for a one-month tenor and (ii) the 10-year United States treasury rate and a fee equal to 0.250% of any unused committed principal amount. The loan matured on August 31, 2026, with a one-year extension option that could be exercised if certain circumstances are met, including payment of a $3,000 extension fee. On December 18, 2024 we amended the 2023 construction and development loan agreement to increase the principal amount from $300,000 up to $400,000, extend the maturity date to December 15, 2027, and set a minimum rate of interest at 6.00% and a Term SOFR Floor of 2.00%. Additionally, an accordion option was added that would increase the principal amount to $500,000, for which we paid a $250 accordion option fee. The accordion option can be exercised no later than eighteen During the year ended December 31, 2024, we drew down $178,117 under this facility. As of December 31, 2024, $312,612 was outstanding, net of unamortized debt discount and issuance costs of $6,212. The obligations under the loan are guaranteed by all the related subsidiaries and are secured by the subsidiaries’ assets as well as our equity interest in the borrower entity and in the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the construction and development loan. Energy Asset Operating Facilities October 2022 Financing Facility, 6.70%, due August 2039 On May 31, 2023, we entered into the first amendment to the October 2022 loan agreement that increased the original commitment of $125,000 by an additional $90,000 to $215,000 and at closing we drew down the $90,000. The first amendment also contained the following amended terms: • The loan bears interest on the unpaid principal amount thereof from the date made through repayment at an interest rate of 6.38% per annum compared to the original rate of 6.50%. • The loan maturity date was changed from October 26, 2037 to May 31, 2038 On September 28, 2023, we amended and restated this facility to increase the maximum commitment from $215,000 to $500,000, to continue existing loans to project companies, to add certain renewable natural gas project companies to the loan portfolio, and to provide that additional wholly- and majority-owned project companies may be added to the loan portfolio subject to certain conditions. At the closing of the amendment and restatement, we drew down an additional $135,544 under the loan, which was used to pay transaction costs, reimburse project costs incurred by us, make other permitted distributions to Ameresco, and to fund the required reserve accounts. Subject to certain conditions, the facility allows for additional draws to be made up to the remaining principal amount to fund the construction and operation of renewable natural gas projects owned and operated by the project companies. The amendment and restatement also contained the following amended terms: • The loan bears interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% internal rate of return (“IRR”) on funds borrowed under the facility, or the facility discharge date which was extended to August 31, 2049. • The loan maturity date was changed from May 31, 2038 to August 31, 2039 • All borrowings may be paid before maturity in whole or in part at RNG Holdings’ option after August 30, 2027 provided that the lender’s IRR is achieved, and against a prepayment of 102% of par for prepayments between August 31, 2027 and August 31, 2029 and 101% of par for prepayments between September 1, 2029 and August 30, 2031. No call premium applies for payments after August 30, 2031. At closing, we incurred lender’s fees of $509, which was recorded as debt discount, and $305 in debt issuance costs which were expensed in interest and other expenses, net during the year ended December 31, 2023. During the year ended December 31, 2024, we drew down an additional $38,280 under this facility. As of December 31, 2024, $361,666 was outstanding, net of unamortized debt discount and issuance costs of $917. March 2023 Term Shelf Notes 5.99%, due December 2047 under July 2021 Financing Facility On March 28, 2023, three senior secured notes (“Shelf Notes”) due December 31, 2047 were issued under our shelf facility, with gross proceeds of $22,625. The Shelf Notes bear interest at a fixed rate of 5.99% per annum and are payable quarterly commencing June 30, 2023. At closing, we incurred $282 in lender fees and debt issuance costs. In connection with the Shelf Notes, we recorded a derivative instrument for make-whole provisions with an initial value of $3,123, which was recorded as a debt discount. April 2024 Term Shelf Notes 6.20% and 8.00%, due June 30, 2042 under July 2021 Financing Facility On April 5, 2024, an omnibus amendment and reaffirmation agreement was executed with reference to the note purchase and private shelf agreement, dated as of July 27, 2021, and two new series B notes (first lien and second lien) were authorized in the amounts of $92,512 and $12,657, with a maturity date of June 30, 2042. Gross proceeds from the initial issuance on April 5, 2024 were $83,282 and $12,292 with the remainder of $9,595 issued on August 8, 2024 upon achieving certain permitting-related and other administrative conditions. The notes bear interest at fixed rates of 6.20% and 8.00%, respectively, per annum and the interest is payable quarterly and commenced September 30, 2024. At closing, we incurred $1,359 in lenders fees and debt issuance costs. Proceeds from the initial closing in the amount of $86,462 were used to pay a portion of the August 2023 construction credit facility. In connection with these notes, we recorded two derivative instruments for make-whole provisions with initial values of $8,733 and $647, respectively, which were recorded as debt discount. September 2015 Variable Rate Term Loan, 6.54% , due March 2028 On March 30, 2023, we entered into an amended and restated financing agreement (“Amended Agreement”) with the existing bank that extended the maturity date of the loan from March 30, 2023 to March 28, 2028. The Amended Agreement consists of a term loan of $14,084, an incremental term loan of $359 and a letter of credit of $899. The term loan bears interest at a variable rate, with interest payments due in quarterly installments. The rate at December 31, 2024 was 6.54% per annum. The remaining principal balance and unpaid interest is due March 28, 2028. As a result of this refinancing, we entered into a new interest rate swap contract with an initial notional amount of $14,084 and termination date of December 31, 2040. See Note 19 Derivative Instruments and Hedging Activities for additional information on this new swap contract. Debt Instruments - Energy Project Asset Acquisitions August 2023 Construction Revolver, 6.85% , due February 2024 and Seller’s Promissory Note, 5.00%, due January 2024 In connection with the acquisition of an energy asset on August 4, 2023 as discussed in Note 7, $46,694 was financed through a seller’s note and we assumed a construction loan in the amount of $36,270. The seller’s note in the amount of $29,441 was paid off in January 2024. On February 26, 2024, the construction loan in the amount of $36,270 was converted into the term loan described below. February 2024 Variable Rate Term Loan, 6.33%, due April 2030 On February 26, 2024 we converted the $36,270 construction loan into a term loan that bears a base SOFR interest rate of 6.33% at December 31, 2024, and an applicable margin of 1.635% per annum for four years after the term conversion date and 1.76% per annum for the following two years. The interest and principal are paid quarterly commencing on March 31, 2024. We failed to achieve the final conditions required to convert the term loan on or prior to June 30, 2024. We received a waiver and met the final conditions on August 14, 2024 and the current and non-current debt was classified accordingly at December 31, 2024. January 2024, Seller’s Promissory Note, 5.0%, due November 2024 |