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 March 31, 2021

OR

☐						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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 ☑			Non-accelerated filer  o			Smaller reporting company ☐
Emerging growth company  ☐						(Do not check if a smaller reporting 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 April 30, 2021
Class A Common Stock, $0.0001 par value per share			AMRC			33,270,425
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 March 31, 2021 (Unaudited) and December 31, 2020						1
Condensed Consolidated Statements of Income for the three months ended March 31, 2021 and 2020 (Unaudited)						3
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020 (Unaudited)						4
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the three months ended March 31, 2021 and 2020 (Unaudited)						5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020 (Unaudited)						6
Notes to Condensed Consolidated Financial Statements (Unaudited)						8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						24
Item 3. Quantitative and Qualitative Disclosures About Market Risk						31
Item 4. Controls and Procedures						31
PART II - OTHER INFORMATION
Item 1. Legal Proceedings						32
Item 1A. Risk Factors						32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						32
Item 6. Exhibits						33
Signatures						34

---

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)

			March 31, 2021						December 31, 2020
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (1)			$	80,971					$	66,422
Restricted cash (1)			24,869						22,063
Accounts receivable, net of allowance of $2,310 and $2,266, respectively (1)			113,095						125,010
Accounts receivable retainage, net			32,071						30,189
Costs and estimated earnings in excess of billings (1)			179,474						185,960
Inventory, net			8,527						8,575
Prepaid expenses and other current assets (1)			26,753						26,854
Income tax receivable			5,446						9,803
Project development costs			14,573						15,839
Total current assets (1)			485,779						490,715
Federal ESPC receivable			459,347						396,725
Property and equipment, net (1)			8,804						8,982
Energy assets, net (1)			765,122						729,378
Goodwill, net			58,812						58,714
Intangible assets, net			847						927
Operating lease assets (1)			41,484						39,151
Restricted cash, non-current portion			10,507						10,352
Other assets (1)			18,047						15,307
Total assets (1)			$	1,848,749					$	1,750,251
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities (1)			$	71,770					$	69,362
Accounts payable (1)			202,123						230,916
Accrued expenses and other current liabilities (1)			40,297						41,748
Current portions of operating lease liabilities (1)			5,680						6,106
Billings in excess of cost and estimated earnings			30,211						33,984
Income taxes payable			1,501						981
Total current liabilities (1)			351,582						383,097
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)			268,411						311,674
Federal ESPC liabilities			473,882						440,223
Deferred income taxes, net			4,474						2,363
Deferred grant income			8,167						8,271
Long-term operating lease liabilities, net of current portion (1)			37,718						35,300
Other liabilities (1)			35,992						37,660
Commitments and contingencies (Note 9)
Redeemable non-controlling interests, net			39,668						38,850

(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2021 and December 31, 2020 of $159,136 and $162,198, respectively. Includes non-recourse liabilities of consolidated VIEs at March 31, 2021 and December 31, 2020 of $32,614 and $33,335, respectively. See Note 12.

1

---

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

			March 31, 2021						December 31, 2020
			(Unaudited)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2021 and December 31, 2020			$	—					$	—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,367,720 shares issued and 33,265,925 shares outstanding at March 31, 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 March 31, 2021 and December 31, 2020			2						2
Additional paid-in capital			267,864						145,496
Retained earnings			379,533						368,390
Accumulated other comprehensive loss, net			(6,759)						(9,290)
Treasury stock, at cost, 2,101,795 shares at March 31, 2021 and December 31, 2020			(11,788)						(11,788)
Total stockholders’ equity			628,855						492,813
Total liabilities, redeemable non-controlling interests and stockholders’ equity			$	1,848,749					$	1,750,251

See notes to condensed consolidated financial statements.

2

---

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share amounts) (Unaudited)

			Three Months Ended March 31,
			2021						2020
Revenues			$	252,202					$	212,413
Cost of revenues			205,293						173,967
Gross profit			46,909						38,446
Selling, general and administrative expenses			28,601						28,924
Operating income			18,308						9,522
Other expenses, net			3,672						5,389
Income before income taxes			14,636						4,133
Income tax provision (benefit)			2,205						(2,503)
Net income			12,431						6,636
Net income attributable to redeemable non-controlling interests			(1,257)						(435)
Net income attributable to common shareholders			$	11,174					$	6,201
Net income per share attributable to common shareholders:
Basic			$	0.23					$	0.13
Diluted			$	0.22					$	0.13
Weighted average common shares outstanding:
Basic			48,975						47,384
Diluted			50,357						48,497

See notes to condensed consolidated financial statements.

3

---

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)

			Three Months Ended March 31,
			2021						2020
Net income			$	12,431					$	6,636
Other comprehensive income (loss):
Unrealized gain (loss) from interest rate hedges, net of tax effect of $719 and $(1,187)			2,118						(3,465)
Foreign currency translation adjustments			413						(2,312)
Total other comprehensive income (loss)			2,531						(5,777)
Comprehensive income			14,962						859
Comprehensive gain attributable to redeemable non-controlling interests			(1,257)						(435)
Comprehensive income attributable to common shareholders			$	13,705					$	424

See notes to condensed consolidated financial statements.

4

---

Table of Contents

AMERESCO, INC.

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

For the Three Months Ended March 31, 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			—						280,611						—						—						—						2,474						—						—						—						—												2,474
Stock-based compensation expense			—						—						—						—						—						429						—						—						—						—												429
Open market purchase of common shares			—						(455)						—						—						—						—						—						—						455						(6)												(6)
Unrealized loss from interest rate hedges, net			—						—						—						—						—						—						—						(3,465)						—						—												(3,465)
Foreign currency translation adjustment			—						—						—						—						—						—						—						(2,312)						—						—												(2,312)
Distributions to redeemable non-controlling interests			(112)						—						—						—						—						—						—						—						—						—												—
Net income			435						—						—						—						—						—						6,201						—						—						—												6,201
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
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

See notes to condensed consolidated financial statements.

5

---

Table of Contents

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

			Three Months Ended March 31,
			2021						2020
Cash flows from operating activities:
Net income			$	12,431					$	6,636
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation of energy assets, net			9,686						9,299
Depreciation of property and equipment			833						833
Accretion of ARO liabilities			24						21
Amortization of debt discount and debt issuance costs			747						660
Amortization of intangible assets			80						179
Provision for bad debts			3						49
Net gain from derivatives			(377)						(223)
Stock-based compensation expense			766						429
Deferred income taxes			1,410						(1,217)
Unrealized foreign exchange loss			19						212
Changes in operating assets and liabilities:
Accounts receivable			15,535						(14,161)
Accounts receivable retainage			(1,844)						(4,445)
Federal ESPC receivable			(65,973)						(39,946)
Inventory, net			48						7
Costs and estimated earnings in excess of billings			6,544						12,181
Prepaid expenses and other current assets			(726)						1,233
Project development costs			1,259						(3,224)
Other assets			(538)						8
Accounts payable, accrued expenses and other current liabilities			(19,333)						(17,241)
Billings in excess of cost and estimated earnings			(3,973)						(956)
Other liabilities			(226)						(586)
Income taxes payable			4,881						(1,388)
Cash flows from operating activities			(38,724)						(51,640)
Cash flows from investing activities:
Purchases of property and equipment			(656)						(724)
Purchases of energy assets			(55,823)						(28,497)
Contributions to equity investment			—						(127)
Cash flows from investing activities			(56,479)						(29,348)
See notes to condensed consolidated financial statements.

6

---

Table of Contents

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited) (Continued)
			Three Months Ended March 31,
			2021						2020
Cash flows from financing activities:
Proceeds from equity offering, net of offering costs			$	120,216					$	—
Payments of financing fees			(850)						(155)
Proceeds from exercises of options and ESPP			1,386						2,473
Repurchase of common stock			—						(6)
(Payments on) proceeds from senior secured credit facility, net			(53,073)						31,000
Proceeds from long-term debt financings			30,811						—
Proceeds from Federal ESPC projects			33,520						61,198
Proceeds for energy assets from Federal ESPC			(59)						1,541
Distributions to redeemable non-controlling interests, net			(495)						(103)
Payments on long-term debt			(19,073)						(12,019)
Cash flows from financing activities			112,383						83,929
Effect of exchange rate changes on cash			330						(509)
Net increase in cash, cash equivalents, and restricted cash			17,510						2,432
Cash, cash equivalents, and restricted cash, beginning of period			98,837						77,264
Cash, cash equivalents, and restricted cash, end of period			$	116,347					$	79,696
Supplemental disclosures of cash flow information:
Cash paid for interest			$	4,235					$	4,917
Cash paid for income taxes			$	271					$	183
Non-cash Federal ESPC settlement			$	—					$	29,297
Accrued purchases of energy assets			$	33,065					$	34,308

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of the same such amounts shown above:

						Three Months Ended March 31,
						2021						2020
Cash and cash equivalents						$	80,971					$	40,351
Short-term restricted cash						24,869						15,012
Restricted cash, non-current portion						10,507						24,333
Total cash and cash equivalents, and restricted cash						$	116,347					$	79,696

See notes to condensed consolidated financial statements.

7

---

Table of Contents

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 months ended March 31, 2021 are not necessarily indicative of results which may be expected for the full year. The December 31, 2020 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, included in our annual report on Form 10-K (“2020 Annual Report” or “2020 Form 10-K”) for the year ended December 31, 2020 filed with the Securities and Exchange Commission on March 2, 2021.

Reclassification

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

Significant Risks and Uncertainties

We 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 three months ended March 31, 2021 or 2020. Our 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 and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may impact our financial condition, liquidity, or results of operations in the future is uncertain.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2020 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:

			March 31, 2021						March 31, 2020
Allowance for credit losses, beginning of period			$	2,266					$	2,260
Charges to costs and expenses, net			3						49
Account write-offs and other			41						(189)
Allowance for credit losses, end of period			$	2,310					$	2,120

Recent Accounting Pronouncements

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes, eliminates certain exceptions within 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.

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

8

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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 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

In October 2020, the FASB issued ASU 2020-10 Codification Improvements. The amendments in this ASU represent changes to clarify the Accounting Standard Codifications, 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 2020-10 is effective for annual periods 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. We adopted this guidance as of January 1, 2021 and the adoption did not have an impact on our condensed consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Our reportable segments for the three months ended March 31, 2021 are U.S. Regions, U.S. Federal, Canada and Non-Solar Distributed Generation (“Non-Solar DG”). We changed the structure of our internal organization and our U.S. Regions segment now includes our U.S.-based enterprise energy management services previously included in our “All Other” segment. As a result, previously reported amounts have been restated for comparative purposes.

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

			U.S. Regions						U.S. Federal						Canada						Non-Solar DG						All Other						Total
Project revenue			$	71,158					$	90,089					$	9,001					$	4,654					$	5,791					$	180,693
O&M revenue			4,310						11,440						26						2,637						71						18,484
Energy assets			8,810						664						747						22,931						135						33,287
Integrated-PV			—						—						—						—						9,154						9,154
Other			995						21						1,869						146						7,553						10,584
Total revenues			$	85,273					$	102,214					$	11,643					$	30,368					$	22,704					$	252,202

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

			U.S. Regions						U.S. Federal						Canada						Non-Solar DG						All Other						Total
Project revenue			$	71,493					$	56,114					$	8,864					$	2,371					$	5,587					$	144,429
O&M revenue			4,352						11,626						9						2,015						60						18,062
Energy assets			8,854						719						663						17,986						—						28,222
Integrated-PV			—						—						—						—						11,469						11,469
Other			1,141						286						1,856						352						6,596						10,231
Total revenues			$	85,840					$	68,745					$	11,392					$	22,724					$	23,712					$	212,413

For the three months ended March 31, 2021 and 2020, approximately 94% and 91%, respectively, of revenue is recognized over time, and the remainder is for products and services transferred at a point in time.

9

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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 March 31,
			2021						2020
United States			$	234,009					$	195,939
Canada			10,853						10,553
Other			7,340						5,921
Total revenues			$	252,202					$	212,413

Contract Balances

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

						March 31, 2021						December 31, 2020
Accounts receivable, net						$	113,095					$	125,010
Accounts receivable retainage, net						$	32,071					$	30,189
Contract Assets:
Costs and estimated earnings in excess of billings						$	179,474					$	185,960
Contract Liabilities:
Billings in excess of cost and estimated earnings						$	30,211					$	33,984
Billings in excess of cost and estimated earnings, non-current (1)						6,590						6,631
Total contract liabilities						$	36,801					$	40,615

			March 31, 2020						December 31, 2019
Accounts receivable, net			$	110,742					$	95,863
Accounts receivable retainage, net			$	21,265					$	16,976
Contract Assets:
Costs and estimated earnings in excess of billings			$	189,566					$	202,243
Contract Liabilities:
Billings in excess of cost and estimated earnings			$	25,350					$	26,618
Billings in excess of cost and estimated earnings, non-current (1)			5,320						5,560
Total contract liabilities			$	30,670					$	32,178
(1) Performance obligations are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.

The decrease in contract assets for the three months ended March 31, 2021 was primarily due to billings of $144,539, offset in part by revenue recognized of approximately $130,297. 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 three months ended March 31, 2021, we recognized revenue of $45,483 that was previously included in the beginning balance of contract 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.

The decrease in contract assets for the three months ended March 31, 2020 was primarily due to billings of approximately $151,885, partially offset by revenue recognized of $137,220. The decrease in contract liabilities was primarily driven by

10

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

recognition of revenue as performance obligations were satisfied exceeding increases from the receipt of advance payment from customers, and related billings. For the three months ended March 31, 2020, we recognized revenue of $19,928 that was previously included in the beginning balance of contract liabilities, and billed customers $16,377. 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 March 31, 2021, we had backlog of $1,914,710 of which approximately 35% 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 construction projects, including long-term 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 $1,559 and $1,543 were included in other long-term assets in the accompanying condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020, respectively. Project development costs of $1,985 and $1,635 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the three months ended March 31, 2021 and 2020, respectively.

No impairment charges in connection with our capitalized commission costs or project development costs were recorded during the three months ended March 31, 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					$	—					$	24,587					$	58,714
Currency effects			—						—						41						—						57						98
Balance, March 31, 2021			$	26,705					$	3,981					$	3,482					$	—					$	24,644					$	58,812

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

			As of March 31, 2021						As of December 31, 2020
Gross carrying amount			$	27,240					27,240
Accumulated amortization			26,393						26,313
Intangible assets, net			$	847					$	927

The table below sets forth amortization expense:

												Three Months Ended March 31,
Asset type						Location						2021						2020
Customer contracts						Cost of revenues						$	—					$	22
All other intangible assets						Selling, general and administrative expenses						80						157
Total amortization expense												$	80					$	179

11

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

5. ENERGY ASSETS, NET

Energy assets, net consisted of the following:

			March 31, 2021						December 31, 2020
Energy assets (1)			$	1,000,085					$	954,426
Less - accumulated depreciation and amortization			(234,963)						(225,048)
Energy assets, net			$	765,122					$	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 March 31,
Location			2021						2020
Cost of revenues (2)			$	9,686					$	9,299
(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 March 31,
			2021						2020
Capitalized interest			$	2,238					$	862

The following tables sets forth information related to our ARO assets and ARO liabilities:

			Location			March 31, 2021						December 31, 2020
ARO assets, net			Energy assets, net			$	2,032					$	1,468
ARO liabilities, current			Accrued expenses and other current liabilities			$	6					$	86
ARO liabilities, non-current			Other liabilities			2,251						1,561
Total ARO liabilities						$	2,257					$	1,647

			Three Months Ended March 31,
			2021						2020
Depreciation expense of ARO assets			$	23					$	19
Accretion expense of ARO liabilities			$	24					$	21

12

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

6. LEASES

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

			March 31, 2021						December 31, 2020
Operating Leases:
Operating lease assets			$	41,484					$	39,151
Current portions of operating lease liabilities			$	5,680					6,106
Long-term portions of operating lease liabilities			37,718						35,300
Total operating lease liabilities			$	43,398					$	41,406
Weighted-average remaining lease term			12 years						12 years
Weighted-average discount rate			5.81		%				5.94		%
Financing Leases:
Energy assets			$	33,473					$	34,005
Current portions of financing lease liabilities			$	4,273					4,273
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs			19,199						19,227
Total financing lease liabilities			$	23,472					$	23,500
Weighted-average remaining lease term			16 years						16 years
Weighted-average discount rate			11.93		%				11.94		%

The costs related to our leases were as follows:

			Three Months Ended March 31,
			2021						2020
Operating Leases:
Operating lease costs			$	2,153					$	1,826
Financing Leases:
Amortization expense			532						532
Interest on lease liabilities			658						801
Total lease costs			$	3,343					$	3,159

13

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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

			Three Months Ended March 31,
			2021						2020
Cash paid for amounts included in the measurement of operating lease liabilities			$	2,423					$	1,927
Right-of-use assets obtained in exchange for new operating lease liabilities			$	3,773					$	906

The table below sets forth our estimated minimum future lease obligations under our leases:

			Operating Leases						Financing Leases
Year ended December 31,
2021			$	5,970					$	6,736
2022			7,853						5,178
2023			6,510						3,676
2024			5,439						2,565
2025			4,431						2,213
Thereafter			32,565						21,866
Total minimum lease payments			62,768						42,234
Less: interest			19,370						18,762
Present value of lease liabilities			$	43,398					$	23,472

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 March 31, 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.

Sale-leasebacks

We entered into a fifth amendment dated March 22, 2021 to our August 2018 agreement and increased the maximum funding amount from $150,000 up to $350,000 and extended the end date of the agreement from May 23, 2021 to March 31, 2022. We sold and leased back one energy asset for $1,087 in cash under this facility during the three months ended March 31, 2021. As of March 31, 2021, approximately $310,618 remained available under this lending commitment. These transactions are accounted for as failed sales and are classified as long-term financing facilities. See Note 7 for additional information.

Net gains from amortization expense in cost of revenues related to deferred gains and losses in connection with our sale-leaseback agreements were $57 and $55 for the three months ended March 31, 2021 and 2020, respectively.

14

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

7. DEBT AND FINANCING LEASE LIABILITIES

Our debt and financing lease liabilities comprised of the following:

			March 31, 2021						December 31, 2020
Senior secured revolving credit facility (1)			$	—					$	53,073
Senior secured term loan			56,469						57,688
Non-recourse term loans			204,885						198,124
Non-recourse construction revolvers			35,757						26,758
Long-term financing facilities (2)			29,989						32,618
Financing lease liabilities (3)			23,472						23,500
Total debt and financing lease liabilities			350,572						391,761
Less: current maturities			71,770						69,362
Less: unamortized discount and debt issuance costs			10,391						10,725
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs			$	268,411					$	311,674
(1) At March 31, 2021, funds of $101,241 are 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.

Senior Secured Revolving Credit Facility

We repaid in full the outstanding balances under our senior secured revolving credit facility. See Note 14 for additional information.

October 2020 Term Loan Modification

In October 2020, we entered into an amended and restated credit agreement with 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 the lender to increase the commitment by up to an additional $15,000 for a total not to exceed $50,000.

During the three months ended March 31, 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 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’s fees which were reflected as debt discount and $2 in third-party fees which were expensed in selling, general and administrative expenses during the three months ended March 31, 2021. The unamortized discount and debt 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 March 31, 2021 was $48,547, net of unamortized discount and debt issuance costs.

June 2020 Construction Revolver

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 extend this facility from May 2021 to March 2022. All remaining unpaid amounts outstanding under the facility are due at that time.

During the three months ended March 31, 2021, we closed on $14,013 in funding for four additional projects under this facility and drew down an additional $711 for an existing project. The balance of this construction revolver as of March 31, 2021 was $29,460, net of unamortized debt issuance costs and funds of $70,099 are available for borrowing under this facility.

15

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

8. INCOME TAXES

We recorded a provision (benefit) for income taxes of $2,205 and $(2,503) for the three months ended March 31, 2021 and 2020, respectively. The estimated effective annualized tax rate impacted by the period discrete items is 15.1% for the three months ended March 31, 2021, compared to a (60.6)% of estimated effective annualized tax rate for the three months ended March 31, 2020.

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.

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

			Gross Unrecognized Tax Benefits
Balance, December 31, 2020			$	600
Balance, March 31, 2021			$	600

The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods was $190 as of March 31, 2021 and December 31, 2020 (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 March 31, 2021, and December 31, 2020.

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 nine 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 we made an offer to settle the case, in an amount which we believe would be covered by our insurance. 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, which is included in accrued expenses and other current liabilities in our consolidated balance sheets as of December 31, 2020 and March 31, 2021. In addition, we accrued a loss recovery from insurance proceeds as we believe the receipt 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 December 31, 2020 and March 31, 2021. There were no changes to our estimate during the three months ended March 31, 2021.

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 $678 as of March 31, 2021 and December 31, 2020 and is included in other liabilities on the condensed consolidated balance sheets. The contingent

16

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

consideration will be paid annually in May, if any of the cumulative revenue targets are achieved. No payments have been made to date.

10. FAIR VALUE MEASUREMENT

We recognize our financial assets and liabilities at fair value on a recurring basis (at least annually). 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. 

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
			Level						March 31, 2021						December 31, 2020
Assets:
Interest rate swap instruments			2						$	1,290					$	2
Commodity swap instruments			2						115						363
Total assets									$	1,405					$	365
Liabilities:
Interest rate swap instruments			2						$	7,202					$	10,073
Make-whole provisions			2						1,112						412
Contingent consideration			3						678						678
Total liabilities									$	8,992					$	11,163

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 three months ended March 31, 2021 and the year ended December 31, 2020.

The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:

			As of March 31, 2021												As of December 31, 2020
			Fair Value						Carrying Value						Fair Value						Carrying Value
Long-term debt (Level 2)			$	320,279					$	316,709					$	363,460					$	357,536

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 March 31, 2021 or December 31, 2020.

17

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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
									March 31, 2021						December 31, 2020
			Balance Sheet Location						Fair Value						Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts			Other liabilities						$	7,157					$	9,994
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts			Other assets						$	1,290					$	2
Interest rate swap contracts			Other liabilities						$	45					$	79
Commodity swap contracts			Other assets						$	115					$	363
Make-whole provisions			Other liabilities						$	1,112					$	412

As of March 31, 2021 and December 31, 2020, all but five of our freestanding derivatives were designated as hedging instruments.

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
			Location of (Gain) Loss Recognized in Net Income						Three Months Ended March 31,
									2021						2020
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts			Other expenses, net						$	523					$	99
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts			Other expenses, net						$	(1,322)					$	10
Commodity swap contracts			Other expenses, net						$	248					$	(48)
Make-whole provisions			Other expenses, net						$	697					$	(185)

The following table presents the changes in AOCI, net of taxes, from our hedging instruments:

			Three Months Ended March 31, 2021
Derivatives Designated as Hedging Instruments:
Accumulated loss in AOCI at the beginning of the period			$	(7,526)
Unrealized gain recognized in AOCI			1,595
Loss reclassified from AOCI to other expenses, net			523
Net gain on derivatives			2,118
Accumulated loss in AOCI at the end of the period			$	(5,408)

18

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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

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

1-Year, $2.70 MMBtu Fixed

May 2020

April 2021

435,810

MMBtus

Not Designated

3.5-Year, $2.65 MMBtu Fixed

December 2020

June 2024

3,296,160

MMBtus

Not Designated

Other Derivatives

Classification

Effective Date

Expiration Date

Fair Value ($)

Make-whole provisions

Liability

June/August 2018

December 2038

$

706

Make-whole provisions

Liability

August 2016

April 2031

$

115

Make-whole provisions

Liability

April 2017

February 2034

$

119

Make-whole provisions

Liability

November 2020

December 2027

$

117

Make-whole provisions

Liability

October 2011

May 2028

$

55

19

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

12. INVESTMENT FUNDS AND EQUITY METHOD INVESTMENTS

Investment Funds

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

			March 31,						December 31,
			2021(1)						2020(1)
Cash and cash equivalents			$	5,691					$	5,828
Restricted cash			2,438						3,185
Accounts receivable, net			592						834
Costs and estimated earnings in excess of billings			1,331						968
Prepaid expenses and other current assets			90						120
Total VIE current assets			10,142						10,935
Property and equipment, net			1,266						1,266
Energy assets, net			140,881						143,133
Operating lease assets			6,394						6,439
Other assets			453						425
Total VIE assets			$	159,136					$	162,198
Current portions of long-term debt and financing lease liabilities			$	2,215					$	2,230
Accounts payable			150						311
Accrued expenses and other current liabilities			466						1,092
Current portions of operating lease liabilities			130						125
Total VIE current liabilities			2,961						3,758
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs			22,391						22,822
Long-term operating lease liabilities, net of current portion			6,195						6,220
Other liabilities			1,067						535
Total VIE liabilities			$	32,614					$	33,335
(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.

Equity Method Investments

Unconsolidated joint ventures are accounted for under the equity method. For these 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.

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

															As of
															March 31, 2021						December 31, 2020
Equity method investments															$	1,068					$	1,189
									Three Months Ended March 31,
															March 31, 2021						March 31, 2020
Expense recognized															$	62					$	53

20

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

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 March 31, 2021 and December 31, 2020 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 $104,458, after deducting offering costs of $5,542. 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 not receive any proceeds from the sale of the shares by the selling stockholders.

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 March 31,
(In thousands, except per share data)			2021						2020
Numerator:
Net income attributable to common shareholders			$	11,174					$	6,201
Adjustment for accretion of tax equity financing fees			(31)						—
Income attributable to common shareholders			$	11,143					$	6,201
Denominator:
Basic weighted-average shares outstanding			48,975						47,384
Effect of dilutive securities:
Stock options			1,382						1,113
Diluted weighted-average shares outstanding			50,357						48,497
Net income per share attributable to common shareholders:
Basic			$	0.23					$	0.13
Diluted			$	0.22					$	0.13
Potentially dilutive shares (1)			1,157						431
(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.

21

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

15. STOCK-BASED COMPENSATION

We recorded stock-based compensation expense, including expense related to our employee stock purchase plan, as follows:

			Three Months Ended March 31,
			2021						2020
Stock-based compensation expense			$	766					$	429

Our compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income. As of March 31, 2021, there was $26,077 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 years.

Stock Option Grants

During the three months ended March 31, 2021, we granted 694 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 three months ended March 31, 2021 or during the year ended December 31, 2020.

16. BUSINESS SEGMENT INFORMATION

Our reportable segments for the three months ended March 31, 2021 are U.S. Regions, U.S. Federal, Canada and Non-Solar Distributed Generation (“Non-Solar DG”). We changed the structure of our internal organization and our U.S. Regions segment now includes our U.S.-based enterprise energy management services previously included in our “All Other” segment. As a result, previously reported amounts have been restated for comparative purposes.

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 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 accounting policies are the same as those described in the summary of significant accounting policies in Note 2 included in our 2020 Form 10-K.

22

---

Table of Contents

AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

The table below presents 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 March 31, 2021
Revenues			$	85,273					$	102,214					$	11,643					$	30,368					$	22,704					$	252,202
Interest income (1)			34						2						—						1,074						—						1,110
Interest expense			2,009						324						386						610						143						3,472
Depreciation and amortization of intangible assets			3,575						1,010						415						4,862						287						10,149
Unallocated corporate activity			—						—						—						—						—						(11,160)
Income (loss) before taxes, excluding unallocated corporate activity			3,510						12,030						(85)						8,628						1,713						25,796
Three Months Ended March 31, 2020
Revenues			$	85,840					$	68,745					$	11,392					$	22,724					$	23,712					$	212,413
Interest income (1)			221						40						—						53						—						314
Interest expense			1,665						746						172						1,083						15						3,681
Depreciation and amortization of intangible assets			2,862						1,017						391						5,287						277						9,834
Unallocated corporate activity			—						—						—						—						—						(10,317)
Income (loss) before taxes, excluding unallocated corporate activity			4,038						7,094						(221)						1,669						1,870						14,450
(1) Includes gains recognized on derivative instruments. See Note 11 for additional information.

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

23

---

Table of Contents

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 included in our Annual Report on Form 10-K (“2020 Annual Report”) for the year ended December 31, 2020 filed on March 2, 2021 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, or 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; and 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; and other characterizations of future events or circumstances are forward-looking statements. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on our financial condition, results of operations, cash flows and performance and the global economy and financial markets. The extent to which COVID-19 impacts us, suppliers, customers, employees and supply chains will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth below, as being heightened as a result of the ongoing and numerous adverse impacts of COVID-19. 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 Annual Report. 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 ESPCs and power purchase agreements, 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.

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, 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.

24

---

Table of Contents

Key Factors and Trends

COVID-19 Update

Fiscal year 2020 was marked with unrivaled global challenges, including the public health and economic downturn caused by the COVID-19 pandemic. During the first half of 2020, after COVID-19 was declared a pandemic by the World Health Organization, we experienced some delays in our project award conversions and some construction slowdowns due to shelter-in-place restrictions, however, the opportunities to reduce emissions and limit the effects of climate change remained. We responded to the pandemic by ensuring the health and safety of our employees. We implemented a seamless transition 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 was not material.

Further, the overall impact of COVID-19 on our condensed consolidated results of operations for the three months ended March 31, 2021 was not material. However, the impact to our future results remains uncertain and will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and its impact on our customers. We will continue to evaluate the nature and extent of these potential impacts to our business, consolidated results of operations, segment results, liquidity and capital resources.

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, and extensions of a number of expiring tax incentives important to the energy sector. It includes $35 billion in energy research 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 losses from the 2018, 2019, and 2020 tax years to be carried back to the previous five tax years (beginning with the earliest year first). During the three months ended March 31, 2021, we received approximately $4.0 million in federal income tax refunds as a result of the carryback provisions of the CARES Act and our ability to utilize Alternative Minimum Tax Credits.

Effects of Seasonality

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, 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. 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 three months ended March 31, 2021, we granted 693,500 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 million at December 31, 2020 to $26.1 million at March 31, 2021 and we anticipate our stock-based compensation expense to increase over the next three years.

25

---

Table of Contents

Backlog and Awarded Projects

The following table presents our backlog:

			As of March 31,
(In Thousands)			2021						2020
Project Backlog
Fully-contracted backlog			$	787,815					$	1,049,915
Awarded, not yet signed customer contracts			1,521,160						1,130,300
Total project backlog			$	2,308,975					$	2,180,215
12-month project backlog			$	607,000					$	514,440
O&M Backlog
Fully-contracted backlog			$	1,126,895					$	1,131,730
12-month O&M backlog			$	64,360					$	60,490

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, 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 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 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 $1,103.4 million and $658.6 million as of March 31, 2021 and 2020, respectively.

26

---

Table of Contents

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 March 31,
			2021												2020												Year-Over-Year Change
(In Thousands)			Amount						% of Revenues						Amount						% of Revenues						Dollar Change						% Change
Revenues			$	252,202					100.0		%				$	212,413					100.0		%				$	39,789					18.7		%
Cost of revenues			205,293						81.4		%				173,967						81.9		%				31,326						18.0		%
Gross profit			46,909						18.6		%				38,446						18.1		%				8,463						22.0		%
Selling, general and administrative expenses			28,601						11.3		%				28,924						13.6		%				(323)						(1.1)		%
Operating income			18,308						7.3		%				9,522						4.5		%				8,786						92.3		%
Other expenses, net			3,672						1.5		%				5,389						2.5		%				(1,717)						(31.9)		%
Income before income taxes			14,636						5.8		%				4,133						1.9		%				10,503						254.1		%
Income tax provision (benefit)			2,205						0.9		%				(2,503)						(1.2)		%				4,708						(188.1)		%
Net income			12,431						4.9		%				6,636						3.1		%				$	5,795					87.3		%
Net income attributable to redeemable non-controlling interest			(1,257)						(0.5)		%				(435)						(0.2)		%				$	(822)					189.0		%
Net income attributable to common shareholders			$	11,174					4.4		%				$	6,201					2.9		%				$	4,973					80.2		%

Our results of operations for the three months ended March 31, 2021 reflect year-over-year growth in terms of revenues, operating income, and net income attributable to common shareholders. Our strong operating results were due to the following:

•Revenue: total revenues increased primarily due to a $36.3 million, or 25%, increase in our project revenue attributed to strong execution of our contracted backlog and accelerated timing of certain approvals and progress on customized equipment, and a $5.1 million, or 18%, increase in our energy asset revenue attributed to increased production levels and favorable pricing on renewable identification numbers (“RINs”) generated from certain non-solar distributed generation assets in operation, partially offset by a $2.3 million, or 20%, decrease in our integrated-PV revenue resulting from unfavorable weather conditions.

•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 as a percentage of revenue is primarily due to a higher proportion of higher margin energy asset revenue as part of the revenue mix.

•Selling, General and Administrative Expenses: the decrease is primarily due to lower travel expenses of $0.5 million, primarily as a result of continued COVID-19 related restrictions, lower IT and telecommunications of $0.3 million, and lower net salaries and benefits of $0.1 million, partially offset by increases in professional fees of $0.4 and insurance of $0.2 million.

•Other Expenses, Net: Other expenses, net, includes gains and losses from derivatives transactions, foreign currency transactions, interest expense, interest income, amortization of deferred financing costs and certain government incentives. Other expenses, net decreased due to lower interest expenses of $1.7 million related to a net $14.7 million decrease in debt as we used a portion of the net proceeds from our equity offering to pay off the revolver balance on our senior secured credit facility.

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

•Income Tax Provision (Benefit): 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 higher in 2021 as compared to 2020 primarily due to generally higher forecasted pretax income in the U.S. in 2021 and the inclusion in 2020 of a discrete tax rate benefit associated with net operating loss carrybacks made possible by the passing of the CARES Act on March 27, 2020.

•Net Income and Earnings Per Share: Net income attributable to common shareholders increased due to reasons described above. Basic earnings per share for 2021 was $0.23, an increase of $0.10 per share compared to the same period of 2020. Diluted earnings per share for 2021 was $0.22, an increase of $0.09 per share compared to last year. The equity offering in March 2021 increased the weighted average shares outstanding by approximately 685,000, which did not materially impact earnings per share this quarter. Earnings per share in future quarters, however, may be impacted because the weighted average shares outstanding in those quarters will reflect the full 2,875,000 shares sold.

27

---

Table of Contents

Business Segment Analysis

Our reportable segments for the three months ended March 31, 2021 are U.S. Regions, U.S. Federal, Canada and Non-Solar Distributed Generation (“Non-Solar DG”). We changed the structure of our internal organization and our U.S. Regions segment now includes our U.S.-based enterprise energy management services previously included in our “All Other” segment. As a result, previously reported amounts have been restated for comparative purposes. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 16 “Business Segment Information” for additional information about our segments.

Revenues

			Three Months Ended March 31,												Year-Over-Year Change
(In Thousands)			2021						2020						Dollar Change						% Change
U.S. Regions			$	85,273					$	85,840					$	(567)					(0.7)		%
U.S. Federal			102,214						68,745						33,469						48.7
Canada			11,643						11,392						251						2.2
Non-Solar DG			30,368						22,724						7,644						33.6
All Other			22,704						23,712						(1,008)						(4.3)
Total revenues			$	252,202					$	212,413					$	39,789					18.7		%

•U.S. Regions: the decrease is primarily due to a decrease in project revenues attributable to the timing of revenue recognized as a result of the phase of active projects versus the prior year.

•U.S. Federal: the increase is primarily due to an increase in project revenue attributable 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.

•Canada: the increase is primarily due to fluctuations in foreign exchange rates. Excluding the impact of foreign exchange, revenue would have been lower, primarily due to a decrease in project revenues attributable to the timing of revenue recognized as a result of the phase of active projects versus the prior year.

•Non-Solar DG: the increase is primarily attributed to increased production levels and favorable pricing on RINs generated from certain non-solar distributed generation assets in operation.

•All Other: the decrease is primarily due to a decrease in integrated-PV and other revenues which is a result of weakened sales to our oil and gas customers attributed to unfavorable weather conditions, partially offset by an increase in project revenues related to an increase in volume and progression of certain active projects.

Income before Taxes and Unallocated Corporate Activity

			Three Months Ended March 31,												Year-Over-Year Change
(In Thousands)			2021						2020						Dollar Change						% Change
U.S. Regions			$	3,510					$	4,038					$	(528)					(13.1)		%
U.S. Federal			12,030						7,094						4,936						69.6
Canada			(85)						(221)						136						(61.5)
Non-Solar DG			8,628						1,669						6,959						417.0
All Other			1,713						1,870						(157)						(8.4)
Unallocated corporate activity			(11,160)						(10,317)						$	(843)					8.2
Income before taxes			$	14,636					$	4,133					$	10,503					254.1		%

•U.S. Regions: the decrease is primarily due to the decrease in revenues described above, a higher proportion of lower margin projects as part of the revenue mix, partially offset by lower operating expenses.

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

•Canada: the increase is primarily due to the changes in revenue described above.

•Non-Solar DG: the increase is primarily due to the increase in revenue described above, lower project developments costs of $0.3 million and gains recognized on interest rate swap derivatives.

28

---

Table of Contents

•All Other: the decrease is due to lower revenues noted above, an increase in interest expense and unfavorable foreign currency transactions.

•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 salaries and benefit costs, higher professional fees and increased insurance costs.

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 $120.2 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, and payment terms for receivables and payables.

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

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

•capital investment in current and future energy assets

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 access to credit markets, will be sufficient to fund our operations through at least May 2022 and thereafter. However, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This may include limiting discretionary spending across the organization and re-prioritizing our capital projects amid the COVID-19 pandemic.

Sources of Liquidity

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 $104.5 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. As of March 31, 2021, we had funds of $101.2 million available under our senior secured revolving credit facility.

During the three months ended March 31, 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 March 31, 2021 was $48,547.

During the three months ended March 31, 2021, we also closed on $14.0 million in funding for four additional projects under a construction revolver and drew on an additional $0.7 million for an existing project. The balance of this construction revolver as of March 31, 2021 was $29.5 million and funds of $70.1 million are available for borrowing under this facility.

29

---

Table of Contents

Cash Flows

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

			Three Months Ended March 31,
(In Thousands)			2021						2020						$ Change
Cash flows from operating activities			$	(38,724)					$	(51,640)					$	12,916
Cash flows from investing activities			(56,479)						(29,348)						$	(27,131)
Cash flows from financing activities			112,383						83,929						$	28,454
Effect of exchange rate changes on cash			330						(509)						$	839
Total net cash flows			$	17,510					$	2,432					$	15,078

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 improved from last year primarily due to higher net income of $12.4 million and non-cash items totaling $13.2 million in 2021 compared to $6.6 million and non-cash items totaling $10.2 million in 2020, as well as improved accounts receivable collections. 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. These factors were partially offset by an increase of $66.0 million in Federal ESPC receivables, compared to $39.9 million in 2020, which is consistent with the increase in our U.S. Federal revenues. The Federal ESPC operating cash flows only reflect the ESPC expenditure outflows and do not reflect any inflows from the corresponding contract revenues, which are recorded as cash inflows from financing activities due to the timing of the receipt of cash related to the assignment of the ESPC receivables to the third-party investors.

Cash Flows from Investing Activities

During the three months ended March 31, 2021 we invested $55.8 million in purchases of energy assets compared to $28.5 million in 2020.

We currently plan to invest approximately $165 million to $215 million in additional capital expenditures during the remainder of 2021, principally for the construction or acquisition of new renewable energy plants, the majority of which will be funded with project finance debt.

Cash Flows from Financing Activities

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

Our primary sources of financing in 2020 were proceeds received from Federal ESPC projects and energy assets of $62.7 million, net proceeds from our senior secured credit facility of $31.0 million, partially offset by payments on long-term debt of $12.0 million.

We currently plan additional project financings of approximately $120 million to $170 million during the remainder of 2021 to fund the construction or the acquisition of new renewable energy plants as discussed above.

We may also, from time to time, finance our operations through issuance or offering of equity or debt securities.

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

30

---

Table of Contents

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.

Income Taxes

We have reviewed all tax positions taken as of March 31, 2021 and 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 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 March 31, 2021, 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.

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.

Changes in Internal Control over Financial Reporting

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.

31

---

Table of Contents

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

As of March 31, 2021, there have been no material changes to the risk factors described in Item 1A to our 2020 Annual Report.

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 March 31, 2021.

Under the Repurchase Program, we are authorized to repurchase up to $17.6 million of our Class A common stock. As of March 31, 2021, 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.

32

---

Table of Contents

Item 6. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed (other than exhibit 32.1) as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

Exhibit Index

Exhibit Number

Description

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 March 31, 2021, formatted in 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.

*Filed herewith.

**Furnished herewith.

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

33

---

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:

May 5, 2021

By:

/s/ Spencer Doran Hole

Spencer Doran Hole

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

34