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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, 2022
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☑
Accelerated Filer o
Non-accelerated filer  o
Smaller reporting company ☐
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
New York Stock Exchange Symbol
Shares outstanding as of April 29, 2022
Class A Common Stock, $0.0001 par value per share AMRC 33,808,964
Class B Common Stock, $0.0001 par value per share 18,000,000




TABLE OF CONTENTS
    Page
 
Item 1. Condensed Consolidated Financial Statements
 
1
3
4
5
6
8
     
 
 



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, 2022 December 31, 2021
(Unaudited)
ASSETS
Current assets:  
Cash and cash equivalents (1)
$ 68,288  $ 50,450 
Restricted cash (1)
26,792  24,267 
Accounts receivable, net of allowance of $2,265 and $2,266, respectively (1)
204,082  161,970 
Accounts receivable retainage, net 40,555  43,067 
Costs and estimated earnings in excess of billings (1)
460,240  306,172 
Inventory, net 9,720  8,807 
Prepaid expenses and other current assets (1)
19,025  25,377 
Income tax receivable 4,337  5,261 
Project development costs 12,162  13,214 
Total current assets (1)
845,201  638,585 
Federal ESPC receivable 605,871  557,669 
Property and equipment, net (1)
13,063  13,117 
Energy assets, net (1)
908,006  856,531 
Deferred income tax assets, net 3,722  3,703 
Goodwill, net 71,334  71,157 
Intangible assets, net 5,974  6,961 
Operating lease assets (1)
39,485  41,982 
Restricted cash, net of current portion (1)
13,323  12,337 
Other assets (1)
24,591  22,779 
 Total assets (1)
$ 2,530,570  $ 2,224,821 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities (1)
$ 80,191  $ 78,934 
Accounts payable (1)
231,533  308,963 
Accrued expenses and other current liabilities (1)
43,784  43,311 
Current portions of operating lease liabilities (1)
6,134  6,276 
Billings in excess of cost and estimated earnings 31,729  35,918 
Income taxes payable 1,771  822 
Total current liabilities (1)
395,142  474,224 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)
659,695  377,184 
Federal ESPC liabilities 600,507  532,287 
Deferred income tax liabilities, net 6,063  3,871 
Deferred grant income 8,379  8,498 
Long-term operating lease liabilities, net of current portion (1)
32,854  35,135 
Other liabilities (1)
44,282  43,176 
Commitments and contingencies (Note 9)
Redeemable non-controlling interests, net 47,438  46,182 
(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at March 31, 2022 and December 31, 2021 of $136,315 and $124,454, respectively. Includes non-recourse liabilities of consolidated VIEs at March 31, 2022 and December 31, 2021 of $30,790 and $31,125, respectively. See Note 12.
1

AMERESCO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts) (Continued)
March 31, 2022 December 31, 2021
(Unaudited)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2022 and December 31, 2021
$ —  $ — 
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,910,759 shares issued and 33,808,964 shares outstanding at March 31, 2022, 35,818,104 shares issued and 33,716,309 shares outstanding at December 31, 2021
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021
Additional paid-in capital 289,459  283,982 
Retained earnings 456,088  438,732 
Accumulated other comprehensive loss, net (3,889) (6,667)
Treasury stock, at cost, 2,101,795 shares at March 31, 2022 and December 31, 2021
(11,788) (11,788)
Stockholders’ equity before non-controlling interest 729,875  704,264 
Non-controlling interest 6,335  — 
Total stockholders’ equity 736,210  704,264 
Total liabilities, redeemable non-controlling interests and stockholders’ equity
$ 2,530,570  $ 2,224,821 

See notes to condensed consolidated financial statements.

2

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts) (Unaudited)
  Three Months Ended March 31,
  2022 2021
Revenues $ 474,002  $ 252,202 
Cost of revenues 405,624  205,293 
Gross profit 68,378  46,909 
Selling, general and administrative expenses 39,692  28,601 
Operating income 28,686  18,308 
Other expenses, net 7,081  3,672 
Income before income taxes 21,605  14,636 
Income tax provision 2,307  2,205 
Net income 19,298  12,431 
Net income attributable to redeemable non-controlling interests (1,914) (1,257)
Net income attributable to common shareholders $ 17,384  $ 11,174 
Net income per share attributable to common shareholders:  
Basic $ 0.34  $ 0.23 
Diluted $ 0.32  $ 0.22 
Weighted average common shares outstanding:    
Basic 51,744  48,975 
Diluted 53,636  50,357 

See notes to condensed consolidated financial statements.
3

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
  Three Months Ended March 31,
  2022 2021
Net income $ 19,298  $ 12,431 
Other comprehensive income (loss):
Unrealized gain from interest rate hedges, net of tax effect of $917 and $719
2,711  2,118 
Foreign currency translation adjustments 67  413 
Total other comprehensive income 2,778  2,531 
Comprehensive income 22,076  14,962 
Comprehensive income attributable to redeemable non-controlling interests (1,914) (1,257)
Comprehensive income attributable to common shareholders $ 20,162  $ 13,705 

See notes to condensed consolidated financial statements.
4

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
For the Three Months Ended March 31, 2022 and 2021
(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 Non-controlling Interest Total Stockholders’ Equity
Balance, December 31, 2020 $ 38,850  30,224,654  $ 18,000,000  $ $ 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  $ 18,000,000  $ $ 267,864  $ 379,533  $ (6,759) 2,101,795  $ (11,788) $ —  $ 628,855 
Balance, December 31, 2021 $ 46,182  33,716,309  $ 18,000,000  $ $ 283,982  $ 438,732  $ (6,667) 2,101,795  $ (11,788) $ —  $ 704,264 
Equity offering cost adjustment —  92,655  —  —  —  —  —  —  —  —  —  — 
Exercise of stock options —  —  —  —  —  1,708  —  —  —  —  —  1,708 
Stock-based compensation expense —  —  —  —  —  3,531  —  —  —  —  —  3,531 
Unrealized gain from interest rate hedges, net —  —  —  —  —  —  —  2,711  —  —  —  2,711 
Foreign currency translation adjustment —  —  —  —  —  —  67  —  —  —  67 
Distributions to redeemable non-controlling interests (448) —  —  —  —  —  —  —  —  —  —  — 
Accretion of tax equity financing fees 28  —  —  —  —  —  (28) —  —  —  —  (28)
Investment fund call option exercise (238) —  —  —  —  238  —  —  —  —  —  238 
Contributions from non-controlling interest —  —  —  —  —  —  —  —  —  —  6,335  6,335 
Net income 1,914  —  —  —  —  —  17,384  —  —  —  —  17,384 
Balance, March 31, 2022 $ 47,438  33,808,964  $ 18,000,000  $ $ 289,459  $ 456,088  $ (3,889) 2,101,795  $ (11,788) $ 6,335  $ 736,210 
See notes to condensed consolidated financial statements.
5

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
  Three Months Ended March 31,
  2022 2021
Cash flows from operating activities:    
Net income $ 19,298  $ 12,431 
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation of energy assets, net 11,806  9,686 
Depreciation of property and equipment 734  833 
Gain on contingent consideration (320) — 
Accretion of ARO liabilities 36  24 
Amortization of debt discount and debt issuance costs 852  747 
Amortization of intangible assets 578  80 
Provision for bad debts 237 
Equity in (earnings) loss of unconsolidated entity (637) 62 
Net loss (gain) from derivatives 1,622  (377)
Stock-based compensation expense 3,531  766 
Deferred income taxes, net 1,284  1,410 
Unrealized foreign exchange loss 132  19 
Changes in operating assets and liabilities:
Accounts receivable (40,859) 15,535 
Accounts receivable retainage 2,582  (1,844)
Federal ESPC receivable (46,300) (65,973)
Inventory, net (914) 48 
Costs and estimated earnings in excess of billings (154,325) 6,544 
Prepaid expenses and other current assets 2,813  (726)
Project development costs 1,260  1,259 
Other assets 105  (600)
Accounts payable, accrued expenses and other current liabilities (77,163) (19,333)
Billings in excess of cost and estimated earnings (4,309) (3,973)
Other liabilities (33) (226)
Income taxes receivable, net 1,868  4,881 
Cash flows from operating activities
(276,122) (38,724)
Cash flows from investing activities:
Purchases of property and equipment (889) (656)
Capital investment in energy assets (56,844) (55,823)
Cash flows from investing activities
(57,733) (56,479)
See notes to condensed consolidated financial statements.
6

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited) (Continued)
Three Months Ended March 31,
2022 2021
Cash flows from financing activities:    
Proceeds from equity offering, net of offering costs $ —  $ 120,216 
Payments of debt discount and debt issuance costs (2,570) (850)
Proceeds from exercises of options and ESPP 1,708  1,386 
Proceeds from (payments on) senior secured revolving credit facility, net 76,000  (53,073)
Proceeds from long-term debt financings 286,744  30,811 
Proceeds from Federal ESPC projects 64,788  33,520 
Proceeds for (payments on) energy assets from Federal ESPC 1,925  (59)
Contributions from non-controlling interest 4,594  — 
Distributions to redeemable non-controlling interests, net (357) (495)
Payments on long-term debt and financing leases (77,432) (19,073)
Cash flows from financing activities
355,400  112,383 
Effect of exchange rate changes on cash (196) 330 
Net increase in cash, cash equivalents, and restricted cash 21,349  17,510 
Cash, cash equivalents, and restricted cash, beginning of period 87,054  98,837 
Cash, cash equivalents, and restricted cash, end of period $ 108,403  $ 116,347 
Supplemental disclosures of cash flow information:
Cash paid for interest $ 4,488  $ 4,235 
Cash paid for income taxes $ 78  $ 271 
Accrued purchases of energy assets $ 40,683  $ 33,065 

See notes to condensed consolidated financial statements.
7

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, 2022 are not necessarily indicative of results which may be expected for the full year. The December 31, 2021 consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2021, included in our annual report on Form 10-K (“2021 Annual Report” or “2021 Form 10-K”) for the year ended December 31, 2021 filed with the Securities and Exchange Commission on March 1, 2022.
Reclassification
Certain prior period amounts were reclassified to conform to the presentation in the current period.
Significant Risks and Uncertainties
The COVID-19 pandemic has continued to result in global supply chain disruptions and the resurgence of COVID-19 and its variants has caused some governments to extend travel and other restrictions.
We have considered the impact of COVID-19 on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors associated with the COVID-19 pandemic including payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions, potential loss of employees due to vaccine mandates, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which the COVID-19 pandemic may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the pandemic on us is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time, even after the pandemic subsides.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2021 Form 10-K. We have included certain updates to those policies below.
Accounts Receivable and Allowance for Credit Losses
Changes in the allowance for credit losses are as follows:
March 31, 2022 March 31, 2021
Allowance for credit losses, beginning of period $ 2,263  $ 2,266 
Provision for bad debts 237 
Account write-offs and other (235) 41 
Allowance for credit losses, end of period $ 2,265  $ 2,310 

Recent Accounting Pronouncements
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Companies can apply the ASU immediately, however, the guidance will only be available until December 31, 2022. We are currently evaluating the impact
8

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
that adopting this new accounting standard would have on our condensed consolidated financial statements and related disclosures.
In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in ASU 2021-01 provide optional expedients to the current guidance on contract modification and hedge accounting from the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance generally can be applied to applicable contract modifications through December 31, 2022. We are currently evaluating the impact that adopting this new accounting standard would have on our condensed consolidated financial statements and related disclosures.
Government Assistance
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires annual disclosures about certain types of government assistance received. ASU 2021-10 is effective for our fiscal year beginning after December 15, 2021. We adopted this guidance as of January 1, 2022 and the adoption did not have an impact on our consolidated financial statements.
Derivatives and Hedging
In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method, which expands the current single-layer method to allow multiple hedged layers of a single closed portfolio to be hedged under the method. ASU 2022-01 is effective for our year ending beginning after December 15, 2022. We are currently evaluating the impact that adopting this new accounting standard would have on our consolidated financial statements.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
Our reportable segments for the three months ended March 31, 2022 were U.S. Regions, U.S. Federal, Canada, Non-Solar Distributed Generation (“Non-Solar DG”) and All Other. On January 1, 2022, we changed the structure of our internal organization and our “All Other” segment now includes our U.S.-based enterprise energy management services previously included in our U.S Regions segment and our U.S. Regions segment now includes U.S. project revenue and associated costs previously included in our Non-Solar DG segment. As a result, previously reported amounts have been reclassified for comparative purposes.
The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2022:
U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total
Project revenue $ 298,632  $ 62,217  $ 13,951  $ —  $ 18,604  $ 393,404 
O&M revenue 5,080  12,297  11  2,774  91  20,253 
Energy assets 10,018  1,090  761  26,487  72  38,428 
Integrated-PV —  —  —  —  11,356  11,356 
Other 790  42  2,449  —  7,280  10,561 
Total revenues $ 314,520  $ 75,646  $ 17,172  $ 29,261  $ 37,403  $ 474,002 
9

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2021:
U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total
Project revenue $ 75,812  $ 90,089  $ 9,001  $ —  $ 5,791  $ 180,693 
O&M revenue 4,415  11,440  26  2,532  71  18,484 
Energy assets 8,802  664  747  22,939  135  33,287 
Integrated-PV —  —  —  —  9,154  9,154 
Other 215  21  1,869  109  8,370  10,584 
Total revenues $ 89,244  $ 102,214  $ 11,643  $ 25,580  $ 23,521  $ 252,202 

The following table presents information related to our revenue recognized over time:
Three Months Ended March 31,
2022 2021
Percentage of revenue recognized over time 96% 94%
The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized.
We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area:
Three Months Ended March 31,
2022 2021
United States $ 438,391  $ 234,009 
Canada 15,988  10,853 
Other 19,623  7,340 
Total revenues $ 474,002  $ 252,202 
10

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)

Contract Balances
The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers:
  March 31, 2022 December 31, 2021
Accounts receivable, net $ 204,082  $ 161,970 
Accounts receivable retainage, net $ 40,555  $ 43,067 
Contract Assets:
Costs and estimated earnings in excess of billings $ 460,240  $ 306,172 
Contract Liabilities:
Billings in excess of cost and estimated earnings $ 31,729  $ 35,918 
Billings in excess of cost and estimated earnings, non-current (1)
6,322  6,481 
Total contract liabilities $ 38,051  $ 42,399 
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 
(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.
The increase in contract assets for the three months ended March 31, 2022 was primarily due to revenue recognized of $381,949 offset by billings of $229,540. Contract assets also increased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The decrease in contract liabilities was primarily driven by recognition of revenue as performance obligations were satisfied exceeding increases from the receipt of advance payment from customers, and related billings. For the three months ended March 31, 2022, we recognized revenue of $33,077 that was previously included in the beginning balance of contract liabilities and billed customers $23,723. Changes in contract liabilities are also driven by reclassifications to or from contract assets as a result of timing of customer payments.
The decrease in contract assets for the three months ended March 31, 2021 was primarily due to billings of approximately $144,539, partially offset by revenue recognized of $130,297. The decrease in contract liabilities was primarily driven by the receipt of advance payment from customers, and related billings, exceeding reductions from the recognition of revenue as performance obligations were satisfied. 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.

Performance Obligations
Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At March 31, 2022, we had contracted backlog of $2,553,770 of which approximately 48% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy
11

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 25 years.
Project Development Costs
Project development costs of $4,209 and $1,985 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the three months ended March 31, 2022 and 2021, respectively.
No impairment charges in connection with our project development costs were recorded during the three months ended March 31, 2022 and 2021.
4. GOODWILL AND INTANGIBLE ASSETS, NET
The changes in the carrying value of goodwill balances by reportable segment were as follows:
U.S. Regions U.S. Federal Canada Non-solar DG Other Total
Balance, December 31, 2021 $ 39,204  $ 3,981  $ 3,454  $ —  $ 24,518  $ 71,157 
Remeasurement adjustment 309  —  —  —  —  309 
Currency effects —  —  53  —  (185) (132)
Balance, March 31, 2022 $ 39,513  $ 3,981  $ 3,507  $ —  $ 24,333  $ 71,334 
Definite-lived intangible assets, net consisted of the following:
As of March 31, 2022 As of December 31, 2021
Gross carrying amount $ 32,939  33,526 
Less - accumulated amortization (26,965) (26,565)
Intangible assets, net $ 5,974  $ 6,961 
The table below sets forth amortization expense:
Three Months Ended March 31,
Asset type Location 2022 2021
Customer contracts Cost of revenues $ 184  $ — 
All other intangible assets Selling, general and administrative expenses 394  80 
Total amortization expense $ 578  $ 80 

5. ENERGY ASSETS, NET
Energy assets, net consisted of the following:
  March 31, 2022 December 31, 2021
Energy assets (1)
$ 1,184,314  $ 1,120,712 
Less - accumulated depreciation and amortization (276,308) (264,181)
Energy assets, net $ 908,006  $ 856,531 
(1) Includes financing lease assets (see Note 6), capitalized interest and Asset retirement obligations (“ARO”) assets (see tables below).

12

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant amortization:
Three Months Ended March 31,
Location 2022 2021
Cost of revenues (2)
$ 11,806  $ 9,686 
(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,
2022 2021
Capitalized interest $ 1,312  $ 2,238 

The following tables sets forth information related to our ARO assets and ARO liabilities:
Location March 31, 2022 December 31, 2021
ARO assets, net Energy assets, net $ 2,473  $ 1,939 
ARO liabilities, current Accrued expenses and other current liabilities $ $
ARO liabilities, non-current Other liabilities 2,947  2,342 
Total ARO liabilities $ 2,956  $ 2,348 

Three Months Ended March 31,
2022 2021
Depreciation expense of ARO assets $ 37  $ 23 
Accretion expense of ARO liabilities $ 36  $ 24 

13

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, 2022 December 31, 2021
Operating Leases:
Operating lease assets $ 39,485  $ 41,982 
Current portions of operating lease liabilities $ 6,134  $ 6,276 
Long-term portions of operating lease liabilities 32,854  35,135 
Total operating lease liabilities $ 38,988  $ 41,411 
Weighted-average remaining lease term 12 years 12 years
Weighted-average discount rate 5.7  % 5.7  %
Financing Leases:
Energy assets $ 31,521  $ 31,876 
Current portions of financing lease liabilities $ 3,226  $ 3,125 
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 15,973  16,101 
Total financing lease liabilities $ 19,199  $ 19,226 
Weighted-average remaining lease term 15 years 15 years
Weighted-average discount rate 12.1  % 12.1  %
The costs related to our leases were as follows:
Three Months Ended March 31,
2022 2021
Operating Leases:
Operating lease costs $ 2,291  $ 2,153 
Financing Leases:
Amortization expense 355  532 
Interest on lease liabilities 559  658 
Total lease costs $ 3,205  $ 3,343 



14

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,
2022 2021
Cash paid for amounts included in the measurement of operating lease liabilities $ 1,907  $ 2,423 
Right-of-use assets (“ROU”) obtained in exchange for new operating lease liabilities $ 367  $ 3,773 
The table below sets forth our estimated minimum future lease obligations under our leases:
  Operating Leases Financing Leases
Year ended December 31,  
2022 $ 6,134  $ 5,124 
2023 7,176  3,676 
2024 5,943  2,565 
2025 4,725  2,213 
2026 2,880  2,054 
Thereafter 28,615  19,813 
Total minimum lease payments 55,473  35,445 
Less: interest 16,485  16,246 
Present value of lease liabilities $ 38,988  $ 19,199 
Sale-leasebacks
In March 2022, we entered into an amendment to our August 2018 long-term financing facility which extended the end date of the agreement from March 31, 2022 to June 30, 2022. We sold and leased back two energy assets for $8,201 in cash proceeds under this agreement during the three months ended March 31, 2022. As of March 31, 2022, approximately $220,367 remained available under this lending commitment.
In March 2022, we entered into an amendment to our December 2020 long-term financing facility which extended the end date of the agreement from December 31, 2021 to July 15, 2022. We sold and leased back one energy asset for $4,423 in cash proceeds under this facility during three months ended March 31, 2022. As of March 31, 2022, approximately $11,515 remained available under this lending commitment.
These transactions are accounted for as failed sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional information.
Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 for each of the three months ended March 31, 2022 and 2021.


15

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, 2022 December 31, 2021
Senior secured revolving credit facility (1)
$ 121,000  $ 45,000 
Senior secured term loans 275,000  52,813 
Non-recourse construction revolvers 31,910  31,698 
Non-recourse term loans (4)
205,329  218,136 
Long-term financing facilities (2)
104,417  104,615 
Financing lease liabilities (3)
19,199  19,226 
Total debt and financing lease liabilities 756,855  471,488 
Less: current maturities 80,191  78,934 
Less: unamortized discount and debt issuance costs 16,969  15,370 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs $ 659,695  $ 377,184 
(1) At March 31, 2022, funds of $47,341 were available for borrowing under this facility.
(2) These facilities are sale-leaseback arrangements and are accounted for as failed sales. See Note 6 for additional disclosures.
(3) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 6 for additional disclosures.
(4) As of March 31, 2021, we were in default on one non-recourse term loan with a balance of $3,809 for failure to meet the debt service coverage ratio of 1 to 1, however, a waiver was received in April 2022.

Senior Secured Credit Facility - Revolver and Term Loans
On March 4, 2022, we entered into the fifth amended and restated senior secured credit facility with five banks, which included the following amendments:
increased the aggregate amount of total commitments from $245,000 to $495,000,
increased the aggregate amount of the revolving commitments from $180,000 to $200,000,
increased the existing term loan A from $65,000 to $75,000,
extended the maturity date of the revolving commitment and term loan A from June 28, 2024 to March 4, 2025,
added a delayed draw term loan A for up to $220,000 through a September 4, 2023 maturity date,
increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.50 for the quarter ended March 31, 2022; 4.25 for the quarter ending June 30, 2022, 4.00 for the quarters ending September 30, 2022 and December 31, 2022; and 3.50 thereafter,
specified the debt service coverage ratio (the ratio of (a) cash flow of the core Ameresco companies, to (b) debt service of the core Ameresco companies as of the end of each fiscal quarter to be less than 1.5, and
increased our limit under an energy conversation project financing to $650,000, which provides us with flexibility to grow our federal business further.
The revolving credit facility may be increased by an amount up to an additional $100,000 in increments of at least $25,000 at the approval of the lenders, subject to certain conditions.
We accounted for this amendment as a modification and at closing we incurred $2,048 in lenders fees which were reflected as debt discount and $352 in third party fees which were reflected as debt issuance costs. The unamortized debt discount and issuance costs of the previous agreement are being amortized over the remaining term of the amended agreement, with the exception of $96 of costs relating to a previous syndicated lender which did not participate in this amendment. These costs were expensed in other expenses, net during the three months ended March 31, 2022.


16

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
Construction Revolvers
Construction Revolver, 1.74%, due June 2022
In March 2022, we entered into a fourth amendment to the 1.74% construction revolver to extend this facility from March 2022 to June 2022. All remaining unpaid amounts outstanding under the facility are due at that time. As of March 31, 2022, $73,946 was available for borrowing under this facility.
On April 29, 2022, a wholly-owned subsidiary of ours executed a joinder agreement to the 1.74% construction revolver, which added it as an additional borrower under the master construction loan agreement. At closing, we borrowed $9,800 for a solar and storage project.

Construction Revolver, 1.99%, due July 2022
As of March 31, 2022, $24,145 was available for borrowing under the 1.74% construction revolver.
8. INCOME TAXES
We recorded a provision for income taxes of $2,307 and $2,205 for the three months ended March 31, 2022 and 2021, respectively. The estimated effective annualized tax rate impacted by the period discrete items is a provision of 10.7% for the three months ended March 31, 2022, compared to a provision of 15.1% of estimated effective annualized tax rate for the three months ended March 31, 2021.
The principal reasons for the difference between the statutory rate and the estimated annual effective rate for 2022 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 2022, state taxes, and the tax deductions related to the Section 179D deduction.
The principal reasons for the difference between the statutory rate and the estimated annual effective rate for 2021 were the effects of investment tax credits which we are entitled from solar plants placed into service or are forecasted 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.
Under GAAP accounting rules deferred taxes are shown on a net basis in the condensed consolidated financial statements based on taxing jurisdiction. Under the guidance, we have recorded long term deferred tax assets and deferred tax liabilities based on the underlying jurisdiction in the accompanying condensed consolidated balance sheets.
The following table sets forth the total amounts of gross unrecognized tax benefits:
Gross Unrecognized
Tax Benefits
Balance, December 31, 2021 $ 900 
Balance, March 31, 2022 $ 900 
The amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in any future periods was $440 at March 31, 2022 and December 31, 2021 (net of the federal benefit on state amounts).
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.” During the three months ended March 31, 2022, we entered into a settlement agreement and adjusted our accrual for the actual net loss after taking into account our insurance proceeds, which is included in accrued expenses and other current liabilities in our condensed consolidated balance sheets as of March 31, 2022. In addition, we reversed the loss recovery from insurance proceeds.


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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. While the outcome of any of these proceedings cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations.
Commitment as a Result of an Acquisition
In August 2018, we completed an acquisition which provided for a revenue earn-out contingent upon the acquired business meeting certain cumulative revenue targets over 5 years from the acquisition date. The fair value decreased from $678 at December 31, 2021 to $358 at March 31, 2022 and is included in other liabilities on the condensed consolidated balance sheets. The contingent consideration will be paid annually in May, if any of the cumulative revenue targets are achieved. No payments have been made to date.
In December 2021, we completed our acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over a five-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $2,160 upon acquisition and remained consistent as of December 31, 2021. At March 31, 2022, the fair value of the contingent consideration was $2,061 and is included in other liabilities on the consolidated balance sheets. No payments have been made to date.
See note 10 for additional information.
10. FAIR VALUE MEASUREMENT
We recognize our financial assets and liabilities at fair value on a recurring basis. 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, 2022 December 31, 2021
Assets:
Interest rate swap instruments 2 $ 2,220  $ 919 
Total assets $ 2,220  $ 919 
Liabilities:
Interest rate swap instruments 2 $ 2,726  $ 6,316 
Commodity swap instruments 2 4,568  1,962 
Make-whole provisions 2 5,085  4,800 
Contingent consideration 3 2,419  2,838 
Total liabilities $ 14,798  $ 15,916 


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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:
Year Ended December 31,
March 31, 2022 December 31, 2021
Contingent consideration liability balance at the beginning of period $ 2,838  $ 678 
Contingent consideration issued in connection with acquisition —  2,160 
Changes in fair value included in earnings (320) — 
Remeasurement adjustment (99) — 
Contingent consideration liability balance at the end of period $ 2,419  $ 2,838 
The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:
As of March 31, 2022 As of December 31, 2021
Fair Value Carrying Value Fair Value Carrying Value
Long-term debt (Level 2) $ 726,649  $ 720,687  $ 442,429  $ 436,892 
The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the three months ended March 31, 2022 and the year ended December 31, 2021.
We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There were no assets recorded at fair value on a non-recurring basis as of March 31, 2022 or December 31, 2021.
11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The following table presents information about the fair value amounts of our cash flow derivative instruments:  
  Derivatives as of
  March 31, 2022   December 31, 2021
  Balance Sheet Location Fair Value Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts Other assets $ 39  $ — 
Interest rate swap contracts Other liabilities $ 2,726  $ 6,316 
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts Other assets $ 2,181  $ 919 
Commodity swap contracts Other liabilities $ 4,568  $ 1,962 
Make-whole provisions Other liabilities $ 5,085  $ 4,800 
As of March 31, 2022 and December 31, 2021, all but four of our freestanding derivatives were designated as hedging instruments.


19

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of income and condensed consolidated statements of comprehensive income:
Amount of Loss (Gain) Recognized in Net Income
Location of Loss (Gain) Recognized in Net Income Three Months Ended March 31,
2022 2021
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts Other expenses, net $ 481  $ 523 
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts Other expenses, net $ (1,262) $ (1,323)
Commodity swap contracts Other expenses, net $ 2,606  $ 248 
Make-whole provisions Other expenses, net $ 278  $ 697 
The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments:
Three Months Ended March 31, 2022
Derivatives Designated as Hedging Instruments:
Accumulated loss in AOCI at the beginning of the period $ (4,733)
Unrealized gain recognized in AOCI 2,230 
Loss reclassified from AOCI to other expenses, net 481 
Net gain on derivatives 2,711 
Accumulated loss in AOCI at the end of the period $ (2,022)
The following tables present all of our active derivative instruments as of March 31, 2022:
Active Interest Rate Swaps Effective Date Expiration Date Initial Notional
Amount ($)
Status
11-Year, 5.77% Fixed
October 2018 October 2029 $ 9,200  Designated
15-Year, 5.24% Fixed
June 2018 June 2033 $ 10,000  Designated
10-Year, 4.74% Fixed
June 2017 December 2027 $ 14,100  Designated
15-Year, 3.26% Fixed
February 2023 December 2038 $ 14,084  Designated
7-Year, 2.19% Fixed
February 2016 February 2023 $ 20,746  Designated
8-Year, 3.70% Fixed
March 2020 June 2028 $ 14,643  Designated
8-Year, 3.70% Fixed
March 2020 June 2028 $ 10,734  Designated
13-Year, 0.93% Fixed
May 2020 March 2033 $ 9,505  Not Designated
13-Year, 0.93% Fixed
May 2020 March 2033 $ 6,968  Not Designated
15.5-Year, 5.40% Fixed
September 2008 March 2024 $ 13,081  Designated
2.75-Year, 0.41% Fixed
December 2020 September 2023 $ 26,250  Not Designated
Active Commodity Swaps Effective Date Expiration Date Initial Notional Amount (Volume) Commodity Measurement Status
3.5-Year, $2.65 MMBtu Fixed
December 2020 June 2024 3,296,160  MMBtus Not Designated


20

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
Other Derivatives Classification Effective Date Expiration Date Fair Value ($)
Make-whole provisions Liability June/August 2018 December 2038 $ 583 
Make-whole provisions Liability August 2016 April 2031 $ 77 
Make-whole provisions Liability April 2017 February 2034 $ 72 
Make-whole provisions Liability November 2020 December 2027 $ 56 
Make-whole provisions Liability October 2011 May 2028 $ 12 
Make-whole provisions Liability May 2021 April 2045 $ 319 
Make-whole provisions Liability July 2021 March 2046 $ 3,966 
12. VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS
Variable Interest Entities
The table below presents a summary of amounts related to our consolidated investment funds and joint venture, which we determined meet the definition of a variable interest entity (“VIE”), as of:
March 31, December 31,
2022 (1)
2021 (1)
Cash and cash equivalents $ 5,434  $ 4,915 
Restricted cash 776  822 
Accounts receivable, net 790  656 
Costs and estimated earnings in excess of billings 1,884  1,421 
Prepaid expenses and other current assets 159  151 
Total VIE current assets 9,043  7,965 
Property and equipment, net 1,266  1,266 
Energy assets, net 119,310  108,498 
Operating lease assets 6,225  6,271 
Restricted cash, net of current portion 435  418 
Other assets 36  36 
Total VIE assets $ 136,315  $ 124,454 
Current portions of long-term debt and financing lease liabilities $ 2,196  $ 2,210 
Accounts payable 94  47 
Accrued expenses and other current liabilities 548  643 
Current portions of operating lease liabilities 147  142 
Total VIE current liabilities 2,985  3,042 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs 20,499  20,952 
Long-term operating lease liabilities, net of current portion 6,630  6,558 
Other liabilities 676  573 
Total VIE liabilities $ 30,790  $ 31,125 
(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.
See Note 13 for additional information on the call and put options related to our investment funds.


21

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
Non-controlling Interest
Non-controlling interest represents the equity owned by the other joint venture member of a consolidated joint venture. During the three months ended March 31, 2022, the other joint venture member contributed $6,335 to this joint venture which was formed for a specific project. The project did not generate any earnings or losses during the three months ended March 31, 2022.
Equity Method Investments
Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets and our pro rata share of net income or loss is included in operating income.

The following table provides information about our equity method investments in joint ventures:
As of
March 31, 2022 December 31, 2021
Equity method investments $ 9,839  $ 9,206 
Three Months Ended March 31,
March 31, 2022 March 31, 2021
Earnings (loss) recognized $ 637  $ (62)

13. REDEEMABLE NON-CONTROLLING INTERESTS
Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment funds also include rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option.
The call options are exercisable beginning on the date that specified conditions are met for each respective fund. The 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, 2022 and December 31, 2021 redeemable non-controlling interests were reported at their carrying values, as the carrying value at each reporting period was greater than the estimated redemption value.


22

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
14. EARNINGS PER SHARE
Earnings Per Share
The following is a reconciliation of the numerator and denominator for the computation of basic and diluted earnings per share:
Three Months Ended March 31,
(In thousands, except per share data) 2022 2021
Numerator:
Net income attributable to common shareholders $ 17,384  $ 11,174 
Adjustment for accretion of tax equity financing fees (28) (31)
Income attributable to common shareholders $ 17,356  $ 11,143 
Denominator:
Basic weighted-average shares outstanding 51,744  48,975 
Effect of dilutive securities:
Stock options 1,892  1,382 
Diluted weighted-average shares outstanding 53,636  50,357 
Net income per share attributable to common shareholders:
Basic $ 0.34  $ 0.23 
Diluted $ 0.32  $ 0.22 
Potentially dilutive shares (1)
783  1,157 
(1) Potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.
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,
2022 2021
Stock-based compensation expense $ 3,531  $ 766 
Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income. As of March 31, 2022, there was $46,295 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 4.0 years.
Stock Option Grants
During the three months ended March 31, 2022, we granted 313 common stock options to certain employees under our 2020 Stock Incentive Plan, which have a contractual life of ten years and vest over a five-year period. We did not grant awards to individuals who were not either an employee or director of ours during the three months ended March 31, 2022 and 2021.
16. BUSINESS SEGMENT INFORMATION
Our reportable segments for the three months ended March 31, 2022 were U.S. Regions, U.S. Federal, Canada, Non-Solar DG and All Other. On January 1, 2022, we changed the structure of our internal organization and our “All Other” segment now includes our U.S.-based enterprise energy management services previously included in our U.S Regions segment and our U.S. Regions segment now includes U.S. project revenue and associated costs previously included in our Non-Solar DG segment. As a result, previously reported amounts have been reclassified for comparative purposes.


23

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
Our U.S. Regions, U.S. Federal and Canada segments offer energy efficiency products and services which include the design, engineering and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions and services and the development and construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat or cooling from renewable sources of energy and O&M services.
Our Non-Solar DG segment sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer-owned small-scale plants.
The “All Other” category includes enterprise energy management services, other than the U.S.-based portion; consulting services, energy efficiency products and services outside of the U.S. and Canada; and the sale of solar PV energy products and systems which we refer to as integrated-PV.
These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments.
The tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements:

U.S. Regions U.S. Federal Canada Non-Solar DG All Other Total Consolidated
Three Months Ended March 31, 2022
Revenues $ 314,520  $ 75,646  $ 17,172  $ 29,261  $ 37,403  $ 474,002 
Loss on derivatives 227  51  —  1,344  —  1,622 
Interest expense, net of interest income 1,642  306  222  1,790  (7) 3,953 
Depreciation and amortization of intangible assets 5,278  1,245  447  5,416  271  12,657 
Unallocated corporate activity —  —  —  —  —  (15,909)
Income before taxes, excluding unallocated corporate activity 18,218  8,886  279  7,422  2,709  37,514 
Three Months Ended March 31, 2021
Revenues $ 89,244  $ 102,214  $ 11,643  $ 25,580  $ 23,521  $ 252,202 
Loss (gain) on derivatives 532  —  179  (1,074) —  (363)
Interest expense, net of interest income 1,443  321  207  610  159  2,740 
Depreciation and amortization of intangible assets 3,486  1,010  415  4,862  377  10,150 
Unallocated corporate activity —  —  —  —  —  (10,965)
Income before taxes, excluding unallocated corporate activity 3,239  12,030  (85) 8,772  1,645  25,601 
See Note 3 for additional information about our revenues by product line.


24

AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands) (Unaudited) (Continued)
17. OTHER EXPENSES, NET
The following table presents the components of other expenses, net:
Three Months Ended March 31,
2022 2021
Loss (gain) on derivatives $ 1,622  $ (377)
Interest expense, net of interest income 4,489  2,805 
Amortization of debt discount and debt issuance costs 852  747 
Foreign currency transaction loss 116  495 
Government incentives
Other expenses, net $ 7,081  $ 3,672 
18. SUBSEQUENT EVENT
In April 2022, we entered into a binding Framework Agreement Term Sheet with a battery manufacturer for the purchase and sale of battery energy storage (“BESS”) equipment for our BESS projects at committed amounts and agreed upon delivery dates for a period of several years. The purchase and sale commitment covers BESS equipment to be used for our BESS projects. In connection with entering into the term sheet, we agreed to pay a $10,000 deposit, which will be credited against our future equipment purchases.


25


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

Overview
Ameresco is a leading clean technology integrator with a comprehensive portfolio of energy efficiency and renewable energy supply solutions. We help organizations meet energy savings and energy management challenges with an integrated comprehensive approach to energy efficiency and renewable energy. Leveraging budget neutral solutions, including energy savings performance contracts (“ESPCs”) and power purchase agreements (“PPAs”), we aim to eliminate the financial barriers that traditionally hamper energy efficiency and renewable energy projects.
Drawing from decades of experience, Ameresco develops tailored energy management projects for its customers in the commercial, industrial, local, state, and federal government, K-12 education, higher education, healthcare, public housing sectors, and utilities.
We provide solutions primarily throughout North America and the U.K. and our revenues are derived principally from energy efficiency projects, which entail the design, engineering, and installation of equipment and other measures that incorporate a range of innovative technology and techniques to improve the efficiency and control the operation of a facility’s energy infrastructure; this can include designing and constructing a central plant or cogeneration system for a customer providing power, heat and/or cooling to a building, or other small-scale plant that produces electricity, gas, heat or cooling from renewable sources of energy. We also derive revenue from long-term O&M contracts, energy supply contracts for renewable energy operating assets that we own, integrated-PV, and consulting and enterprise energy management services.
In addition to organic growth, strategic acquisitions of complementary businesses and assets have been an important part of our growth enabling us to broaden our service offerings and expand our geographical reach. In December 2021, we completed the acquisition of Plug Smart, an Ohio-based energy services company that specializes in the development and implementation of budget neutral capital improvement projects including building controls and building automation systems. This acquisition allows us to expand our existing pipeline and solution offerings in the smart buildings sector. The pro forma effects of this acquisition were not material to our operations for the fiscal years presented.


26

Key Factors and Trends
The Southern California Edison (“SCE”) Agreement
In October 2021, we entered into a contract with SCE to design and build three grid scale battery energy storage systems (“BESS”) at existing substation parcels throughout SCE’s service territory in California. The engineering, procurement and construction price is approximately $892.0 million, in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work.
We are obligated under the SCE Agreement to achieve substantial completion of all facilities, subject to extension for specified force majeure events and customer-caused delays, no later than August 1, 2022 (the “Guaranteed Completion Date”). If we fail to achieve substantial completion of any of the facilities by the Guaranteed Completion Date, as such date may be extended, we are obligated to pay liquidated damages. In addition, we provided availability and capacity guarantees under the SCE Agreement, failure of which entitles the customer to liquidated damages. We expect a material portion of our revenue for 2022 will be generated from this SCE Agreement, and a material portion of the contract expenditures under this agreement have been and are being incurred during the first half of 2022. If we fail to achieve the milestone dates or fail to meet the availability and capacity guarantees, we may be required to pay liquidated damages and under certain circumstances SCE may have a right to terminate the agreement.
As previously disclosed, at the end of March 2022, our battery supplier for the SCE battery storage project indicated that the COVID-19 lockdowns in several regions around China were having an adverse impact on the supplier’s ability to deliver batteries on the agreed upon timeline. In addition, the supplier indicated that newly implemented Chinese transportation safety policies may cause delays in the shipment of a portion of the batteries. Following a review of these circumstances, we provided SCE with a force majeure notice under the SCE Agreement as we determined that these circumstances may prevent us from fully completing all three BESS projects by the August 1, 2022 Guaranteed Completion Date. Under the SCE Agreement, the occurrence of force majeure events, including certain COVID-related delays, results in extensions of required completion deadlines without liquidated damages and an increase in the contract price, subject to the party claiming a force majeure event being in compliance with its contractual obligations. We are engaged in continuing discussions with SCE regarding the applicability and scope of any force majeure relief relating to these circumstances, and are also actively working with SCE, our suppliers, and governmental agencies to mitigate delays.
COVID-19, Supply Chain Disruptions, and Other Global Factors
We continue to monitor the impact of COVID-19 on our operations, financial results, and liquidity. The impact to our future operations and results, however, remains uncertain and will depend on a number of factors, including, but not limited to, the emergence and spread of more transmissible variants, the overall duration and severity of the pandemic, and its impact on the global economy, our customers, and business and workforce disruptions. Infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic that may persist, including challenges and increases in costs for logistics and supply chains, such as increased port congestion, and intermittent supplier delays as well as shortage of certain components needed for our business, such as lithium-ion battery cells for our energy storage products. During the three months ended March 31, 2022, we experienced supply chain disruptions, including as a result of COVID-19, causing delays in the timely delivery of material to customer sites and delays and disruptions in the completion of certain projects, including those pursuant to the SCE Agreement. This negatively impacted our results of operations during the three months ended March 31, 2022. We expect the trends of supply challenges to continue for the remainder of this year. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions. For example, in April 2022, we entered into a binding framework agreement term sheet with a battery manufacturer for the purchase and sale of battery energy storage (“BESS”) equipment for our BESS projects at committed amounts and agreed upon delivery dates for a period of several years. The purchase and sale commitment covers BESS equipment to be used for our BESS projects and assets. In connection with entering into the term sheet, we agreed to pay a $10 million deposit which will be credited against our future equipment purchases.
In March 2022, the US Department of Commerce announced that it is investigating if certain solar cell and panel imports from Malaysia, Vietnam, Thailand and Cambodia are circumventing anti-dumping and countervailing duty orders. We do not expect that this investigation will have a material impact on our business in the near term, as we have a stockpile of solar panels from a large purchase several years ago. However, the investigation and any resulting duties and tariffs imposed may disrupt the solar panel supply chain, increase the cost for solar cells and panels and ultimately impact the demand for clean energy solutions. We are monitoring the investigation closely.
27

Climate Change and Effects of Seasonality
The global emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency. The sustainability efforts are impacted by regulations, and changes in the regulatory climate may impact the demand for our products and offerings. See “Our business depends in part on federal, state, provincial and local government support for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors of our 2021 Annual Report.
Climate change also brings risks, as the impacts have caused us to experience more frequent and severe weather interferences, and this trend may continue. We are subject to seasonal fluctuations and construction cycles, particularly in climates that experience colder weather during the winter months, such as the northern United States and Canada, and climates that experience extreme weather events, such as wildfires, storms or flooding, or at educational institutions, where large projects are typically carried out during summer months when their facilities are unoccupied. In addition, government customers, many of which have fiscal years that do not coincide with ours, typically follow annual procurement cycles and appropriate funds on a fiscal-year basis even though contract performance may take more than one year. Further, government contracting cycles can be affected by the timing of, and delays in, the legislative process related to government programs and incentives that help drive demand for energy efficiency and renewable energy projects. As a result, our revenues and operating income in the third and fourth quarter are typically higher, and our revenues and operating income in the first quarter are typically lower, than in other quarters of the year, however, this may become harder to predict with the potential effects of climate change. As a result of such fluctuations, we may occasionally experience declines in revenues or earnings as compared to the immediately preceding quarter, and comparisons of our operating results on a period-to-period basis may not be meaningful.
Our annual and quarterly financial results are also subject to significant fluctuations as a result of other factors, many of which are outside our control.
Stock-based Compensation
During the three months ended March 31, 2022, we granted 312,500 common stock options to certain employees under our 2020 Stock Incentive Plan. As a result, our unrecognized stock-based compensation expense increased from $41.1 million at December 31, 2021 to $46.3 million at March 31, 2022 and is expected to be recognized over a weighted-average period of four years. See Note 15 “Stock-based Compensation” for additional information.
Backlog and Awarded Projects
Backlog is an important metric for us because we believe strong order backlogs indicate growing demand and a healthy business over the medium to long term, conversely, a declining backlog could imply lower demand.
The following table presents our backlog:
As of March 31,
(In Thousands) 2022 2021
Project Backlog
Fully-contracted backlog $ 1,342,150  $ 787,815 
Awarded, not yet signed customer contracts 1,754,050  1,521,160 
Total project backlog $ 3,096,200  $ 2,308,975 
12-month project backlog $ 1,154,400  $ 607,000 
O&M Backlog
Fully-contracted backlog $ 1,211,620  $ 1,126,895 
12-month O&M backlog $ 73,400  $ 64,360 
Our $892 million SCE Agreement was entered into in October 2021 and significantly increased our fully-contracted backlog for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. We anticipate that the SCE Agreement will be an important driver of our results in 2022.
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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 subcontractors, what equipment will be used, and assist in arranging for third party financing, as applicable. Recently, awarded projects have been taking an average of 12 to 24 months to result in a signed contract and convert to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract is executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period.
Our O&M backlog represents expected future revenues under signed multi-year customer contracts for the delivery of O&M services, primarily for energy efficiency and renewable energy construction projects completed by us for our customers.
We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog. See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” in Item 1A, Risk Factors in our 2021 Annual Report.
Assets in Development
Assets in development, which represents the potential design/build project value of small-scale renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $1.3 billion and $1.1 billion at March 31, 2022 and 2021, respectively. The portion of that total related to spending for Energy as a Service assets was approximately $60.0 million and $70.0 million at March 31, 2022 and 2021, respectively. This is another important metric because it helps us gauge our future capacity to generate electricity or deliver renewable gas fuel which contributes to our recurring revenue stream.
Results of Operations
The following tables set forth certain financial data from the condensed consolidated statements of income for the periods indicated:
Three Months Ended March 31,
2022 2021 Year-Over-Year Change
(In Thousands) Amount % of Revenues Amount % of Revenues Dollar Change % Change
Revenues $ 474,002  100.0  % $ 252,202  100.0  % $ 221,800  87.9  %
Cost of revenues 405,624  85.6  % 205,293  81.4  % 200,331  97.6  %
Gross profit
68,378  14.4  % 46,909  18.6  % 21,469  45.8  %
Selling, general and administrative expenses 39,692  8.4  % 28,601  11.3  % 11,091  38.8  %
Operating income
28,686  6.1  % 18,308  7.3  % 10,378  56.7  %
Other expenses, net 7,081  1.5  % 3,672  1.5  % 3,409  92.8  %
Income before income taxes 21,605  4.6  % 14,636  5.8  % 6,969  47.6  %
Income tax (benefit) provision 2,307  0.5  % 2,205  0.9  % 102  4.6  %
Net income 19,298  4.1  % 12,431