Ameresco, Inc 10-Q for FY2024 Q3

Ameresco, Inc. (AMRC)

10-Q 2024-11-08 For: 2024-09-30

Added on April 10, 2026

About this 10-Q

Ameresco, Inc filed this 10-Q on November 8, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $500.87M; up 49.4% from $335.15M a year earlier
Net income: $17.6M; down 17.2% from net income of $21.27M a year earlier
Diluted EPS: $0.33; down 17.5% from $0.40 a year earlier

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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)


Title of Each Class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share	AMRC	New York Stock Exchange


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


Class			Shares outstanding as of November 4, 2024
Class A Common Stock, $0.0001 par value per share			34,442,751
Class B Common Stock, $0.0001 par value per share			18,000,000


						Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2024 (Unaudited) and December 31, 2023						1
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited)						3
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 (Unaudited)						4
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023 (Unaudited)						5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (Unaudited)						7
Notes to Condensed Consolidated Financial Statements (Unaudited)						9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						32
Item 3. Quantitative and Qualitative Disclosures About Market Risk						43
Item 4. Controls and Procedures						43

PART II - OTHER INFORMATION
Item 1. Legal Proceedings						44
Item 1A. Risk Factors						44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						44
Item 5. Other Information						44
Item 6. Exhibits						45
Signatures						46


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


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


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (1)	$	113,502	$	79,271
Restricted cash (1)	71,868		62,311
Accounts receivable, net of allowance of $2,064 and $903, respectively (1)	230,298		153,362
Accounts receivable retainage, net	43,466		33,826
Costs and estimated earnings in excess of billings (1)	572,804		636,163
Inventory, net	11,973		13,637
Prepaid expenses and other current assets (1)	155,353		123,391
Income taxes receivable	4,468		5,775
Project development costs, net	20,819		20,735
Total current assets (1)	1,224,551		1,128,471
Federal ESPC receivable	565,964		609,265
Property and equipment, net (1)	16,777		17,395
Energy assets, net (1)	1,882,588		1,689,424
Deferred income tax assets, net	36,607		26,411
Goodwill, net	75,922		75,587
Intangible assets, net	5,387		6,808
Operating lease assets (1)	77,609		58,586
Restricted cash, non-current portion (1)	19,021		12,094
Other assets (1)	77,812		89,735
Total assets (1)	$	3,982,238	$	3,713,776
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities, net (1)	$	343,247	$	322,247
Accounts payable (1)	399,244		402,752
Accrued expenses and other current liabilities (1)	101,259		108,831
Current portions of operating lease liabilities (1)	12,242		13,569
Billings in excess of cost and estimated earnings	108,020		52,903
Income taxes payable	655		1,169
Total current liabilities (1)	964,667		901,471
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	1,317,517		1,170,075
Federal ESPC liabilities	520,497		533,054
Deferred income tax liabilities, net	2,601		4,479
Deferred grant income	6,806		6,974
Long-term operating lease liabilities, net of current portion (1)	58,007		42,258
Other liabilities (1)	102,645		82,714
Commitments and contingencies (Note 10)
Redeemable non-controlling interests, net	42,761		46,865


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	500,873	$	335,149	$	1,237,261	$	933,265
Cost of revenues	423,734		271,493		1,047,960		761,012
Gross profit	77,139		63,656		189,301		172,253
Earnings from unconsolidated entities	159		526		724		1,356
Selling, general and administrative expenses	42,139		42,752		125,920		125,466
Operating income	35,159		21,430		64,105		48,143
Other expenses, net	21,469		10,642		51,399		27,883
Income before income taxes	13,690		10,788		12,706		20,260
Income tax benefit	(3,324)		(10,054)		(3,324)		(10,552)
Net income	17,014		20,842		16,030		30,812
Net loss (income) attributable to non-controlling interests and redeemable non-controlling interests	585		423		3,642		(2,077)
Net income attributable to common shareholders	$	17,599	$	21,265	$	19,672	$	28,735

Net income attributable to common shareholders
Basic	$	0.34	$	0.41	$	0.37	$	0.55
Diluted	$	0.33	$	0.40	$	0.37	$	0.54
Weighted average common shares outstanding:
Basic	52,413		52,209		52,352		52,104
Diluted	53,243		53,300		53,098		53,259


	Redeemable Non-controlling Interests (“RNCI”)		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Loss		Treasury Stock			Non-controlling Interests (“NCI”)		Total Stockholders’ Equity
			Shares	Amount		Shares	Amount				Retained Earnings				Shares	Amount
Balance, June 30, 2023	$	47,994	34,200,610	$	3	18,000,000	$	2	$	317,228	$	540,964	$	(2,884)	2,101,795	$	(11,788)	$	30,458	$	873,983
Exercise of stock options	—		22,150	—		—	—		274		—		—		—	—		—		274
Stock-based compensation expense	—		—	—		—	—		4,319		—		—		—	—		—		4,319

Restricted stock units released	—		11,786	—		—	—		—		—		—		—	—		—		—
Unrealized gain from interest rate hedges, net	—		—	—		—	—		—		—		764		—	—		—		764
Foreign currency translation adjustment	—		—	—		—	—		—		—		(1,615)		—	—		(36)		(1,651)

Distributions to RNCI	(159)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	26		—	—		—	—		—		(26)		—		—	—		—		(26)

Contributions from NCI	—		—	—		—	—		—		—		—		—	—		35		35

Net (loss) income	(586)		—	—		—	—		—		21,265		—		—	—		163		21,428
Balance, September 30, 2023	$	47,275	34,234,546	$	3	18,000,000	$	2	$	321,821	$	562,203	$	(3,735)	2,101,795	$	(11,788)	$	30,620	$	899,126

Balance, June 30, 2024	$	43,777	34,402,515	$	3	18,000,000	$	2	$	332,356	$	597,930	$	(3,800)	2,101,795	$	(11,788)	$	26,489	$	941,192

Exercise of stock options & share sales to cover taxes, net	—		7,500	—		—	—		405		—		—		—	—		—		405
Stock-based compensation expense	—		—	—		—	—		3,664		—		—		—	—		—		3,664

Restricted stock units released	—		32,736	—		—	—		—		—		—		40	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(1,060)		—	—		—		(1,060)
Foreign currency translation adjustment	—		—	—		—	—		—		—		2,057		—	—		(54)		2,003

Distributions to RNCI	(130)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	26		—	—		—	—		—		(26)		—		—	—		—		(26)

Contributions from NCI	—		—	—		—	—		—		—		—		—	—		2,997		2,997
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(364)		(364)

Net (loss) income	(912)		—	—		—	—		—		17,599		—		—	—		327		17,926
Balance, September 30, 2024	$	42,761	34,442,751	$	3	18,000,000	$	2	$	336,425	$	615,503	$	(2,803)	2,101,835	$	(11,788)	$	29,395	$	966,737


	Redeemable Non-controlling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Non-controlling Interests		Total Stockholders’ Equity
			Shares	Amount		Shares	Amount								Shares	Amount
Balance, December 31, 2022	$	46,623	33,948,362	$	3	18,000,000	$	2	$	306,314	$	533,549	$	(4,051)	2,101,795	$	(11,788)	$	49,002	$	873,031
Exercise of stock options	—		238,750	—		—	—		2,367		—		—		—	—		—		2,367
Stock-based compensation expense	—		—	—		—	—		12,318		—		—		—	—		—		12,318
Employee stock purchase plan	—		24,833	—		—	—		1,017		—		—		—	—		—		1,017
Restricted stock units released	—		22,601	—		—	—		—		—		—		—	—		—		—
Unrealized gain from interest rate hedges, net	—		—	—		—	—		—		—		716		—	—		—		716
Foreign currency translation adjustment	—		—	—		—	—		—		—		(400)		—	—		(25)		(425)

Distributions to RNCI	(494)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	81		—	—		—	—		—		(81)		—		—	—		—		(81)
Investment fund call option exercise	195		—	—		—	—		(195)		—		—		—	—		—		(195)
Contributions from NCI	—		—	—		—	—		—		—		—		—	—		957		957
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(20,521)		(20,521)
Net income	870		—	—		—	—		—		28,735		—		—	—		1,207		29,942
Balance, September 30, 2023	$	47,275	34,234,546	$	3	18,000,000	$	2	$	321,821	$	562,203	$	(3,735)	2,101,795	$	(11,788)	$	30,620	$	899,126

Balance, December 31, 2023	$	46,865	34,277,195	$	3	18,000,000	$	2	$	320,892	$	595,911	$	(3,045)	2,101,795	$	(11,788)	$	23,911	$	925,886

Exercise of stock options & share sales to cover taxes, net	—		70,089	—		—	—		909		—		—		—	—		—		909
Stock-based compensation expense	—		—	—		—	—		10,368		—		—		—	—		—		10,368
Employee stock purchase plan	—		32,841	—		—	—		990		—		—		—	—		—		990
Restricted stock units released	—		62,626	—		—	—		—		—		—		40	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(446)		—	—		—		(446)
Foreign currency translation adjustment	—		—	—		—	—		—		—		688		—	—		(36)		652

Distributions to RNCI	(418)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	80		—	—		—	—		—		(80)		—		—	—		—		(80)

Contributions from NCI	—		—	—		—	—		3,040		—		—		—	—		30,749		33,789
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(1,367)		(1,367)
Purchase of shares from NCI	—		—	—		—	—		226		—		—		—	—		(23,986)		(23,760)
Net (loss) income	(3,766)		—	—		—	—		—		19,672		—		—	—		124		19,796
Balance, September 30, 2024	$	42,761	34,442,751	$	3	18,000,000	$	2	$	336,425	$	615,503	$	(2,803)	2,101,835	$	(11,788)	$	29,395	$	966,737


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

	Nine Months Ended September 30,
	2024		2023
Cash flows from financing activities:

Payments of debt discount and debt issuance costs	$	(10,114)	$	(8,635)
Proceeds from exercises of options and ESPP	1,899		3,384

Payments on senior secured revolving credit facility, net	(33,400)		(115,000)
Proceeds from long-term debt financings	663,598		728,600
Proceeds from Federal ESPC projects	129,399		107,303
Net proceeds from energy asset receivable financing arrangements	5,216		12,514

Contributions from non-controlling interests	33,789		499
Distributions to non-controlling interest	(1,367)		(20,521)
Distributions to redeemable non-controlling interests, net	(418)		(494)
Payment on seller's promissory note	(41,941)		(12,500)
Payments on debt and financing leases	(441,603)		(162,749)
Cash flows from financing activities	305,058		532,401
Effect of exchange rate changes on cash	1,827		(980)
Net increase in cash, cash equivalents, and restricted cash	50,715		25,807
Cash, cash equivalents, and restricted cash, beginning of period	153,676		149,888
Cash, cash equivalents, and restricted cash, end of period	$	204,391	$	175,695

Supplemental disclosures of cash flow information:
Cash paid for interest	$	80,172	$	51,180
Cash paid for income taxes	$	1,946	$	2,719
Non-cash Federal ESPC settlement	$	143,936	$	99,164
Accrued purchases of energy assets	$	53,696	$	89,820
Non-cash contributions from non-controlling interest	$	—	$	458
Non-cash financing for energy asset project acquisition	$	32,500	$	82,964


	September 30, 2024		December 31, 2023
Other receivables	$	14,462	$	74,454
Deferred project costs	128,426		38,240
Prepaid expenses	12,465		10,697
Prepaid expenses and other current assets	$	155,353	$	123,391


	North America Regions		U.S. Federal		Europe		Alternative Fuels		All Other		Total
Project revenue	$	258,977	$	66,162	$	49,943	$	10,295	$	—	$	385,377
O&M revenue	10,284		15,817		480		1,844		—		28,425
Energy assets	20,444		7,096		197		31,393		—		59,130

Other	1,906		38		1,993		5		23,999		27,941
Total revenues	$	291,611	$	89,113	$	52,613	$	43,537	$	23,999	$	500,873


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	230,298	$	153,362
Accounts receivable retainage, net	43,466		33,826
Contract Assets:
Costs and estimated earnings in excess of billings	$	572,804	$	636,163
Contract Liabilities:
Billings in excess of cost and estimated earnings	$	108,020	$	52,903
Billings in excess of cost and estimated earnings, non-current (1)	20,808		18,393
Total contract liabilities	$	128,828	$	71,296


	North America Regions		U.S. Federal		Europe		Alternative Fuels		All Other		Total
Project revenue	$	553,930	$	177,721	$	161,431	$	27,342	$	—	$	920,424
O&M revenue	25,728		45,723		2,122		6,357		—		79,930
Energy assets	53,944		12,749		557		88,421		29		155,700

Other	4,425		547		5,684		128		70,423		81,207
Total revenues	$	638,027	$	236,740	$	169,794	$	122,248	$	70,452	$	1,237,261


	North America Regions		U.S. Federal		Europe		Alternative Fuels		All Other		Total
Project revenue	$	376,984	$	181,232	$	95,335	$	—	$	1,250	$	654,801
O&M revenue	18,270		40,439		1,285		8,054		—		68,048
Energy assets	50,983		4,735		1,297		77,901		121		135,037

Other	3,776		510		5,204		19		65,870		75,379
Total revenues	$	450,013	$	226,916	$	103,121	$	85,974	$	67,241	$	933,265


	Operating Leases		Financing Leases
Year ended December 31,
2024	$	4,536	$	1,121
2025	14,123		2,213
2026	8,816		2,054
2027	7,671		1,922
2028	6,288		1,955
Thereafter	77,763		15,935
Total lease payments	119,197		25,200
Less: interest	48,948		11,779
Present value of lease liabilities	$	70,249	$	13,421


	September 30, 2023		December 31, 2022
Accounts receivable, net	$	133,070	$	174,009
Accounts receivable retainage, net	33,459		38,057
Contract Assets:
Costs and estimated earnings in excess of billings	$	591,378	$	576,363
Contract Liabilities:
Billings in excess of cost and estimated earnings	$	36,880	$	34,796
Billings in excess of cost and estimated earnings, non-current (1)	15,622		7,617
Total contract liabilities	$	52,502	$	42,413

(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.


	Preliminary March 31, 2023		Measurement Period Adjustment		As Adjusted December 31, 2023
Cash	$	9,535	$	—	$	9,535
Long-term debt assumed, net of current portions	3,951		—		3,951
FX adjustment	(41)		—		(41)
Fair value of consideration transferred	$	13,445	$	—	$	13,445

Cash and cash equivalents	$	190	$	—	$	190
Accounts receivable	6,230		—		6,230
Costs and estimated earnings in excess of billings	8,985		—		8,985
Prepaid expenses and other current assets	16,504		—		16,504
Project development costs	5,140		—		5,140
Property and equipment and energy assets	1,234		—		1,234
Intangible assets	4,438		—		4,438
Long-term restricted cash	163		—		163
Accounts payable	(15,480)		—		(15,480)
Accrued expenses and other current liabilities	(4,510)		165		(4,345)
Current portions of long-term debt	(15,165)		—		(15,165)
Deferred income tax liabilities, net	(931)		—		(931)
Other liabilities	(208)		—		(208)
Recognized identifiable assets acquired and liabilities assumed	$	6,590	$	165	$	6,755
Goodwill	$	6,855	$	(165)	$	6,690


	As of September 30, 2024		As of December 31, 2023
Gross carrying amount	$	37,694	37,147
Less - accumulated amortization	(32,307)		(30,339)
Intangible assets, net	$	5,387	$	6,808


		Three Months Ended September 30,				Nine Months Ended September 30,
Asset type	Location	2024		2023		2024		2023

All other intangible assets	Selling, general and administrative expenses	$	539	$	690	$	1,615	$	1,681


	September 30, 2024		December 31, 2023
Energy assets (1)	$	2,304,905	$	2,054,145
Less - accumulated depreciation and amortization	(422,317)		(364,721)
Energy assets, net	$	1,882,588	$	1,689,424

(1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Also includes the energy asset projects acquired in January 2024 and excludes energy assets held for sale. See section below and Note 19 for additional information.


	September 30, 2024			December 31, 2023
Operating Leases:
Operating lease assets	$	77,609		$	58,586

Current portions of operating lease liabilities	$	12,242		$	13,569
Long-term portions of operating lease liabilities	58,007			42,258
Total operating lease liabilities	$	70,249		$	55,827
Weighted-average remaining lease term	19 years			18 years
Weighted-average discount rate	6.6		%	6.6		%

Financing Leases:
Energy assets	$	25,684		$	27,262

Current portions of financing lease liabilities	$	766		$	871
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	12,655			13,057
Total financing lease liabilities	$	13,421		$	13,928
Weighted-average remaining lease term	12 years			13 years
Weighted-average discount rate	12.02		%	12.05		%


	September 30, 2024		December 31, 2023
Senior secured revolving credit facility (1)	$	106,500	$	140,000
Senior secured term loans	71,250		139,900
Second lien term loan	100,000		—
Energy asset construction facilities (2)	327,365		470,248
Energy asset term loans (2)	708,437		564,530
Sale-leasebacks (3)	370,344		185,698
Financing lease liabilities (4)	13,421		13,928

Total debt and financing lease liabilities	1,697,317		1,514,304
Less: current maturities	343,247		322,247
Less: unamortized discount and debt issuance costs	36,553		21,982
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	1,317,517	$	1,170,075

(1) At September 30, 2024, funds of $67,110 were available for borrowing under this facility.
(2) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest.
(3) These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures.
(4) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 7 for additional disclosures.


		Fair Value as of
	Level	September 30, 2024		December 31, 2023
Assets:
Interest rate swap instruments	2	$	2,943	$	3,970


Liabilities:
Interest rate swap instruments	2	$	983	$	629

Make-whole provisions	2	14,344		6,012
Contingent consideration	3	1,552		1,465
Total liabilities		$	16,879	$	8,106


	As of September 30, 2024				As of December 31, 2023
	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt (Level 2)	$	1,643,666	$	1,647,343	$	1,466,458	$	1,478,394


		Derivatives as of
		September 30, 2024		December 31, 2023
	Balance Sheet Location	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	457	$	1,023
Interest rate swap contracts	Other liabilities	$	38	$	—
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	2,486	$	2,947
Interest rate swap contracts	Other liabilities	$	945	$	629


Make-whole provisions	Other liabilities	$	14,344	$	6,012


		Amount of (Gain) Loss Recognized in Net Income
	Location of (Gain) Loss Recognized in Net Income	Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(259)	$	(546)	$	(806)	$	(757)
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	2,109	$	(1,281)	$	778	$	(1,160)

Make-whole provisions	Other expenses, net	$	1,592	$	(1,764)	$	(1,045)	$	(2,146)


	Nine Months Ended September 30, 2024
Derivatives Designated as Hedging Instruments:
Accumulated gain in AOCI at the beginning of the period	$	746

Unrealized gain recognized in AOCI	360
Gain reclassified from AOCI to other expenses, net	(806)
Loss on derivatives	(446)
Accumulated gain in AOCI at the end of the period	$	300


	September 30, 2024 (1)						December 31, 2023 (1)
	Investment Funds		Other VIEs		Total VIEs		Investment Funds		Other VIEs		Total VIEs
Cash and cash equivalents	$	1,328	$	10,067	$	11,395	$	5,099	$	16,780	$	21,879

Accounts receivable, net	—		13,760		13,760		—		1,977		1,977
Costs and estimated earnings in excess of billings	2,699		—		2,699		662		13,409		14,071
Prepaid expenses and other current assets	30		1,859		1,889		33		3,749		3,782
Income taxes receivable	—		625		625		—		—		—
Project development costs, net	—		14,244		14,244		—		—		—
Total VIE current assets	4,057		40,555		44,612		5,794		35,915		41,709
Property and equipment, net	—		—		—		—		267		267
Energy assets, net	75,985		89,544		165,529		79,104		173,808		252,912
Intangible assets net	—		26		26		—		—		—
Operating lease assets	4,627		—		4,627		4,748		12,908		17,656
Restricted cash, non-current portion	73		—		73		73		—		73
Other assets	—		102		102		10		74		84
Total VIE assets	$	84,742	$	130,227	$	214,969	$	89,729	$	222,972	$	312,701
Current portions of long-term debt and financing lease liabilities	$	2,200	$	—	$	2,200	$	2,190	$	132,427	$	134,617
Accounts payable	1,350		7,403		8,753		1,440		6,490		7,930
Accrued expenses and other current liabilities	208		1,549		1,757		241		19,627		19,868
Current portions of operating lease liabilities	146		—		146		133		6,953		7,086
Billings in excess of cost and estimated earnings	—		12,719		12,719		—		3,153		3,153
Income Taxes Payable	—		262		262		—		—		—
Total VIE current liabilities	3,904		21,933		25,837		4,004		168,650		172,654
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	16,028		—		16,028		17,167		—		17,167
Long-term operating lease liabilities, net of current portion	5,002		—		5,002		5,063		3,823		8,886
Other liabilities	392		—		392		356		—		356
Total VIE liabilities	$	25,326	$	21,933	$	47,259	$	26,590	$	172,473	$	199,063

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


	As of
	September 30, 2024		December 31, 2023
Equity and cost method investments	$	16,729	$	18,709


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2024		2023		2024		2023
Numerator:
Net income attributable to common shareholders	$	17,599	$	21,265	$	19,672	$	28,735
Adjustment for accretion of tax equity financing fees	(26)		(26)		(80)		(81)
Income attributable to common shareholders	$	17,573	$	21,239	$	19,592	$	28,654
Denominator:
Basic weighted-average shares outstanding	52,413		52,209		52,352		52,104
Effect of dilutive securities:
Stock options	830		1,091		746		1,155
Diluted weighted-average shares outstanding	53,243		53,300		53,098		53,259
Net income per share attributable to common shareholders:
Basic	$	0.34	$	0.41	$	0.37	$	0.55
Diluted	$	0.33	$	0.40	$	0.37	$	0.54

Potentially dilutive shares (1)	2,204		1,954		2,084		1,950

(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.


	As of September 30,
(In Thousands)	2024		2023
Project Backlog
Fully-contracted backlog	$	1,852,774	$	1,188,460
Awarded, not yet signed customer contracts	2,656,082		2,512,880
Total project backlog	$	4,508,856	$	3,701,340
12-month project backlog	$	976,530	$	765,125

O&M Backlog
Fully-contracted backlog	$	1,421,204	$	1,237,985
12-month O&M backlog	$	91,380	$	87,475


Name (Title)	Action Taken (Date of Action)	Duration of Trading Arrangement	Aggregate Number of Securities
Nickolaus Stavropoulos, Director	Adoption: 9/6/2024	Until September 6, 2025 or such earlier date upon which all transactions are completed or expire without execution	Sale of up to 54,000 shares


1.	I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.