Edgar Filing: Ameresco, Inc.

AMRC 6.30.2011 10-Q Q2'11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2011



o		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 R No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes R No o

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



Large Accelerated Filer o	Accelerated Filer o	Non-accelerated Filer þ (Do not check if a smaller reporting company)	Smaller reporting company o

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

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



Class	Shares outstanding as of August 5, 2011
Class A Common Stock, $0.0001 par value per share	25,070,795
Class B Common Stock, $0.0001 par value per share	18,000,000

Table of Contents

AMERESCO, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

TABLE OF CONTENTS



		Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements

Consolidated Balance Sheets at December 31, 2010 and June 30, 2011 (Unaudited)		1

Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2010 and 2011 (Unaudited)		3

Consolidated Statements of Income and Comprehensive Income for the six months ended June 30, 2010 and 2011 (Unaudited)		4

Consolidated Statement of Changes in Stockholders' Equity for the six months ended June 30, 2011 (Unaudited)		5

Consolidated Statements of Cash Flows for the three months ended June 30, 2010 and 2011 (Unaudited)		6

Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2011 (Unaudited)		8

Notes to Condensed Consolidated Financial Statements (Unaudited)		10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		26

Item 3. Quantitative and Qualitative Disclosures About Market Risk		43

Item 4. Controls and Procedures		44

PART II - OTHER INFORMATION
Item 1. Legal Proceedings		46

Item 1A. Risk Factors		46

Item 6. Exhibits		46

Signatures		47

Exhibit Index		48

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AMERESCO, INC.

CONSOLIDATED BALANCE SHEETS



	December 31,		June 30,
	2010		2011
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	44,691,021	$	59,782,193
Restricted cash	9,197,447		9,549,018
Accounts receivable, net	68,584,304		81,902,348
Accounts receivable retainage	18,452,777		18,396,605
Costs and estimated earnings in excess of billings	35,556,425		46,589,790
Inventory, net	6,780,092		8,763,084
Prepaid expenses and other current assets	8,471,628		9,199,024
Income tax receivable	2,511,542		9,184,403
Deferred income taxes	9,908,240		11,484,214
Project development costs	7,556,345		6,801,519
Total current assets	211,709,821		261,652,198
Federal ESPC receivable	193,551,495		214,684,987
Property and equipment, net	5,406,387		6,170,694
Project assets, net	145,147,475		148,884,718
Deferred financing fees, net	3,412,186		3,750,820
Goodwill	20,580,995		20,580,995
Other assets	4,598,980		4,854,605
	372,697,518		398,926,819
	$	584,407,339	$	660,579,017
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	4,722,118	$	11,037,054
Accounts payable	95,302,897		77,777,574
Accrued expenses	12,517,671		7,029,400
Billings in excess of cost and estimated earnings	27,555,894		27,452,444
Income taxes payable	2,488,672		981,664
Total current liabilities	142,587,252		124,278,136
Long-term debt, less current portion	202,409,484		263,426,767
Deferred income taxes	12,013,799		16,344,070
Deferred grant income	4,200,929		6,194,712
Other liabilities	28,144,144		30,991,113
	$	246,768,356	$	316,956,662
Commitments and contingencies (Note 5)
The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.
CONSOLIDATED BALANCE SHEETS — (Continued)
	December 31,			June 30,
	2010			2011
				(Unaudited)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2010 and June 30, 2011	$	—		$	—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 27,925,649 shares issued and 23,092,365 outstanding at December 31, 2010, 29,693,961 shares issued and 24,860,677 outstanding at June 30, 2011	2,793			2,969
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at December 31, 2010 and June 30, 2011	1,800			1,800
Additional paid-in capital	74,069,087			83,567,211
Retained earnings	126,609,101			140,729,514
Accumulated other comprehensive income	3,551,521			4,225,296
Less — treasury stock, at cost, 4,833,284 shares and 4,833,284 shares, respectively	(9,182,571		)	(9,182,571		)
Total stockholders’ equity	195,051,731			219,344,219
	$	584,407,339		$	660,579,017



The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Three Months Ended June 30,
	2010			2011
	(Unaudited)
Revenue:
Energy efficiency revenue	$	100,827,659		$	123,786,051
Renewable energy revenue	40,526,848			41,695,892
	141,354,507			165,481,943
Direct expenses:
Energy efficiency expenses	83,064,955			102,247,778
Renewable energy expenses	32,135,716			31,082,490
	115,200,671			133,330,268
Gross profit	26,153,836			32,151,675
Operating expenses:
Salaries and benefits	5,327,713			8,162,669
Project development costs	2,047,505			5,263,216
General, administrative and other	6,765,107			5,368,227
	14,140,325			18,794,112
Operating income	12,013,511			13,357,563
Other expenses, net (Note 8)	(1,216,698		)	(988,569		)
Income before provision for income taxes	10,796,813			12,368,994
Income tax provision	(3,089,175		)	(3,536,866		)
Net income	7,707,638			8,832,128
Other comprehensive income (loss):
Unrealized loss from interest rate hedge, net of tax	(1,231,352		)	(455,835		)
Foreign currency translation adjustment	(1,183,944		)	134,364
Comprehensive income	$	5,292,342		$	8,510,657
Net income per share attributable to common shareholders:
Basic	$	0.56		$	0.21
Diluted	$	0.21		$	0.19
Weighted average common shares outstanding:
Basic	13,742,472			42,367,242
Diluted	38,412,419			45,907,748

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME



	Six Months Ended June 30,
	2010			2011
	(Unaudited)
Revenue:
Energy efficiency revenue	$	175,715,228		$	229,979,316
Renewable energy revenue	71,267,865			81,922,396
	246,983,093			311,901,712
Direct expenses:
Energy efficiency expenses	145,589,102			188,609,201
Renewable energy expenses	56,841,126			63,157,803
	202,430,228			251,767,004
Gross profit	44,552,865			60,134,708
Operating expenses:
Salaries and benefits	13,484,742			18,247,401
Project development costs	5,176,942			9,664,793
General, administrative and other	11,315,045			10,561,561
	29,976,729			38,473,755
Operating income	14,576,136			21,660,953
Other expenses, net (Note 8)	(2,072,387		)	(1,889,006		)
Income before provision for income taxes	12,503,749			19,771,947
Income tax provision	(3,518,433		)	(5,651,534		)
Net income	8,985,316			14,120,413
Other comprehensive income (loss):
Unrealized loss from interest rate hedge, net of tax	(1,551,580		)	(215,987		)
Foreign currency translation adjustment	(190,045		)	889,762
Comprehensive income	$	7,243,691		$	14,794,188
Net income per share attributable to common shareholders:
Basic	$	0.66		$	0.34
Diluted	$	0.24		$	0.31
Weighted average common shares outstanding:
Basic	13,513,649			41,847,646
Diluted	38,115,517			45,285,650

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Unaudited)



																		Accumulated
	Series A Preferred									Additional								Other			Total
	Stock			Class B Common Stock			Class A Common Stock			Paid-in		Retained		Treasury Stock				Comprehensive			Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Shares	Amount			Income			Equity
Balance, December 31, 2010	—	$	—	18,000,000	$	1,800	27,925,649	$	2,793	$	74,069,087	$	126,609,101	4,833,284	$	(9,182,571	)	$	3,551,521		$	195,051,731
Exercise of stock options, net	—	—		—	—		1,768,312	176		4,001,912		—		—	—			—			4,002,088
Stock-based compensation expense, including excess tax benefits of $3,901,636	—	—		—	—		—	—		5,496,212		—		—	—			—			5,496,212
Foreign currency translation adjustment	—	—		—	—		—	—		—		—		—	—			889,762			889,762
Unrealized loss from interest rate hedge, net of tax	—	—		—	—		—	—		—		—		—	—			(215,987		)	(215,987		)
Net income	—	—		—	—		—	—		—		14,120,413		—	—			—			14,120,413
Balance, June 30, 2011	—	$	—	18,000,000	$	1,800	29,693,961	$	2,969	$	83,567,211	$	140,729,514	4,833,284	$	(9,182,571	)	$	4,225,296		$	219,344,219
The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Three Months Ended June 30,
	2010			2011
	(Unaudited)
Cash flows from operating activities:
Net income	$	7,707,638		$	8,832,128
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of project assets	1,661,726			2,240,001
Depreciation of property and equipment	257,855			609,933
Amortization of deferred financing fees	97,655			94,822
Provision for bad debts	—			34
Write-down of long-term receivable	2,111,000			—
Stock-based compensation expense	668,065			735,526
Deferred income taxes	(2,394,601		)	453,460
Excess tax benefits from stock-based compensation arrangements	—			(3,510,339		)
Changes in operating assets and liabilities:
(Increase) decrease in:
Restricted cash draws	55,536,045			37,303,666
Accounts receivable	(13,865,733		)	(4,961,611		)
Accounts receivable retainage	1,007,235			(1,104,244		)
Federal ESPC receivable	(60,539,815		)	(37,132,797		)
Inventory	(551,643		)	(349,778		)
Costs and estimated earnings in excess of billings	(5,096,250		)	(4,751,958		)
Prepaid expenses and other current assets	(185,082		)	(642,293		)
Project development costs	(50,222		)	(160,631		)
Other assets	821,536			(823,972		)
Increase (decrease) in:
Accounts payable and accrued expenses	8,907,545			(653,233		)
Billings in excess of cost and estimated earnings	4,358,402			4,218,481
Other liabilities	697,904			434,854
Income taxes payable	1,329,064			757,554
Net cash provided by operating activities	2,478,324			1,589,603
Cash flows from investing activities:
Purchases of property and equipment	(59,719		)	(911,404		)
Purchases of project assets	(6,492,890		)	(8,129,688		)
Net cash used in investing activities	$	(6,552,609	)	$	(9,041,092	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)



	Three Months Ended June 30,
	2010			2011
	(Unaudited)
Cash flows from financing activities:
Excess tax benefits from stock-based compensation arrangements	$	—		$	3,510,339
Payments of financing fees	(711,355		)	(493,700		)
Proceeds from exercises of options and warrants	412,866			2,585,997
Repurchase of stock	(768,970		)	—
Proceeds from senior secured credit facility	6,418,897			35,000,000
Restricted cash	(509,477		)	(1,087,999		)
Payments on long-term debt	(3,450,145		)	(1,642,731		)
Net cash provided by financing activities	1,391,816			37,871,906
Effect of exchange rate changes on cash	(544,614		)	12,140
Net (decrease) increase in cash and cash equivalents	(3,227,083		)	30,432,557
Cash and cash equivalents, beginning of period	24,361,479			29,349,636
Cash and cash equivalents, end of period	$	21,134,396		$	59,782,193
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	1,701,086		$	1,345,688
Income taxes	$	1,133,907		$	1,781,156

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Six Months Ended June 30,
	2010			2011
	(Unaudited)
Cash flows from operating activities:
Net income	$	8,985,316		$	14,120,413
Adjustments to reconcile net income to cash used in operating activities:
Depreciation of project assets	3,416,858			4,450,613
Depreciation of property and equipment	645,386			1,081,722
Amortization of deferred financing fees	168,005			205,655
Provision for bad debts	—			24,220
Write-down of long-term receivable	2,111,000			—
Unrealized loss on interest rate swaps	(133,591		)	—
Stock-based compensation expense	1,107,151			1,594,576
Deferred income taxes	(792,193		)	3,145,594
Excess tax benefits from stock-based compensation arrangements	—			(3,901,636		)
Changes in operating assets and liabilities:
(Increase) decrease in:
Restricted cash draws	55,750,984			78,216,575
Accounts receivable	(2,933,663		)	(12,582,461		)
Accounts receivable retainage	(2,287,508		)	335,308
Federal ESPC receivable	(58,689,683		)	(73,639,333		)
Inventory	(1,095,058		)	(1,982,992		)
Costs and estimated earnings in excess of billings	(7,800,862		)	(10,895,160		)
Prepaid expenses and other current assets	(3,701,125		)	(663,502		)
Project development costs	82,038			760,445
Other assets	2,021,312			(204,655		)
Increase (decrease) in:
Accounts payable and accrued expenses	(19,190,845		)	(23,857,383		)
Billings in excess of cost and estimated earnings	3,652,554			(328,028		)
Other liabilities	1,631,437			4,777,394
Income taxes payable	1,595,453			(4,689,033		)
Net cash used in operating activities	(15,457,034		)	(24,031,668		)
Cash flows from investing activities:
Purchases of property and equipment	(484,095		)	(1,806,634		)
Purchases of project assets	(12,367,371		)	(14,720,891		)
Grant awards received on project assets	—			6,695,711
Net cash used in investing activities	$	(12,851,466	)	$	(9,831,814	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)



	Six Months Ended June 30,
	2010			2011
	(Unaudited)
Cash flows from financing activities:
Excess tax benefits from stock-based compensation arrangements	$	—		$	3,901,636
Payments of financing fees	(897,433		)	(544,289		)
Proceeds from exercises of options and warrants	412,866			4,002,088
Repurchase of stock	(768,970		)	—
Proceeds from senior secured credit facility	11,435,901			40,000,000
Proceeds from long-term debt financing	812,398			5,500,089
Restricted cash	(4,819,258		)	(1,675,566		)
Payments on long-term debt	(4,792,696		)	(2,554,609		)
Net cash provided by financing activities	1,382,808			48,629,349
Effect of exchange rate changes on cash	132,548			325,305
Net (decrease) increase in cash and cash equivalents	(26,793,144		)	15,091,172
Cash and cash equivalents, beginning of year	47,927,540			44,691,021
Cash and cash equivalents, end of period	$	21,134,396		$	59,782,193
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,518,479		$	1,817,040
Income taxes	$	1,400,520		$	5,035,756

The accompanying notes are an integral part of these condensed consolidated financial statements.

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Ameresco, Inc. (including its subsidiaries, the "Company") was organized as a Delaware corporation on April 25, 2000. The Company is a provider of energy efficiency solutions for facilities throughout North America. The Company provides solutions, both products and services, that enable customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. The Company's comprehensive set of services includes upgrades to a facility's energy infrastructure and the construction and operation of small-scale renewable energy plants. It also sells certain photovoltaic equipment worldwide. The Company operates in the United States, Canada, and Europe.

The Company is compensated through a variety of methods, including: 1) direct payments based on fee-for-services contracts (utilizing lump-sum or cost-plus pricing methodologies); 2) the sale of energy from the Company's generating assets; and 3) direct payment for photovoltaic equipment and systems.

The condensed consolidated financial statements as of December 31, 2010 and June 30, 2011, and for the three and six months ended June 30, 2010 and 2011, include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions have been eliminated. The condensed consolidated financial statements as of June 30, 2011, and for the three and six months ended June 30, 2010 and 2011, are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted. The interim condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation in conformity with GAAP. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2010, and notes thereto, included in the Company's annual report on Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 31, 2011. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Codification

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification ("ASC").

A summary of the significant accounting policies consistently applied in the preparation of the accompanying condensed consolidated financial statements follows.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Ameresco, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Gains and losses from the translation of all foreign currency financial statements are recorded in the accumulated other comprehensive income (loss) account within stockholders' equity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates with regard to these condensed consolidated financial statements relate to the estimation of final construction contract profit in accordance with accounting for long-term contracts, allowance for doubtful accounts, inventory reserves, project development costs, fair value of derivative financial instruments and stock-based awards, impairment of long lived assets, income taxes and estimating potential liability in conjunction with certain commitments and contingencies. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash includes cash on deposit, overnight repurchase agreements and amounts invested in highly liquid money market funds. Cash equivalents consist of short term investments with original maturities of three months or less. The Company maintains accounts with financial institutions and the balances in such accounts, at times, exceed federally insured limits. This credit risk is divided among a number of financial institutions that management believes to be of high quality. The carrying

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)

amount of cash and cash equivalents approximates their fair value.

Restricted Cash

Restricted cash consists of cash held in an escrow account in association with construction draws for energy savings performance contracts ("ESPCs"), as well as cash required under term loans to be maintained in debt service reserve accounts until all obligations have been indefeasibly paid in full.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management's evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. Changes in the allowance for doubtful accounts for the six months ended June 30, 2010 and 2011 are as follows:



	Six Months Ended June 30,
	2010			2011
Balance, beginning of period	$	1,602,079		$	1,677,278
Charges to costs and expenses	—			24,220
Account write-offs and other deductions	(24,637		)	(195,296		)
Balance, end of period	$	1,577,442		$	1,506,202

At December 31, 2010 and at June 30, 2011, no customer accounted for more than 10% of the Company's total accounts receivable.

During the three months ended June 30, 2010, one customer accounted for approximately 12.6% of the Company's total revenue. During the three months ended June 30, 2011, no customer accounted for more than 10% of the Company's total revenue.

During the six months ended June 30, 2010 and 2011, the Company had one customer that accounted for approximately 13.2% and 10.5%, respectively, of the Company's total revenue.

Accounts Receivable Retainage

Accounts receivable retainage represents amounts due from customers, but where payments are withheld contractually until certain construction milestones are met. Amounts retained typically range from five percent to ten percent of the total invoice.

Inventory

Inventories, which consist of photovoltaic solar panels, batteries and related accessories, are stated at the lower of cost ("first-in, first-out" method) or market (determined on the basis of estimated realizable values). Provisions have been made to reduce the carrying value to the realizable value.

Prepaid Expenses

Prepaid expenses consist primarily of short-term prepaid expenditures that will amortize within one year.

Federal ESPC Receivable Financing

Federal ESPC receivable financing represents the amount to be paid by various federal government agencies for work performed and earned by the Company under specific ESPCs. The Company assigns certain of its rights to receive those payments to third-party lenders that provide construction and permanent financing for such contracts. The receivable is recognized as revenue as each project is constructed. Upon completion and acceptance of the project by the government, the assigned ESPC receivable and corresponding related project debt is eliminated from the Company's financial statements.

Project Development Costs

The Company capitalizes as project development costs only those costs incurred in connection with the development of energy projects, primarily direct labor, interest costs, outside contractor services, consulting fees, legal fees and travel, if incurred after a point in time where the realization of related revenue becomes probable. Project development costs incurred

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)

prior to the probable realization of revenue are expensed as incurred. The Company classifies project development costs as a current asset as the development efforts are expected to proceed to construction activity in the twelve months that follow. The Company periodically reviews these balances and writes off any amounts where the realization of the related revenue is no longer probable.

Property and Equipment

Property and equipment consists primarily of office and computer equipment. These assets are recorded at cost. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives:



Asset Classification		Estimated Useful Life
Furniture and office equipment		Five years
Computer equipment and software costs		Five years
Leasehold improvements		Lesser of term of lease or five years
Automobiles		Five years
Land		Unlimited

Project Assets

Project assets consist of costs of materials, direct labor, interest costs, outside contract services and project development costs incurred in connection with the construction of small-scale renewable energy plants that the Company owns and the implementation of energy savings contracts. These amounts are capitalized and amortized over the lives of the related assets or the terms of the related contracts.

The Company capitalizes interest costs relating to construction financing during the period of construction. The interest capitalized is included in the total cost of the project at completion. The amount of interest capitalized for the six months ended June 30, 2010 was $252,113. No interest was capitalized for the three months ended June 30, 2010 or the three and six months ended June 30, 2011.

Routine maintenance costs are expensed in the current year's condensed consolidated statements of income and comprehensive income to the extent that they do not extend the life of the asset. Major maintenance, upgrades and overhauls are required for certain components of the Company's assets. In these instances, the costs associated with these upgrades are capitalized and are depreciated over the shorter of the life of the asset or until the next required major maintenance or overhaul period. Gains or losses on disposal of property and equipment are reflected in general, administrative and other expenses in the condensed consolidated statements of income and comprehensive income.dd

The Company evaluates its long-lived assets for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. The Company evaluates recoverability of long-lived assets to be held and used by estimating the undiscounted future cash flows before interest associated with the expected uses and eventual disposition of those assets. When these comparisons indicate that the carrying value of those assets is greater than the undiscounted cash flows, the Company recognizes an impairment loss for the amount that the carrying value exceeds the fair value. d

In February and March 2011, the Company received a total of $6,695,711 in grant awards from the U.S. Treasury Department (the "Treasury") under Section 1603 of the American Recovery and Reinvestment Act of 2009 (the "Act"). The Act authorized the Treasury to make payments to eligible persons who place in service qualifying renewable energy projects. The grants are paid in lieu of investment tax credits. All of the proceeds from the grants were used and recorded as a reduction in the cost basis of the applicable project assets. If the Company disposes of the property, or the property ceases to qualify as specified energy property, within five years from the date the property is placed in service, then a prorated portion of the Section 1603 payment must be repaid. For tax purposes, the Section 1603 payments are not included in federal and certain state taxable income and the basis of the property is reduced by 50% of the payment received. Deferred grant income of $4,200,929 and $6,194,712 in the accompanying condensed consolidated balance sheets at December 31, 2010 and June 30, 2011, respectively, represents the benefit of the basis difference to be amortized to income tax expense over the life of the related property.

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Deferred Financing Fees

Deferred financing fees relate to the external costs incurred to obtain financing for the Company. All deferred financing fees are amortized over the respective term of the financing.

Goodwill

The Company has classified as goodwill the excess of fair value of the net assets (including tax attributes) of companies acquired in purchase transactions. The Company assesses the impairment of goodwill and intangible assets with indefinite lives on an annual basis (December 31^st) and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company would record an impairment charge if such an assessment were to indicate that the fair value of such assets was less than their carrying values. Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets.

Factors that could indicate that an impairment may exist include significant underperformance relative to plan or long-term projections, significant changes in business strategy, significant negative industry or economic trends or a significant decline in the base price of the Company's publicly traded stock for a sustained period of time. Although the Company believes goodwill and intangible assets are appropriately stated in the accompanying condensed consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance.

During April 2011, the Company made an additional payment of approximately $2,000,000 in accordance with certain provisions of the stock purchase agreement with the former shareholders of Quantum Engineering and Development, Inc. ("Quantum"). The payment has been reflected retrospectively as additional goodwill in the accompanying consolidated balance sheets in accordance with ASC 805, Business Combinations.

Other Assets

Other assets consist primarily of notes and contracts receivable due to the Company.

Asset Retirement Obligations

The Company recognizes a liability for the fair value of required asset retirement obligations ("AROs") when such obligations are incurred. The liability is estimated on a number of assumptions requiring management's judgment, including equipment removal costs, site restoration costs, salvage costs, cost inflation rates and discount rates and is accredited to its projected future value over time. The capitalized asset is depreciated using the convention of depreciation of plant assets. Upon satisfaction of the ARO conditions, any difference between the recorded ARO liability and the actual retirement cost incurred is recognized as an operating gain or loss in the condensed consolidated statements of income and comprehensive income. As of December 31, 2010 and June 30, 2011, the Company had no AROs.

Other Liabilities

Other liabilities consist primarily of deferred revenue related to multi-year operation and maintenance contracts which expire as late as 2031. Other liabilities also include the fair value of derivatives.

Revenue Recognition

The Company derives revenue from energy efficiency and renewable energy products and services. Energy efficiency products and services 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 products and services include the construction of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy, the sale of such electricity, gas, heat or cooling from plants that the Company owns, and the sale and installation of solar energy products and systems.

Revenue from the installation or construction of projects is recognized on a percentage-of-completion basis. The percentage-of-completion for each project is determined on an actual cost-to-estimated final cost basis. Maintenance revenue is recognized as related services are performed. In accordance with industry practice, the Company includes in current assets and liabilities the amounts of receivables related to construction projects realizable and payable over a period in excess of one year. The revenue associated with contract change orders is recognized only when the authorization for the change order has been properly executed and the work has been performed and accepted by the customer.

When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of

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such costs, the Company records the entire expected loss immediately, regardless of the percentage of completion.

Billings in excess of cost and estimated earnings represents advanced billings on certain construction contracts. Costs and estimated earnings in excess of billings represent certain amounts under customer contracts that were earned and billable but not invoiced at December 31, 2010 and June 30, 2011.

The Company sells certain products and services in bundled arrangements, where multiple products and/or services are involved. The Company divides bundled arrangements into separate deliverables and revenue is allocated to each deliverable based on the relative selling price. The relative selling price is determined using vendor specific objective evidence, third party evidence or management's best estimate of selling price.

The Company recognizes revenue from the sale and delivery of products, including the output from renewable energy plants, when produced and delivered to the customer, in accordance with specific contract terms, provided that persuasive evidence of an arrangement exists, the Company's price to the customer is fixed or determinable and collectability is reasonably assured.

The Company recognizes revenue from operations and maintenance ("O&M") contracts and consulting services as the related services are performed.

For a limited number of contracts under which the Company receives additional revenue based on a share of energy savings, such additional revenue is recognized as energy savings are generated.

Direct Expenses

Direct expenses include the cost of labor, materials, equipment, subcontracting and outside engineering that are required for the development and installation of projects, as well as preconstruction costs, sales incentives, associated travel, inventory obsolescence charges, and, if applicable, costs of procuring financing. A majority of the Company's contracts have fixed price terms; however, in some cases the Company negotiates protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services and equipment.

Direct expenses also include the costs of maintaining and operating the small-scale renewable energy plants that the Company owns, including the cost of fuel (if any) and depreciation charges.

Income Taxes

The Company provides for income taxes based on the liability method. The Company provides for deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities calculated using the enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return.

The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions.

The Company's liabilities for uncertain tax positions can be relieved only if the contingency becomes legally extinguished through either payment to the taxing authority or the expiration of the statute of limitations, the recognition of the benefits associated with the position meet the "more-likely-than-not" threshold or the liability becomes effectively settled through the examination process.

The Company considers matters to be effectively settled once the taxing authority has completed all of its required or expected examination procedures, including all appeals and administrative reviews; the Company has no plans to appeal or litigate any aspect of the tax position; and the Company believes that it is highly unlikely that the taxing authority would examine or re-examine the related tax position. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. See Note 3 for additional information on the Company's income taxes.

Foreign Currency Translation

The local currency of the Company's foreign operations is considered the functional currency of such operations. All assets

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and liabilities of the Company's foreign operations are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the year. Translation adjustments are accumulated as a separate component of stockholders' equity. Foreign currency translation gains and losses are reported in the condensed consolidated statements of income and comprehensive income.

Financial Instruments

Financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, long-term contract receivables, accounts payable, long-term debt and interest rate swaps. The estimated fair value of cash and cash equivalents, restricted cash, accounts receivable, long-term contract receivables and accounts payable approximates their carrying value. See below for fair value measurements of long-term debt. See Note 9 for fair value of interest rate swaps.

Stock-Based Compensation Expense

Stock-based compensation expense results from the issuances of shares of restricted common stock and grants of stock options and warrants to employees, directors, outside consultants and others. The Company recognizes the costs associated with restricted stock, option and warrant grants using the fair value recognition provisions of ASC 718, Compensation - Stock Compensation on a straight-line basis over the vesting period of the awards.

Stock-based compensation expense is recognized based on the grant-date fair value. The Company estimates the fair value of the stock-based awards, including stock options, using the Black-Scholes option-pricing model. Determining the fair value of stock-based awards requires the use of highly subjective assumptions, including the fair value of the common stock underlying the award, the expected term of the award and expected stock price volatility.

The assumptions used in determining the fair value of stock-based awards represent management's estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors change, and different assumptions are employed, the stock-based compensation could be materially different in the future. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant, with maturities approximating the expected life of the stock options.

The Company has no history of paying dividends. Additionally, as of each of the grant dates, there was no expectation to pay dividends over the expected life of the options. The expected life of the awards is estimated using historical data and management's expectations. Because there was no public market for the Company's common stock prior to the Company's initial public offering, management lacked company-specific historical and implied volatility information. Therefore, estimates of expected stock volatility were based on that of publicly-traded peer companies, and it is expected that the Company will continue to use this methodology until such time as there is adequate historical data regarding the volatility of the Company's publicly-traded stock price.

The Company is required to recognize compensation expense for only the portion of options that are expected to vest. Actual historical forfeiture rate of options is based on employee terminations and the number of shares forfeited. These data and other qualitative factors are considered by the Company in determining the forfeiture rate used in recognizing stock compensation expense. If the actual forfeiture rate varies from historical rates and estimates, additional adjustments to compensation expense may be required in future periods. If there are any modifications or cancellations of the underlying unvested securities or the terms of the stock option, it may be necessary to accelerate, increase or cancel any remaining unamortized stock-based compensation expense.

The Company also accounts for equity instruments issued to non-employee directors and consultants at fair value. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty's performance is complete. No awards to individuals who were not either an employee or director of the Company occurred during the year ended December 31, 2010 or for the six months ended June 30, 2011.

Fair Value Measurements

In 2009, the Company adopted fair value measurements for all of its non-financial assets and non-financial liabilities, except for those recognized at fair value in the financial statements at least annually. These assets include goodwill and long-lived assets measured at fair value for impairment assessments, and non-financial assets and liabilities initially measured at fair value in a business combination. The Company's adoption of this guidance did not have a material impact on its condensed

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consolidated financial statements.

The Company's financial instruments include cash and cash equivalents, accounts and notes receivable, interest rate swaps, accounts payable, accrued expenses, equity-based liabilities and short- and long-term borrowings. Because of their short maturity, the carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value. The carrying value of long-term variable-rate debt approximates fair value. As of June 30, 2011, the carrying value of the Company's fixed-rate long-term debt exceeds its fair value by approximately $1,226,100. This is based on quoted market prices or on rates available to the Company for debt with similar terms and maturities.

The Company accounts for its interest rate swaps as derivative financial instruments in accordance with the related guidance. Under this guidance, derivatives are carried on the consolidated balance sheets at fair value. The fair value of the Company's interest rate swaps are determined based on observable market data in combination with expected cash flows for each instrument.

Derivative Financial Instruments

In the normal course of business, the Company utilizes derivatives contracts as part of its risk management strategy to manage exposure to market fluctuations in interest rates. These instruments are subject to various credit and market risks. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. Credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. The Company seeks to manage credit risk by entering into financial instrument transactions only through counterparties that the Company believes to be creditworthy.

Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates. The Company seeks to manage market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. As a matter of policy, the Company does not use derivatives for speculative purposes. The Company considers the use of derivatives with all financing transactions to mitigate risk.

A portion of the Company's project financing includes two projects that utilize an interest rate swap instrument. During 2007, the Company entered into two fifteen-year interest rate swap contracts under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. The swaps cover notional amounts of approximately $13,100,000 and $2,900,000, each a variable rate note at fixed interest rates of 5.4% and 5.3%, respectively, and expire in September 2023 and February 2021, respectively. These interest rate swaps qualified, but were not designated, as cash flow hedges until April 1, 2010. Accordingly, the Company recognized the change in fair value of these derivatives in the consolidated statements of income prior to April 1, 2010, and in the consolidated statements of comprehensive income (loss) thereafter. Cash flows from derivative instruments were reported as operating activities in the consolidated statements of cash flows.

In March 2010, the Company entered into a fourteen-year interest rate swap contract under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. The swap covers a notional amount of approximately $27,900,000 variable rate note at a fixed interest rate of 6.99% and expires in December 2024.

As of April 1, 2010, and in accordance with accounting standards, the swaps have been designated as cash flow hedges. Accordingly, the Company recognizes the fair value of the swaps in its consolidated balance sheets and any changes in the fair value are recorded as adjustments to other comprehensive income (loss).

With respect to the Company's interest rate swaps that had been designated as cash flow hedges, the Company recorded an unrealized loss in earnings during the six months ended June 30, 2010 of approximately $133,591, as other expenses, net in the condensed consolidated statements of income and comprehensive income. No unrealized gains (losses) were recorded during the three months ended June 30, 2010 or the three and six months ended June 30, 2011.

See Note 10 for additional information on the Company's derivative instruments.

Earnings Per Share

Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares, including

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vested restricted shares. When the effects are not anti-dilutive, diluted earnings per share is calculated using: the weighted-average outstanding common shares; the dilutive effect of convertible preferred stock, under the "if converted" method; and the treasury stock method with regard to warrants and stock options; all as determined under the treasury stock method.



	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2011		2010		2011
Basic and diluted net income	$	7,707,638	$	8,832,128	$	8,985,316	$	14,120,413
Basic weighted-average shares outstanding	13,742,472		42,367,242		13,513,649		41,847,646
Effect of dilutive securities:
Preferred stock	19,260,000		—		19,260,000		—
Stock options	5,409,947		3,540,506		5,341,868		3,438,004
Warrants	—		—		—		—
Diluted weighted-average shares outstanding	38,412,419		45,907,748		38,115,517		45,285,650

For the three and six months ended June 30, 2010, 428,000 shares of common stock were excluded from the calculation of dilutive shares as the effect would be anti-dilutive. For the three and six months ended June 30, 2011, 60,000 and 88,688 shares of common stock, respectively, related to stock options were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive.

Business Segments

The Company reports four segments: U.S. federal, central U.S. region, other U.S. regions and Canada. Each segment provides customers with energy efficiency and renewable energy solutions. The other U.S. regions segment is an aggregation of four regions: northeast U.S., southeast U.S., southwest U.S. and northwest U.S. These regions have similar economic characteristics — in particular, expected and actual gross profit margins. In addition, they sell products and services of a similar nature, serve similar types of customers and use similar methods to distribute their products and services. Accordingly, these four regions meet the aggregation criteria set forth in ASC 280. The "all other" category includes activities, such as O&M and sales of renewable energy and certain other renewable energy products, that are managed centrally at the Company's corporate headquarters. It also includes all corporate operating expenses — salaries and benefits, project development costs and general, administrative and other — not specifically allocated to the segments. For the three months ended June 30, 2010 and 2011, unallocated corporate expenses were $6,648,778 and $8,681,007, respectively. Income before taxes and unallocated corporate expenses for all other for the three months ended June 30, 2010 and 2011, was $5,379,788 and $3,298,358, respectively. For the six months ended June 30, 2010 and 2011, unallocated corporate expenses were $13,987,958 and $18,377,185, respectively. Income before taxes and unallocated corporate expenses for all other for the six months ended June 30, 2010 and 2011 was $8,804,942 and $7,369,541, respectively. See Note 11.

3. INCOME TAXES

The provision for income taxes was $3,089,175 and $3,536,866, for the three months ended June 30, 2010 and 2011, respectively. The provision for income taxes was $3,518,433 and $5,651,534 for the six months ended June 30, 2010 and 2011, respectively. The effective tax rate remained unchanged at 28.6% for the three months ended June 30, 2011 as compared to the three months ended June 30, 2010. The effective tax rate changed to 28.6% for the six months ended June 30, 2011 from 28.1% for the six months ended June 30, 2010. The overall rates vary from the statutory rate due to the benefit of certain energy efficiency preferences the Company generates during the year.

4. STOCK INCENTIVE PLAN

In 2000, the Company’s Board of Directors approved the Company’s 2000 Stock Incentive Plan (the “2000 Plan”) and authorized the Company to reserve 12,000,000 shares of its then authorized common stock, par value $0.0001 per share ("Common Stock") for issuance under the 2000 Plan. From 2001 to 2009, the Company’s Board of Directors authorized the Company to reserve an additional 16,500,000 shares of Common Stock for issuance under the 2000 Plan, bringing the total number of shares of Common Stock reserved under the 2000 Plan to 28,500,000. The 2000 Plan provided for the issuance of restricted stock grants, incentive stock options and nonqualified stock options. The Company will grant no further stock options or restricted stock awards under the 2000 Plan.

The Company’s 2010 Stock Incentive Plan (the “2010 Plan"), which became effective upon the closing of the Company’s

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initial public offering, was adopted by the Company’s Board of Directors in May 2010 and approved by its stockholders in June 2010. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. Upon its effectiveness, 10,000,000 shares of the Company’s Class A common stock were reserved for issuance under the 2010 Plan. As of December 31, 2010, no stock options had been granted under the 2010 Plan. During the six months ended June 30, 2011, the Company granted options to purchase 88,688 shares of Class A common stock under the 2010 Plan. The options were granted at a weighted average exercise price of $15.289 per share.

Stock Option Grants

The Company has granted stock options to certain employees and directors, including its principal and controlling shareholder, under the 2000 Plan. The Company will grant no further stock options or restricted stock awards under the 2000 Plan. The Company has also granted stock options to certain employees and directors under the 2010 Plan. At June 30, 2011, 9,911,312 shares were available for grant under the 2010 Plan. The following table summarizes the collective activity under the 2000 Plan and the 2010 Plan:



	Number of Options		Weighted-Average Exercise Price
Outstanding at December 31, 2010	8,274,000		$	4.177
Granted (1)	88,688		15.289
Exercised	(1,770,312	)	(2.265		)
Forfeited	(139,034	)	(8.547		)
Outstanding at June 30, 2011	6,453,342		$	4.761
Options exercisable at June 30, 2011	4,774,204		$	3.626
Expected to vest at June 30, 2011	1,330,585		$	8.002
Options exercisable at December 31, 2010	6,066,750		$	2.956

(1) Grants are related to the 2010 Plan.

The weighted-average remaining contractual life of all options expected to vest at June 30, 2011 was 4.21 years. The total intrinsic value of options exercised during the six months ended June 30, 2011 was $13,118,967.

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The following table summarizes information about stock options outstanding at June 30, 2011:



			Outstanding Options				Exercisable Options
Related Plan	Exercise Price		Number Outstanding	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price		Number Exercisable	Weighted-Average Exercise Price
2000 Plan	$	0.750	100,000	0.56	$	0.750	100,000	$	0.750
2000 Plan	0.875		563,577	1.05	0.875		563,577	0.875
2000 Plan	1.500		20,000	1.58	1.500		20,000	1.500
2000 Plan	1.750		243,500	2.04	1.750		243,500	1.750
2000 Plan	1.875		112,500	2.29	1.875		112,500	1.875
2000 Plan	2.750		867,239	3.05	2.750		861,239	2.750
2000 Plan	3.000		50,500	3.58	3.000		50,500	3.000
2000 Plan	3.250		1,000,230	1.98	3.250		975,880	3.250
2000 Plan	3.410		1,011,050	2.04	3.410		835,250	3.410
2000 Plan	4.220		593,092	2.70	4.220		329,092	4.220
2000 Plan	6.055		1,030,300	4.47	6.055		394,800	6.055
2000 Plan	13.045		772,666	5.18	13.045		287,866	13.045
2010 Plan	14.810		60,000	6.41	14.810		—	14.810
2010 Plan	16.290		28,688	6.08	16.290		—	16.290
			6,453,342				4,774,204

During the six months ended June 30, 2011, a total of 1,770,312 shares were issued upon the exercise of options under the 2000 Plan at an average price of $2.265 per share. Cash received from option exercise under all stock-based payment arrangements for the six months ended June 30, 2011 was $4,009,398.

Under the 2000 Plan and the 2010 Plan, all options expire if not exercised within ten years after the grant date. The options generally vest over five years at a rate of 20% after the first year, and at a rate of five percent every three months beginning one year after the grant date. If the employee ceases to be employed by the Company for any reason before vested options have been exercised, the employee has 90 days to exercise vested options or they are forfeited.

The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted. The Company will recognize the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award.

The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The following table sets forth the significant assumptions used in the model during 2010 and 2011:



	Year Ended December 31,	Six Months Ended June 30,
	2010	2011
Future dividends	$ -	$ -
Risk-free interest rate	2.59%-3.11%	2.23%-2.58%
Expected volatility	57%-59%	42%-44%
Expected life	6.5 years	6.5 years

The Company will continue to use judgment in evaluating the expected term, volatility and forfeiture rate related to the stock-based compensation on a prospective basis, and incorporating these factors into the Black-Scholes pricing model. Higher volatility and longer expected lives result in an increase to stock-based compensation expense determined at the date of grant. In addition, any changes in the estimated forfeiture rate can have a significant effect on reported stock-based compensation expense, as the cumulative effect of adjusting the rate for all expense amortization is recognized in the period that the forfeiture

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estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the stock-based compensation expense recognized in the accompanying condensed consolidated financial statements. If a revised forfeiture rate is lower than the previously estimated rate, an adjustment is made that will result in an increase to the stock-based compensation expense recognized in the accompanying condensed consolidated financial statements. These expenses will affect the direct expenses, salaries and benefits and project development costs expenses.

The weighted-average fair value of stock options granted during the six months ended June 30, 2011, under the Black-Scholes option pricing model was $7.088 per share. For the three months ended June 30, 2010 and 2011, the Company recorded stock-based compensation expense of approximately $668,065 and $735,526, respectively, in connection with stock-based payment awards. For the six months ended June 30, 2010 and 2011, the Company recorded stock-based compensation expense of approximately $1,107,151 and $1,594,576, respectively, in connection with stock-based payment awards. The compensation expense is allocated between direct expenses, salaries and benefits and project development costs in the accompanying consolidated statements of income and comprehensive income based on the salaries and work assignments of the employees holding the options. As of June 30, 2011, there was approximately $8,732,690 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 3.59 years.

5. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

On February 27, 2009, the Company received notice of a default termination from a customer for which the Company was performing construction services. The dispute involves the customer's assertion of its understanding of the contractual scope of work involved and with the completion date of the project. The Company disputes the customer's assertion as it believes that the basis of the default arose from a delay due to the discovery of and need for remediation of previously undiscovered hazardous materials not identified by the customer during contract negotiations. In February 2010, the Company filed a motion for summary judgment as to a portion of the complaint. In March 2010, the customer filed its response. Discovery is currently ongoing. A hearing on the Company's motion is scheduled for July 1, 2012.

The Company did not record an additional accrual for this matter beyond the adjustments made to the Company's expected profit on this contract because the Company believes that the likelihood is remote that any additional liability would be incurred related to this matter. Based on the contract termination notice, the Company has adjusted its expected contract revenue and profit until such time as this contingency is resolved. The Company had claims of approximately $4.0 million outstanding with the customer as of June 30, 2011. As of June 30, 2011, the Company has not recognized any revenue or profit associated with these claims.

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

Compensation Commitment

Related to the Company's acquisition of Quantum in the third quarter of 2010, certain individuals are eligible to receive additional compensation. Total potential additional compensation is up to $1,150,000 and will be recognized as earned.

6. GEOGRAPHIC INFORMATION

The Company attributes revenue to customers based on the location of the customer. The composition of the Company's assets at December 31, 2010 and June 30, 2011 and revenues from sales to unaffiliated customers for the three and six months ended June 30, 2010 and 2011 between those in the United States and those in other locations, is as follows:

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)



	December 31,		June 30,
	2010		2011
Assets:
United States	$	512,290,125	$	592,007,728
Canada	72,012,318		68,345,751
Other	104,896		225,538
	$	584,407,339	$	660,579,017



	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2011		2010		2011
Revenue:
United States	$	118,588,182	$	137,725,505	$	205,500,866	$	259,343,735
Canada	22,456,881		27,118,981		41,026,297		51,827,380
Other	309,444		637,457		455,930		730,597
	$	141,354,507	$	165,481,943	$	246,983,093	$	311,901,712

7. RELATED PARTY TRANSACTIONS

The Company's principal and controlling shareholder previously provided a limited personal indemnification to the surety companies that provide performance and payment bonds and other surety products to the Company. During 2010, in connection with the initial public offering the limited personal indemnification provided by the Company's principal and controlling shareholder was removed.

8. OTHER EXPENSES, NET

Other expenses, net, consisted of the following items for the three and six months ended June 30, 2010 and 2011:



	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2011			2010			2011
Unrealized loss from derivatives	$	—		$	—		$	(133,591	)	$	—
Interest expense, net of interest income	(1,119,043		)	(893,747		)	(1,770,791		)	(1,683,351		)
Amortization of deferred financing fees	(97,655		)	(94,822		)	(168,005		)	(205,655		)
	$	(1,216,698	)	$	(988,569	)	$	(2,072,387	)	$	(1,889,006	)

9. FAIR VALUE MEASUREMENT

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

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

Level 2: Inputs are based upon 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 the Company's financial instruments measured at fair value on a recurring basis as of December 31, 2010 and June 30, 2011:

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)



		Fair Value as of
		December 31,		June 30,
	Level	2010		2011
Liabilities:
Interest rate swap instruments	2	$	3,632,238	$	3,992,216
Total liabilities		$	3,632,238	$	3,992,216

The fair value of the Company's interest rate swaps was determined using cash flow analysis on the expected cash flow of the contract in combination with observable market-based inputs, including interest rate curves and implied volatilities. As part of this valuation, the Company considered the credit ratings of the counterparties to the interest rate swaps to determine if a credit risk adjustment was required.

The Company is also required periodically to measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. The Company determined the fair value used in its annual impairment analysis with its own discounted cash flow analysis. The Company has determined the inputs used in such analysis as Level 3 inputs. The Company did not record any impairment charges on goodwill or other intangible assets as no significant events requiring non-financial assets and liabilities to be measured at fair value occurred for the year ended December 31, 2010 or for the six months ended June 30, 2011.

10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

At December 31, 2010 and June 30, 2011, the following table presents information about the fair value amounts of the Company's derivative instruments:

Liability Derivatives as of

December 31, 2010

June 30, 2011

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Derivatives Designated as Hedging Instruments:

Interest rate swap contracts

Other liabilities

3,632,238

Other liabilities

3,992,216

There were no derivatives not designated as hedging instruments for the three months ended June 30, 2010 and 2011.

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



	Location of Gain (Loss) Recognized in	Amount of Gain (Loss) Recognized in Income on Derivative for the Six Months Ended June 30, are as follows:
	Income on Derivative	2010			2011
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Interest (expense) income	$	(133,591	)	$	—



	As of June 30, 2011
	Loss Recognized in Accumulated Other Comprehensive Income			Loss Reclassified from Accumulated Other Comprehensive Income
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	$	(359,978	)	$	(803,446	)

11. BUSINESS SEGMENT INFORMATION

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)

characteristics — in particular, expected and actual gross profit margins. In addition, they sell products and services of a similar nature, serve similar types of customers and use similar methods to distribute their products and services. Accordingly, these four regions meet the aggregation criteria set forth in ASC 280. The "all other" category includes activities, such as O&M and sales of renewable energy and certain other renewable energy products, that are managed centrally at the Company's corporate headquarters. It also includes all corporate operating expenses — salaries and benefits, project development costs, and general, administrative and other — not specifically allocated to the segments. The Company does not allocate any indirect expenses to the segments. For the three months ended June 30, 2010 and 2011 unallocated corporate expenses were $6,648,778 and $8,681,007, respectively. Income before taxes and unallocated corporate expenses for all other for the three months ended June 30, 2010 and 2011 was $5,379,788 and $3,298,358, respectively. For the six months ended June 30, 2010 and 2011, unallocated corporate expenses were $13,987,958 and $18,377,185, respectively. Income before taxes and unallocated corporate expenses for all other for the six months ended June 30, 2010 and 2011 was $8,804,942 and $7,369,541, respectively. The accounting policies are the same as those described in the summary of significant accounting policies (see Note 2).

Ameresco, Inc. and Subsidiaries

Segment Reporting

Three Months Ending June 30, 2011



	U.S. Federal		Central U.S. Region		Other U.S. Regions		Canada			All Other			Total
Total revenue	$	38,495,552	$	21,782,922	$	52,042,053	$	26,955,522		$	26,205,894		$	165,481,943
Interest income	$	—	$	—	$	—	$	(10,171	)	$	75,970		$	65,799
Interest expense	$	—	$	—	$	—	$	(10,156	)	$	969,702		$	959,546
Depreciation	$	57,301	$	9,242	$	—	$	211,650		$	2,571,741		$	2,849,934
Income (loss) before taxes	$	7,438,809	$	1,080,845	$	8,826,309	$	405,680		$	(5,382,649	)	$	12,368,994
Total assets	$	227,473,184	$	16,479,677	$	191,757,215	$	68,345,751		$	156,523,190		$	660,579,017
Capital expenditures	$	29,510	$	4,164	$	676,994	$	1,013,260		$	7,317,164		$	9,041,092

Ameresco, Inc. and Subsidiaries

Segment Reporting

Three Months Ending June 30, 2010



	U.S. Federal		Central U.S. Region		Other U.S. Regions		Canada		All Other			Total
Total revenue	$	36,114,603	$	20,594,876	$	36,099,011	$	22,321,531	$	26,224,486		$	141,354,507
Interest income	$	—	$	—	$	—	$	8,108	$	104,901		$	113,009
Interest expense	$	—	$	—	$	—	$	1,188	$	1,026,923		$	1,028,111
Depreciation	$	20,699	$	1,663	$	—	$	117,436	$	1,779,783		$	1,919,581
Income (loss) before taxes	$	3,332,223	$	2,109,898	$	5,907,492	$	716,190	$	(1,268,990	)	$	10,796,813
Total assets	$	120,805,073	$	16,821,075	$	54,490,468	$	54,096,742	$	187,899,738		$	434,113,096
Capital expenditures	$	10,902	$	3,199	$	112,644	$	283,919	$	6,141,945		$	6,552,609

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)

Ameresco, Inc. and Subsidiaries

Segment Reporting

Six Months Ending June 30, 2011



	U.S. Federal		Central U.S. Region		Other U.S. Regions		Canada		All Other			Total
Total revenue	$	80,565,051	$	39,260,683	$	89,034,780	$	51,499,972	$	51,541,226		$	311,901,712
Interest income	$	—	$	—	$	—	$	5,026	$	178,207		$	183,233
Interest expense	$	—	$	—	$	—	$	1,925	$	1,864,659		$	1,866,584
Depreciation	$	113,512	$	15,821	$	—	$	311,044	$	5,091,958		$	5,532,335
Income (loss) before taxes	$	13,986,612	$	689,508	$	14,707,904	$	1,395,567	$	(11,007,644	)	$	19,771,947
Total assets	$	227,473,184	$	16,479,677	$	191,757,215	$	68,345,751	$	156,523,190		$	660,579,017
Capital expenditures	$	65,052	$	14,470	$	1,267,153	$	1,915,660	$	13,265,190		$	16,527,525

Ameresco, Inc. and Subsidiaries

Segment Reporting

Six Months Ending June 30, 2010



	U.S. Federal		Central U.S. Region		Other U.S. Regions		Canada		All Other			Total
Total revenue	$	60,993,251	$	39,201,577	$	57,781,412	$	40,675,348	$	48,331,505		$	246,983,093
Interest income	$	—	$	—	$	—	$	15,299	$	105,207		$	120,506
Interest expense	$	—	$	—	$	—	$	1,239	$	1,890,058		$	1,891,297
Depreciation	$	41,099	$	2,929	$	—	$	219,621	$	3,798,595		$	4,062,244
Income (loss) before taxes	$	5,314,829	$	3,144,978	$	8,116,972	$	1,109,986	$	(5,183,016	)	$	12,503,749
Total assets	$	120,805,073	$	16,821,075	$	54,490,468	$	54,096,742	$	187,899,738		$	434,113,096
Capital expenditures	$	23,893	$	10,837	$	466,153	$	1,266,880	$	11,083,703		$	12,851,466

12. STOCKHOLDERS' EQUITY

Warrants

As part of a previous financing agreement, the Company issued warrants to acquire 2,000,000 and 1,600,000 shares of Common Stock in 2001 and 2002, respectively. The warrants initially had a per share exercise price of $0.005 and $0.30, respectively; however, the $0.30 per share exercise price was subsequently reduced to $0.005. During 2008, the Company repurchased 3,194,714 of these warrants at an average price of $2.505 per share, for a total price of $8.0 million. The Company recorded this transaction in additional paid-in capital. In June 2010, the Company issued 405,286 shares of Common Stock upon the exercise of these warrants at an exercise price of $0.005 per share, and no warrants to purchase shares of the Company’s capital stock remain outstanding.

Stock Split and Reclassification

In July 2010, in connection with the initial public offering (discussed below), the Company implemented a “dual class” capital structure with two classes of common stock: Class A common stock and Class B common stock. In implementing this capital structure, (i) a two-for-one split of the Company’s Common Stock was effected, (ii) all outstanding shares of Common Stock were reclassified as Class A common stock; (iii) each outstanding option to purchase shares of Common Stock was converted into an option to purchase shares of Class A common stock, (iv) all holders of shares of the Company’s Series A Preferred Stock (other than George P. Sakellaris, the Company’s founder, principal stockholder, president and chief executive officer) elected to convert their shares of Series A Preferred Stock into shares of Class A common stock, and (v) all outstanding shares of the Company’s Series A Preferred Stock (which were then held solely by Mr. Sakellaris) automatically converted into shares of Class B common stock. The rights of the holders of the Company’s Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of the Company’s Class A common stock is entitled to one vote per share and is not convertible into any other shares of the Company’s capital stock. Each share of the Company’s Class B common stock is entitled to five votes per share, is convertible at any time into one share of Class A

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AMERESCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)

common stock at the option of the holder of such share and will automatically convert into one share of Class A common stock upon the occurrence of certain specified events, including a transfer of such shares (other than to such holder’s family members, descendants or certain affiliated persons or entities).

All common share and per share amounts in the condensed consolidated financial statements and notes thereto have been restated to reflect the two-for-one stock split of the Common Stock effected on July 20, 2010. A At June 30, 2011 the Company has authorized 500,000,000 shares of Class A common stock, par value $0.0001 per share, 144,000,000 shares of Class B common stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share.

Initial Public Offering

On July 27, 2010, the Company completed its initial public offering of 8,696,820 shares of Class A common stock at a price to the public of $10.00 per share. Of the shares sold, the Company issued and sold 6,000,000, and existing stockholders sold 2,696,820. In addition, on August 25, 2010, pursuant to the partial exercise of the underwriters’ over-allotment option, the Company sold an additional 342,889 shares of its Class A common stock at an offering price of $10.00 per share. The offering generated gross proceeds to the Company of approximately $63,400,000, or approximately $56,400,000 net of underwriting discounts and offering expenses. The offering generated gross proceeds to selling stockholders of approximately $27,000,000, or approximately $25,100,000 net of underwriting discounts. The Company incurred approximately $7,000,000 of expenses in connection with the offering.

13. LONG-TERM DEBT

7.25% Term Loan

On March 31, 2011, the Company entered into a term loan with a bank with an original principal amount of $5,500,089. The note evidencing the loan bears interest at a rate of 7.25%. The principal amounts are due in quarterly installments ranging from $98,311 to $170,902, plus interest, with remaining principal balances and unpaid interest due March 31, 2021. In the event a payment is defaulted on, the payee has the option to accelerate payment terms and make due the remaining principal and accrued interest balance. At June 30, 2011, $5,401,779 was outstanding under the term loan.

Senior Secured Credit Facility - Revolver and Term Loan

On June 10, 2008, the Company entered into an amended and restated credit and security agreement with a bank, consisting of a $50,000,000 revolving facility. The agreement required the Company to pay monthly interest at various rates in arrears, based on the amount outstanding. In 2010, the weighted-average interest rate was 2.3875%. This facility had an original maturity date of June 30, 2011. At December 31, 2010, no balance was outstanding under the facility. The agreement contained various restrictive covenants and was secured by a lien on all of the assets of the Company other than renewable energy projects that the Company owns and that are financed by others.

On June 30, 2011, the Company again amended and restated the credit and security agreement and continues as the sole borrower under the agreement. The amended and restated facility extends and expands the Company's prior facility. The facility consists of a $60,000,000 revolving credit facility and a $40,000,000 term loan. The revolving credit facility may be increased up to an additional $25,000,000 at the Company's option, if the lenders agree. The facility matures on June 30, 2016, and all remaining unpaid amounts outstanding under the facility will be due at that time. At June 30, 2011, no balance was outstanding under the revolving credit facility and $40,000,000 was outstanding under the term loan. Payments on the term loan are due in quarterly installments of $1,428,571, with all remaining unpaid principal amounts due June 30, 2016. The obligations under the facility are guaranteed by certain of the Company's subsidiaries and are secured by a lien on all of the assets of the Company other than renewable energy projects that the Company owns and that are financed by others.

14. SUBSEQUENT EVENTS

On July 14, 2011, the Company acquired Applied Energy Group, Inc. ("AEG"), a privately held company providing energy efficiency and demand side management consulting services. AEG is headquartered in Islandia, NY, and currently serves utilities and government agencies in the Northeast, Mid-Atlantic, Midwest and other regions.

The Company has evaluated subsequent events through the date of this filing. Except as disclosed above, there were no other subsequent events to report.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations for the year ended December 31, 2010 included in our Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 31, 2011 with the U.S. Securities and Exchange Commission, or SEC. This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, including statements that refer to projections regarding our future financial performance, our anticipated growth and trends in our businesses, our future capital needs and capital expenditures; our future market position and competitive changes in the marketplace for our services; our ability to integrate new technologies into our services; our ability to access credit or capital markets; our reliance on subcontractors; potential acquisitions or divestitures; the continued availability of key personnel; and other characterizations of future events or circumstances are forward-looking statements. These 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 Annual Report on Form 10-K for the year ended December 31, 2010 and elsewhere in this Report. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so 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 provider of energy efficiency solutions for facilities throughout North America. We provide solutions that enable customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. Our comprehensive set of services includes upgrades to a facility’s energy infrastructure and the construction and operation of small-scale renewable energy plants.

We report results under ASC 280 for four segments: U.S. federal, central U.S. region, other U.S. regions and Canada. Each segment provides customers with energy efficiency and renewable energy solutions. These segments do not include results of other activities, such as operations and maintenance, or O&M, and sales of renewable energy and certain other renewable energy products, that are managed centrally at our corporate headquarters, or corporate operating expenses not specifically allocated to the segments. See Note 11 to our unaudited condensed consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Our revenue has increased from $20.9 million in 2001, our first full year of operations, to $618.2 million in 2010. We achieved profitability in 2002, and we have been profitable every year since then.

In addition to organic growth, strategic acquisitions of complementary businesses and assets have been an important part of our development. Since inception, we have completed more than ten acquisitions, which have enabled us to broaden our service offerings and expand our geographical reach. Our acquisition of the energy services business of Duke Energy in 2002 expanded our geographical reach into Canada and the southeastern United States and enabled us to penetrate the federal government market for energy efficiency projects. The acquisition of the energy services business of Exelon in 2004 expanded our geographical reach into the Midwest. Our acquisition of the energy services business of Northeast Utilities in 2006 substantially grew our capability to provide services for the federal market and in Europe. Our acquisition of Southwestern Photovoltaic in 2007 significantly expanded our offering of solar energy products and services. Our acquisition of energy services company Quantum Engineering and Development, Inc., or Quantum, in 2010 expanded our geographical reach into the Northwest.

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Recent Developments

On July 14, 2011 we acquired Applied Energy Group, Inc., or AEG, an energy efficiency and demand side management consulting services provider active in the Northeast, Mid-Atlantic, Midwest and other regions.

Energy Savings Performance and Energy Supply Contracts

For our energy efficiency projects, we typically enter into energy savings performance contracts, or ESPCs, under which we agree to develop, design, engineer and construct a project and also commit that the project will satisfy agreed-upon performance standards that vary from project to project. These performance commitments are typically based on the design, capacity, efficiency or operation of the specific equipment and systems we install. Our commitments generally fall into three categories: pre-agreed, equipment-level and whole building-level. Under a pre-agreed energy reduction commitment, our customer reviews the project design in advance and agrees that, upon or shortly after completion of installation of the specified equipment comprising the project, the commitment will have been met. Under an equipment-level commitment, we commit to a level of energy use reduction based on the difference in use measured first with the existing equipment and then with the replacement equipment. A whole building-level commitment requires demonstration of energy usage reduction for a whole building, often based on readings of the utility meter where usage is measured. Depending on the project, the measurement and demonstration may be required only once, upon installation, based on an analysis of one or more sample installations, or may be required to be repeated at agreed upon intervals generally over up to 20 years.

Under our contracts, we typically do not take responsibility for a wide variety of factors outside our control and exclude or adjust for such factors in commitment calculations. These factors include variations in energy prices and utility rates, weather, facility occupancy schedules, the amount of energy-using equipment in a facility, and failure of the customer to operate or maintain the project properly. Typically, our performance commitments apply to the aggregate overall performance of a project rather than to individual energy efficiency measures. Therefore, to the extent an individual measure underperforms, it may be offset by other measures that over perform. In the event that an energy efficiency project does not perform according to the agreed-upon specifications, our agreements typically allow us to satisfy our obligation by adjusting or modifying the installed equipment, installing additional measures to provide substitute energy savings, or paying the customer for lost energy savings based on the assumed conditions specified in the agreement. Many of our equipment supply, local design, and installation subcontracts contain provisions that enable us to seek recourse against our vendors or subcontractors if there is a deficiency in our energy reduction commitment. From our inception to June 30, 2011, our total payments to customers and incurred equipment replacement and maintenance costs under our energy reduction commitments, after customer acceptance of a project, have been less than $100,000 in the aggregate. See “We may have liability to our customers under our ESPCs if our projects fail to deliver the energy use reductions to which we are committed under the contract” in Item 1A, Risk Factors in our Annual Report on Form 10-K.

Payments by the federal government for energy efficiency measures are based on the services provided and the products installed, but are limited to the savings derived from such measures, calculated in accordance with federal regulatory guidelines and the specific contract’s terms. The savings are typically determined by comparing energy use and other costs before and after the installation of the energy efficiency measures, adjusted for changes that affect energy use and other costs but are not caused by the energy efficiency measures.

For projects involving the construction of a small-scale renewable energy plant that we own and operate, we enter into long-term contracts to supply the electricity, processed landfill gas, or LFG, heat or cooling generated by the plant to the customer, which is typically a utility, municipality, industrial facility or other large purchaser of energy. The rights to use the site for the plant and purchase of renewable fuel for the plant are also obtained by us under long-term agreements with terms at least as long as the associated output supply agreement. Our supply agreements typically provide for fixed prices or prices that escalate at a fixed rate or vary based on a market benchmark. See “We may assume responsibility under customer contracts for factors outside our control, including, in connection with some customer projects, the risk that fuel prices will increase” in Item 1A, Risk Factors in our Annual Report on Form 10-K.

Project Financing

To finance projects with federal governmental agencies, we typically sell to the lenders our right to receive a portion of the long-term payments from the customer arising out of the project for a purchase price reflecting a discount to the aggregate amount due from the customer. The purchase price is generally advanced to us over the implementation period based on completed work or a schedule predetermined to coincide with the construction of the project. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the

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contract with our customer, and the debt remains on our consolidated balance sheet until the completed project is accepted by the customer. Once the completed project is accepted by the customer, the financing is treated as a true sale and the related receivable and financing liability are removed from our consolidated balance sheet.

Institutional customers, such as state, provincial and local governments, schools and public housing authorities, typically finance their energy efficiency and renewable energy projects through either tax-exempt leases or issuances of municipal bonds. We assist in the structuring of such third-party financing.

In some instances, customers prefer that we retain ownership of the renewable energy plants and related project assets that we construct for them. In these projects, we typically enter into a long-term supply agreement to furnish electricity, gas, heat or cooling to the customer’s facility. To finance the significant upfront capital costs required to develop and construct the plant, we rely either on our internal cash flow or, in some cases, third-party debt. For project financing by third-party lenders, we typically establish a separate subsidiary, usually a limited liability company, to own the project assets and related contracts. The subsidiary contracts with us for construction and operation of the project and enters into a financing agreement directly with the lenders. Additionally, we will provide assurance to the lender that the project will achieve commercial operation. Although the financing is secured by the assets of the subsidiary and a pledge of our equity interests in the subsidiary, and is non-recourse to Ameresco, Inc., we may from time to time determine to provide financial support to the subsidiary in order to maintain rights to the project or otherwise avoid the adverse consequences of a default. The amount of such financing is included on our consolidated balance sheet.

In addition to project-related debt, we currently maintain a $100 million senior secured credit facility with a group of commercial banks to finance our working capital needs.

Effects of Seasonality

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

Our annual and quarterly financial results are also subject to significant fluctuations as a result of other factors, many of which are outside our control. See “Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter” in Item 1A, Risk Factors in our Annual Report on Form 10-K.

Backlog and Awarded Projects

As of June 30, 2011, we had backlog of approximately $507 million in future revenue under signed customer contracts for the installation or construction of projects, which we sometimes refer to as fully-contracted backlog; and we also had been awarded projects for which we do not yet have signed customer contracts with estimated total future revenue of an additional $648 million. As of June 30, 2010, we had fully-contracted backlog of approximately $668 million in future revenue under signed customer contracts for the installation or construction of projects; and we also had been awarded projects for which we had not yet signed customer contracts with estimated total future revenue of an additional $465 million. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 24 months; this is the period over which we expect to recognize revenue for customer contracts. Where we have been awarded a project, but have not yet signed a customer contract for that project, which we sometimes refer to as awarded projects, we would not begin recognizing revenue unless a customer contract has been signed and we treat the project as fully-contracted backlog. Historically, awarded projects typically have taken 6 to 12 months to result in a signed contract and thus convert to fully-contracted backlog. It may take longer, however, depending upon the size and complexity of the project. See "We may not recognize all revenue from our backlog or receive all payments anticipated under awarded projects and customer contracts" in Item 1A, Risk Factors in our Annual Report on Form 10-K.

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Financial Operations Overview

Revenue

We derive revenue from energy efficiency and renewable energy products and services. Our energy efficiency products and services 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. Our renewable energy products and services include the construction of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy, the sale of such electricity, processed LFG, heat or cooling from plants that we own, and the sale and installation of solar energy products and systems.

During the three months ended June 30, 2010, one customer, the U.S. Department of Energy, Savannah River Site, accounted for 12.6% of our total revenue. No customer accounted for more than 10% of our total revenue for the three months ended June 30, 2011. For the six months ended June 30, 2010 and 2011 one customer, the U.S. Department of Energy, Savannah River Site, accounted for 13.2% and 10.5%, respectively, of our total revenue.

Direct Expenses and Gross Margin

Direct expenses include the cost of labor, materials, equipment, subcontracting and outside engineering that are required for the development and installation of our projects, as well as preconstruction costs, sales incentives, associated travel, inventory obsolescence charges, and, if applicable, costs of procuring financing. A majority of our contracts have fixed price terms; however, in some cases we negotiate protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services and equipment.

Direct expenses also include O&M costs for the small-scale renewable energy plants that we own, including the cost of fuel (if any) and depreciation charges.

Gross margin, which is gross profit as a percent of revenue, is affected by a number of factors, including the type of services performed and the geographic region in which the sale is made. Renewable energy projects that we own and operate typically have higher margins than energy efficiency projects, and sales in the United States typically have higher margins than in Canada due to the typical mix of products and services that we sell there.

Operating Expenses

Operating expenses consist of salaries and benefits, project development costs, and general, administrative and other expenses.

Salaries and benefits. Salaries and benefits consist primarily of expenses for personnel not directly engaged in specific project or revenue generating activity. These expenses include the time of executive management, legal, finance, accounting, human resources, information technology and other staff not utilized in a particular project. We employ a comprehensive time card system which creates a contemporaneous record of the actual time by employees on project activity. We expect salaries and benefits to increase as we incur additional costs related to operating as a publicly-traded company, including accounting, compliance and legal.

Project development costs. Project development costs consist primarily of sales, engineering, legal, finance and third-party expenses directly related to the development of a specific customer opportunity. This also includes associated travel and marketing expenses. We intend to hire additional sales personnel and initiate additional marketing programs as we expand into new regions or complement existing development resources. Accordingly, we expect that our project development costs will continue to increase, but will moderate as a percentage of revenue over time.

General, administrative and other expenses. These expenses consist primarily of rents and occupancy, professional services, insurance, unallocated travel expenses, telecommunications and office expenses. Professional services consist principally of recruiting costs, external legal, audit, tax and other consulting services. We expect general and administrative expenses to increase as we incur additional costs related to operating as a publicly-traded company, including increased audit and legal fees, costs of compliance with securities, corporate governance and other regulations, investor relations expenses and higher insurance premiums, particularly those related to director and officer insurance.

Other Income (Expense), net

Other income (expense), net consists primarily of interest income on cash balances, interest expense on borrowings and amortization of deferred financing costs, unrealized gains and losses on derivatives not accounted for as hedges, and realized gains on derivatives not accounted for as hedges. Interest expense will vary periodically depending on the amounts drawn on

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our revolving senior secured credit facility and the prevailing short-term interest rates.

Provision for Income Taxes

The provision for income taxes is based on various rates set by federal and local authorities and is affected by permanent and temporary differences between financial accounting and tax reporting requirements.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expense and related disclosures. The most significant estimates with regard to these condensed consolidated financial statements relate to estimates of final contract profit in accordance with long-term contracts, project development costs, project assets, impairment of goodwill, impairment of long-lived assets, fair value of derivative financial instruments, income taxes and stock-based compensation expense. Such estimates and assumptions are based on historical experience and on various other factors that management believes to be reasonable under the circumstances. Estimates and assumptions are made on an ongoing basis, and accordingly, the actual results may differ from these estimates under different assumptions or conditions.

The following are certain critical accounting policies that among others, affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. For a more complete discussion of our critical accounting policies and estimates, please read Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K.

Revenue Recognition

For each arrangement we have with a customer, we typically provide a combination of one or more of the following services or products:


•	installation or construction of energy efficiency measures, facility upgrades and/or a renewable energy plant to be owned by the customer;


•	sale and delivery, under long-term agreements, of electricity, gas, heat, chilled water or other output of a renewable energy or central plant that we own and operate;


•	sale and delivery of photovoltaic, or PV, equipment and other renewable energy products for which we are a distributor; and


•	O&M services provided under long-term O&M agreements, as well as consulting services.

Often, we will sell a combination of these services and products in a bundled arrangement. We divide bundled arrangements into separate deliverables and revenue is allocated to each deliverable based on the relative selling price. The relative selling price is determined using vendor specific objective evidence, third party evidence or management's best estimate of selling price.

We recognize revenue from the installation or construction of a project on a percentage-of-completion basis. The percentage-of-completion for each project is determined on an actual cost-to-estimated final cost basis. In accordance with industry practice, we include in current assets and liabilities the amounts of receivables related to construction projects that are payable over a period in excess of one year. We recognize revenue associated with contract change orders only when the authorization for the change order has been properly executed and the work has been performed and accepted by the customer.

When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, our policy is to record the entire expected loss immediately, regardless of the percentage of completion.

Deferred revenue represents circumstances where (i) there has been a receipt of cash from the customer for work or services that have yet to be performed, (ii) receipt of cash where the product or service may not have been accepted by the customer or (iii) when all other revenue recognition criteria have been met, but an estimate of the final total cost cannot be determined. Deferred revenue will vary depending on the timing and amount of cash receipts from customers and can vary significantly depending on specific contractual terms. As a result, deferred revenue is likely to fluctuate from period to period. Unbilled revenue, presented as costs and estimated earnings in excess of billings, represent amounts earned and billable that

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were not invoiced at the end of the fiscal period.

We recognize revenue from the sale and delivery of products, including the output of our renewable energy plants, when produced and delivered to the customer, in accordance with the specific contract terms, provided that persuasive evidence of an arrangement exists, our price to the customer is fixed or determinable and collectability is reasonably assured.

We recognize revenue from O&M contracts and consulting services as the related services are performed.

For a limited number of contracts under which we receive additional revenue based on a share of energy savings, we recognize such additional revenue as energy savings are generated.

Project Assets

We capitalize interest costs relating to construction financing during the period of construction. The interest capitalized is included in the total cost of the project at completion. The amount of interest capitalized for the six months ended June 30, 2010 was $0.3 million. No interest was capitalized for the three months ended June 30, 2010 or the three and six months ended June 30, 2011.

Routine maintenance costs are expensed in the current year’s condensed consolidated statements of income and comprehensive income to the extent that they do not extend the life of the asset. Major maintenance, upgrades and overhauls are required for certain components of our assets. In these instances, the costs associated with these upgrades are capitalized and are depreciated over the shorter of the life of the asset or until the next required major maintenance or overhaul period. Gains or losses on disposal of property and equipment are reflected in general and administrative expenses in the condensed consolidated statements of income and comprehensive income.

We evaluate our long-lived assets for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. We evaluate recoverability of long-lived assets to be held and used by estimating the undiscounted future cash flows before interest associated with the expected uses and eventual disposition of those assets. When these comparisons indicate that the carrying value of those assets is greater than the undiscounted cash flows, we recognize an impairment loss for the amount that the carrying value exceeds the fair value.

Derivative Financial Instruments

We account for our interest rate swaps as derivative financial instruments in accordance with the related guidance. Under this guidance, derivatives are carried on our consolidated balance sheet at fair value. The fair value of our interest rate swaps is determined based on observable market data in combination with expected cash flows for each instrument.

The Company follows the new guidance which expands the disclosure requirements for derivative instruments and hedging activities.

In the normal course of business, we utilize derivative contracts as part of our risk management strategy to manage exposure to market fluctuations in interest rates. These instruments are subject to various credit and market risks. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. Credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. We seek to manage credit risk by entering into financial instrument transactions only through counterparties that we believe to be creditworthy. Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates. We seek to manage market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. As a matter of policy, we do not use derivatives for speculative purposes.

We are exposed to interest rate risk through our borrowing activities. A portion of our project financing includes three projects that utilize a variable rate swap instrument. Prior to December 31, 2010, we entered into two 15-year interest rate swap contracts under which we agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to, in turn, receive an amount equal to a specified variable rate of interest times the same notional principal amount. During the year ended 2010, we entered into a 14-year interest rate swap contract under which we agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. We entered into the interest rate swap contracts as an economic hedge.

We recognize all derivatives in our condensed consolidated financial statements at fair value.

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The interest rate swaps that we entered into prior to December 31, 2010 qualified, but were not designated as cash flow hedges until April 1, 2010. Accordingly, any changes in fair value through March 31, 2010 were reported in other income (expense) in our consolidated statements of income and comprehensive income at fair value, and in the consolidated statements of comprehensive income (loss) thereafter. Cash flows from these derivative instruments are reported as operating activities on the consolidated statements of cash flows.

The interest rate swap that we entered into during 2010 qualifies, and has been designated, as a cash flow hedge.

We recognize the fair value of derivative instruments designated as hedges in our consolidated balance sheets and any changes in the fair value are recorded as adjustments to other comprehensive income (loss).

With respect to our interest rate swaps that had not been designated as cash flow hedges, no unrealized gains (losses) were recognized during the three months ended June 30, 2010 or the three and six months ended June 30, 2011. For the six months ended June 30, 2010 we recognized $0.1 million as other expenses, net in the condensed consolidated statements of income and comprehensive income.

Business Segments

We report four segments: U.S. federal, central U.S. region, other U.S. regions and Canada. Each segment provides customers with energy efficiency and renewable energy solutions. The other U.S. regions segment is an aggregation of four regions: northeast U.S., southeast U.S., southwest U.S. and northwest U.S. These regions have similar economic characteristics — in particular, expected and actual gross profit margins. In addition, they sell products and services of a similar nature, serve similar types of customers and use similar methods to distribute their products and services. Accordingly, these four regions meet the aggregation criteria set forth in ASC 280. The “all other” category includes activities, such as O&M and sales of renewable energy and certain other renewable energy products, that are managed centrally at our corporate headquarters. It also includes all corporate operating expenses — salaries and benefits, project development costs, and general, administrative and other — not specifically allocated to the segments. We do not allocate any indirect expenses to the segments.

Results of Operations

Three Months Ended June 30, 2010 and 2011

The following table sets forth certain financial data from the condensed consolidated statements of income and comprehensive income, that data expressed as a percentage of revenue and percentage changes in that data for the three months ended June 30, 2011 compared with the same period in 2010:

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Three Months Ended June 30,

2010

% of

2011

% of

% change

(in $'000s)

(a)

Revenue

(b)

Revenue

((b-a)/a)

Revenue: