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SECURITIES AND EXCHANGE COMMISSION
Delaware (State or other jurisdiction of incorporation or organization) | 4931 (Primary Standard Industrial Classification Code Number) | 04-3512838 (I.R.S. Employer Identification No.) |
Mark G. Borden, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 | Thomas R. Burton, III, Esq. Sahir Surmeli, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 (617) 542-6000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Estimated Maximum | Estimated Maximum | Amount of | ||||||||||
Title of Each Class of | Amount to be | Offering | Aggregate | Registration | ||||||||
Securities to be Registered | Registered(1) | Price per Share(2) | Offering Price(2) | Fee(3)(4) | ||||||||
Class A Common Stock, par value $0.0001 per share | 10,001,343 | $16.00 | $160,021,488 | $11,410 | ||||||||
(1) | Includes 1,304,523 shares of Class A common stock that may be purchased by the underwriters to cover overallotments, if any. |
(2) | Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(a) under the Securities Act. |
(3) | Calculated pursuant to Rule 457(a) based on a bona fide estimate of the maximum aggregate offering price. |
(4) | A registration fee of $8,913 was previously paid in connection with this Registration Statement. Accordingly, the Registrant has paid the difference of $2,497 with this filing. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
Per Share | Total | |||||||
Public offering price | $ | $ | ||||||
Underwriting discount | $ | $ | ||||||
Proceeds, before expenses, to us | $ | $ | ||||||
Proceeds, before expenses, to the selling stockholders | $ | $ |
Oppenheimer & Co. | Canaccord Genuity | |||
Cantor Fitzgerald & Co. | Madison Williams and Company | Stephens Inc. |
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EX-23.1 |
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• | Rising and Volatile Energy Prices. Over the past decade, energy-linked commodity prices, including oil, gas, coal and electricity, have all increased and exhibited significant volatility. From 1999 to 2009, average U.S. retail electricity prices have increased by more than 50%. | |
• | Potential of Energy Efficiency Measures to Significantly Reduce Energy Consumption. The implementation of energy efficiency measures can significantly reduce the rate at which energy consumption is expected to increase. According to a July 2009 report by McKinsey & Company, economically viable and commercially available energy efficiency measures, if fully implemented, have the potential to save more than one trillion kWh of electricity, or 23% of overall U.S. demand, by 2020. | |
• | Aging and Inefficient Facility Infrastructure. Many organizations continue to operate with an energy infrastructure that is significantly less efficient and cost-effective than now available through more advanced technologies applied to lighting, heating, cooling and other building systems. As these organizations explore alternatives for renewing their aging facilities, they often identify multiple areas within their facilities that could benefit from the implementation of energy efficiency measures, including the possible use of renewable sources of energy. | |
• | Increased Focus on Cost Reduction. The current economic environment has led many organizations to search for opportunities to reduce their operating costs. There has been a growing awareness that reduced energy consumption presents an opportunity for significant long-term savings in operating costs and that the installation of energy efficiency measures can be a cost-effective way to achieve such reductions. | |
• | Movement Toward Industry Consolidation. As energy efficiency solutions continue to increase in technological complexity and customers look for service providers that can offer broad geographic and product coverage, we believe smaller niche energy efficiency companies will continue to look for opportunities to combine with larger companies that can better serve their customers’ needs. Increased market presence and size of energy efficiency companies should, in turn, create greater customer awareness of the benefits of energy efficiency measures. | |
• | Increasing Legislative Support and Initiatives. In the United States and Canada, federal, state, provincial, and local governments have enacted and are considering legislation and regulations aimed at increasing energy efficiency, reducing greenhouse gas emissions and encouraging the expansion of renewable energy generation. | |
• | Increased Use of Third-Party Financing. Many organizations desire to use their existing sources of capital for core investments or do not have the internal capacity to finance improvements to their energy infrastructure. These organizations often require innovative structures to facilitate the financing of energy efficiency and renewable energy projects. Customers seeking to upgrade or renew their energy systems are increasingly seeking to enter into ESPCs or other creative arrangements that facilitate third-party financing for their projects. |
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• | One-Stop, Comprehensive Service Provider. We offer our customers expertise in addressing almost all aspects of purchasing and using energy within a facility. Our experienced project development and engineering staff provide us with the capability and flexibility to determine the combination of energy efficiency measures that is best suited to achieve the customer’s energy efficiency and environmental goals. | |
• | Independence. We are an independent company with no affiliation to any equipment manufacturer, utility or fuel company. Unlike affiliated service companies, we have the freedom and flexibility to be objective in selecting particular products and technologies available from different manufacturers in order to optimize our solutions for customers’ particular needs. | |
• | Strong Customer Relationships. We have served over 2,000 customers since our inception, including over 1,000 customers in 2009. Our design, engineering and support activities, which typically span multiple years, foster a close relationship with our customers, which positions us to identify their future needs and provide additional services to them. | |
• | Creative Solutions. Our engineering staff has expertise in a broad range of technologies and energy savings strategies encompassing different types of electrical, heating, cooling, lighting, water, renewable energy and other facility infrastructure systems. We apply this expertise to design and engineer innovative solutions customized to meet the specific needs of each customer. | |
• | Strong National and Local Presence. We have a nationwide presence in both the United States and Canada and serve certain of our customers in European locations. We maintain a centralized staff of engineering, financial and legal personnel at our headquarters in Massachusetts, who provide support to our seven regional offices and 46 other field offices located throughout the United States and Canada. We believe that our organizational structure enables us to be fast, flexible and cost-effective in responding to our customers’ needs. | |
• | Experienced Management and Operations Team. Our executive officers have an aggregate of over 150 years of experience in the energy efficiency field. As of March 31, 2010, we employed over 200 engineers, whose experience with respect to fuels, rates, technologies and geography-specific regulation and economic benefits enables us to propose and design energy efficiency solutions that take into account the economic, technological, environmental and regulatory considerations that we believe underlie the cost efficiencies and operational success of a project. | |
• | Federal and State Qualifications. The federal governmental program under which federal agencies and departments can enter into ESPCs requires that energy service providers have a track record in the industry and meet other specified qualifications. Over 20 states require similar qualifications. In 2008, we renewed our qualification to enter into an indefinite delivery, indefinite quantity, or IDIQ, contract under the U.S. Department of Energy program for ESPCs. This IDIQ contract has an aggregate maximum potential ordering amount of $5 billion and expires in 2019. We are currently qualified to enter into ESPCs in most states that require qualification. The scope of our qualifications provides us with the opportunity to continue to grow our business with federal, state and other governmental customers and differentiates us from energy efficiency companies that have not been similarly qualified. | |
• | Integration of Strategic Acquisitions. We have a track record of completing over ten acquisitions that have enabled us to broaden our offerings, expand our geographical reach and accelerate our growth. We believe that our ability to offer a comprehensive set of energy efficiency services across North America has been, and will continue to be, enhanced by our expertise in identifying and completing acquisitions that expand our service offerings, as well as by our ability to integrate and leverage the skilled engineering, sales and operational personnel that come to us through these acquisitions. |
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• | Pursue Organic Growth. We plan to open additional local offices in the regions we currently serve, as well as hire additional sales personnel. We also plan to expand geographically by opening new local offices in regions we do not currently serve in the United States and Canada, as well as in Europe. | |
• | Continue to Maintain Customer Focus. We will continue to maintain an entrepreneurial approach toward our customers and remain flexible in designing projects tailored specifically to meet their needs. | |
• | Expand Scope of Product and Service Offerings. We plan to continue to expand our offerings by including new types of energy efficiency services, products and improvements to existing products based on technological advances in energy savings strategies, equipment and materials. | |
• | Meet Market Demand for Cost-Effective, Environmentally-Friendly Solutions. Through our energy efficiency measures and small-scale renewable energy plants and products, we enable customers to conserve energy and reduce emissions of carbon dioxide and other pollutants. We plan to continue to focus on providing sustainable energy solutions that will address the growing demand for products and services that create environmental benefits for customers. | |
• | Increase Recurring Revenue. For many of our energy efficiency projects, we enter into multi-year O&M contracts, and we plan to continue to grow both the number and scope of such contracts. We also obtain recurring revenue from sales of electricity, thermal energy and gas generated by the small-scale renewable energy and central plants that we construct and own, and we plan to continue to seek opportunities to construct such plants. | |
• | Grow Through Select Strategic Acquisitions. We plan to continue to pursue complementary acquisitions that will enable us to both expand geographically in North America and abroad, and broaden our product and service offerings. |
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Class A Common stock offered by: |
Ameresco | 6,000,000 Shares |
Selling stockholders | 2,696,820 Shares |
Total | 8,696,820 Shares |
Common stock to be outstanding after this offering: |
Class A | 22,403,276 Shares |
Class B | 18,000,000 Shares |
Total | 40,403,276 Shares |
Use of proceeds | We intend to use our net proceeds from this offering (i) to repay the balance outstanding under our $50 million revolving senior secured credit facility, under which $24.9 million in principal was outstanding as of March 31, 2010 and $31.4 million in principal was outstanding as of June 30, 2010, (ii) to repay in full the $3.0 million subordinated note held by our president and chief executive officer and (iii) for working capital and other general corporate purposes, which may include opening additional offices in the United States and abroad, expanding sales and marketing activities, and funding the development and construction of our small-scale renewable energy projects and other capital expenditures. We may also use a portion of our net proceeds for acquisitions of complementary companies, assets or technologies. Although we are engaged in discussions with respect to a potential acquisition for consideration of less than $10 million, we currently have no understandings, commitments or agreements to make any acquisitions. We will not receive any proceeds from the shares sold by the selling stockholders. See “Use of Proceeds” for more information. |
Risk Factors | You should read the “Risk Factors” section and other information included in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A common stock. | |
Proposed symbol | “AMRC” |
• | 15,470,776 shares of our Class A common stock outstanding as of June 30, 2010; |
• | 18,000,000 shares of our Class B common stock outstanding as of June 30, 2010; |
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• | 6,000,000 shares of our Class A common stock offered by us in this offering; |
• | 8,641,094 shares of our Class A common stock issuable upon the exercise of stock options outstanding as of June 30, 2010 at a weighted-average exercise price of $4.06 per share (excluding the 932,500 shares of our Class A common stock that will be issued upon the exercise of vested stock options by the selling stockholders in connection with this offering); and |
• | 10,000,000 shares of our Class A common stock that will be available for future issuance under our 2010 stock incentive plan, or our 2010 stock plan, which will become effective upon the closing of this offering. |
• | gives effect to the amendment and restatement of our certificate of incorporation and amendment and restatement of our by-laws to be effected prior to the closing of this offering; | |
• | gives effect to a two-for-one split of our common stock to be effected prior to the closing of this offering; | |
• | gives effect to the reclassification of all outstanding shares of our common stock as Class A common stock to be effected prior to the closing of this offering; | |
• | gives effect to the conversion of each outstanding option to purchase shares of our common stock into an option to purchase shares of our Class A common stock; |
• | gives effect to the conversion of all shares of our convertible preferred stock, other than those held by George P. Sakellaris, our founder, principal stockholder, president and chief executive officer, into shares of our Class A common stock prior to the closing of this offering; |
• | gives effect to the automatic conversion of all outstanding shares of our convertible preferred stock, which will then be held solely by Mr. Sakellaris, into shares of our Class B common stock upon the closing of this offering; and | |
• | assumes no exercise by the underwriters of their over-allotment option. |
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Year Ended December 31, | Three Months Ended March 31, | |||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||
(Unaudited) | ||||||||||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||||||
Consolidated Statement of Income Data: | ||||||||||||||||||||
Revenue: | ||||||||||||||||||||
Energy efficiency revenue | $ | 345,936 | $ | 325,032 | $ | 340,636 | $ | 57,228 | $ | 74,888 | ||||||||||
Renewable energy revenue | 32,541 | 70,822 | 87,881 | 16,159 | 30,741 | |||||||||||||||
378,477 | 395,854 | 428,517 | 73,387 | 105,629 | ||||||||||||||||
Direct expenses: | ||||||||||||||||||||
Energy efficiency expenses | 285,966 | 259,019 | 282,345 | 46,770 | 62,524 | |||||||||||||||
Renewable energy expenses | 26,072 | 59,551 | 66,472 | 12,924 | 24,705 | |||||||||||||||
312,038 | 318,570 | 348,817 | 59,694 | 87,230 | ||||||||||||||||
Gross profit | 66,439 | 77,284 | 79,700 | 13,693 | 18,399 | |||||||||||||||
Operating expenses | 47,042 | 52,608 | 54,406 | 13,025 | 15,836 | |||||||||||||||
Operating income | 19,397 | 24,676 | 25,294 | 667 | 2,563 | |||||||||||||||
Other (expense) income, net | (3,138 | ) | (5,188 | ) | 1,563 | (24 | ) | (856 | ) | |||||||||||
Income before provision for income taxes | 16,259 | 19,488 | 26,857 | 643 | 1,707 | |||||||||||||||
Income tax provision | (5,714 | ) | (1,215 | ) | (6,950 | ) | (225 | ) | (429 | ) | ||||||||||
Net income | $ | 10,545 | $ | 18,273 | $ | 19,907 | $ | 418 | $ | 1,278 | ||||||||||
Net income per share attributable to common shareholders | ||||||||||||||||||||
Basic | $ | 0.95 | $ | 1.71 | $ | 1.99 | $ | 0.04 | $ | 0.10 | ||||||||||
Diluted | $ | 0.28 | $ | 0.54 | $ | 0.61 | $ | 0.01 | $ | 0.03 | ||||||||||
Weighted-average number of common shares outstanding | ||||||||||||||||||||
Basic | 11,121,022 | 10,678,110 | 9,991,912 | 9,621,351 | 13,282,284 | |||||||||||||||
Diluted | 37,552,953 | 33,990,547 | 32,705,617 | 32,957,183 | 36,587,847 | |||||||||||||||
Pro forma net income per share(1) | ||||||||||||||||||||
Basic | $ | 0.65 | $ | 0.01 | $ | 0.04 | ||||||||||||||
Pro formaweighted-average number of Class A and Class B common shares used in computing pro forma net income per share(1) | 30,589,698 | 30,219,137 | 33,880,070 | |||||||||||||||||
Other Operating Data: | ||||||||||||||||||||
Adjusted EBITDA(2) | $ | 27,974 | $ | 29,045 | $ | 35,097 | $ | 2,391 | $ | 5,145 |
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As of March 31, 2010 | ||||||||||||
Pro Forma | ||||||||||||
Actual | Pro Forma | As Adjusted | ||||||||||
(Unaudited) | ||||||||||||
(In thousands) | ||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||
Cash and cash equivalents | $ | 24,361 | $ | 26,174 | $ | 79,796 | ||||||
Current assets | 152,315 | 154,128 | 207,749 | |||||||||
Total assets | 382,198 | 384,011 | 437,632 | |||||||||
Current liabilities | 110,227 | 110,227 | 110,227 | |||||||||
Long-term debt, less current portion | 128,374 | 128,374 | 103,441 | |||||||||
Subordinated debt | 2,999 | 2,999 | — | |||||||||
Total stockholders’ equity | 105,160 | 106,974 | 188,526 |
(1) | Pro forma net income per share and pro forma weighted-average shares outstanding give effect to (i) our issuance of 405,286 shares of Class A common stock upon the June 2010 exercise of a warrant at an exercise price of $0.005 per share, (ii) a two-for-one split of our common stock (iii) the reclassification of all outstanding shares of our common stock as Class A common stock, (iv) the conversion of all shares of our convertible preferred stock, other than those held by Mr. Sakellaris, into shares of our Class A common stock, (v) the conversion of all other outstanding shares of our convertible preferred stock into shares of our Class B common stock and (vi) the issuance of 932,500 shares of our Class A common stock upon the exercise of vested stock options by the selling stockholders in connection with this offering at a weighted-average exercise price of $1.94. |
(2) | We define adjusted EBITDA as operating income before depreciation and impairment expense, share-based compensation expense and a non-recurring non-cash recovery of a contingency in 2008. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or any other measure of financial performance calculated and presented in accordance with GAAP. |
• | adjusted EBITDA and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; | |
• | securities analysts often use adjusted EBITDA and similar non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and |
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• | by comparing our adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations of depreciation and amortization expense, share-based compensation expense and the non-recurring non-cash recovery of a contingency in 2008. |
• | as a measure of operating performance, because it does not include the impact of items that we do not consider indicative of our core operating performance; | |
• | for planning purposes, including the preparation of our annual operating budget; | |
• | to allocate resources to enhance the financial performance of our business; | |
• | to evaluate the effectiveness of our business strategies; and | |
• | in communications with our board of directors and investors concerning our financial performance. |
• | adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or other contractual commitments; | |
• | adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
• | adjusted EBITDA does not reflect stock-based compensation expense; | |
• | adjusted EBITDA does not reflect cash requirements for income taxes; | |
• | adjusted EBITDA does not reflect net interest income (expense); |
• | although depreciation, amortization and impairment are non-cash charges, the assets being depreciated, amortized or impaired will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for these replacements; and |
• | other companies in our industry may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Year Ended December 31, | Three Months Ended March 31, | |||||||||||||||||||
2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||
(Unaudited) | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Operating income | $ | 19,397 | $ | 24,676 | $ | 25,294 | $ | 667 | $ | 2,563 | ||||||||||
Depreciation and impairment | 5,898 | 7,278 | 6,634 | 1,107 | 2,143 | |||||||||||||||
Stock-based compensation | 2,679 | 2,941 | 3,169 | 617 | 439 | |||||||||||||||
Recovery of contingency | — | (5,850 | ) | — | — | — | ||||||||||||||
Adjusted EBITDA | $ | 27,974 | $ | 29,045 | $ | 35,097 | $ | 2,391 | $ | 5,145 | ||||||||||
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• | our ability to arrange financing for projects; | |
• | changes in federal, state and local government policies and programs related to, or a reduction in governmental support for, energy efficiency and renewable energy; | |
• | the timing of work we do on projects where we recognize revenue on a percentage of completion basis; | |
• | seasonality in construction and in demand for our products and services; | |
• | a customer’s decision to delay our work on, or other risks involved with, a particular project; | |
• | availability and costs of labor and equipment; | |
• | the addition of new customers or the loss of existing customers; | |
• | the size and scale of new customer projects; | |
• | the availability of bonding for our projects; | |
• | our ability to control costs, including operating expenses; | |
• | changes in the mix of our products and services; | |
• | the rates at which customers renew their O&M contracts with us; | |
• | the length of our sales cycle; | |
• | the productivity and growth of our sales force; | |
• | the timing of opening of new offices or making other significant investments in the growth of our business, as the revenue we hope to generate from those expenses often lags several quarters behind those expenses; | |
• | changes in pricing by us or our competitors, or the need to provide discounts to win business; | |
• | costs related to the acquisition and integration of companies or assets; | |
• | general economic trends, including changes in energy efficiency spending or geopolitical events such as war or incidents of terrorism; and | |
• | future accounting pronouncements and changes in accounting policies. |
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• | failure to receive critical components and equipment that meet our design specifications and can be delivered on schedule; | |
• | failure to obtain all necessary rights to land access and use; | |
• | failure to receive quality and timely performance of third-party services; | |
• | increases in the cost of labor, equipment and commodities needed to construct or operate projects; | |
• | permitting and other regulatory issues, license revocation and changes in legal requirements; | |
• | shortages of equipment or skilled labor; | |
• | unforeseen engineering problems; | |
• | failure of a customer to accept or pay for renewable energy that we supply; | |
• | weather interferences, catastrophic events including fires, explosions, earthquakes, droughts and acts of terrorism; and accidents involving personal injury or the loss of life; | |
• | labor disputes and work stoppages; | |
• | mishandling of hazardous substances and waste; and | |
• | other events outside of our control. |
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• | terminate existing contracts, in whole or in part, for any reason or no reason; | |
• | reduce or modify contracts or subcontracts; | |
• | decline to award future contracts if actual or apparent organizational conflicts of interest are discovered, or to impose organizational conflict mitigation measures as a condition of eligibility for an award; | |
• | suspend or debar the contractor from doing business with the government or a specific government agency; and | |
• | pursue criminal or civil remedies under the False Claims Act, False Statements Act and similar remedy provisions unique to government contracting. |
• | specialized accounting systems unique to government contracting, which may include mandatory compliance with federal Cost Accounting Standards; | |
• | mandatory financial audits and potential liability for adjustments in contract prices; | |
• | public disclosure of contracts, which may include pricing information; | |
• | mandatory socioeconomic compliance requirements, including small business promotion, labor, environmental and U.S. manufacturing requirements; and | |
• | requirements for maintaining current facilityand/or personnel security clearances to access certain government facilities or to maintain certain records, and related industrial security compliance requirements. |
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• | the purchase price we pay could significantly deplete our cash reserves or result in dilution to our existing stockholders; | |
• | we may find that the acquired company or assets do not improve our customer offerings or market position as planned; | |
• | we may have difficulty integrating the operations and personnel of the acquired company; | |
• | key personnel and customers of the acquired company may terminate their relationships with the acquired company as a result of the acquisition; | |
• | we may experience additional financial and accounting challenges and complexities in areas such as tax planning and financial reporting; |
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• | we may assume or be held liable for risks and liabilities (including for environmental-related costs) as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our acquisition arrangements; | |
• | our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; | |
• | we may incur one-time write-offs or restructuring charges in connection with the acquisition; | |
• | we may acquire goodwill and other intangible assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and | |
• | we may not be able to realize the cost savings or other financial benefits we anticipated. |
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• | building and managing highly experienced foreign workforces and overseeing and ensuring the performance of foreign subcontractors; | |
• | increased travel, infrastructure and legal and compliance costs associated with multiple international locations; | |
• | additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment; | |
• | imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States; | |
• | increased exposure to foreign currency exchange rate risk; | |
• | longer payment cycles for sales in some foreign countries and potential difficulties in enforcing contracts and collecting accounts receivable; | |
• | difficulties in repatriating overseas earnings; | |
• | general economic conditions in the countries in which we operate; and | |
• | political unrest, war, incidents of terrorism, or responses to such events. |
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• | incur additional debt, or debt related to federal projects in excess of specified limits; | |
• | pay cash dividends and make distributions; | |
• | make certain investments and acquisitions; |
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• | guarantee the indebtedness of others or our subsidiaries; | |
• | redeem or repurchase capital stock; | |
• | create liens; | |
• | enter into transactions with affiliates; | |
• | engage in new lines of business; | |
• | sell, lease or transfer certain parts of our business or property; | |
• | enter into sale-leaseback arrangements; and | |
• | merge or consolidate. |
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• | fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; | |
• | changes in estimates of our future financial results or recommendations by securities analysts; | |
• | investors’ general perception of us; and | |
• | changes in general economic, industry and market conditions. |
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• | provide for a dual class capital structure that allows our founder, principal stockholder, president and chief executive officer, Mr. Sakellaris, to control the outcome of the voting on virtually all matters requiring stockholder approval, including the election of directors and significant corporate transactions such as an acquisition of our company; | |
• | authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; |
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• | establish a classified board of directors, as a result of which only approximately one-third of our directors are presented to a stockholder vote for re-election at any annual meeting of stockholders; | |
• | provide that directors may be removed from office only for cause and only upon a supermajority stockholder vote; | |
• | provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office; | |
• | do not permit stockholders to call special meetings of stockholders; | |
• | prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders; | |
• | establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and | |
• | require a supermajority stockholder vote to effect certain amendments to our restated certificate of incorporation and by-laws. |
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• | our expectations as to the future growth of our business; | |
• | the expected future growth of the market for energy efficiency and renewable energy solutions; | |
• | our backlog, awarded projects and recurring revenue; | |
• | the expected energy and cost savings of our projects; and | |
• | the expected energy production capacity of our renewable energy plants. |
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• | to repay the outstanding balance under our $50 million revolving senior secured credit facility ($24.9 million outstanding as of March 31, 2010 and $31.4 million outstanding as of June 30, 2010), which as of March 31, 2010 bears interest at a weighted-average rate of 2.49% per annum and matures on June 30, 2011; |
• | approximately $3.0 million to repay in full, the entire principal amount of and accrued but unpaid interest on the subordinated note held by Mr. Sakellaris, which currently bears interest at 10.0% per annum and is payable on demand; and | |
• | the balance for working capital and other general corporate purposes, which may include opening additional offices in the United States and abroad, expanding sales and marketing activities, funding the development and construction of our small-scale renewable energy projects and other capital expenditures. |
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• | on an actual basis; |
• | on a pro forma basis to reflect (i) our issuance of 405,286 shares of Class A common stock upon the June 2010 exercise of a warrant at an exercise price of $0.005 per share, (ii) a two-for-one split of our common stock, (iii) the reclassification of all outstanding shares of our common stock as Class A common stock, (iv) the conversion of all shares of our convertible preferred stock, other than those held by Mr. Sakellaris, into shares of our Class A common stock, (v) the conversion of all other outstanding shares of our convertible preferred stock into shares of our Class B common stock and (vi) the issuance of 932,500 shares of our Class A common stock upon the exercise of vested stock options by the selling stockholders in connection with this offering at a weighted-average exercise price of $1.94; and |
• | on a pro forma as adjusted basis to reflect, in addition, (i) the sale of 6,000,000 shares of our Class A common stock offered by us at an assumed initial public offering price of $15.00 per share, the midpoint of the estimated price range shown on the cover page of this prospectus and after deducting the estimated underwriting discount and estimated offering expenses payable by us, including the sale of shares of our Class A common stock by the selling stockholders, and (ii) the application of the net proceeds of this offering to us as described under “Use of Proceeds.” |
March 31, 2010 | ||||||||||||
Pro Forma | ||||||||||||
Actual | Pro Forma | as Adjusted | ||||||||||
(Unaudited) | ||||||||||||
(In thousands, except share and per share amounts) | ||||||||||||
Cash and cash equivalents | $ | 24,361 | $ | 26,174 | $ | 79,796 | ||||||
Long-term debt, including current portion | 140,115 | 140,115 | 115,183 | |||||||||
Subordinated debt | 2,999 | 2,999 | — | |||||||||
Stockholders’ equity: | ||||||||||||
Series A convertible preferred stock, par value $0.0001 per share; 3,500,000 shares authorized, 3,210,000 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted | 0 | 0 | — | |||||||||
Common stock, par value $0.0001 per share; 60,000,000 shares authorized, 17,998,168 shares issued and 13,282,284 outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted | 2 | — | — | |||||||||
Class A common stock, par value $0.0001 per share; no shares authorized, issued or outstanding, actual; 500,000,000 shares authorized, 15,880,070 shares issued and outstanding, pro forma; 500,000,000 shares authorized, 21,880,070 shares issued and outstanding, pro forma as adjusted | — | 2 | 2 | |||||||||
Class B common stock, par value $0.0001 per share; no shares authorized, issued or outstanding, actual; 144,000,000 shares authorized, 18,000,000 shares issued and outstanding, pro forma; 144,000,000 shares authorized, 18,000,000 shares issued and outstanding, pro forma as adjusted | — | 0 | 2 | |||||||||
Preferred stock, par value $0.0001 per share; no shares authorized, issued or outstanding, actual; 5,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted | — | — | — | |||||||||
Additional paid-in capital | 10,905 | 12,719 | 94,273 |
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March 31, 2010 | ||||||||||||
Pro Forma | ||||||||||||
Actual | Pro Forma | as Adjusted | ||||||||||
(Unaudited) | ||||||||||||
(In thousands, except share and per share amounts) | ||||||||||||
Retained earnings | 99,161 | 99,161 | 99,161 | |||||||||
Accumulated other comprehensive income (loss) | 3,506 | 3,506 | 3,506 | |||||||||
Treasury stock, 4,715,884 shares, at cost | (8,414 | ) | (8,414 | ) | (8,414 | ) | ||||||
Total stockholders’ equity | 105,160 | 106,974 | 188,526 | |||||||||
Total capitalization | $ | 248,274 | $ | 250,088 | $ | 303,709 | ||||||
• | 8,470,700 shares of our Class A common stock issuable upon the exercise of stock options outstanding as of March 31, 2010 at a weighted-average exercise price of $2.90 per share (excluding the 932,500 shares of our Class A common stock that will be issued upon the exercise of vested stock options by the selling stockholders in connection with this offering); and |
• | 10,000,000 shares of our Class A common stock that will be available for future issuance under our 2010 stock plan, which will become effective upon the closing of this offering. |
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Assumed initial public offering price per share | $ | 15.00 | ||||||
Pro forma net tangible book value per share of Class A and Class B common stock as of March 31, 2010 | $ | 2.57 | ||||||
Increase in pro forma net tangible book value per share attributable to new investors | 1.66 | |||||||
Pro forma as adjusted net tangible book value per share after the offering | 4.23 | |||||||
Dilution per share to new investors in Class A common stock | $ | 10.77 | ||||||
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Shares Purchased | Total Consideration | Average Price | ||||||||||||||||||
Number | % | Amount | % | Per Share | ||||||||||||||||
Existing stockholders | 33,880,070 | 85 | % | $ | 4,307,207 | 5 | % | $ | 0.13 | |||||||||||
New investors | 6,000,000 | 15 | 90,000,000 | 95 | $ | 15.00 | ||||||||||||||
Total | 39,880,070 | 100 | % | $ | 94,307,207 | 100 | % | |||||||||||||
• | 8,470,700 shares of Class A common stock issuable upon the exercise of stock options outstanding as of March 31, 2010 at a weighted-average exercise price of $2.90 per share (excluding the 932,500 shares of our Class A common stock that will be issued upon the exercise of vested stock options by the selling stockholders in connection with this offering); and |
• | 10,000,000 shares of our Class A common stock that will be available for future issuance under our 2010 stock plan, which will become effective upon the closing of this offering. |
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Three Months Ended | ||||||||||||||||||||||||||||
Year Ended December 31, | March 31, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(In thousands, except share and per share data) | ||||||||||||||||||||||||||||
Consolidated Statement of Income Data: | ||||||||||||||||||||||||||||
Revenue: | ||||||||||||||||||||||||||||
Energy efficiency revenue | $ | 248,759 | $ | 264,477 | $ | 345,936 | $ | 325,032 | $ | 340,635 | $ | 57,228 | $ | 74,888 | ||||||||||||||
Renewable energy revenue | 10,970 | 13,445 | 32,541 | 70,822 | 87,881 | 16,159 | 30,741 | |||||||||||||||||||||
259,729 | 277,922 | 378,477 | 395,854 | 428,517 | 73,387 | 105,629 | ||||||||||||||||||||||
Direct expenses: | ||||||||||||||||||||||||||||
Energy efficiency expenses | 202,573 | 215,320 | 285,966 | 259,019 | 282,345 | 46,770 | 62,524 | |||||||||||||||||||||
Renewable energy expenses | 9,503 | 9,500 | 26,072 | 59,551 | 66,472 | 12,924 | 24,705 | |||||||||||||||||||||
212,076 | 224,820 | 312,038 | 318,570 | 348,817 | 59,694 | 87,230 | ||||||||||||||||||||||
Gross profit | 47,653 | 53,102 | 66,439 | 77,284 | 79,700 | 13,693 | 18,399 | |||||||||||||||||||||
Operating expenses | 32,637 | 37,307 | 47,042 | 52,608 | 54,406 | 13,025 | 15,836 | |||||||||||||||||||||
Operating income | 15,016 | 15,795 | 19,397 | 24,676 | 25,294 | 667 | 2,563 | |||||||||||||||||||||
Other (expense) income, net | (1,577 | ) | (1,842 | ) | (3,138 | ) | (5,188 | ) | 1,563 | (24 | ) | (856 | ) | |||||||||||||||
Income before provision for income taxes | 13,439 | 13,953 | 16,259 | 19,488 | 26,857 | 643 | 1,707 | |||||||||||||||||||||
Income tax provision | (1,223 | ) | (4,337 | ) | (5,714 | ) | (1,215 | ) | (6,950 | ) | (225 | ) | (429 | ) | ||||||||||||||
Net income | $ | 12,216 | $ | 9,615 | $ | 10,545 | $ | 18,273 | $ | 19,907 | 418 | 1,278 | ||||||||||||||||
Net income per share attributable to common shareholders | ||||||||||||||||||||||||||||
Basic | $ | 1.07 | $ | 0.83 | $ | 0.95 | $ | 1.71 | $ | 1.99 | $ | 0.04 | $ | 0.10 | ||||||||||||||
Diluted | $ | 0.33 | $ | 0.26 | $ | 0.28 | $ | 0.54 | $ | 0.61 | $ | 0.01 | $ | 0.03 | ||||||||||||||
Weighted-average number of common shares outstanding | ||||||||||||||||||||||||||||
Basic | 11,388,793 | 11,575,789 | 11,121,022 | 10,678,110 | 9,991,912 | 9,621,351 | 13,282,284 | |||||||||||||||||||||
Diluted | 36,786,666 | 37,667,359 | 37,552,953 | 33,990,547 | 32,705,617 | 32,957,183 | 36,587,847 | |||||||||||||||||||||
Pro forma net income per share(1) | ||||||||||||||||||||||||||||
Basic | $ | 0.65 | $ | 0.01 | $ | 0.04 | ||||||||||||||||||||||
Weighted average number of Class A and Class B common shares used in computing pro forma net income per share(1) | 30,589,698 | 30,219,137 | 33,880,070 | |||||||||||||||||||||||||
Other Operating Data: | ||||||||||||||||||||||||||||
Adjusted EBITDA(2) | $ | 18,254 | $ | 19,928 | $ | 27,974 | $ | 29,045 | $ | 35,097 | $ | 2,391 | $ | 5,145 |
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As of December 31, | As of March 31, | |||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 11,790 | $ | 45,454 | $ | 40,892 | $ | 18,149 | $ | 47,928 | $ | 24,361 | ||||||||||||
Current assets | 89,425 | 140,335 | 154,036 | 131,432 | 171,772 | 152,315 | ||||||||||||||||||
Total assets | 170,050 | 256,870 | 262,224 | 292,027 | 375,545 | 382,198 | ||||||||||||||||||
Current liabilities | 53,730 | 91,304 | 108,011 | 90,967 | 132,330 | 110,227 | ||||||||||||||||||
Long-term debt, less current portion | 47,771 | 74,529 | 39,316 | 90,980 | 102,807 | 128,374 | ||||||||||||||||||
Subordinated debt | 2,999 | 2,999 | 2,999 | 2,999 | 2,999 | 2,999 | ||||||||||||||||||
Total stockholders’ equity | 46,888 | 56,963 | 70,776 | 74,086 | 102,770 | 105,160 |
(1) | Pro forma net income per share and pro forma weighted-average shares outstanding give effect to (i) our issuance of 405,286 shares of Class A common stock upon the June 2010 exercise of a warrant at an exercise price of $0.005 per share, (ii) atwo-for-one split of our common stock, (iii) the reclassification of all outstanding shares of our common stock as Class A common stock, (iv) the conversion of all shares of our convertible preferred stock, other than those held by Mr. Sakellaris, into shares of our Class A common stock, (v) the conversion of all other outstanding shares of our convertible preferred stock into shares of our Class B common stock and (vi) the issuance of 932,500 shares of our Class A common stock upon the exercise of vested stock options by the selling stockholders in connection with this offering at a weighted-average exercise price of $1.94. |
(2) | We define adjusted EBITDA as operating income before depreciation and impairment expense, share-based compensation expense and a non-recurring non-cash recovery of a contingency in 2008. Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income or any other measure of financial performance calculated and presented in accordance with GAAP. |
• | adjusted EBITDA and similar non-GAAP measures are widely used by investors to measure a company’s operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; | |
• | securities analysts often use adjusted EBITDA and similar non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and | |
• | by comparing our adjusted EBITDA in different historical periods, our investors can evaluate our operating results without the additional variations of depreciation and amortization expense, stock-based compensation expense and the non-recurring non-cash recovery of a contingency in 2008. |
• | as a measure of operating performance, because it does not include the impact of items that we do not consider indicative of our core operating performance; | |
• | for planning purposes, including the preparation of our annual operating budget; | |
• | to allocate resources to enhance the financial performance of our business; | |
• | to evaluate the effectiveness of our business strategies; and | |
• | in communications with our board of directors and investors concerning our financial performance. |
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• | adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or other contractual commitments; | |
• | adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
• | adjusted EBITDA does not reflect stock-based compensation expense; | |
• | adjusted EBITDA does not reflect cash requirements for income taxes; | |
• | adjusted EBITDA does not reflect net interest income (expense); |
• | although depreciation, amortization and impairment are non-cash charges, the assets being depreciated, amortized or impaired will often have to be replaced in the future, and adjusted EBITDA does not reflect any cash requirements for these replacements; and |
• | other companies in our industry may calculate adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. |
Year Ended December 31, | Three Months Ended March 31, | |||||||||||||||||||||||||||
2005 | 2006 | 2007 | 2008 | 2009 | 2009 | 2010 | ||||||||||||||||||||||
(Unaudited) | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Operating income | $ | 15,016 | $ | 15,795 | $ | 19,397 | $ | 24,676 | $ | 25,294 | $ | 667 | $ | 2,563 | ||||||||||||||
Depreciation and impairment | 3,238 | 3,538 | 5,898 | 7,278 | 6,634 | 1,107 | 2,143 | |||||||||||||||||||||
Stock-based compensation | — | 594 | 2,679 | 2,941 | 3,169 | 617 | 439 | |||||||||||||||||||||
Recovery of contingency | — | — | — | (5,850 | ) | — | — | — | ||||||||||||||||||||
Adjusted EBITDA | $ | 18,254 | $ | 19,927 | $ | 27,974 | $ | 29,045 | $ | 35,097 | $ | 2,391 | $ | 5,145 | ||||||||||||||
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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• | installation or construction of energy efficiency measures, facility upgradesand/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 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. |
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Year Ended December 31, | ||||||
2007 | 2008 | 2009 | ||||
Future dividends | $ — | $ — | $ — | |||
Risk-free interest rate | 4.26-4.84% | 2.90-5.07% | 2.00-2.94% | |||
Expected volatility | 32-43% | 48-54% | 57-59% | |||
Expected life | 6.5 years | 6.5 years | 6.5 years |
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• | our results of operations and financial condition during the most recently completed period; | |
• | forecasts of our financial results and market conditions affecting our business; and | |
• | developments in our business |
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Number of Shares of | ||||||||
Common Stock | ||||||||
Subject to Option | Exercise Price | |||||||
Grant Date or Period | Grants | per Share | ||||||
January 24, 2007 | 500,000 | $ | 3.41 | |||||
July 25, 2007 to January 30, 2008 | 982,000 | 4.22 | ||||||
April 30, 2008 to January 28, 2009 | 248,000 | 6.055 | ||||||
July 22, 2009 to September 30, 2009 | 842,000 | 6.055 | ||||||
April 26, 2010 to May 28, 2010 | 856,000 | 13.045 |
• | the liquidation preferences of our preferred stock, including any financing and repurchase activities that may have occurred in the relevant period; |
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• | the illiquid nature of our common stock, including the opportunity and timing for any expected liquidity events; | |
• | our size and historical operating and financial performance, including our recent operating and financial projections as of each grant date; | |
• | our existing backlog; | |
• | important events in the development of our business; and | |
• | the market performance of a peer group comprised of selected publicly-traded companies we identified as being guidelines for us. |
• | continued challenges during 2008 in the U.S. economy and decreased valuations of comparable companies; and | |
• | concerns about liquidity during the upcoming fiscal quarters. |
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• | we were notified in March 2009 that the U.S. Department of Energy had lifted restrictions on its ability to enter into ESPCs, which permitted us to proceed with the execution of larger federal contracts; | |
• | in May 2009, we executed a contract for our large U.S. Department of Energy Savannah River Site renewable energy project; however, we had not yet secured the financing necessary to complete this project; and | |
• | improvement in general economic and market conditions in the first half of 2009. |
• | our backlog under signed customer contracts increased from July 2009 to September 2009; | |
• | in August 2009, we secured the financing necessary to complete our large U.S. Department of Energy Savannah River Site renewable energy project, the contract for which had been executed in May 2009 but was subject to our securing that financing. Securing this financing represented a significant milestone for us, particularly in light of its size and the significant disruptions in the credit and capital markets in the preceding several years; and | |
• | improvement in general economic and market conditions in the third quarter of 2009. |
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• | a 30% increase in our next 12 months projected adjusted EBITDA between September 25, 2009 and the two relevant dates in 2010, due to growth in our backlog and several, previously-contracted, large efficiency and renewable energy projects entering major construction phases; | |
• | our expectation that we would conduct an initial public offering within the next three months; and | |
• | our preliminary estimates of our valuation for purposes of this offering. |
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2009 | 2010 | |||||||
(In thousands) | ||||||||
Unrealized gain (loss) from derivatives | $ | 682 | $ | (134 | ) | |||
Interest expense, net of interest income | (641 | ) | (652 | ) | ||||
Amortization of deferred financing costs | (65 | ) | (70 | ) | ||||
$ | (24 | ) | $ | (856 | ) | |||
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2007 | 2008 | 2009 | ||||||||||
(In thousands) | ||||||||||||
Gain realized from derivative | $ | — | $ | — | $ | 2,494 | ||||||
Unrealized (loss) gain from derivatives | (1,366 | ) | (2,832 | ) | 2,264 | |||||||
Interest expense, net of interest income | (1,449 | ) | (2,118 | ) | (2,993 | ) | ||||||
Amortization of deferred financing costs | (323 | ) | (238 | ) | (202 | ) | ||||||
$ | (3,138 | ) | $ | (5,188 | ) | $ | 1,563 | |||||
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Payments due by Period | ||||||||||||||||||||
Less than | One to | Three to | More than | |||||||||||||||||
Total | One Year | Three Years | Five Years | Five Years | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Revolving senior secured credit facility(1) | $ | 24,932 | $ | — | $ | 24,932 | $ | — | $ | — | ||||||||||
Term loans | 57,925 | 11,800 | 9,711 | 6,894 | 29,520 | |||||||||||||||
Federal ESPC receivable financing(2) | 57,258 | 3,419 | 53,839 | — | — | |||||||||||||||
Interest obligations(3) | 23,101 | 3,851 | 6,405 | 4,405 | 8,440 | |||||||||||||||
Operating leases | 7,404 | 1,482 | 2,643 | 1,611 | 1,668 | |||||||||||||||
Total | $ | 170,620 | $ | 20,552 | $ | 97,530 | $ | 12,910 | $ | 39,628 | ||||||||||
(1) | For our revolving senior secured credit facility, the table above assumes that the variable interest rate in effect as of March 31, 2010 remains constant for the term of the facility. | |
(2) | Federal ESPC receivable financing arrangements relate to the installation and construction of projects for certain customers, typically federal governmental entities, where we assign to the lenders our right to customer receivables. We are relieved of the financing liability when the project is completed and accepted by the customer. | |
(3) | The table does not include, for our federal ESPC receivable financing arrangements, the difference between the aggregate amount of the long-term customer receivables sold by us to the lender and the amount received by us from the lender for such sale. |
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• | Independent Energy Services Companies — Energy efficiency companies not associated with an equipment manufacturer, utility or fuel company. Most of these companies are small and focus either on a specific geography or specific customer base. | |
• | Utility-Affiliated Energy Services Companies — Companies owned by regulated North American utilities, many of which were traditionally focused on the service territories of their affiliated utilities. Many of these companies have since expanded their geographical markets. Examples include Constellation Energy Projects and Services and ConEdison Solutions. | |
• | Equipment Manufacturers — Companies owned by building equipment or controls manufacturers. Many of these companies have a national presence through an extensive network of branch offices. Examples include Honeywell, Johnson Controls and Siemens. |
• | Rising and Volatile Energy Prices. Over the past decade, energy-linked commodity prices, including oil, gas, coal and electricity, have all increased and exhibited significant volatility. From 1999 to 2009, average U.S. retail electricity prices have increased by more than 50%. Over an18-month period from January 2007 to July 2008, oil prices increased by almost 200%. According to the U.S. Energy Information Administration, or EIA, oil prices are expected to increase by approximately 115% from 2009 to 2035 and electricity prices are expected to |
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increase by approximately six percent annually over the same time period. We believe that rising energy prices combined with significant volatility have resulted in growing demand for energy efficiency measures that reduce energy usage and for sources of renewable energy that can stabilize energy costs. |
• | Potential of Energy Efficiency Measures to Significantly Reduce Energy Consumption. According to the EIA, U.S. energy demand is expected to increase nearly twofold from 2010 to 2035 in the absence of any improvements in energy efficiency, but the implementation of energy efficiency measures can significantly reduce energy consumption, as shown below: |
• | Aging and Inefficient Facility Infrastructure. Many organizations continue to operate with an energy infrastructure that is significantly less efficient and cost-effective than that now available through more advanced technologies applied to lighting, heating, cooling and other building systems. As these organizations explore alternatives for renewing their aging facilities, they often identify multiple areas within their facilities that could benefit from the implementation of energy efficiency measures, including the possible use of renewable sources of energy. According to a July 2009 report by McKinsey & Company, increased energy efficiency through facility renewal of government buildings, community infrastructure and existing homes in the United States represents a $76 billion market opportunity through 2020, and could result in energy savings of $174 billion over the same period. | |
• | Increased Focus on Cost Reduction. The current economic environment has led many organizations to search for opportunities to reduce their operating costs. There has been a growing awareness that reduced energy consumption presents an opportunity for significant long-term savings in operating costs and that the installation of energy efficiency measures can be a cost-effective way to achieve such reductions. | |
• | Movement Toward Industry Consolidation. As energy efficiency solutions continue to increase in technological complexity and customers look for service providers that can offer broad geographic and product coverage, we believe smaller niche energy efficiency companies will continue to look for opportunities to combine with larger companies that can better serve their customers’ needs. In addition, we believe utilities will continue to consider divesting their energy management services divisions, in part because of the potential conflicts between the |
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interests of an energy provider and the interests of a provider of energy efficiency services. Increased market presence and size of energy efficiency companies should, in turn, create greater customer awareness of the benefits of energy efficiency measures. |
• | Increased Use of Third-Party Financing. Many organizations desire to use their existing sources of capital for core investments or do not have the internal capacity to finance improvements to their energy infrastructure. These organizations often require innovative structures to facilitate the financing of energy efficiency and renewable energy projects. Customers seeking to upgrade or renew their energy systems are increasingly seeking to enter into ESPCs or other creative arrangements that facilitate third-party financing for their projects. | |
• | Increasing Legislative Support and Initiatives. In the United States and Canada, federal, state, provincial and local governments have enacted and are considering legislation and regulations aimed at increasing energy efficiency, reducing greenhouse gas emissions and encouraging the expansion of renewable energy generation. Examples of such legislation and regulation are: |
• | Federal. In 2007, the United States enacted the Energy Independence and Security Act which mandates that federal buildings reduce energy consumption by 30% by 2015 compared to their 2003 baseline and contains multiple provisions promoting long-term ESPCs. The U.S. Department of Energy also has a number of research, development, grant and financing programs — most notably the DOE Loan Guarantee Program — to encourage energy efficiency and renewable energy. Additionally, the United States has adopted federal incentives for renewable energy, including the production tax credit, investment tax credit and accelerated depreciation. | |
• | States. At the U.S. state level, significant measures to support energy efficiency and renewable energy have been implemented, including as of December 31, 2009, the following: |
• | 20 states have adopted energy efficiency resource standards, or EERS, and long-term energy savings targets for utilities. | |
• | 29 U.S. states and the District of Columbia have renewable portfolio standards, or RPS, in place, and six states have renewable portfolio goals. | |
• | 14 states have passed legislation enabling a new financing mechanism known as Property Assessed Clean Energy (PACE) Bonds. The bonds provide funds that can be used by commercial and residential property owners to finance efficiency measures and small-scale renewable energy systems. |
• | The U.S. Senate and House of Representatives have passed various forms of EERS and RPS legislation and, if enacted, all 50 states would have additional incentives to support energy efficiency and renewable energy. |
• | Canada. The federal, provincial and local governments have also provided incentives for the development of energy efficiency and renewable energy projects, and facility renewal. In 2010, the federal government announced its 2020 greenhouse gas emissions reduction target |
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under the Copenhagen Accord, a 17% reduction from 2005 levels, subject to adjustment to remain consistent with the U.S. target. In 2009, Ontario and Quebec both passed enabling legislation to establishcap-and-trade programs, which aim at reducing emissions by 15% below 1990 levels by 2020 and 20% by 2020, respectively. Ontario also passed the Green Energy and Green Economy Act in May 2009 to expand renewable energy production, encourage energy conservation and create green jobs. The act established a feed-in tariff program with pricing incentives to encourage the development of renewable energy. Similarly, British Columbia has also passed enabling legislation to establish acap-and-trade program and a greenhouse gas reduction target of at least 33% below 2007 levels by 2020. Under the federal Economic Action Plan, the federal government has committed to multi-year expenditures of $4 billion for new infrastructure funding, and has established program funds of $1 billion for sustainable energy and other green projects and $2 billion to repair, retrofit and expand facilities at post-secondary institutions. |
• | Economic Stimuli. Governments worldwide have allocated significant portions of economic stimuli to clean energy. The American Recovery and Reinvestment Act of 2009 allocated $67 billion to promote clean energy, energy efficiency and advanced vehicles. Additionally, the Emergency Economic Stabilization Act instituted a grant program that provides cash in lieu of the investment tax credit for eligible renewable energy generation sources which commence construction in 2010. |
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• | One-Stop, Comprehensive Service Provider. We offer our customers expertise in addressing almost all aspects of purchasing and using energy within a facility. Our experienced project development and engineering staff provide us with the capability and flexibility to determine the combination of energy efficiency measures that is best suited to achieve the customer’s energy efficiency and environmental goals. Our solutions range from smaller projects, such as a lighting system retrofit, to larger and more complex projects comprising new heating, cooling and electrical infrastructure, solar panels and a small-scale renewable energy plant serving multiple buildings. | |
• | Independence. We are an independent company with no affiliation to any equipment manufacturer, utility or fuel company. Unlike affiliated service companies, we have the freedom and flexibility to be objective in selecting particular products and technologies available from different manufacturers. By bundling components from multiple sources, we can optimize our solution for customers’ particular needs. In addition, we can leverage the high volume of equipment purchases that originate across our North American operations to obtain attractive pricing terms that enable us to provide cost-effective solutions to our customers. | |
• | Strong Customer Relationships. We have served over 2,000 customers since our inception, including over 1,000 customers in 2009. The sales, design and construction process for energy efficiency and renewable energy projects typically takes from 12 to 36 months, during which time our engineers work closely with the customer to ensure a successful installation. For certain projects, we enter into a multi-year O&M contract under which we have personnelon-site monitoring and controlling the customer’s energy systems. Our services include helping customers procure energy and managing their utility bill payment processes. All of these design, engineering and support activities foster a close relationship with our customers, which positions us to identify their future needs and provide additional services to them. For example, for a single federal facility, we have completed three separate projects over the period from 2005 to 2009. | |
• | Creative Solutions. We seek to provide innovative solutions to meet our customers’ energy efficiency, facility renewal and environmental goals. Our engineering staff has expertise in a broad range of technologies and energy savings strategies encompassing different types of electrical, heating, cooling, lighting, water, renewable energy, and other facility infrastructure systems. We are constantly seeking to identify new services, products and technologies that can be incorporated into our energy efficiency and renewable energy solutions to enhance their performance. We apply this expertise to design and engineer innovative solutions customized to meet the specific needs of each client. We also have an internal structured finance team that is skilled and experienced in arranging third-party financing for our customers’ projects. | |
• | Strong National and Local Presence. We have a nationwide presence in both the United States and Canada and serve certain of our customers in European locations. We maintain a centralized staff of engineering, financial and legal personnel at our headquarters in Massachusetts, who provide support to our seven regional offices and 46 other field offices located throughout the United States and Canada. We leverage our centralized resources and local offices by sharing experiences and best practices across the offices. We are able to |
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maintain an entrepreneurial approach toward our customers by delegating significant responsibility to our regional offices and making them accountable for their own operational and financial performance. We believe that our organizational structure enables us to be fast, flexible and cost-effective in responding to our customers’ needs. |
• | Experienced Management and Operations Team. Our executive officers have an aggregate of over 150 years of experience in the energy efficiency field. Some have worked together for over 15 years and most have worked together at Ameresco for over five years. In addition, we have accumulated significant in-house expertise in our sales, engineering, financing, legal, construction and operations functions. As of March 31, 2010, we employed over 200 engineers, whose experience with respect to fuels, rates, technologies and geography-specific regulation and economic benefits enables us to propose and design energy efficiency solutions that take into account the economic, technological, environmental and regulatory considerations that we believe underlie the cost efficiencies and operational success of a project. Many of our employees were previously employed by utilities, construction companies, financial institutions, engineering firms, consultancies and government agencies, which provides them with specialized experience in solving problems and creating value for our customers. | |
• | Federal and State Qualifications. The federal governmental program under which federal agencies and departments can enter into ESPCs requires that energy service providers have a track record in the industry and meet other specified qualifications. Over 20 states require similar qualifications to do business with state agencies and, in certain cases, with other governmental agencies in the state. In 2008, we renewed our IDIQ qualification under the U.S. Department of Energy program for ESPCs, and we are currently qualified to enter into ESPCs in most states that require qualification. Our projects accounted for almost half of the total dollar amount of published task orders issued under the Department of Energy’s IDIQ program for ESPCs in fiscal 2009. The scope of our qualifications provides us with the opportunity to continue to grow our business with federal, state and other governmental customers and differentiates us from energy efficiency companies that have not been similarly qualified. | |
• | Integration of Strategic Acquisitions. We have a track record of completing over ten acquisitions that have enabled us to broaden our offerings, expand our geographical reach and accelerate our growth. We follow a disciplined approach in evaluating and valuing potential acquisition candidates and frequently improve their operating performance significantly following our acquisition. 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. Our acquisition of the energy services business of Northeast Utilities in 2006 further grew our capability to provide services for the federal market and in Europe. Our acquisition of Southwestern Photovoltaics in 2007 significantly expanded our offering of solar energy products and services. We believe that our ability to offer a comprehensive set of energy efficiency services across North America has been, and will continue to be, enhanced by our expertise in identifying and completing acquisitions that expand our service offerings, as well as by our ability to integrate and leverage the skilled engineering, sales and operational personnel that come to us through these acquisitions. |
• | Pursue Organic Growth. We plan to grow primarily by leveraging our core expertise in designing, engineering and installing energy efficiency solutions to reach additional customers |
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in our target markets. To achieve this goal, we plan to open additional local offices in the regions we currently serve, as well as hire additional sales personnel. We also plan to expand geographically by opening new offices in regions we do not currently serve in the United States and Canada, as well as in Europe. |
• | Continue to Maintain Customer Focus. Our success will continue to depend in large part on our ability to understand and meet our customers’ energy infrastructure requirements. We will maintain an entrepreneurial approach toward our customers and remain flexible in designing projects tailored specifically to meet their needs. We will also continue to monitor and explore alternative services, products and technologies that might offer improved system performance and will seek to design and engineer innovative solutions for our customers. | |
• | Expand Scope of Product and Service Offerings. We believe the breadth of our services differentiates us from our competitors. We plan to continue to expand our offerings by including new types of energy efficiency services, products and improvements to existing products based on technological advances in energy savings strategies, equipment and materials. Examples of services that we have added to complement our energy efficiency services include asset planning, new construction, waste reduction, water conservation, demand response, management of utility and non-utility invoices and web-based software for tracking of a customer’s carbon footprint, electrical distribution upgrades, meters with communication capabilities, transformer replacements and power factor correction. Through our acquisition of Southwestern Photovoltaics in 2007, we significantly expanded our offering of solar energy products, which enabled us both to integrate solar solutions into broad energy efficiency projects and to target projects based specifically on solar energy. We plan to seek similar opportunities to broaden our offerings of complementary products and services. | |
• | Meet Market Demand for Cost-Effective, Environmentally-Friendly Solutions. We believe that addressing climate change will remain a global theme for governmental, institutional and commercial organizations. Through our energy efficiency measures and small-scale renewable energy plants and products, we enable customers to conserve energy and reduce emissions of carbon dioxide and other pollutants. We plan to continue to focus on providing sustainable energy solutions that will address the growing demand for products and services that create environmental benefits for customers. | |
• | Increase Recurring Revenue. We intend to continue to seek opportunities to increase our sources of recurring revenue. For many of our energy efficiency projects, we enter into multi-year O&M contracts, and we plan to continue to grow both the number and scope of such contracts. We also obtain recurring revenue from sales of electricity, thermal energy and gas generated by the small-scale renewable energy and central plants that we construct and own, and we plan to continue to seek opportunities to construct such plants based on LFG, biomass, biogas, solar, wind, geothermal and other sources of energy. |
• | Grow through Select Strategic Acquisitions. We have been able to accelerate the expansion of our service offerings, customer base and geographic reach through targeted acquisitions. We will continue to follow a disciplined approach in evaluating and valuing potential acquisition candidates. We plan to pursue complementary acquisitions that will enable us to both expand geographically in North America and abroad, and broaden our product and service offerings. |
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• | Boilers and Furnaces. We replace low efficiency boilers and furnaces with higher efficiency equipment. In addition, to reduce emissions, we can install emissions controls or either modify existing equipment or install new equipment to use cleaner fuels. We can also install biomass boilers for customers that have access to organic materials, such as waste from agricultural or food processing activities. | |
• | Chillers. Small buildings are cooled by air conditioners and large buildings are cooled by chillers. We replace older low efficiency chillers with new higher efficiency chillers capable of delivering the same cooling with less energy input, often eliminating the use of atmospheric ozone depleting chlorofluorocarbon-based refrigerants in the process. We retrofit existing chillers with new, more sophisticated, automated controls, high efficiency motors and variable speed drives to improve efficiency in cases where complete equipment replacement is not necessary. If the customer has anon-site source of recoverable waste heat, we may replace an electric chiller with an absorption chiller that can utilize the waste heat to directly produce cooling with reduced need to purchase energy for chiller operation. | |
• | Central Plants. Customers that have multiple buildings in close proximity on a site may benefit from installation of a single central plant to provide power, heat or cooling to these buildings. The central plant typically contains multiple large boilers, chillers or combined heat and power, or CHP, systems to handle the combined requirements of all site buildings. Pipes are installed to distribute steam, hot water or chilled water from the central plant to the individual buildings. Any centrally generated power is delivered via interconnection with the existing site-wide electrical distribution system. A central plant allows the multiple smaller and less energy efficient individual building heating and cooling plants to be decommissioned. In addition to improved energy efficiency, centralization can create other scale benefits in operating labor, equipment maintenance and operating reliability. Where a customer already has a central plant, we can improve the efficiency of the plant by implementing improved equipment controls and by retrofit or replacement of existing equipment for enhanced energy efficiency. | |
• | Cogeneration or Combined Heat and Power. CHP systems produce both heat and power simultaneously at a customer site, displacing power purchases from the utility grid and conventional sources of heat generation at the customer facility. When utilities produce power at large central station plants, the heat produced as a byproduct of the power generation process is |
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typically wasted via disposal to the atmosphere or a nearby waterway. This wasted heat is generally a majority of the energy value of the input fuel to the power generation process. With on site power generation, the waste heat can be recovered from the power generation process and used as a substitute for heat that would otherwise be generated using site purchased fuels. Through use of heat driven chillers, also known as absorption chillers, this recovered heat can also be employed to provide building cooling. For facilities with large and relatively constant needs for power and heat or cooling, the cost of fuel for the cogeneration system operation can often be less than the cost of the purchased utility power and conventional heating fuel that is displaced. Installing a CHP that uses a lower-cost fossil fuel or a renewable fuel source can create further economic benefits. |
• | Energy Management Systems. Automating building system adjustments for optimum performance under changing building operating conditions is one of the most cost effective energy saving strategies. We install energy management system, or EMS, projects consisting of small computers, wiring or wireless communication systems, and sensors and controllers located at energy-using equipment and at locations that need monitoring for such conditions as temperature and flow. Equipment that may be controlled through an energy management system includes lights, boilers, chillers, and fans and pumps that move energy throughout a building. We program the computers to automatically turn the equipment on and off or to adjust equipment operating setpoints for lower energy use in response to monitored conditions. For example, when the outdoor air is cool and the building requires cooling, instead of turning on the chillers to cool the building, the EMS may turn on building fans to draw the cool outside air into the building and significantly reduce the energy use under that condition. Both we and the customer can access the EMS information through a personal computer and reprogram the energy-saving strategies through secure, hard-wired or web-based communications systems. | |
• | Lighting. We replace lighting system components with more efficient components in both indoor and outdoor lighting systems. We may alternatively redesign and install a new lighting system. Typical measures include replacing incandescent lighting with compact fluorescent lighting, metal halide lighting with fluorescent lighting and low efficiency fluorescent lighting with higher efficiency fluorescent lighting. Also, lighting controls may be installed to turn off lights when the lit space is unoccupied or if natural light through windows or skylights is adequate. | |
• | Retro-commissioning. Over time, the performance of building systems can degrade due to a variety of factors, such as a failure of dampers, actuators and switches to operate in accordance with the building control system or modifications to equipment without taking into account their interaction with other building systems. Cumulatively, these factors can lead to significant increased energy consumption and reduce the quality of the indoor environment. Through a retro-commissioning process, we systematically repair and restore building equipment and systems so that they function together in an optimal manner to enhance overall building performance. | |
• | Motors. The energy cost over the life of a motor is often many times the original cost of the motor. We replace older low efficiency motors with new higher efficiency motors. Often, motors are over-sized for the application and additional savings can be attained by replacing an existing motor with an appropriately sized motor. We may also replace the sheave and belt drives associated with motors so that the motor output is transmitted to the driven device with reduced energy loss. | |
• | Variable Speed Drives or Variable Frequency Drives. Motors driving building equipment such as fans, pumps, chillers and elevators are typically selected and operated at the size and speed necessary to deliver services under worst case or peak load conditions. This causes inefficiencies when operating at less than peak load conditions. We install electronic devices called variable speed drives, or VSDs, that automatically adjust the characteristics of the power supplied to a motor so that the motor is operated at only the speed necessary to meet the load conditions at any time. |
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• | Electric Load Shaping. Many customers pay an energy charge per kWh of electricity used and a demand charge based on their highest or peak use of electricity in a 15 minute period during the month. By installing an EMS or anon-site generator and controlling the system using our monitoring and analysis of the customer’s electricity use, we can reduce the customer’s peak electricity use and thus its demand charge. We may also shift energy use from expensive on-peak (weekday) periods to less expensive off-peak periods (nights and weekends). For example, by adding chilled water storage tanks to a facility, cooling systems can be operated at night to generate stored chilled water and the chilled water can then be withdrawn to cool the building during the next day without operating the cooling equipment during daytime peak periods. | |
• | Utility Rate Reductions. A customer’s cost of gas and electricity is a function of how much energy is used and what rate the customer is charged for the energy. We analyze a customer’s energy use and the various utility rates that the customer is eligible to select. By switching a customer to the optimal rate, the customer can typically save energy costs. We may be able to switch a customer into a better rate by installing an EMS or anon-site generator. | |
• | Geothermal Heat Pumps. Heat pumps are designed to efficiently provide both heat and cooling to a facility. The geothermal heat pump system works to store and recapture energy from the ground on a seasonally advantageous basis. Beneath the surface, the earth is warmer than the air in winter and cooler than the air in summer. Using the heat pump, heat removed from a building to cool it during the summer can be stored in the ground. This stored heat can then be withdrawn by the heat pump in the winter to provide necessary building heating. We install piping loops in the ground and heat pumps in buildings. Water piped underground captures the stored geothermal energy and heat pumps deliver the energy efficiently to the building interior. | |
• | Window Replacement. Existing windows are often the most inefficient component of a building envelope. We may replace existing inefficient windows with new windows with features that more effectively control the sources of window heat transfer. | |
• | Roofs. An existing roof with inadequate insulation levels or with water damage compromising the effectiveness of insulation is a source of unnecessary energy waste. We replace existing roofs with new roofs with higher insulation levels to reduce heat losses in winter and heat gains in summer. We may employ membrane roof technology for better protection of the insulation against degradation. | |
• | Insulation. Insulating materials reduce unwanted transfer of heat that can increase energy usage. We apply additional insulation to building shell components, such as walls, ceilings, floors and foundations, to reduce heat loss in winter and heat gain in summer. We may add to or fully replace existing insulation on equipment such as piping, storage tanks and heat exchangers to reduce energy losses and the equipment inefficiency that results from these losses. | |
• | Asset Planning. Asset planning tools enable organizations to identify and prioritize current and future facility renewal requirements and associated capital-investment needs. We have developed software that helps organizations measure the condition of their facilities, the costs necessary to improve the facilities and make them more energy efficient and the funding alternatives for any such improvements. Our asset planning tools enable customers to develop facility renewal plans that will effectively leverage their available sources of capital and meet their future needs. | |
• | Demand Response and Demand-Side Management. Electric utilities and regional or independent system operators, or ISOs, are responsible for ensuring that power is available at all times throughout a region’s electrical transmission and distribution system. It is expensive to provide power during peak times such as a hot summer afternoon when customers are turning on their air conditioners and chillers. Utilities and ISOs seek to reduce the peak load demand and are willing to pay customers to reduce their power usage at these times, either during pre-arranged hours or in response to a call to reduce power. We help utilities and ISOs to attract customers to their programs and coordinate the customers’ participation in the programs. Typically we enter |
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into a contract with a utility or ISO, market the program to customers, and share contract payments with the customers. |
• | Utility Data Management. We have developed proprietary software and systems that allow us to efficiently collect, optically scan, enter into a data base and perform analysis on information from customer utility bills. Using these systems, we can deliver a variety of services, including centralized and automated collection, processing and preparation for payment of utility billing information; identification of errors in utility metering or billings; aggregation of multiple location billings from a single utility to facilitate payment; modeling of available utility tariff rates against a database of historical energy use to identify the most economical rate; and analysis of utility use data in multiple ways to identify and report usage and cost trends, variances and performance relative to benchmarks. | |
• | Carbon Emissions Tracking. Our carbon management program provides greenhouse gas, or GHG, emissions accounting and reporting services to our customers. With an international, multi-tiered approach, we can support a wide variety of GHG accounting and reporting standards, including utility-based GHG and full ISO 14064 compliance reporting. This service helps customers, for example, to develop corporate social responsibility reports and prepare for an audit of their GHG emissions. |
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Name | Age | Position (s) | ||
George P. Sakellaris | 64 | Chairman of the Board of Directors, President and Chief Executive Officer | ||
David J. Anderson | 50 | Executive Vice President, Business Development and Director | ||
Michael T. Bakas | 41 | Senior Vice President, Renewable Energy | ||
David J. Corrsin | 51 | Executive Vice President, General Counsel and Secretary and Director | ||
William J. Cunningham | 51 | Senior Vice President, Corporate Government Relations | ||
Joseph P. DeManche | 53 | Executive Vice President, Engineering and Operations | ||
Keith A. Derrington | 50 | Executive Vice President and General Manager, Federal Operations | ||
Mario Iusi | 51 | President, Ameresco Canada | ||
Louis P. Maltezos | 43 | Executive Vice President and General Manager, Central Region | ||
Andrew B. Spence | 54 | Vice President and Chief Financial Officer | ||
William M. Bulger | 76 | Director(3) | ||
Douglas I. Foy | 63 | Director(2)(3) | ||
Michael E. Jesanis | 53 | Director(1)(2) | ||
Guy W. Nichols | 84 | Director(1)(3) | ||
Joseph W. Sutton | 62 | Director(1)(2) |
(1) | Member of audit committee. | |
(2) | Member of compensation committee. | |
(3) | Member of nominating and corporate governance committee. |
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• | the class I directors are Messrs. Anderson, Bulger and Nichols, and their term expires at the annual meeting of stockholders to be held in 2011; | |
• | the class II directors are Messrs. Corrsin, Sakellaris and Sutton, and their term expires at the annual meeting of stockholders to be held in 2012; and | |
• | the class III directors are Messrs. Jesanis and Foy, and their term expires at the annual meeting of stockholders to be held in 2013. |
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• | is an executive officer of another company which is indebted to us, or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than one percent of the total consolidated assets of the company he or she serves as an executive officer; or | |
• | serves as an officer, director or trustee of a tax exempt organization, unless our discretionary contributions to such organization are more than the greater of $1 million or two percent of that organization’s consolidated gross revenue. |
• | appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; |
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• | overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; | |
• | reviewing and discussing with management and our registered public accounting firm our annual and quarterly financial statements and related disclosures; | |
• | monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; | |
• | overseeing our internal audit function; | |
• | overseeing our risk assessment and risk management policies; | |
• | establishing policies regarding hiring employees from our registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; | |
• | meeting independently with our internal auditing staff, registered public accounting firm and management; | |
• | reviewing and approving or ratifying any related person transactions; and | |
• | preparing the audit committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders. |
• | annually reviewing and approving corporate goals and objectives relevant to CEO compensation; | |
• | determining our CEO’s compensation; | |
• | reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our other executive officers; | |
• | overseeing an evaluation of our senior executives; | |
• | overseeing and administering our cash and equity incentive plans; | |
• | reviewing and making recommendations to our board of directors with respect to director compensation; |
• | reviewing and discussing annually with management our “Compensation Discussion and Analysis,” which is included beginning on page 97 of this prospectus; and |
• | preparing the compensation committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders. |
• | identifying individuals qualified to become members of our board of directors; | |
• | recommending to our board of directors the persons to be nominated for election as directors and to each of the committees of our board of directors; |
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• | reviewing and making recommendations to our board of directors with respect to our board of directors’ leadership structure; | |
• | reviewing and making recommendations to our board of directors with respect to management succession planning; | |
• | developing and recommending to our board of directors corporate governance principles; and | |
• | overseeing an annual evaluation of our board of directors. |
• | our board’s principal responsibility is to oversee the management of Ameresco; | |
• | a majority of the members of our board of directors shall be independent directors; | |
• | the non-management directors meet regularly in executive session; | |
• | directors have full and free access to management and employees of our company, and the right to hire and consult with independent advisors at our expense; | |
• | new directors participate in an orientation program and all directors are expected to participate in continuing director education on an ongoing basis; and | |
• | at least annually, our board of directors and its committees will conduct self-evaluations to determine whether they are functioning effectively. |
• | chairing any meeting of our non-management or independent directors in executive session; | |
• | meeting with any director who is not adequately performing his or her duties as a member of our board of directors or any committee; | |
• | facilitating communications between other members of our board of directors and the chairman of our board of directorsand/or the chief executive officer; however, each director is free to communicate directly with the chairman of our board of directors and with the chief executive officer; | |
• | monitoring, with the assistance of our general counsel, communications from stockholders and other interested parties and providing copies or summaries to the other directors as he considers appropriate; |
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• | working with the chairman of our board in the preparation of the agenda for each board of directors meeting and in determining the need for special meetings of the board of directors; and | |
• | otherwise consulting with the chairman of our board of directorsand/or the chief executive officer on matters relating to corporate governance and the performance of our board of directors. |
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• | reward the achievement of our annual and long-term operating and strategic goals; | |
• | recognize individual contributions; | |
• | align the interests of our executives with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing stockholder value; and | |
• | retain and build our executive management team. |
• | base salaries; | |
• | annual incentive bonuses; | |
• | equity incentive awards; and | |
• | other employee benefits. |
• | the executive officer’s skills and experience; | |
• | the particular importance of the executive officer’s position to us; | |
• | the executive officer’s individual performance; | |
• | the executive officer’s growth in his or her position; and | |
• | base salaries for comparable positions within our company and at other companies. |
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Goal | Target | Result | ||||||||||
Revenue | $ | 470.0 | million | $ | 428.5 | million | ||||||
Adjusted EBITDA from ongoing operations* | $ | 37.0 | million | $ | 35.4 | million | ||||||
Value of customer contracts signed | $ | 800.0 | million | $ | 836.1 | million | ||||||
Proposal volume | $ | 1.70 | billion | $ | 1.73 | billion |
* | This differs from adjusted EBITDA as reported in the Summary Consolidated Financial Data table on page 8 and in “Selected Consolidated Financial Data” because this measure excludes certain items that we consider to be non-recurring in nature. Adjusted EBITDA from ongoing operations is a non-GAAP financial |
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measure and should not be considered as an alternative to operating income or any other measure of financial performance calculated and presented in accordance with GAAP. |
Achievement | ||||||||||||
Percentage Assigned | ||||||||||||
Weight Assigned at | Based on Actual | Weight Based on | ||||||||||
Goal | Beginning of 2009 | Performance | Actual Performance | |||||||||
Revenue | 25 | % | 93 | % | 23.3 | % | ||||||
Adjusted EBITDA form ongoing operations | 15 | % | 93 | % | 14.3 | % | ||||||
Value of customer contracts signed | 15 | % | 105 | % | 15.0 | % | ||||||
Proposal volume | 10 | % | 102 | % | 10.0 | % | ||||||
Department of Energy ESPC restriction lifting | 10 | % | 100 | % | 10.0 | % | ||||||
Completion of financings | 10 | % | 100 | % | 10.0 | % | ||||||
Hiring of personnel | 10 | % | 80 | % | 8.0 | % | ||||||
Customer satisfaction | 5 | % | 80 | % | 4.0 | % | ||||||
Total | 100 | % | 94.6 | % | ||||||||
Bonus Pool (as a Percentage of | ||||
Aggregate Weight Based on | Adjusted EBITDA from Ongoing | |||
Actual Performance | Operations) | |||
Less than 80% | 0 | |||
80% | 2 | % | ||
85% | 4 | % | ||
90% | 6 | % | ||
95% | 8 | % | ||
100% | 10 | % |
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• | provide our executive officers with a strong link to our long-term performance by enhancing their accountability for long-term decision making; | |
• | help balance the short-term orientation of our annual incentive bonus program; | |
• | create an ownership culture by aligning the interests of our executive officers with the creation of value for our stockholders; and | |
• | further our goal of executive retention. |
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Option | All Other | |||||||||||||||||||
Name and | Salary | Bonus | Awards | Compensation | Total | |||||||||||||||
Principal Position | ($) | ($) | ($)(1) | ($)(2) | ($) | |||||||||||||||
George P. Sakellaris(3) | 500,000 | — | 2,049,424 | 26,785 | 2,576,209 | |||||||||||||||
President and Chief Executive Officer | ||||||||||||||||||||
Andrew B. Spence | 220,000 | 55,000 | 16,816 | 14,504 | 306,320 | |||||||||||||||
Vice President and Chief Financial Officer | ||||||||||||||||||||
Louis P. Maltezos | 250,000 | 76,000 | 119,658 | 15,870 | 461,528 | |||||||||||||||
Executive Vice President and General Manager | ||||||||||||||||||||
Keith A. Derrington | 250,000 | 100,000 | — | 15,314 | 365,314 | |||||||||||||||
Executive Vice President and General Manager, Federal Operations | ||||||||||||||||||||
William J. Cunningham | 250,000 | 50,000 | 20,834 | 15,175 | 336,009 | |||||||||||||||
Senior Vice President, Corporate Government Relations |
(1) | Value is equal to the aggregate grant date fair value of stock options computed in accordance with ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the named executive officer with respect to these option grants. The assumptions used by us with respect to the valuation of option awards are the same as those set forth in Note 11 to our consolidated financial statements included elsewhere in this prospectus. | |
(2) | Amounts represent the value of perquisites and other personal benefits, which are further detailed below. |
Matched 401(k) | Group Life | Auto | ||||||||||||||
Contribution ($) | Insurance ($) | Insurance ($) | Total ($) | |||||||||||||
George P. Sakellaris | 14,700 | 10,585 | 1,500 | 26,785 | ||||||||||||
Andrew B. Spence | 13,521 | 983 | — | 14,504 | ||||||||||||
Louis P. Maltezos | 14,700 | 1,170 | — | 15,870 | ||||||||||||
Keith A. Derrington | 14,205 | 1,109 | — | 15,314 | ||||||||||||
William J. Cunningham | 14,005 | 1,170 | — | 15,175 |
(3) | Mr. Sakellaris is also a member of our board of directors, but does not receive any additional compensation in his capacity as a director. |
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All Other | Grant | |||||||||||||||||||||||
Option | Date | |||||||||||||||||||||||
Awards: | Exercise | Fair | ||||||||||||||||||||||
Number of | or Base | Market | Value of | |||||||||||||||||||||
Securities | Price of | Price on | Stock and | |||||||||||||||||||||
Underlying | Option | Grant | Option | |||||||||||||||||||||
Grant | Approval | Options | Awards | Date | Awards | |||||||||||||||||||
Name | Date | Date | (#) (1) | ($/Sh) | ($/Sh) | ($) | ||||||||||||||||||
George P. Sakellaris | 9/30/2009 | 9/30/2009 | 600,000 | 6.055 | 11.00 | 6,600,000 | ||||||||||||||||||
Andrew B. Spence | — | — | — | — | — | — | ||||||||||||||||||
Louis P. Maltezos | 7/22/2009 | 7/22/2009 | 100,000 | 6.055 | 9.00 | 900,000 | ||||||||||||||||||
Keith A. Derrington | — | — | — | —— | — | — | ||||||||||||||||||
William J. Cunningham | 7/22/2009 | 7/22/2009 | 50,000 | 6.055 | 9.00 | 450,000 |
Option Awards (1) | ||||||||||||||||
Number of | Number of | |||||||||||||||
Securities | Securities | |||||||||||||||
Underlying | Underlying | |||||||||||||||
Unexercised | Unexercised | Option | Option | |||||||||||||
Options (#) | Options (#) | Exercise | Expiration | |||||||||||||
Name | Exercisable | Unexercisable | Price ($) | Date | ||||||||||||
George P. Sakellaris | — | 600,000 | 6.055 | 9/30/2019 | ||||||||||||
Andrew B. Spence | 300,000 | — | 0.875 | 4/25/2012 | ||||||||||||
100,000 | — | 1.875 | 10/16/2013 | |||||||||||||
65,000 | 35,000 | 3.25 | 7/26/2016 | |||||||||||||
Louis P. Maltezos | 200,000 | — | 2.75 | 6/25/2014 | ||||||||||||
75,000 | 25,000 | 3.25 | 1/27/2016 | |||||||||||||
90,000 | 110,000 | 4.22 | 7/25/2017 | |||||||||||||
— | 100,000 | 6.055 | 7/22/2019 | |||||||||||||
Keith A. Derrington | 200,000 | — | 2.75 | 7/20/2014 | ||||||||||||
55,000 | 45,000 | 3.41 | 1/24/2017 | |||||||||||||
William J. Cunningham | — | 50,000 | 6.055 | 7/22/2019 |
(1) | All option awards and stock awards listed in this table were granted under the 2000 stock plan. Each option listed above vests or has vested as to 20% of the shares on the first anniversary of the grant date, and as to an additional five percent of the shares at the end of each successive three-month period of employment with us until the fifth anniversary of the grant date. Under the terms of the individual stock option agreements we have entered into with our named executive officers, if, an “Acquisition Event” (as defined in the 2000 stock plan) involving us occurs, and prior to the one-year anniversary of such Acquisition Event the executive’s employment is terminated without Cause (as defined in the 2000 stock plan) or the executive voluntarily terminates his or her employment for Good Reason (as defined in the 2000 stock plan) prior to such anniversary, then the number of shares subject to the option which would have vested and become exercisable had the last 24 months (or if less than 24 months remained, such lesser period) of scheduled vesting been accelerated shall vest and become exercisable immediately prior to such named executive officer’s termination date. |
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Option Awards | Stock Awards | |||||||||||||||
Number of Shares | Value Realized on | Number of Shares | Value Realized on | |||||||||||||
Acquired on Exercise | Exercise | Acquired on Vesting | Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) (1) | ||||||||||||
George P. Sakellaris | — | — | 2,000,000 | 12,110,000 | ||||||||||||
Andrew B. Spence | — | — | — | — | ||||||||||||
Louis P. Maltezos | — | — | — | — | ||||||||||||
Keith A. Derrington | — | — | — | — | ||||||||||||
William J. Cunningham | — | — | — | — |
(1) | There was no public market for our Class A common stock on the date that these shares of restricted stock vested. The value realized has been calculated by multiplying the fair value of our Class A common stock as of the date that such shares vested, based on the fair value that had been most recently determined by our board of directors, by the number of vested shares. |
Value of Additional | ||||||||||||
Severance | Vested Option | Total | ||||||||||
Name | Payments | Awards($)(1) | Benefits | |||||||||
George P. Sakellaris | — | 2,415,150 | (2) | 2,415,150 | ||||||||
Andrew B. Spence | — | 411,250 | (3) | 411,250 | ||||||||
Louis P. Maltezos | 250,000 | 1,531,150 | (4) | 1,781,150 | ||||||||
Keith A. Derrington | 250,000 | 1,159,000 | (5) | 1,409,000 | ||||||||
William J. Cunningham | — | 201,263 | (6) | 201,263 |
(1) | Valuation of acceleration of these options is determined by subtracting the exercise price of such option from a price per share of our Class A common stock of $15.00, which is the midpoint of the estimated price range shown on the cover of this prospectus, and multiplying the resulting difference by the number of shares subject to acceleration by the option. |
(2) | Upon termination without cause or resignation for good reason prior to the one-year anniversary of a sale of our company, options to purchase 270,000 shares of Class A common stock would vest and become immediately exercisable. | |
(3) | Upon termination without cause or resignation for good reason prior to the one-year anniversary of a sale of our company, options to purchase 35,000 shares of Class A common stock would vest and become immediately exercisable. | |
(4) | Upon termination without cause or resignation for good reason prior to the one-year anniversary of a sale of our company, options to purchase 150,000 shares of Class A common stock would vest and become immediately exercisable. | |
(5) | Upon termination without cause or resignation for good reason prior to the one-year anniversary of a sale of our company, options to purchase 100,000 shares of Class A common stock would vest and become immediately exercisable. |
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(6) | Upon termination without cause or resignation for good reason prior to the one-year anniversary of a sale of our company, options to purchase 22,500 shares of Class A common stock would vest and become immediately exercisable. |
• | the number of shares of our Class A common stock covered by the award and the dates upon which the award will vest; | |
• | with respect to options, the exercise price and period of exercise; and | |
• | with respect to restricted stock and other stock-based awards, the terms and conditions of such awards, including conditions for repurchase, issue price and repurchase price. |
• | provide that all outstanding awards shall be assumed or substituted by the successor corporation; | |
• | upon written notice to a participant, provide that the participant’s unexercised options or awards will terminate immediately prior to the consummation of such transaction unless exercised by the participant; | |
• | provide that outstanding awards will become exercisable, realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon the reorganization event; |
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• | in the event of a reorganization event pursuant to which holders of our Class A common stock will receive a cash payment for each share surrendered in the reorganization event, make or provide for a cash payment to the participants equal to the excess, if any, of the acquisition price times the number of shares of our Class A common stock subject to such outstanding awards (to the extent then exercisable at prices not in excess of the acquisition price), over the aggregate exercise price of all such outstanding awards and any applicable tax withholdings, in exchange for the termination of such awards; and | |
• | provide that, in connection with a liquidation or dissolution, awards convert into the right to receive liquidation proceeds. |
• | any breach of the director’s duty of loyalty to us or our stockholders; |
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• | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
• | any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or | |
• | any transaction from which the director derived an improper personal benefit. |
• | we will indemnify our directors and officers to the fullest extent permitted by law; | |
• | we may indemnify our other employees and other agents to the same extent that we indemnify our officers and directors, unless otherwise determined by our board of directors; and | |
• | we will advance expenses to our directors and officers in connection with legal proceedings in connection with a legal proceeding to the fullest extent permitted by law. |
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• | each of our directors; | |
• | each of our named executive officers; | |
• | each person, or group of affiliated persons, who is known by us to beneficially own more than five percent of our Class A and Class B common stock; | |
• | all of our directors and executive officers as a group; and | |
• | each selling stockholder. |
Shares of | ||||||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||
Shares Beneficially Owned Prior to Offering | Common | Shares Beneficially Owned After Offering | ||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | % Total | Stock | Class A | Class B | % Total | ||||||||||||||||||||||||||||||||||||||
Common Stock | Common Stock | Voting | Being | Common Stock | Common Stock | Voting | ||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Shares | % | Shares | % | Power | Offered(12) | Shares | % | Shares | % | Power | |||||||||||||||||||||||||||||||||
Five Percent Stockholders: | ||||||||||||||||||||||||||||||||||||||||||||
George P.Sakellaris(1) | 3,350,000 | 21.65 | 18,000,000 | 100.00 | 88.51 | 200,000 | 3,150,000 | 14.06 | 18,000,000 | 100.00 | 82.87 | |||||||||||||||||||||||||||||||||
Samuel T.Byrne(2) | 1,738,620 | 11.24 | — | — | 1.65 | 40,000 | 1,698,620 | 7.58 | — | — | 1.51 | |||||||||||||||||||||||||||||||||
Arthur P.Sakellaris(3) | 1,600,000 | 10.34 | — | — | 1.52 | — | 1,600,000 | 7.14 | — | — | 1.42 | |||||||||||||||||||||||||||||||||
David J. Anderson(4) | 1,020,000 | 6.59 | — | — | * | 255,000 | 765,000 | 3.41 | — | — | * | |||||||||||||||||||||||||||||||||
Michael R.Castonguay(5) | 910,000 | 5.75 | — | — | * | — | 910,000 | 4.00 | — | — | * |
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Shares of | ||||||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||
Shares Beneficially Owned Prior to Offering | Common | Shares Beneficially Owned After Offering | ||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | % Total | Stock | Class A | Class B | % Total | ||||||||||||||||||||||||||||||||||||||
Common Stock | Common Stock | Voting | Being | Common Stock | Common Stock | Voting | ||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Shares | % | Shares | % | Power | Offered(12) | Shares | % | Shares | % | Power | |||||||||||||||||||||||||||||||||
Directors and Named Executive Officers: | ||||||||||||||||||||||||||||||||||||||||||||
Andrew B.Spence(6) | 480,000 | 3.01 | — | — | * | — | 480,000 | 2.10 | — | — | * | |||||||||||||||||||||||||||||||||
Louis P.Maltezos(7) | 430,000 | 2.70 | — | — | * | 150,000 | 280,000 | 1.23 | — | — | * | |||||||||||||||||||||||||||||||||
William J.Cunningham(6) | 10,000 | * | — | — | * | — | 10,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Keith A. Derrington(8) | 270,000 | 1.72 | — | — | * | 125,000 | 145,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
David J. Corrsin(9) | 1,500,000 | 9.70 | — | — | 1.42 | 375,000 | 1,125,000 | 5.02 | — | — | 1.00 | |||||||||||||||||||||||||||||||||
William M.Bulger(6) | 150,000 | * | — | — | * | — | 150,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Douglas I. Foy | — | — | — | — | — | — | — | — | — | — | * | |||||||||||||||||||||||||||||||||
Michael E. Jesanis | — | — | — | — | — | — | — | — | — | — | * | |||||||||||||||||||||||||||||||||
Guy W.Nichols(6) | 150,000 | * | — | — | * | — | 150,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Joseph W.Sutton(10) | 1,000,000 | 6.46 | — | — | * | — | 1,000,000 | 4.46 | — | — | * | |||||||||||||||||||||||||||||||||
All executive officers and directors as a group(15 persons)(11) | 9,807,500 | 54.73 | 18,000,000 | 100.00 | 92.48 | 1,529,374 | 8,278,126 | 33.99 | 18,000,000 | 100.00 | ||||||||||||||||||||||||||||||||||
Other Selling Stockholders(13): | ||||||||||||||||||||||||||||||||||||||||||||
Michael Bakas(14) | 637,500 | 4.08 | — | — | * | 159,374 | 478,126 | 2.12 | — | — | * | |||||||||||||||||||||||||||||||||
John L. Bosch(14) | 55,000 | * | — | — | * | 15,000 | 40,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Mark Bruce | 204,000 | 1.32 | — | — | * | 40,800 | 163,200 | * | — | — | * | |||||||||||||||||||||||||||||||||
Peter Christakis(14) | 344,500 | 2.21 | — | — | * | 86,126 | 258,374 | 1.15 | — | — | * | |||||||||||||||||||||||||||||||||
John Clune(15) | 66,100 | * | — | — | * | 13,220 | 52,880 | * | — | — | * | |||||||||||||||||||||||||||||||||
Enzo Colangelo(14) | 61,000 | * | — | — | * | 16,000 | 45,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Jeanette Coleman-Hall | 76,500 | * | — | — | * | 15,300 | 61,200 | * | — | — | * | |||||||||||||||||||||||||||||||||
Anthony DaSilva(14) | 329,000 | 2.08 | — | — | * | 87,500 | 241,500 | 1.07 | — | — | * | |||||||||||||||||||||||||||||||||
Janice DeBarros(14) | 128,000 | * | — | — | * | 32,000 | 96,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Paul Dello Iacono(14) | 100,000 | * | — | — | * | 25,000 | 75,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Joseph DeManche(14) | 420,000 | 2.64 | — | — | * | 125,000 | 295,000 | 1.30 | — | — | * | |||||||||||||||||||||||||||||||||
Timothy Detlaff(14) | 80,000 | * | — | — | * | 50,000 | 30,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Kathleen DevlinRuggiero(14) | 367,250 | 2.36 | — | — | * | 99,750 | 267,500 | 1.19 | — | — | * | |||||||||||||||||||||||||||||||||
Mark Feichtner(14) | 165,000 | 1.06 | — | — | * | 30,000 | 135,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Edward Golfetto(14) | 37,000 | * | — | — | * | 10,000 | 27,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Alex J. Harkness(14) | 60,000 | * | — | — | * | 15,000 | 45,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Vivekanand Hegde | 120,000 | * | — | — | * | 30,000 | 90,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Ben Heuiser(14) | 40,000 | * | — | — | * | 4,000 | 36,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Mohsin Huq(14) | 40,000 | * | — | — | * | 10,000 | 30,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Mario Iusi(14) | 390,000 | 2.46 | — | — | * | 100,000 | 290,000 | 1.28 | — | — | * | |||||||||||||||||||||||||||||||||
Lillian Kamalay(14) | 87,000 | * | — | — | * | 21,750 | 65,250 | * | — | — | * | |||||||||||||||||||||||||||||||||
Richard Kohrs(14) | 153,000 | * | — | — | * | 38,250 | 114,750 | * | — | — | * | |||||||||||||||||||||||||||||||||
Peter W. Kurpiewski(14) | 68,300 | * | — | — | * | 18,250 | 50,050 | * | — | — | * | |||||||||||||||||||||||||||||||||
Dean Lebron | 204,000 | 1.32 | — | — | * | 44,000 | 160,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
David Maksymiuk(14) | 60,000 | * | — | — | * | 15,000 | 45,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Jeffrey Metcalf(14) | 43,000 | * | — | — | * | 14,250 | 28,750 | * | — | — | * | |||||||||||||||||||||||||||||||||
Stephen Morgan(16) | 180,000 | 1.16 | — | — | * | 45,000 | 135,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Craig Piercey(14) | 37,000 | * | — | — | * | 10,000 | 27,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Patriscia Puopolo(14) | 30,000 | * | — | — | * | 12,500 | 17,500 | * | — | — | * | |||||||||||||||||||||||||||||||||
David Seymour(14) | 50,000 | * | — | — | * | 12,500 | 37,500 | * | — | — | * | |||||||||||||||||||||||||||||||||
William Skosky(14) | 115,000 | * | — | — | * | 30,000 | 85,000 | * | — | — | * |
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Shares of | ||||||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||
Shares Beneficially Owned Prior to Offering | Common | Shares Beneficially Owned After Offering | ||||||||||||||||||||||||||||||||||||||||||
Class A | Class B | % Total | Stock | Class A | Class B | % Total | ||||||||||||||||||||||||||||||||||||||
Common Stock | Common Stock | Voting | Being | Common Stock | Common Stock | Voting | ||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner | Shares | % | Shares | % | Power | Offered(12) | Shares | % | Shares | % | Power | |||||||||||||||||||||||||||||||||
Jeffrey Stander(14) | 40,000 | * | — | — | * | 10,000 | 30,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Christopher Sternadore(14) | 75,000 | * | — | — | * | 18,750 | 56,250 | * | — | — | * | |||||||||||||||||||||||||||||||||
Kevin A. Sullivan | 255,000 | 1.65 | — | — | * | 55,000 | 200,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Bhoopendra N. Tripathi(14) | 150,000 | * | — | — | * | 37,500 | 112,500 | * | — | — | * | |||||||||||||||||||||||||||||||||
Thomas Tsaros | 204,000 | 1.32 | — | — | * | 51,000 | 153,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Carl Von Saltza | 440,000 | 2.84 | — | — | * | 44,000 | 396,000 | 1.77 | — | — | * | |||||||||||||||||||||||||||||||||
Douglas Wall(14) | 40,000 | * | — | — | * | 10,000 | 30,000 | * | — | — | * | |||||||||||||||||||||||||||||||||
Alan Winkler(14) | 383,332 | 2.46 | — | — | * | 100,000 | 283,332 | 1.26 | — | — | * |
(1) | Mr. Sakellaris is our founder, principal stockholder, president and chief executive officer. His address is c/o Ameresco, Inc., 111 Speen Street, Framingham, Massachusetts 01701. Includes 12,000,000 shares of our Class B common stock held by the Ameresco 2010 Annuity Trust, of which Mr. Sakellaris is trustee and the sole beneficiary. The shares of Class A common stock being offered by Mr. Sakellaris represent shares of restricted Class A common stock granted by us to Mr. Sakellaris as consideration for the personal indemnity provided by Mr. Sakellaris to our sureties. |
(2) | Mr. Byrne’s address isc/o CrossHarbor Capital Partners LLC, One Boston Place, Suite 2300, Boston, Massachusetts 02108. The shares of our Class A common stock being offered by Mr. Byrne were purchased directly from us by Mr. Byrne. See “Related Person Transactions — Other Transactions.” |
(3) | Arthur P. Sakellaris’ address is c/o Ameresco, Inc., 111 Speen Street, Framingham, Massachusetts 01701. |
(4) | Mr. Anderson is our executive vice president, business development and a director. His address is c/o Ameresco, Inc., 111 Speen Street, Framingham, Massachusetts 01701. The shares of our Class A common stock being offered by Mr. Anderson consist of shares of restricted stock granted to him under our 2000 stock plan. |
(5) | Includes 350,000 shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. Mr. Castonguay’s address is c/o Ameresco, Inc., 111 Speen Street, Framingham, Massachusetts 01701. |
(6) | Consists of shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. |
(7) | Mr. Maltezos is our executive vice president and general manager, central region. Consists of shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. The shares of our Class A common stock being offered by Mr. Maltezos are issuable to him upon the exercise of an option granted to him pursuant to our 2000 stock plan that will be exercised in connection with this offering. |
(8) | Mr. Derrington is our executive vice president and general manager, federal operations. Consists of shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. The shares being offered by Mr. Derrington are issuable to him upon the exercise an option granted to him pursuant to our 2000 stock plan that will be exercised in connection with this offering. |
(9) | Mr. Corrsin is our executive vice president, general counsel and secretary and a director. The shares of our Class A common stock being offered by Mr. Corrsin consist of shares of restricted stock granted to him under our 2000 stock plan. |
(10) | Consists of shares of our Class A common stock held by Sutton Ventures LP. Mr. Sutton is managing member of Sutton Ventures Group LLC, which is the general partner of Sutton Ventures LP. |
(11) | Includes 2,450,000 shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. |
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(12) | If the underwriters’ overallotment option is exercised in full, the additional shares to be sold by selling stockholders would be allocated as follows: |
Selling Stockholder | Shares Subject to Overallotment Option | |||
George P. Sakellaris | 200,000 | |||
Samuel T. Byrne | 60,000 |
(13) | Unless otherwise indicated in the footnotes below, (i) each other selling stockholder is our employee and (ii) the shares of our Class A common stock being offered by each of the other selling stockholders represent either shares of restricted stock granted to him or her under our 2000 stock plan, shares issued to him or her upon the exercise of options granted to him or her pursuant to our 2000 stock plan, or shares that are issuable to him or her upon the exercise of an option granted to him or her under our 2000 stock plan that will be exercised in connection with this offering. |
(14) | Includes shares of our Class A common stock issuable upon the exercise of options that are exercisable within 60 days of June 30, 2010. |
(15) | Mr. Clune is a former employee. The shares being offered by Mr. Clune were issued to him upon the exercise of options granted to him pursuant to our 2000 stock plan in his capacity as our employee. | |
(16) | Mr. Morgan is a consultant to us. The shares being offered by Mr. Morgan are issuable to him upon the exercise an option granted to him pursuant to our 2000 stock plan in his capacity as our consultant that will be exercised in connection with this offering. |
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• | 15,470,776 shares of our Class A common stock outstanding, held of record by 67 stockholders; |
• | 18,000,000 shares of our Class B common stock outstanding, held of record by one stockholder, Mr. Sakellaris, our president and chief executive officer; and |
• | 8,641,094 shares of our Class A common stock issuable upon the exercise of stock options outstanding at a weighted-average exercise price of $4.06 per share. |
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Date Available for Sale | Shares Eligible for Sale | Comment | ||
Date of prospectus | — | Shares that can be sold under Rule 144 that are not subject to a lock-up | ||
90 days after date of prospectus | — | Shares that are not subject to a lock-up and can be sold under Rule 144 | ||
180 days after date of prospectus | 31,706,456 | Lock-up released; shares can be sold under Rule 144 |
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• | for our Class B common stock: one percent of the number of the total number of shares of our Class A and Class B common stock then outstanding, which will equal approximately 404,033 shares immediately after this offering; and |
• | for our Class B common stock converted to Class A common stock and our Class A common stock: the greater of (a) one percent of the number of the aggregate number of shares of our Class A and Class B common stock then outstanding, which will equal approximately 404,033 shares immediately after this offering or (b) the average weekly trading volume in our Class A common stock on the NYSE during the four calendar weeks preceding either (i) to the extent that the seller is required to file a notice on Form 144 with respect to such sale, the date of filing such notice, (ii) date of receipt of the order to execute the transaction by the broker or (iii) the date of execution of the transaction with the market maker. |
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• | if, during the last 17 days of the180-day restricted period, we issue an earnings release or announce material news or a material event, the restrictions described in the preceding paragraph will continue to apply until the expiration of the18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event; or | |
• | if, prior to the expiration of the180-day restricted period, we announce that we will release earnings results or become aware that other material news or a material event will occur during the16-day period beginning on the last day of the180-day period, the restrictions described in the preceding paragraph will continue to apply until the expiration of the18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable. |
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• | an individual who is a citizen or resident of the United States; | |
• | a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision of the United States; | |
• | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or | |
• | a trust, if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or if the trust has a valid election to be treated as a U.S. person under applicable U.S. Treasury Regulations. |
• | insurance companies; | |
• | tax-exempt organizations; | |
• | financial institutions; | |
• | brokers or dealers in securities; | |
• | regulated investment companies; | |
• | pension plans; | |
• | controlled foreign corporations; | |
• | passive foreign investment companies; | |
• | owners that hold our Class A common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and | |
• | certain U.S. expatriates. |
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• | the gain is effectively connected with thenon-U.S. holder’s conduct of a trade or business in the United States, and, if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment maintained by thenon-U.S. holder in the United States; in these cases, thenon-U.S. holder will be taxed on a net income basis at the regular graduated rates and in the manner applicable to U.S. persons, and, if thenon-U.S. holder is a foreign corporation, an additional branch profits tax at a rate of 30%, or a lower rate as may be specified by an applicable income tax treaty, may also apply; |
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• | thenon-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case thenon-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from the disposition; or | |
• | we are or have been, at any time during the five-year period preceding such disposition (or thenon-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation” unless our Class A common stock is regularly traded on an established securities market and thenon-U.S. holder held no more than five percent of our outstanding Class A common stock, directly or indirectly, during the shorter of thefive-year period ending on the date of the disposition or the period that thenon-U.S. holder held our Class A common stock. Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming, a “U.S. real property holding corporation” for U.S. federal income tax purposes. |
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Number | ||||
Underwriter | of Shares | |||
Merrill Lynch, Pierce, Fenner & Smith | ||||
Incorporated | ||||
RBC Capital Markets Corporation | ||||
Oppenheimer & Co. Inc. | ||||
Canaccord Genuity Inc. | ||||
Cantor Fitzgerald & Co. | ||||
Madison Williams and Company LLC | ||||
Stephens Inc. | ||||
Total | 8,696,820 | |||
Per Share | Without Option | With Option | ||||||||||
Public offering price | $ | $ | $ | |||||||||
Underwriting discount | $ | $ | $ | |||||||||
Proceeds, before expenses, to us | $ | $ | $ | |||||||||
Proceeds, before expenses, to the selling stockholders | $ | $ | $ |
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• | offer, pledge, sell or contract to sell any common stock; | |
• | sell any option or contract to purchase any common stock; | |
• | purchase any option or contract to sell any common stock; | |
• | grant any option, right or warrant for the sale of any common stock; | |
• | lend or otherwise dispose of or transfer any common stock; | |
• | request or demand that we file a registration statement related to the common stock; or | |
• | enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise. |
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• | the valuation multiples of publicly-traded companies that the representative believes to be comparable to us; | |
• | our financial information; | |
• | the history of, and the prospects for, our company and the industry in which we compete; | |
• | an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenue; and | |
• | the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours. |
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F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-8 | ||||
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F-37 | ||||
F-38 | ||||
F-39 | ||||
F-40 |
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F-2
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December 31, | ||||||||
2008 | 2009 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 18,149,145 | $ | 47,927,540 | ||||
Restricted cash | 7,743,238 | 9,249,885 | ||||||
Accounts receivable, net | 49,073,084 | 61,279,515 | ||||||
Accounts receivable retainage | 12,907,288 | 9,242,288 | ||||||
Costs and estimated earnings in excess of billings | 9,755,691 | 14,009,076 | ||||||
Inventory, net | 7,460,671 | 4,237,909 | ||||||
Prepaid expenses and other current assets | 6,368,279 | 8,077,761 | ||||||
Deferred income taxes | 9,540,208 | 9,279,473 | ||||||
Project development costs | 10,434,641 | 8,468,974 | ||||||
Total current assets | 131,432,245 | 171,772,421 | ||||||
Federal ESPC receivable financing | 25,585,217 | 51,397,347 | ||||||
Property and equipment, net | 3,713,218 | 4,373,256 | ||||||
Project assets, net | 103,053,353 | 117,637,990 | ||||||
Deferred financing fees, net | 1,032,506 | 3,582,560 | ||||||
Goodwill | 13,640,265 | 16,132,429 | ||||||
Other assets | 13,570,169 | 10,648,605 | ||||||
160,594,728 | 203,772,187 | |||||||
$ | 292,026,973 | $ | 375,544,608 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 5,142,757 | $ | 8,093,016 | ||||
Accounts payable | 46,387,522 | 75,578,378 | ||||||
Accrued expenses | 16,367,193 | 18,362,674 | ||||||
Billings in excess of cost and estimated earnings | 20,860,311 | 28,166,364 | ||||||
Income taxes payable | 2,209,386 | 2,129,529 | ||||||
Total current liabilities | 90,967,169 | 132,329,961 | ||||||
Long-term debt, less current portion | 90,980,463 | 102,807,203 | ||||||
Subordinated debt | 2,998,750 | 2,998,750 | ||||||
Deferred income taxes | 12,160,724 | 11,901,645 | ||||||
Deferred grant income (Note 5) | — | 4,158,508 | ||||||
Other liabilities | 20,833,612 | 18,578,754 | ||||||
126,973,549 | 140,444,860 | |||||||
Commitments and contingencies (Note 13) | ||||||||
Stockholders’ equity: | ||||||||
Series A convertible preferred stock, $0.0001 par value, 3,500,000 shares authorized, 3,210,000 shares issued and outstanding | 321 | 321 | ||||||
Common stock, $0.0001 par value, 60,000,000 shares authorized, 14,260,168 shares issued and 9,688,784 outstanding at December 31, 2008, 17,998,168 shares issued and 13,282,284 outstanding at December 31, 2009 | 1,426 | 1,800 | ||||||
Additional paid-in capital | 4,346,077 | 10,466,312 | ||||||
Retained earnings | 77,975,837 | 97,882,985 | ||||||
Less — treasury stock, at cost, 4,571,384 shares and 4,715,884 shares, respectively | (7,538,653 | ) | (8,413,601 | ) | ||||
Accumulated other comprehensive (loss) income | (698,753 | ) | 2,831,970 | |||||
Total stockholders’ equity | 74,086,255 | 102,769,787 | ||||||
$ | 292,026,973 | $ | 375,544,608 | |||||
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Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
Revenue: | ||||||||||||
Energy efficiency revenue | $ | 345,935,912 | $ | 325,031,789 | $ | 340,635,122 | ||||||
Renewable energy revenue | 32,541,298 | 70,821,940 | 87,881,467 | |||||||||
378,477,210 | 395,853,729 | 428,516,589 | ||||||||||
Direct expenses: | ||||||||||||
Energy efficiency expenses | 285,966,267 | 259,018,970 | 282,344,502 | |||||||||
Renewable energy expenses | 26,071,557 | 59,550,958 | 66,472,031 | |||||||||
312,037,824 | 318,569,928 | 348,816,533 | ||||||||||
Gross profit | 66,439,386 | 77,283,801 | 79,700,056 | |||||||||
Operating expenses: | ||||||||||||
Salaries and benefits | 25,892,212 | 30,288,750 | 28,273,987 | |||||||||
Project development costs | 8,062,996 | 13,106,407 | 9,599,862 | |||||||||
General, administrative and other | 13,087,106 | 9,212,872 | 16,532,355 | |||||||||
47,042,314 | 52,608,029 | 54,406,204 | ||||||||||
Operating income | 19,397,072 | 24,675,772 | 25,293,852 | |||||||||
Other (expense) income, net (Note 16) | (3,138,067 | ) | (5,187,545 | ) | 1,562,910 | |||||||
Income before provision for income taxes | 16,259,005 | 19,488,227 | 26,856,762 | |||||||||
Income tax provision | (5,713,590 | ) | (1,215,127 | ) | (6,949,614 | ) | ||||||
Net income | 10,545,415 | 18,273,100 | 19,907,148 | |||||||||
Other comprehensive income (loss): | ||||||||||||
Foreign currency translation adjustment | 3,306,152 | (5,059,128 | ) | 3,530,723 | ||||||||
Comprehensive income | $ | 13,851,567 | $ | 13,213,972 | $ | 23,437,871 | ||||||
Net income per share attributable to common shareholders | ||||||||||||
Basic | $ | 0.95 | $ | 1.71 | $ | 1.99 | ||||||
Diluted | $ | 0.28 | $ | 0.54 | $ | 0.61 | ||||||
Weighted average common shares outstanding | ||||||||||||
Basic | 11,121,022 | 10,678,110 | 9,991,912 | |||||||||
Diluted | 37,552,953 | 33,990,547 | 32,705,617 |
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Accumulated | ||||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||||
Series A Preferred | Additional | Comprehensive | Total | |||||||||||||||||||||||||||||||||||||
Stock | Common Stock | Paid-in | Retained | Treasury Stock | Income | Stockholders’ | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Shares | Amount | (Loss) | Equity | |||||||||||||||||||||||||||||||
Balance, December 31, 2006 | 3,210,000 | $ | 321 | 14,080,168 | $ | 1,408 | $ | 6,583,437 | $ | 49,426,862 | 2,504,000 | $ | (103,239 | ) | $ | 1,054,223 | $ | 56,963,012 | ||||||||||||||||||||||
Cumulative effect of change in accounting | — | — | — | — | — | (269,540 | ) | — | — | — | (269,540 | ) | ||||||||||||||||||||||||||||
Repurchase of restricted stock | — | — | — | — | — | — | 728,050 | (2,521,245 | ) | — | (2,521,245 | ) | ||||||||||||||||||||||||||||
Exercise of stock options | — | — | 152,000 | 15 | 74,000 | — | — | — | — | 74,015 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 2,678,638 | — | — | — | — | 2,678,638 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | — | 3,306,152 | 3,306,152 | ||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 10,545,415 | — | — | — | 10,545,415 | ||||||||||||||||||||||||||||||
Balance, December 31, 2007 | 3,210,000 | $ | 321 | 14,232,168 | $ | 1,423 | $ | 9,336,075 | $ | 59,702,737 | 3,238,050 | $ | (2,624,484 | ) | $ | 4,360,375 | $ | 70,776,447 | ||||||||||||||||||||||
Repurchase of stock | — | — | — | — | — | — | 1,333,334 | (4,914,169 | ) | — | (4,914,169 | ) | ||||||||||||||||||||||||||||
Repurchase of warrants | — | — | — | — | (7,998,001 | ) | — | — | — | — | (7,998,001 | ) | ||||||||||||||||||||||||||||
Exercise of stock options | — | — | 28,000 | 3 | 67,247 | — | — | — | — | 67,250 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 2,940,756 | — | — | — | — | 2,940,756 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | — | (5,059,128 | ) | (5,059,128 | ) | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 18,273,100 | — | — | — | 18,273,100 | ||||||||||||||||||||||||||||||
Balance, December 31, 2008 | 3,210,000 | $ | 321 | 14,260,168 | $ | 1,426 | $ | 4,346,077 | $ | 77,975,837 | 4,571,384 | $ | (7,538,653 | ) | $ | (698,753 | ) | $ | 74,086,255 | |||||||||||||||||||||
Vesting of 2006 stock issuance | — | — | 2,000,000 | 200 | 2,076,928 | — | — | — | — | 2,077,128 | ||||||||||||||||||||||||||||||
Repurchase of restricted stock | — | — | — | — | — | — | 144,500 | (874,948 | ) | — | (874,948 | ) | ||||||||||||||||||||||||||||
Exercise of stock options | — | — | 1,738,000 | 174 | 874,586 | — | — | — | — | 874,760 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 3,168,721 | — | — | — | — | 3,168,721 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | — | 3,530,723 | 3,530,723 | ||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 19,907,148 | — | — | — | 19,907,148 | ||||||||||||||||||||||||||||||
Balance, December 31, 2009 | 3,210,000 | $ | 321 | 17,998,168 | $ | 1,800 | $ | 10,466,312 | $ | 97,882,985 | 4,715,884 | $ | (8,413,601 | ) | $ | 2,831,970 | $ | 102,769,787 | ||||||||||||||||||||||
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Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income | $ | 10,545,415 | $ | 18,273,100 | $ | 19,907,148 | ||||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||||||
Depreciation of project assets | 2,845,131 | 2,713,407 | 5,260,805 | |||||||||
Depreciation of property and equipment | 1,056,197 | 1,064,859 | 1,372,885 | |||||||||
Impairment of projects assets | 1,997,003 | 3,500,000 | — | |||||||||
Amortization of deferred financing fees | 323,587 | 238,454 | 254,705 | |||||||||
Provision for bad debts | 208,159 | 1,092,294 | 552,368 | |||||||||
Gain relating to certain business acquisitions | — | (5,850,479 | ) | — | ||||||||
Gain on sale of assets | (2,300,217 | ) | — | (691,292 | ) | |||||||
Unrealized (gain) loss on interest rate swaps | 1,365,813 | 2,831,524 | (2,263,802 | ) | ||||||||
Stock-based compensation expense | 2,678,638 | 2,940,756 | 3,168,721 | |||||||||
Deferred income taxes | (3,630,780 | ) | (2,071,600 | ) | 3,400,628 | |||||||
Changes in operating assets and liabilities: | ||||||||||||
(Increase) decrease in: | ||||||||||||
Restricted cash draws | 20,720,436 | 25,519,347 | 33,051,426 | |||||||||
Accounts receivable | (8,063,037 | ) | (3,227,279 | ) | (11,033,926 | ) | ||||||
Accounts receivable retainage | (3,692,345 | ) | (115,488 | ) | 5,029,832 | |||||||
Federal ESPC receivable financing | (9,320,783 | ) | (26,301,019 | ) | (52,900,979 | ) | ||||||
Inventory | (63,196 | ) | (3,821,507 | ) | 3,222,762 | |||||||
Costs and estimated earnings in excess of billings | 7,163,330 | 3,939,285 | (3,651,857 | ) | ||||||||
Prepaid expenses and other current assets | 2,830,274 | (2,337,926 | ) | (1,591,213 | ) | |||||||
Project development costs | (2,851,011 | ) | (3,623,396 | ) | 1,987,761 | |||||||
Other assets | (200,471 | ) | (1,934,563 | ) | 3,846,224 | |||||||
Increase (decrease) in: | ||||||||||||
Accounts payable and accrued expenses | (4,019,297 | ) | (2,472,682 | ) | 27,280,548 | |||||||
Billings in excess of cost and estimated earnings | 9,847,732 | (4,602,608 | ) | 6,819,869 | ||||||||
Other liabilities | 6,224,033 | (6,932,531 | ) | 8,945 | ||||||||
Income taxes payable | (3,404,810 | ) | 2,525,472 | 2,264,752 | ||||||||
Net cash provided by operating activities | 30,259,801 | 1,347,420 | 45,296,310 | |||||||||
Cash flows from investing activities: | ||||||||||||
Purchases of property and equipment | (1,789,416 | ) | (1,863,243 | ) | (1,797,949 | ) | ||||||
Purchases of project assets | (21,019,927 | ) | (41,158,695 | ) | (19,841,648 | ) | ||||||
Acquisitions, net of cash received | (10,780,467 | ) | — | (674,110 | ) | |||||||
Net cash used in investing activities | (33,589,810 | ) | (43,021,938 | ) | (22,313,707 | ) | ||||||
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Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
Cash flows from financing activities: | ||||||||||||
Payments of financing fees | (73,652 | ) | (880,044 | ) | (2,804,759 | ) | ||||||
Proceeds from exercise of stock options | 74,015 | 67,250 | 874,760 | |||||||||
Repurchase of stock | (2,521,245 | ) | (4,914,169 | ) | (874,948 | ) | ||||||
Repurchase of warrants | — | (7,998,001 | ) | — | ||||||||
Proceeds from (repayments of) revolving senior secured credit facility | — | 34,493,460 | (14,578,242 | ) | ||||||||
Repayment of senior secured term and revolving credit facility | (2,500,000 | ) | (2,500,000 | ) | — | |||||||
Proceeds from long-term debt financing | 6,173,948 | 9,277,043 | 28,196,538 | |||||||||
Restricted cash | — | (2,400,580 | ) | (3,092,590 | ) | |||||||
Payments of long-term debt | (4,382,782 | ) | (2,940,368 | ) | (3,592,073 | ) | ||||||
Net cash (used in) provided by financing activities | $ | (3,229,716 | ) | $ | 22,204,591 | $ | 4,128,686 | |||||
Effect of exchange rate changes on cash | $ | 1,998,055 | $ | (3,273,211 | ) | $ | 2,667,108 | |||||
Net (decrease) increase in cash and cash equivalents | (4,561,670 | ) | (22,743,138 | ) | 29,778,395 | |||||||
Cash and cash equivalents, beginning of year | 45,453,953 | 40,892,283 | 18,149,145 | |||||||||
Cash and cash equivalents, end of year | $ | 40,892,283 | $ | 18,149,145 | $ | 47,927,540 | ||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | $ | 2,481,849 | $ | 2,431,534 | $ | 2,904,970 | ||||||
Income taxes | $ | 8,063,883 | $ | 5,304,148 | $ | 2,145,742 | ||||||
Supplemental disclosure of noncash investing and financing transactions: | ||||||||||||
Acquisitions, net of cash received: | ||||||||||||
Accounts receivable | $ | 2,419,386 | $ | — | $ | — | ||||||
Inventory | 3,575,968 | — | — | |||||||||
Prepaids and other assets | 132,500 | — | 18,177 | |||||||||
Property and equipment | 78,613 | — | 113,842 | |||||||||
Goodwill | 7,645,805 | — | 2,492,165 | |||||||||
Accounts payable | (2,440,437 | ) | — | (345,181 | ) | |||||||
Accrued expenses | (422,839 | ) | — | (1,222,340 | ) | |||||||
Long-term debt, net | — | — | (382,553 | ) | ||||||||
Other liabilities | (208,529 | ) | — | — | ||||||||
$ | 10,780,467 | $ | — | $ | 674,110 | |||||||
Noncash ESPC receivable financing | $ | 21,957,882 | $ | 11,925,101 | $ | 27,088,849 | ||||||
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1. | DESCRIPTION OF BUSINESS |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
F-8
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2007 | 2008 | 2009 | ||||||||||
Balance at beginning of period | $ | 1,331,280 | $ | 1,539,439 | $ | 1,049,711 | ||||||
Charges to costs and expenses | 249,631 | 385,418 | 1,670,589 | |||||||||
Account write-offs and other deductions | (41,472 | ) | (875,146 | ) | (1,118,221 | ) | ||||||
Balance at end of period | $ | 1,539,439 | $ | 1,049,711 | $ | 1,602,079 | ||||||
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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 |
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F-11
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Year Ended December 31, | ||||||||||||
2007 | 2008 | 2009 | ||||||||||
Basic and diluted net income | $ | 10,545,415 | $ | 18,273,100 | $ | 19,907,148 | ||||||
Basic weighted-average shares outstanding | 11,121,022 | 10,678,110 | 9,991,912 | |||||||||
Effect of dilutive securities | ||||||||||||
Preferred stock | 19,260,000 | 19,260,000 | 19,260,000 | |||||||||
Stock options | 3,576,712 | 3,647,523 | 3,048,675 | |||||||||
Warrants | 3,595,219 | 404,914 | 405,030 | |||||||||
Diluted weighted-average shares outstanding | 37,552,953 | 33,990,547 | 32,705,617 | |||||||||
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F-17
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3. | BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS |
2007 | 2008 | 2009 | ||||||||||
Cash | $ | 692,007 | $ | — | $ | — | ||||||
Accounts receivable | 2,419,386 | — | — | |||||||||
Inventory | 3,575,968 | — | — | |||||||||
Prepaid expenses and other current assets | 132,500 | — | 18,177 | |||||||||
Property and equipment | 78,613 | — | 113,842 | |||||||||
Goodwill | 7,645,805 | — | 2,492,165 | |||||||||
Accounts payable | (2,440,437 | ) | — | (345,181 | ) | |||||||
Accrued liabilities | (422,839 | ) | — | (1,222,340 | ) | |||||||
Long-term debt, net | — | — | (382,553 | ) | ||||||||
Other liabilities | (208,529 | ) | — | — | ||||||||
Purchase price | $ | 11,472,474 | $ | — | $ | 674,110 | ||||||
Total, net of cash received | $ | 10,780,467 | $ | — | $ | 674,110 | ||||||
Total fair value of consideration | $ | 11,472,474 | $ | — | $ | 1,896,450 | ||||||
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4. | PROPERTY AND EQUIPMENT |
2008 | 2009 | |||||||
Furniture and office equipment | $ | 1,211,596 | $ | 1,271,569 | ||||
Computer equipment and software costs | 6,903,526 | 8,453,230 | ||||||
Leasehold improvements | 823,635 | 1,311,625 | ||||||
Automobiles | 424,088 | 505,029 | ||||||
9,362,845 | 11,541,453 | |||||||
Less — accumulated depreciation | 5,649,627 | 7,168,197 | ||||||
Property and equipment, net | $ | 3,713,218 | $ | 4,373,256 | ||||
5. | PROJECT ASSETS |
2008 | 2009 | |||||||
Project assets | $ | 117,935,266 | $ | 137,957,879 | ||||
Less — accumulated depreciation and amortization | 14,881,913 | 20,319,889 | ||||||
Project assets, net | $ | 103,053,353 | $ | 117,637,990 | ||||
F-19
Table of Contents
6. | UNCOMPLETED CONTRACTS |
2008 | 2009 | |||||||
Cost incurred to date | $ | 510,818,791 | $ | 822,280,622 | ||||
Estimated earnings | 96,436,131 | 161,849,274 | ||||||
607,254,922 | 984,129,896 | |||||||
Less — billings to date | (618,359,542 | ) | (998,287,184 | ) | ||||
$ | (11,104,620 | ) | $ | (14,157,288 | ) | |||
2008 | 2009 | |||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 9,755,691 | $ | 14,009,076 | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (20,860,311 | ) | (28,166,364 | ) | ||||
$ | (11,104,620 | ) | $ | (14,157,288 | ) | |||
7. | LONG-TERM DEBT |
2008 | 2009 | |||||||
Federal ESPC receivable financing | $ | 29,234,584 | $ | 33,411,009 | ||||
Revolving senior secured credit facility, due June 2011, interest at varying rates monthly in arrears | 34,493,460 | 19,915,218 | ||||||
7.299% term note payable in quarterly installments through March 2013 | 5,132,000 | 4,115,000 | ||||||
6.90% term loan payable in quarterly installments through September 2014 | 6,248,569 | 5,415,426 | ||||||
8.673% term loan payable in quarterly installments through December 2015 | 6,035,625 | 5,220,000 | ||||||
6.345% term loan payable in quarterly installments through February 2021 | 3,039,683 | 2,901,845 | ||||||
6.345% term loan payable in quarterly installments through June 2024 | 11,939,299 | 12,866,491 | ||||||
Variable rate construction to term loan due September 2024 | — | 27,055,230 | ||||||
96,123,220 | 110,900,219 | |||||||
Less — current maturities | 5,142,757 | 8,093,016 | ||||||
Long-term debt | $ | 90,980,463 | $ | 102,807,203 | ||||
F-20
Table of Contents
2010 | $ | 8,093,016 | ||
2011 | 22,754,963 | |||
2012 | 3,023,020 | |||
2013 | 2,360,278 | |||
2014 | 1,685,031 | |||
Thereafter | 72,983,911 | |||
$ | 110,900,219 | |||
F-21
Table of Contents
F-22
Table of Contents
8. | SUBORDINATED DEBT |
9. | INCOME TAXES |
2007 | 2008 | 2009 | ||||||||||
Domestic | $ | 10,194,751 | $ | 15,333,845 | $ | 22,702,229 | ||||||
Foreign | 6,064,254 | 4,154,382 | 4,154,533 | |||||||||
$ | 16,259,005 | $ | 19,488,227 | $ | 26,856,762 | |||||||
F-23
Table of Contents
2007 | 2008 | 2009 | ||||||||||
Current: | ||||||||||||
Federal | $ | 5,214,147 | $ | (565,975 | ) | $ | (1,415,107 | ) | ||||
State | 1,522,594 | 1,862,654 | 548,246 | |||||||||
Foreign | 2,607,629 | 1,990,048 | 4,146,311 | |||||||||
9,344,370 | 3,286,727 | 3,279,450 | ||||||||||
Deferred: | ||||||||||||
Federal | (2,483,856 | ) | (3,517,257 | ) | 7,095,001 | |||||||
State | (1,146,924 | ) | (1,029,898 | ) | 587,252 | |||||||
Foreign | — | 2,475,555 | (4,012,089 | ) | ||||||||
(3,630,780 | ) | (2,071,600 | ) | 3,670,164 | ||||||||
$ | 5,713,590 | $ | 1,215,127 | $ | 6,949,614 | |||||||
2008 | 2009 | |||||||
Deferred income tax assets: | ||||||||
Compensation accruals | $ | 3,745,551 | $ | 1,852,578 | ||||
Reserves | 431,672 | 1,940,919 | ||||||
Other accruals | 3,058,596 | 2,500,316 | ||||||
Net operating losses | — | 877,518 | ||||||
Goodwill | 349,654 | 76,270 | ||||||
State items | 264,467 | 444,523 | ||||||
Interest rate swaps | 1,690,268 | 801,180 | ||||||
Credits | — | 786,169 | ||||||
Gross deferred income tax assets | 9,540,208 | 9,279,473 | ||||||
Deferred income tax liabilities: | ||||||||
Depreciation | (4,430,097 | ) | (7,645,315 | ) | ||||
Contract refinancing | (3,749,313 | ) | (3,147,505 | ) | ||||
Canada | (3,981,314 | ) | (338,435 | ) | ||||
Acquisition accounting | — | (770,390 | ) | |||||
Gross deferred income tax liabilities | (12,160,724 | ) | (11,901,645 | ) | ||||
Deferred income tax assets and liabilities, net | $ | (2,620,516 | ) | $ | (2,622,172 | ) | ||
F-24
Table of Contents
2007 | 2008 | 2009 | ||||||||||
Income before income tax | $ | 16,259,005 | $ | 19,488,227 | $ | 26,856,762 | ||||||
Federal statutory tax expense | $ | 5,690,652 | $ | 6,820,879 | $ | 9,399,917 | ||||||
State income taxes, net of federal benefit | 748,190 | 595,632 | 1,259,719 | |||||||||
Net state impact of deferred rate change | — | (141,358 | ) | (997,011 | ) | |||||||
Meals and entertainment | 66,986 | 87,068 | 88,798 | |||||||||
Stock-based compensation expense | 131,621 | 177,972 | 459,439 | |||||||||
Energy efficiency preferences | (1,212,142 | ) | (7,965,383 | ) | (2,973,669 | ) | ||||||
Foreign items and rate differential | 210,140 | 1,359,105 | (413,467 | ) | ||||||||
Other state benefits | — | — | (309,752 | ) | ||||||||
Miscellaneous | 78,143 | 281,212 | 435,640 | |||||||||
$ | 5,713,590 | $ | 1,215,127 | $ | 6,949,614 | |||||||
2007 | 2008 | 2009 | ||||||||||
Effective tax rate: | ||||||||||||
Federal statutory rate expense | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal benefit | 4.6 | % | 3.1 | % | 4.7 | % | ||||||
Net state impact of deferred rate change | — | % | (.7 | )% | (3.7 | )% | ||||||
Meals and entertainment | .4 | % | .4 | % | .3 | % | ||||||
Stock-based compensation expense | .8 | % | .9 | % | 1.7 | % | ||||||
Energy efficiency preferences | (7.5 | )% | (40.9 | )% | (11.1 | )% | ||||||
Foreign rate differential | 1.3 | % | 7.0 | % | (1.5 | )% | ||||||
Other state benefits | — | % | — | % | (1.2 | )% | ||||||
Miscellaneous | .5 | % | 1.4 | % | 1.6 | % | ||||||
35.1 | % | 6.2 | % | 25.8 | % | |||||||
2008 | 2009 | |||||||
Balance, beginning of year | $ | 3,500,000 | $ | 4,500,000 | ||||
Additions for prior year tax positions | 1,300,000 | 100,000 | ||||||
Settlements paid to tax authorities | — | — | ||||||
Reductions of prior year tax positions | (300,000 | ) | (200,000 | ) | ||||
Balance, end of year | $ | 4,500,000 | $ | 4,400,000 | ||||
F-25
Table of Contents
10. | STOCKHOLDERS’ EQUITY |
F-26
Table of Contents
11. | STOCK INCENTIVE PLAN |
F-27
Table of Contents
Weighted- | ||||||||
Average | ||||||||
Number of | Exercise | |||||||
Options | Price | |||||||
Outstanding at December 31, 2006 | 10,013,300 | $ | 1.705 | |||||
Granted | 1,407,000 | 3.93 | ||||||
Exercised | (152,000 | ) | (0.485 | ) | ||||
Forfeited | (225,800 | ) | (2.94 | ) | ||||
Outstanding at December 31, 2007 | 11,042,500 | 1.98 | ||||||
Granted | 303,000 | 5.60 | ||||||
Exercised | (28,000 | ) | (2.40 | ) | ||||
Forfeited | (582,000 | ) | (2.945 | ) | ||||
�� | ||||||||
Outstanding at December 31, 2008 | 10,735,500 | 2.03 | ||||||
Granted | 862,000 | 6.055 | ||||||
Exercised | (1,738,000 | ) | (0.505 | ) | ||||
Forfeited | (409,300 | ) | (2.02 | ) | ||||
Outstanding at December 31, 2009 | 9,450,200 | $ | 2.68 | |||||
Options exercisable at December 31, 2009 | 7,033,550 | $ | 2.145 | |||||
Expected to vest at December 31, 2009 | 1,880,164 | $ | 4.69 | |||||
Options exercisable at December 31, 2008 | 8,428,306 | $ | 1.535 | |||||
F-28
Table of Contents
Outstanding Options | ||||||||||||||||||||
Weighted- | Exercisable Options | |||||||||||||||||||
Average | Weighted- | Weighted- | ||||||||||||||||||
Remaining | Average | Average | ||||||||||||||||||
Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||
Exercise Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||||||||
$0.0084 | 32,000 | 0.86 | $ | 0.0084 | 32,000 | $ | 0.0084 | |||||||||||||
0.45 | 406,000 | 1.10 | 0.45 | 406,000 | 0.45 | |||||||||||||||
0.75 | 500,000 | 1.97 | 0.75 | 500,000 | 0.75 | |||||||||||||||
0.875 | 1,776,200 | 2.55 | 0.875 | 1,776,200 | 0.875 | |||||||||||||||
1.50 | 50,000 | 3.08 | 1.50 | 50,000 | 1.50 | |||||||||||||||
1.75 | 410,000 | 3.53 | 1.75 | 410,000 | 1.75 | |||||||||||||||
1.875 | 200,000 | 3.73 | 1.875 | 200,000 | 1.875 | |||||||||||||||
2.75 | 1,510,000 | 4.52 | 2.75 | 1,510,000 | 2.75 | |||||||||||||||
3.00 | 60,000 | 5.07 | 3.00 | 57,000 | 3.00 | |||||||||||||||
3.25 | 1,387,000 | 3.71 | 3.25 | 1,032,650 | 3.25 | |||||||||||||||
3.41 | 1,083,000 | 3.54 | 3.41 | 601,100 | 3.41 | |||||||||||||||
4.22 | 970,000 | 4.21 | 4.22 | 409,000 | 4.22 | |||||||||||||||
6.055 | 1,076,000 | 5.92 | 6.055 | 59,600 | 6.055 | |||||||||||||||
9,450,200 | 7,033,550 | |||||||||||||||||||
Years Ended December 31, | ||||||
2007 | 2008 | 2009 | ||||
Future dividends | $ — | $ — | $ — | |||
Risk-free interest rate | 4.26-4.84% | 2.90-5.07% | 2.00-2.94% | |||
Expected volatility | 32%-43% | 48%-54% | 57%-59% | |||
Expected life | 6.5 years | 6.5 years | 6.5 years |
F-29
Table of Contents
12. | EMPLOYEE BENEFITS |
13. | COMMITMENTS AND CONTINGENCIES |
Operating | ||||
Leases | ||||
Years ended December 31,: | ||||
2010 | $ | 2,194,694 | ||
2011 | 1,064,930 | |||
2012 | 753,758 | |||
2013 | 491,144 | |||
2014 | 254,148 | |||
Thereafter | 762,443 | |||
Total minimum lease payments | $ | 5,521,117 | ||
F-30
Table of Contents
14. | GEOGRAPHIC INFORMATION |
2008 | 2009 | |||||||||||
Assets: | ||||||||||||
United States | $ | 251,179,388 | $ | 322,599,256 | ||||||||
Canada | 40,847,585 | 52,945,352 | ||||||||||
$ | 292,026,973 | $ | 375,544,608 | |||||||||
F-31
Table of Contents
2007 | 2008 | 2009 | ||||||||||
Revenue: | ||||||||||||
United States | $ | 278,074,041 | $ | 308,559,860 | $ | 341,607,504 | ||||||
Canada | 100,403,169 | 84,070,159 | 83,632,845 | |||||||||
Other | — | 3,223,710 | 3,276,240 | |||||||||
$ | 378,477,210 | $ | 395,853,729 | $ | 428,516,589 | |||||||
15. | RELATED PARTY TRANSACTIONS |
16. | OTHER INCOME (EXPENSE), NET |
2007 | 2008 | 2009 | ||||||||||
Gain realized from derivative | $ | — | $ | — | $ | 2,493,980 | ||||||
Unrealized (loss) gain from derivatives | (1,365,813 | ) | (2,831,524 | ) | 2,263,802 | |||||||
Interest expense, net of interest income | (1,448,667 | ) | (2,117,567 | ) | (2,993,250 | ) | ||||||
Amortization of deferred financing costs | (323,587 | ) | (238,454 | ) | (201,622 | ) | ||||||
$ | (3,138,067 | ) | $ | (5,187,545 | ) | $ | 1,562,910 | |||||
17. | FAIR VALUE MEASUREMENT |
F-32
Table of Contents
Fair Value as of December 31, | ||||||||||||
Level | 2008 | 2009 | ||||||||||
Liabilities: | ||||||||||||
Interest rate swap instruments | 2 | $ | 4,197,337 | $ | 1,933,535 | |||||||
Total liabilities | $ | 4,197,337 | $ | 1,933,535 | ||||||||
18. | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
Liability Derivatives as of December 31, | ||||||||||||||||||||
2008 | 2009 | |||||||||||||||||||
Balance Sheet | Balance Sheet | |||||||||||||||||||
Location | Fair Value | Location | Fair Value | |||||||||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||||||||||
Interest rate swap contracts | Other liabilities | $ | 4,197,337 | Other liabilities | $ | 1,933,535 | ||||||||||||||
Location of Gain | Amount of (Loss) Gain Recognized in | |||||||||||||||||
(Loss) Recognized in | Income on Derivative for the Years Ended | |||||||||||||||||
Income on | December 31, are as follows: | |||||||||||||||||
Derivative | 2007 | 2008 | 2009 | |||||||||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||||||||||
Interest rate swap contracts | Interest (expense) income | $ | (1,365,813 | ) | $ | (2,831,524 | ) | $ | 2,263,802 | |||||||||
Interest rate cap | Interest (expense) income | $ | — | $ | — | $ | 2,493,980 | |||||||||||
19. | BUSINESS SEGMENT INFORMATION |
F-33
Table of Contents
Fiscal 2009 Segment Reporting
US | Central | Other | All | |||||||||||||||||||||
Federal | U. S. Region | U.S. Regions | Canada | Other | Total | |||||||||||||||||||
Total revenue | $ | 87,579,580 | $ | 88,067,983 | $ | 77,828,302 | $ | 83,632,845 | $ | 91,407,879 | $ | 428,516,589 | ||||||||||||
Interest income | $ | — | $ | — | $ | — | $ | 23,511 | $ | 74,439 | $ | 97,950 | ||||||||||||
Interest expense | $ | — | $ | — | $ | — | $ | — | $ | (1,464,960 | ) | $ | (1,464,960 | ) | ||||||||||
Depreciation | $ | 91,884 | $ | 17,900 | $ | — | $ | 254,110 | $ | 6,269,796 | $ | 6,633,690 | ||||||||||||
Income (loss) before taxes | $ | 11,276,053 | $ | 10,121,160 | $ | 5,076,943 | $ | 4,154,533 | $ | (3,771,927 | ) | $ | 26,856,762 | |||||||||||
Total Assets | $ | 66,104,336 | $ | 25,501,159 | $ | 109,502,883 | $ | 52,945,352 | $ | 121,490,878 | $ | 375,544,608 | ||||||||||||
Capital expenditures | $ | 113,515 | $ | 8,528 | $ | 780,576 | $ | 914,980 | $ | 19,821,998 | $ | 21,639,597 |
Fiscal 2008 Segment Reporting
US | Central | Other | All | |||||||||||||||||||||
Federal | U. S. Region | U.S. Regions | Canada | Other | Total | |||||||||||||||||||
Total revenue | $ | 69,325,020 | $ | 74,989,373 | $ | 78,708,984 | $ | 84,000,159 | $ | 88,830,193 | $ | 395,853,729 | ||||||||||||
Interest income | $ | 2,911 | $ | — | $ | — | $ | 186,101 | $ | 18,031 | $ | 207,043 | ||||||||||||
Interest expense | $ | 67 | $ | — | $ | — | $ | — | $ | 5,394,521 | $ | 5,394,588 | ||||||||||||
Depreciation | $ | 103,869 | $ | 24,305 | $ | — | $ | 164,731 | $ | 3,485,361 | $ | 3,778,266 | ||||||||||||
Income (loss) before taxes | $ | 5,016,832 | $ | 8,156,402 | $ | 12,833,182 | $ | 4,154,382 | $ | (10,672,571 | ) | $ | 19,488,227 | |||||||||||
Total Assets | $ | 46,348,552 | $ | 8,334,915 | $ | 67,758,222 | $ | 40,847,585 | $ | 128,737,699 | $ | 292,026,973 | ||||||||||||
Capital expenditures | $ | 76,367 | $ | 24,422 | $ | 1,372,869 | $ | 160,653 | $ | 41,387,627 | $ | 43,021,938 |
F-34
Table of Contents
Fiscal 2007 Segment Reporting
US | Central | Other | All | |||||||||||||||||||||
Federal | U. S. Region | U.S. Regions | Canada | Other | Total | |||||||||||||||||||
Total revenue | $ | 62,213,324 | $ | 65,700,900 | $ | 81,045,485 | $ | 100,211,169 | $ | 69,306,332 | $ | 378,477,210 | ||||||||||||
Interest income | $ | — | $ | — | $ | — | $ | 290,038 | $ | 28,284 | $ | 319,051 | ||||||||||||
Interest expense | $ | 35,438 | $ | — | $ | — | $ | — | $ | 3,421,680 | $ | 3,457,118 | ||||||||||||
Depreciation | $ | 98,890 | $ | 8,496 | $ | — | $ | 265,933 | $ | 3,528,009 | $ | 3,901,328 | ||||||||||||
Income (loss) before taxes | $ | 4,231,306 | $ | 8,778,343 | $ | 7,649,433 | $ | 6,064,254 | $ | (10,464,331 | ) | $ | 16,259,005 | |||||||||||
Total Assets | $ | 37,489,816 | $ | 10,675,350 | $ | 78,468,049 | $ | 52,914,033 | $ | 82,676,578 | $ | 262,223,826 | ||||||||||||
Capital expenditures | $ | 187,387 | $ | 7,878 | $ | 1,361,282 | $ | 242,149 | $ | 21,010,647 | $ | 22,809,343 |
20. | SUBSEQUENT EVENTS |
F-35
Table of Contents
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 47,927,540 | $ | 24,361,479 | ||||
Restricted cash | 9,249,885 | 13,344,727 | ||||||
Accounts receivable, net | 61,279,515 | 50,762,670 | ||||||
Accounts receivable retainage | 9,242,288 | 12,788,553 | ||||||
Costs and estimated earnings in excess of billings | 14,009,076 | 16,851,772 | ||||||
Inventory, net | 4,237,909 | 4,780,024 | ||||||
Prepaid expenses and other current assets | 8,077,761 | 11,617,738 | ||||||
Deferred income taxes | 9,279,473 | 9,459,602 | ||||||
Project development costs | 8,468,974 | 8,348,019 | ||||||
Total current assets | 171,772,421 | 152,314,584 | ||||||
Federal ESPC receivable financing | 51,397,347 | 74,275,828 | ||||||
Property and equipment, net | 4,373,256 | 4,460,842 | ||||||
Project assets, net | 117,637,990 | 121,767,502 | ||||||
Deferred financing fees, net | 3,582,560 | 3,698,288 | ||||||
Goodwill | 16,132,429 | 16,132,429 | ||||||
Other assets | 10,648,605 | 9,548,406 | ||||||
203,772,187 | 229,883,295 | |||||||
$ | 375,544,608 | $ | 382,197,879 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Current portion of long-term debt | $ | 8,093,016 | $ | 11,742,110 | ||||
Accounts payable | 75,578,378 | 53,545,690 | ||||||
Accrued expenses | 18,362,674 | 14,776,668 | ||||||
Billings in excess of cost and estimated earnings | 28,166,364 | 27,623,326 | ||||||
Income taxes payable | 2,129,529 | 2,538,830 | ||||||
Total current liabilities | 132,329,961 | 110,226,624 | ||||||
Long-term debt: | ||||||||
Long-term debt, less current portion | 102,807,203 | 128,373,573 | ||||||
Subordinated debt | 2,998,750 | 2,998,750 | ||||||
Deferred income taxes | 11,901,645 | 11,901,645 | ||||||
Deferred grant income | 4,158,508 | 4,158,508 | ||||||
Other liabilities | 18,578,754 | 19,378,556 | ||||||
140,444,860 | 166,811,032 | |||||||
Commitments and contingencies (Note 5) | ||||||||
Stockholders’ equity: | ||||||||
Series A convertible preferred stock, $0.0001 par value, 3,500,000 shares authorized, 3,210,000 shares issued and outstanding | 321 | 321 | ||||||
Common stock, $0.0001 par value, 60,000,000 shares authorized, 17,998,168 shares issued and 13,282,284 outstanding at 12/31/2009, 17,998,168 shares issued and 13,282,284 outstanding at 3/31/2010 | 1,800 | 1,800 | ||||||
Additional paid-in capital | 10,466,312 | 10,905,398 | ||||||
Retained earnings | 97,882,985 | 99,160,663 | ||||||
Less — treasury stock, at cost, 4,715,884 shares and 4,715,884 shares, respectively | (8,413,601 | ) | (8,413,601 | ) | ||||
Accumulated other comprehensive income | 2,831,970 | 3,505,642 | ||||||
Total stockholders’ equity | 102,769,787 | 105,160,223 | ||||||
$ | 375,544,608 | $ | 382,197,879 | |||||
F-36
Table of Contents
Three Months Ended March 31, | ||||||||
2009 | 2010 | |||||||
(Unaudited) | ||||||||
Revenue: | ||||||||
Energy efficiency revenue | $ | 57,228,057 | $ | 74,887,569 | ||||
Renewable energy revenue | 16,159,024 | 30,741,017 | ||||||
73,387,081 | 105,628,586 | |||||||
Direct expenses: | ||||||||
Energy efficiency expenses | 46,770,268 | 62,524,147 | ||||||
Renewable energy expenses | 12,923,828 | 24,705,410 | ||||||
59,694,096 | 87,229,557 | |||||||
Gross profit | 13,692,985 | 18,399,029 | ||||||
Operating expenses: | ||||||||
Salaries and benefits | 6,065,740 | 8,157,029 | ||||||
Project development costs | 2,737,707 | 3,129,437 | ||||||
General, administrative and other | 4,222,161 | 4,549,938 | ||||||
13,025,608 | 15,836,404 | |||||||
Operating income | 667,377 | 2,562,625 | ||||||
Other income (expenses), net (see Note 8) | (24,441 | ) | (855,689 | ) | ||||
Income before provision for income taxes | 642,936 | 1,706,936 | ||||||
Income tax provision | (225,027 | ) | (429,258 | ) | ||||
Net income | 417,909 | 1,277,678 | ||||||
Other comprehensive income (loss): | ||||||||
Unrealized loss from interest rate hedge, net of tax | — | (320,227 | ) | |||||
Foreign currency translation adjustment | (663,738 | ) | 993,899 | |||||
Comprehensive (loss) income | $ | (245,829 | ) | $ | 1,951,350 | |||
Net income per share attributable to common shareholders: | ||||||||
Basic | $ | 0.04 | $ | 0.10 | ||||
Diluted | $ | 0.01 | $ | 0.03 | ||||
Weighted average common shares outstanding: | ||||||||
Basic | 9,621,351 | 13,282,284 | ||||||
Diluted | 32,957,183 | 36,587,847 |
F-37
Table of Contents
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||||||||||||||
Series A Preferred | Additional | Comprehensive | Total | |||||||||||||||||||||||||||||||||||||
Stock | Common Stock | Paid-in | Retained | Treasury Stock | Income | Stockholders’ | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Earnings | Shares | Amount | (Loss) | Equity | |||||||||||||||||||||||||||||||
Balance, December 31, 2009 | 3,210,000 | $ | 321 | 17,998,168 | $ | 1,800 | $ | 10,466,312 | $ | 97,882,985 | 4,715,884 | $ | (8,413,601 | ) | $ | 2,831,970 | $ | 102,769,787 | ||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | 439,086 | — | — | — | — | 439,086 | ||||||||||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | — | — | 993,899 | 993,899 | ||||||||||||||||||||||||||||||
Unrealized loss from interest rate hedge, net of tax | — | — | — | — | — | — | — | — | (320,227 | ) | (320,227 | ) | ||||||||||||||||||||||||||||
Net income | — | — | — | — | — | 1,277,678 | — | — | — | 1,277,678 | ||||||||||||||||||||||||||||||
Balance, March 31, 2010 | 3,210,000 | $ | 321 | 17,998,168 | $ | 1,800 | $ | 10,905,398 | $ | 99,160,663 | 4,715,884 | $ | (8,413,601 | ) | $ | 3,505,642 | $ | 105,160,223 | ||||||||||||||||||||||
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Three Months Ended March 31, | ||||||||
2009 | 2010 | |||||||
(Unaudited) | ||||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 417,909 | $ | 1,277,678 | ||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Depreciation of project assets | 803,407 | 1,755,132 | ||||||
Depreciation of property and equipment | 303,194 | 387,531 | ||||||
Amortization of deferred financing fees | 65,202 | 70,350 | ||||||
Provision for bad debts | 229,316 | 17,834 | ||||||
Unrealized (gain) loss on interest rate swaps | 682,367 | (133,591 | ) | |||||
Stock-based compensation expense | 616,600 | 439,086 | ||||||
Deferred income taxes | 2,400,493 | 1,602,408 | ||||||
Changes in operating assets and liabilities: | ||||||||
(Increase) decrease in: | ||||||||
Restricted cash draws | 2,188,442 | 214,939 | ||||||
Accounts receivable | 10,109,426 | 10,914,236 | ||||||
Accounts receivable retainage | (756,789 | ) | (3,294,743 | ) | ||||
Federal ESPC receivable financing | (1,944,586 | ) | 1,850,132 | |||||
Inventory | (584,885 | ) | (543,415 | ) | ||||
Costs and estimated earnings in excess of billings | (8,258,230 | ) | (2,704,612 | ) | ||||
Prepaid expenses and other current assets | 755,176 | (3,516,043 | ) | |||||
Project development costs | (516,366 | ) | 132,260 | |||||
Other assets | 1,404,315 | 1,199,776 | ||||||
Increase (decrease) in: | ||||||||
Accounts payable and accrued expenses | (10,334,494 | ) | (28,098,390 | ) | ||||
Billings in excess of cost and estimated earnings | (3,760,182 | ) | (705,848 | ) | ||||
Other liabilities | (11,264,490 | ) | 933,533 | |||||
Income taxes payable | (2,209,367 | ) | 266,389 | |||||
Net cash used in operating activities | (19,653,542 | ) | (17,935,358 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (376,548 | ) | (424,376 | ) | ||||
Purchases of project assets | (9,487,717 | ) | (5,874,481 | ) | ||||
Net cash used in investing activities | (9,864,265 | ) | (6,298,857 | ) | ||||
Cash flows from financing activities: | ||||||||
Payments of finance fees | (70,063 | ) | (186,078 | ) | ||||
Repurchase of stock | (874,948 | ) | — | |||||
Proceeds from (repayments of) senior secured credit facility | 5,865,896 | 5,017,004 | ||||||
Proceeds from long-term debt financing | 15,093,753 | 812,398 | ||||||
Restricted cash | (230,382 | ) | (4,309,781 | ) | ||||
Payments of long-term debt | (1,153,221 | ) | (1,342,551 | ) | ||||
Net cash provided by (used in) financing activities | $ | 18,631,035 | $ | (9,008 | ) | |||
Effect of exchange rate changes on cash | $ | (332,306 | ) | $ | 677,162 | |||
Net increase (decrease) in cash and cash equivalents | (11,219,078 | ) | (23,566,061 | ) | ||||
Cash and cash equivalents, beginning of year | 18,149,145 | 47,927,540 | ||||||
Cash and cash equivalents, end of year | $ | 6,930,067 | $ | 24,361,479 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid during the period for: | ||||||||
Interest | $ | 897,096 | $ | 817,393 | ||||
Income taxes | $ | 266,613 | $ | 959,060 | ||||
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1. | DESCRIPTION OF BUSINESS |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
F-40
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2009 | 2010 | |||||||
Balance at beginning of period | $ | 1,049,711 | $ | 1,602,079 | ||||
Charges to costs and expenses | 229,316 | 17,834 | ||||||
Account write-offs and other deductions | (10,417 | ) | (32,356 | ) | ||||
Balance at end of period | $ | 1,268,610 | $ | 1,587,557 | ||||
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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 |
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F-43
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Period Ended March 31, | ||||||||
2009 | 2010 | |||||||
Basic and diluted net income | $ | 417,909 | $ | 1,277,678 | ||||
Basic weighted-average shares outstanding | 9,621,351 | 13,282,284 | ||||||
Effect of dilutive securities: | ||||||||
Preferred stock | 19,260,000 | 19,260,000 | ||||||
Stock options | 3,670,881 | 3,640,446 | ||||||
Warrants | 404,951 | 405,117 | ||||||
Diluted weighted-average shares outstanding | 32,957,183 | 36,587,847 | ||||||
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3. | INCOME TAXES |
4. | STOCK INCENTIVE PLAN |
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Weighted- | ||||||||
Average | ||||||||
Number of | Exercise | |||||||
Options | Price | |||||||
Outstanding at December 31, 2009 | 9,450,200 | 2.68 | ||||||
Granted | — | — | ||||||
Exercised | — | — | ||||||
Forfeited | (47,000 | ) | (3.43 | ) | ||||
Outstanding at March 31, 2010 | 9,403,200 | $ | 2.805 | |||||
Options exercisable at March 31, 2010 | 7,189,650 | $ | 2.190 | |||||
Expected to vest at March 31, 2010 | 1,723,156 | $ | 4.765 | |||||
Options exercisable at December 31, 2009 | 7,033,550 | $ | 2.145 | |||||
Outstanding Options | ||||||||||||||||||||
Weighted- | Exercisable Options | |||||||||||||||||||
Average | Weighted- | Weighted- | ||||||||||||||||||
Remaining | Average | Average | ||||||||||||||||||
Number | Contractual | Exercise | Number | Exercise | ||||||||||||||||
Exercise Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||||||||
$ 0.45 | 416,000 | 0.85 | $ | 0.45 | 416,000 | $ | 0.45 | |||||||||||||
0.75 | 480,000 | 1.72 | 0.75 | 480,000 | 0.75 | |||||||||||||||
0.875 | 1,778,200 | 2.31 | 0.875 | 1,778,200 | 0.875 | |||||||||||||||
1.50 | 50,000 | 2.83 | 1.50 | 50,000 | 1.50 | |||||||||||||||
1.75 | 410,000 | 3.29 | 1.75 | 410,000 | 1.75 | |||||||||||||||
1.875 | 200,000 | 3.49 | 1.875 | 200,000 | 1.875 | |||||||||||||||
2.75 | 1,517,000 | 4.28 | 2.75 | 1,517,000 | 2.75 | |||||||||||||||
3.00 | 60,000 | 4.83 | 3.00 | 60,000 | 3.00 | |||||||||||||||
3.25 | 1,379,000 | 3.47 | 3.25 | 1,096,800 | 3.25 | |||||||||||||||
3.41 | 1,083,000 | 3.29 | 3.41 | 655,250 | 3.41 | |||||||||||||||
4.22 | 964,000 | 3.96 | 4.22 | 455,100 | 4.22 | |||||||||||||||
6.055 | 1,066,000 | 5.68 | 6.055 | 71,300 | 6.055 | |||||||||||||||
9,403,200 | 7,189,650 | |||||||||||||||||||
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Year Ended | ||
December 31, | ||
2009 | ||
Future dividends | $ — | |
Risk-free interest rate | 2.00-2.94% | |
Expected volatility | 57%-59% | |
Expected life | 6.5 years |
5. | COMMITMENTS AND CONTINGENCIES |
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6. | GEOGRAPHIC INFORMATION |
December 31, | March 31, | |||||||
2009 | 2010 | |||||||
Assets: | ||||||||
United States | $ | 322,599,256 | $ | 327,502,566 | ||||
Canada | 52,945,352 | 52,912,776 | ||||||
$ | 375,544,608 | $ | 380,415,342 | |||||
Revenue: | ||||||||
United States | $ | 59,524,733 | $ | 86,912,684 | ||||
Canada | 12,980,153 | 18,569,416 | ||||||
Other | 882,195 | 146,486 | ||||||
$ | 73,387,081 | $ | 105,628,586 | |||||
7. | RELATED PARTY TRANSACTIONS |
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8. | OTHER INCOME (EXPENSES), NET |
2009 | 2010 | |||||||
Unrealized gain (loss) from derivatives | $ | 682,367 | $ | (133,591 | ) | |||
Interest expense, net of interest income | (641,606 | ) | (651,748 | ) | ||||
Amortization of deferred financing costs | (65,202 | ) | (70,350 | ) | ||||
$ | (24,441 | ) | $ | (855,689 | ) | |||
9. | FAIR VALUE MEASUREMENT |
Fair Value as of | ||||||||||||
March 31, | December 31, | |||||||||||
Level | 2010 | 2009 | ||||||||||
Liabilities: | ||||||||||||
Interest rate swap instruments | 2 | $ | 2,567,480 | $ | 1,933,535 | |||||||
Total liabilities | 2 | $ | 2,567,480 | $ | 1,933,535 | |||||||
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10. | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
Liability Derivatives as of | ||||||||||||
December 31, 2009 | March 31, 2010 | |||||||||||
Balance Sheet | Balance Sheet | |||||||||||
Location | Fair Value | Location | Fair Value | |||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
Interest rate swap contracts | Other liabilities | $ | 1,933,535 | Other liabilities | $ | 2,067,126 | ||||||
Derivatives designated as hedging instruments: | ||||||||||||
Interest rate swap contract | Other liabilities | $ | — | Other liabilities | $ | 500,354 | ||||||
Amount of Gain (Loss) Recognized in Income | ||||||||||
on Derivative for the Periods Ended | ||||||||||
Location of Gain (Loss) Recognized | March 31, are as follows: | |||||||||
in Income on Derivative | 2009 | 2010 | ||||||||
Derivatives Not Designated as Hedging Instruments | ||||||||||
Interest rate swap contracts | Interest income (expense) | $ | 682,367 | $ | (133,591 | ) | ||||
As of March 31, 2010 | ||||||||
Gain (Loss) | Gain (Loss) | |||||||
Recognized in | Reclassified from | |||||||
Accumulated Other | Accumulated Other | |||||||
Comprehensive | Comprehensive | |||||||
Income | Income | |||||||
Derivatives designated as hedging instruments: | ||||||||
Interest rate swap contract | $ | (500,034 | ) | $ | (53,947 | ) | ||
11. | BUSINESS SEGMENT INFORMATION |
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Fiscal First Quarter 2010 Segment Reporting
US | Central | Other | All | |||||||||||||||||||||
Federal | U. S. Region | U.S. Regions | Canada | Other | Total | |||||||||||||||||||
Total revenue | $ | 24,878,648 | $ | 18,606,701 | $ | 21,682,401 | $ | 18,353,817 | $ | 22,107,019 | $ | 105,628,586 | ||||||||||||
Interest income | $ | — | $ | — | $ | — | $ | 7,191 | $ | 306 | $ | 7,497 | ||||||||||||
Interest expense | $ | — | $ | — | $ | — | $ | 51 | $ | 863,135 | $ | 863,186 | ||||||||||||
Depreciation | $ | 20,400 | $ | 1,266 | $ | — | $ | 102,185 | $ | 2,018,812 | $ | 2,142,663 | ||||||||||||
Income (loss) before taxes | $ | 1,982,606 | $ | 1,035,080 | $ | 2,209,480 | $ | 393,796 | $ | (3,914,026 | ) | $ | 1,706,936 | |||||||||||
Total Assets | $ | 88,780,644 | $ | 15,619,554 | $ | 67,280,695 | $ | 52,912,776 | $ | 157,604,210 | $ | 382,197,879 | ||||||||||||
Capital expenditures | $ | 12,991 | $ | 7,638 | $ | 353,509 | $ | 982,961 | $ | 4,941,758 | $ | 6,298,857 |
Fiscal First Quarter 2009 Segment Reporting
US | Central | Other | All | |||||||||||||||||||||
Federal | U. S. Region | U.S. Regions | Canada | Other | Total | |||||||||||||||||||
Total revenue | $ | 12,008,969 | $ | 11,110,105 | $ | 17,410,661 | $ | 12,966,529 | $ | 19,890,817 | $ | 73,387,081 | ||||||||||||
Interest income | $ | 209 | $ | — | $ | — | $ | 15,173 | $ | 1,735 | $ | 17,117 | ||||||||||||
Interest expense | $ | 182 | $ | — | $ | — | $ | 1,463 | $ | 39,913 | $ | 41,558 | ||||||||||||
Depreciation | $ | 22,125 | $ | 6,564 | $ | — | $ | 34,223 | $ | 1,043,689 | $ | 1,106,601 | ||||||||||||
Income (loss) before taxes | $ | 1,442,983 | $ | 209,779 | $ | 1,247,145 | $ | 62,385 | $ | (2,319,356 | ) | $ | 642,936 | |||||||||||
Total Assets | $ | 46,523,965 | $ | 9,404,100 | $ | 68,612,936 | $ | 33,255,883 | $ | 133,888,583 | $ | 291,685,467 | ||||||||||||
Capital expenditures | $ | 8,458 | $ | 731 | $ | 110,109 | $ | 251,800 | $ | 9,493,167 | $ | 9,864,265 |
12. | SUBSEQUENT EVENTS |
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Item 13. | Other Expenses of Issuance and Distribution |
Amount | ||||
Securities and Exchange Commission registration fee | $ | 11,410 | ||
Financial Industry Regulatory Authority fee | 16,503 | |||
NYSE listing fee | 242,285 | |||
Accountants’ fees and expenses | 1,000,000 | |||
Legal fees and expenses | 1,300,000 | |||
Blue Sky fees and expenses | 5,000 | |||
Transfer Agent’s fees and expenses | 15,000 | |||
Printing and engraving expenses | 130,000 | |||
Miscellaneous | 79,802 | |||
Total Expenses | $ | 2,800,000 | ||
Item 14. | Indemnification of Directors and Officers |
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Item 15. | Recent Sales of Unregistered Securities |
II-2
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Item 16. | Exhibits |
Item 17. | Undertakings |
II-3
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By: | /s/ George P. Sakellaris |
Signature | Title | Date | ||||
/s/ George P. Sakellaris George P. Sakellaris | Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) | July 6, 2010 | ||||
/s/ Andrew B. Spence Andrew B. Spence | Chief Financial Officer (Principal Financial and Accounting Officer) | July 6, 2010 | ||||
* David J. Anderson | Director | July 6, 2010 | ||||
/s/ David J. Corrsin David J. Corrsin | Director | July 6, 2010 | ||||
* William M. Bulger | Director | July 6, 2010 | ||||
* Douglas I. Foy | Director | July 6, 2010 | ||||
* Michael E. Jesanis | Director | July 6, 2010 | ||||
* Guy W. Nichols | Director | July 6, 2010 | ||||
* Joseph W. Sutton | Director | July 6, 2010 | ||||
* By: | /s/ David J. Corrsin David J. Corrsin Attorney-in-Fact |
II-4
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Exhibit | ||||
Number | Description | |||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1* | Form of Amended and Restated Certificate of Incorporation of the Registrant, to be filed and effective prior to the closing of the offering | ||
3 | .2* | Form of Amended and Restated Certificate of Incorporation of the Registrant, to be filed promptly following the closing of the offering | ||
3 | .3* | Form of Amended and Restated By-Laws of the Registrant, to be effective prior to the closing of the offering | ||
4 | .1* | Specimen Certificate evidencing shares of Class A common stock | ||
5 | .1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | ||
10 | .1* | Lease dated November 20, 2000 between the Registrant and BCIA New England Holdings, LLC | ||
10 | .2* | First Amendment to Lease dated November 2001 by and between Ameresco, Inc. and BCIA New England Holdings, LLC | ||
10 | .3* | Second Amendment to Lease and Extension Agreement dated April 8, 2005 by and between the Registrant and BCIA New England Holdings, LLC | ||
10 | .4* | Third Amendment to Lease dated April 17, 2007 by and between RREEF America REIT III-Z1 LLC and the Registrant | ||
10 | .5* | Amended and Restated Credit and Security Agreement dated June 10, 2008 among the Registrant, certain guarantors party thereto, certain lenders party thereto from time to time and Bank of America, N.A. as Administrative Agent | ||
10 | .6* | Ameresco, Inc. 2000 Stock Incentive Plan | ||
10 | .7* | Form of Incentive Stock Option Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan | ||
10 | .8* | Form of Non-Qualified Stock Option Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan | ||
10 | .9* | Form of Restricted Stock Agreement granted under Ameresco, Inc. 2000 Stock Incentive Plan | ||
10 | .10* | Ameresco, Inc. 2010 Stock Incentive Plan | ||
10 | .11* | Form of Incentive Stock Option Agreement granted under Ameresco, Inc. 2010 Stock Incentive Plan | ||
10 | .12* | Form of Director Stock Option Agreement granted under Ameresco, Inc. 2010 Stock Incentive Plan | ||
10 | .13* | Form of Executive Employment Agreement | ||
10 | .14* | Stockholder Agreement dated as of September 25, 2008 by and among the Registrant, Samuel T. Byrne, AMCAP Holdings, Ltd., George P. Sakellaris and such other persons who from time to time become party thereto | ||
10 | .15* | Form of Indemnification Agreement entered into between the Registrant and each non-employee director | ||
10 | .16+ | Revised Final Proposal, DOE Savannah River Site, Biomass Cogeneration Facility and K and L Area Heating Plants, submitted by Ameresco Federal Solutions, under DOE ContractNo. DE-AM36-02NT41457, May 11, 2009 | ||
10 | .17* | Fourth Amendment to Lease dated January 1, 2010 by and between RREEF America REIT III-Z1 LLC and Ameresco, Inc. | ||
10 | .18* | Form of Indemnification Agreement entered into between the Registrant and each employee director | ||
10 | .19 | Employment Agreement dated as of June 4, 2010 between the Registrant and David J. Anderson | ||
10 | .20 | Employment Agreement dated as of June 2, 2010 between the Registrant and Louis P. Maltezos | ||
10 | .21 | Employment Agreement dated as of June 4, 2010 between the Registrant and David J. Corrsin | ||
10 | .22 | Employment Agreement dated as of June 3, 2010 between the Registrant and Keith A. Derrington | ||
10 | .23 | Employment Agreement dated as of June 4, 2010 between the Registrant and Michael T. Bakas | ||
10 | .24 | Form of Confidential Information, Invention, Non-Solicitation and Non-Competition Agreement entered into between the Registrant and each of the following selling stockholders: John L. Bosch, Mark Bruce, Peter Christakis, Jeanette Coleman-Hall, Janice DeBarros, Paul Dello Iacono, Joseph DeManche, Kathleen DevlinRuggiero, Mark Feichtner, Alex J. Harkness, Vivekanand Hegde, Ben Heuiser, Mohsin Huq, Lillian Kamalay, Richard E. Kohrs, Peter W. Kurpiewski, Dean Lebron, Louis P. Maltezos, Jeffrey Metcalf, Stephen Morgan, Patriscia Puopolo, William Skosky, Jeffrey Stander, Christopher Sternadore, Kevin A. Sullivan, Bhoopendra N. Tripathi, Thomas Tsaros, Carl Von Saltza and Alan Winkler |
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Exhibit | ||||
Number | Description | |||
10 | .25 | Form of Supplemental Non-Solicitation and Non-Competition Agreement between the Registrant and each of the following selling stockholders: John L. Bosch, Mark Bruce, Peter Christakis, Jeanette Coleman-Hall, Janice DeBarros, Paul Dello Iacono, Joseph DeManche, Kathleen DevlinRuggiero, Mark Feichtner, Alex J. Harkness, Vivekanand Hegde, Ben Heuiser, Mohsin Huq, Lillian Kamalay, Richard E. Kohrs, Peter W. Kurpiewski, Dean Lebron, Louis P. Maltezos, Jeffrey Metcalf, Stephen Morgan, Patriscia Puopolo, William Skosky, Jeffrey Stander, Christopher Sternadore, Kevin A. Sullivan, Bhoopendra N. Tripathi, Thomas Tsaros, Carl Von Saltza and Alan Winkler | ||
10 | .26 | Form of Non-Solicitation and Non-Competition Agreement between the Registrant and each of the following selling stockholders: Enzo Colangelo, Anthony DaSilva, Timothy Detlaff, Edward Golfetto, Mario Iusi, David Maksymiuk, Craig Piercey, David Seymour and Douglas Wall | ||
21 | .1* | Subsidiaries of the Registrant | ||
23 | .1 | Consent of Caturano and Company, Inc. | ||
23 | .2 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | ||
23 | .3* | Consent of Frost & Sullivan | ||
24 | .1* | Powers of Attorney of David J. Anderson, William M. Bulger, Guy W. Nichols and Joseph W. Sutton (included on signature page) | ||
24 | .2* | Power of Attorney of Michael E. Jesanis | ||
24 | .3* | Power of Attorney of Douglas I. Foy |
* | Previously filed | |
+ | Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission. |