ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
☑ | Accelerated Filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
Emerging growth company | |||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Class | Shares outstanding as of February 23, 2024 | ||||
Class A Common Stock, $0.0001 par value per share | |||||
Class B Common Stock, $0.0001 par value per share |
Auditor Name: | Auditor Location: | PCAOB ID: |
(a)(1) | Financial Statements: See “Index to Consolidated Financial Statements” | |||||||
(a)(2) | Financial Statement Schedules: None | |||||||
Schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and notes thereto. | ||||||||
(a)(3) | Exhibits: |
Exhibit Number | Exhibit Description | ||||
3.1 | |||||
3.2 | |||||
4.1 | |||||
4.16 | |||||
10.1.1 | |||||
10.1.2 | |||||
10.1.3 | |||||
10.1.4 | |||||
10.1.5 | |||||
10.3.1+ | |||||
10.3.2+ |
Exhibit Number | Description | ||||
10.3.3+ | |||||
10.4.1+ | |||||
10.4.2+ | |||||
10.4.3+ | |||||
10.5.1+ | |||||
10.5.2+ | |||||
10.6+ | |||||
10.7+ | |||||
10.8+ | |||||
10.9# | |||||
10.10+ | |||||
10.11+ | |||||
10.12+ | |||||
21.1 | |||||
23.1 | |||||
31.1* | |||||
31.2* | |||||
32.1** | |||||
97.1* | |||||
101 | The following consolidated financial statements from Ameresco, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | ||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
Exhibit Number | Description | ||||
* | Filed herewith. | ||||
** | Furnished herewith. | ||||
+ | Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates. | ||||
# | Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations. Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
AMERESCO, INC. | ||||||||
Date: March 11, 2024 | By: | /s/ George P. Sakellaris | ||||||
George P. Sakellaris | ||||||||
President and Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K/A of Ameresco, Inc. (the “Registrant”); | ||||||||||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||||||||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | ||||||||||
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: | ||||||||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
(c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
(d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and | ||||||||||
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | ||||||||||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | ||||||||||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: March 11, 2024 | /s/ George P. Sakellaris | ||||||||||||||||||||||
George P. Sakellaris | |||||||||||||||||||||||
President and Chief Executive Officer (principal executive officer) |
1. | I have reviewed this Annual Report on Form 10-K/A of Ameresco, Inc. (the “Registrant”); | ||||||||||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||||||||||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | ||||||||||
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: | ||||||||||
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||||||||||
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||||||||||
(c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||||||||||
(d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and | ||||||||||
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | ||||||||||
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | ||||||||||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
Date: March 11, 2024 | /s/ Spencer Doran Hole | ||||||||||||||||||||||
Spencer Doran Hole | |||||||||||||||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |||||||||||||||||||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |||||||||||||||||||
Date: March 11, 2024 | /s/ George P. Sakellaris | |||||||||||||||||||
George P. Sakellaris | ||||||||||||||||||||
President and Chief Executive Officer (principal executive officer) | ||||||||||||||||||||
Date: March 11, 2024 | /s/ Spencer Doran Hole | |||||||||||||||||||
Spencer Doran Hole | ||||||||||||||||||||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
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