AMRC 6.30.2012 10-Q Q2'12
Table of Contents



 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File Number: 001-34811
Ameresco, Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
04-3512838
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
111 Speen Street, Suite 410
Framingham, Massachusetts
 
01701
(Address of Principal Executive Offices)
 
(Zip Code)
(508) 661-2200
(Registrant's Telephone Number, Including Area Code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o
Accelerated Filer  þ
Non-accelerated filer  o
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Class
Shares outstanding as of August 3, 2012
Class A Common Stock, $0.0001 par value per share
26,671,966
Class B Common Stock, $0.0001 par value per share
18,000,000


 
 


Table of Contents



AMERESCO, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents



PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
AMERESCO, INC.
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
June 30,
 
2011
 
2012
 
 
 
(Unaudited)
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
26,277,366

 
$
28,909,987

Restricted cash
12,372,356

 
15,030,844

Accounts receivable, net
109,296,773

 
96,645,375

Accounts receivable retainage
26,089,216

 
24,026,640

Costs and estimated earnings in excess of billings
69,251,022

 
57,044,768

Inventory, net
8,635,633

 
9,145,857

Prepaid expenses and other current assets
8,992,963

 
10,676,285

Income tax receivable
9,662,771

 
8,227,139

Deferred income taxes
6,456,671

 
6,456,671

Project development costs
6,027,689

 
7,183,871

Total current assets
283,062,460

 
263,347,437

Federal ESPC receivable
110,212,186

 
135,987,922

Property and equipment, net
7,086,164

 
8,185,920

Project assets, net
177,854,734

 
188,063,492

Deferred financing fees, net
2,994,692

 
2,743,539

Goodwill
47,881,346

 
47,878,130

Intangible assets, net
12,727,528

 
9,756,506

Other assets
3,778,357

 
4,712,843

 
362,535,007

 
397,328,352

 
$
645,597,467

 
$
660,675,789

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
Current portion of long-term debt
$
11,563,983

 
$
12,268,729

Accounts payable
93,506,089

 
80,896,210

Accrued expenses and other current liabilities
8,917,723

 
11,970,730

Book overdraft
7,297,122

 

Billings in excess of cost and estimated earnings
26,982,858

 
35,223,966

Total current liabilities
148,267,775

 
140,359,635

Long-term debt, less current portion
196,401,588

 
207,831,163

Deferred income taxes
29,953,103

 
29,443,957

Deferred grant income
6,024,099

 
5,853,486

Other liabilities
28,529,867

 
28,640,685

 
$
260,908,657

 
$
271,769,291

Commitments and contingencies (Note 7)

 

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



1

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AMERESCO, INC.
CONSOLIDATED BALANCE SHEETS — (Continued)
 
 
December 31,
 
June 30,
 
 
2011
 
2012
 
 
 
 
(Unaudited)
Stockholders’ equity:
 
 
 
 
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at December 31, 2011 and June 30, 2012
 
$

 
$

Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 30,713,837 shares issued and 25,880,553 outstanding at December 31, 2011, 31,469,300 shares issued and 26,636,016 outstanding at June 30, 2012
 
3,071

 
3,147

Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at December 31, 2011 and June 30, 2012
 
1,800

 
1,800

Additional paid-in capital
 
86,067,852

 
91,192,620

Retained earnings
 
161,335,621

 
168,009,787

Accumulated other comprehensive loss
 
(1,868,352
)
 
(1,549,234
)
Minority interest
 
63,614

 
71,314

Less — treasury stock, at cost, 4,833,284 shares, respectively
 
(9,182,571
)
 
(9,182,571
)
Total stockholders’ equity
 
236,421,035

 
248,546,863

 
 
$
645,597,467

 
$
660,675,789

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
















2

Table of Contents



AMERESCO, INC.
CONSOLIDATED STATEMENTS OF INCOME
 
Three Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Revenue:
 

 
 

Energy efficiency revenue
$
123,786,051

 
$
119,819,117

Renewable energy revenue
41,695,892

 
44,280,788

 
165,481,943

 
164,099,905

Direct expenses:
 
 
 

Energy efficiency expenses
102,247,778

 
97,873,272

Renewable energy expenses
31,082,490

 
35,068,772

 
133,330,268

 
132,942,044

Gross profit
32,151,675

 
31,157,861

Operating expenses:
 
 
 

Salaries and benefits
8,162,669

 
11,558,732

Project development costs
5,263,216

 
3,830,866

General, administrative and other
5,368,227

 
7,509,639

 
18,794,112

 
22,899,237

Operating income
13,357,563

 
8,258,624

Other expenses, net (Note 9)
(988,569
)
 
(1,063,126
)
Income before provision for income taxes
12,368,994

 
7,195,498

Income tax provision
(3,536,866
)
 
(2,026,630
)
Net income
$
8,832,128

 
$
5,168,868

Net income per share attributable to common shareholders:
 

 
 

Basic
$
0.21

 
$
0.12

Diluted
$
0.19

 
$
0.11

Weighted average common shares outstanding:
 

 
 

Basic
42,367,242

 
44,541,025

Diluted
45,907,748

 
46,359,323

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



3

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AMERESCO, INC.
CONSOLIDATED STATEMENTS OF INCOME
 
 
 
 
 
Six Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Revenue:
 

 
 

Energy efficiency revenue
$
229,979,316

 
$
233,201,787

Renewable energy revenue
81,922,396

 
77,471,487

 
311,901,712

 
310,673,274

Direct expenses:
 

 
 

Energy efficiency expenses
188,609,201

 
187,493,047

Renewable energy expenses
63,157,803

 
62,798,556

 
251,767,004

 
250,291,603

Gross profit
60,134,708

 
60,381,671

Operating expenses:
 

 
 

Salaries and benefits
18,247,401

 
25,927,944

Project development costs
9,664,793

 
8,047,218

General, administrative and other
10,561,561

 
14,723,095

 
38,473,755

 
48,698,257

Operating income
21,660,953

 
11,683,414

Other expenses, net (Note 9)
(1,889,006
)
 
(2,400,731
)
Income before provision for income taxes
19,771,947

 
9,282,683

Income tax provision
(5,651,534
)
 
(2,608,517
)
Net income
$
14,120,413

 
$
6,674,166

Net income per share attributable to common shareholders:
 

 
 

Basic
$
0.34

 
$
0.15

Diluted
$
0.31

 
$
0.14

Weighted average common shares outstanding:
 

 
 

Basic
41,847,646

 
44,343,059

Diluted
45,285,650

 
46,143,932

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




4

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AMERESCO, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
Three Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Net income
$
8,832,128

 
$
5,168,868

Other comprehensive income (loss):
 
 
 
Unrealized loss from interest rate hedge, net of tax
(455,835
)
 
(760,300
)
Foreign currency translation adjustment
134,364

 
(659,513
)
Total other comprehensive loss
(321,471
)
 
(1,419,813
)
Comprehensive income
$
8,510,657

 
$
3,749,055

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

 
 
 
 
 
 
 
 
AMERESCO, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
 
 
 
Six Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Net income
$
14,120,413

 
$
6,674,166

Other comprehensive income (loss):
 
 
 
Unrealized (loss) gain from interest rate hedge, net of tax
(215,987
)
 
448,034

Foreign currency translation adjustment
889,762

 
(128,916
)
Total other comprehensive income
673,775

 
319,118

Comprehensive income
$
14,794,188

 
$
6,993,284

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



5

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AMERESCO, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2012
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
Series A Preferred
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
Other
 
Total
 
 
Stock
 
Class B Common Stock
 
Class A Common Stock
 
Paid-in
 
Retained
 
Treasury Stock
 
Minority
 
Comprehensive
 
Stockholders’
 
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Earnings
 
Shares
 
Amount
 
Interest
 
Income (Loss)
 
Equity
Balance, December 31, 2011
 

 
$

 
18,000,000

 
$
1,800

 
30,713,837

 
$
3,071

 
$
86,067,852

 
$
161,335,621

 
4,833,284

 
$
(9,182,571
)
 
$
63,614

 
$
(1,868,352
)
 
$
236,421,035

Exercise of stock options
 

 

 

 

 
755,463

 
76

 
1,799,195

 

 

 

 

 

 
1,799,271

Stock-based compensation expense, including excess tax benefits of $1,651,513
 

 

 

 

 

 

 
3,325,573

 

 

 

 

 

 
3,325,573

Changes in minority interest in foreign subsidiary
 

 

 

 

 

 

 

 

 

 

 
7,700

 

 
7,700

Foreign currency translation adjustment
 

 

 

 

 

 

 

 

 

 

 

 
(128,916
)
 
(128,916
)
Unrealized gain from interest rate hedge, net of tax
 

 

 

 

 

 

 

 

 

 

 

 
448,034

 
448,034

Net income
 

 

 

 

 

 

 

 
6,674,166

 

 

 

 

 
6,674,166

Balance, June 30, 2012
 

 
$

 
18,000,000

 
$
1,800

 
31,469,300

 
$
3,147

 
$
91,192,620

 
$
168,009,787

 
4,833,284

 
$
(9,182,571
)
 
$
71,314

 
$
(1,549,234
)
 
$
248,546,863

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





6

Table of Contents



AMERESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Cash flows from operating activities:
 

 
 

Net income
$
8,832,128

 
$
5,168,868

Adjustments to reconcile net income to cash provided by operating activities:


 


Depreciation of project assets
2,240,001

 
2,850,977

Depreciation of property and equipment
609,933

 
603,501

Amortization of deferred financing fees
94,822

 
138,191

Amortization of intangible assets

 
1,314,778

Provision for bad debts
34

 
24,107

Gain on sale of asset

 
(800,000
)
Stock-based compensation expense
735,526

 
892,607

Deferred income taxes
453,460

 
43,697

Excess tax benefits from stock-based compensation arrangements
(3,510,339
)
 
(448,916
)
Changes in operating assets and liabilities:


 
 
(Increase) decrease in:


 
 
Restricted cash draws
37,303,666

 
14,069,843

Accounts receivable
(4,961,611
)
 
(11,967,540
)
Accounts receivable retainage
(1,104,244
)
 
(3,613,426
)
Federal ESPC receivable
(37,132,797
)
 
(11,705,599
)
Inventory
(349,778
)
 
(369,359
)
Costs and estimated earnings in excess of billings
(4,751,958
)
 
(5,583,166
)
Prepaid expenses and other current assets
(642,293
)
 
(4,504,563
)
Project development costs
(160,631
)
 
(324,126
)
Other assets
(823,972
)
 
(766,682
)
Increase (decrease) in:


 


Accounts payable, accrued expenses and other current liabilities
(653,233
)
 
11,766,758

Billings in excess of cost and estimated earnings
4,218,481

 
7,346,139

Other liabilities
434,854

 
(345,461
)
Income taxes payable
757,554

 
2,476,787

Net cash provided by operating activities
1,589,603

 
6,267,415

Cash flows from investing activities:
 
 
 

Purchases of property and equipment
(911,404
)
 
(1,105,037
)
Purchases of project assets
(8,129,688
)
 
(9,695,695
)
Net cash used in investing activities
$
(9,041,092
)
 
$
(10,800,732
)
The accompanying notes are an integral part of these condensed consolidated financial statements.








7

Table of Contents




AMERESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
 
Three Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Cash flows from financing activities:
 

 
 

Excess tax benefits from stock-based compensation arrangements
$
3,510,339

 
$
448,916

Payments of financing fees
(493,700
)
 

Proceeds from exercises of options
2,585,997

 
735,839

Proceeds from (payments on) senior secured credit facility
35,000,000

 
(1,428,571
)
Restricted cash
(1,087,999
)
 
(3,367,515
)
Payments on long-term debt
(1,642,731
)
 
(1,327,493
)
Net cash provided by (used in) financing activities
37,871,906

 
(4,938,824
)
Effect of exchange rate changes on cash
12,140

 
(53,234
)
Net increase (decrease) in cash and cash equivalents
30,432,557

 
(9,525,375
)
Cash and cash equivalents, beginning of period
29,349,636

 
38,435,362

Cash and cash equivalents, end of period
$
59,782,193

 
$
28,909,987

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
1,345,688

 
$
1,300,558

Income taxes
$
1,781,156

 
$
481,209

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





















8

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AMERESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Six Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Cash flows from operating activities:
 

 
 

Net income
$
14,120,413

 
$
6,674,166

Adjustments to reconcile net income to cash (used in) provided by operating activities:


 


Depreciation of project assets
4,450,613

 
5,456,007

Depreciation of property and equipment
1,081,722

 
1,281,474

Amortization of deferred financing fees
205,655

 
271,478

Amortization of intangible assets

 
2,971,022

Provision for bad debts
24,220

 
77,743

Gain on sale of asset

 
(800,000
)
Stock-based compensation expense
1,594,576

 
1,674,060

Deferred income taxes
3,145,594

 
(506,631
)
Excess tax benefits from stock-based compensation arrangements
(3,901,636
)
 
(1,651,513
)
Changes in operating assets and liabilities:


 


(Increase) decrease in:


 


Restricted cash draws
78,216,575

 
24,152,657

Accounts receivable
(12,582,461
)
 
12,569,643

Accounts receivable retainage
335,308

 
2,079,382

Federal ESPC receivable
(73,639,333
)
 
(25,775,736
)
Inventory
(1,982,992
)
 
(510,224
)
Costs and estimated earnings in excess of billings
(10,895,160
)
 
12,197,386

Prepaid expenses and other current assets
(663,502
)
 
(1,679,160
)
Project development costs
760,445

 
(1,156,085
)
Other assets
(204,655
)
 
(941,282
)
Increase (decrease) in:


 


Accounts payable, accrued expenses and other current liabilities
(23,857,383
)
 
(8,760,740
)
Billings in excess of cost and estimated earnings
(328,028
)
 
8,243,890

Other liabilities
4,777,394

 
525,181

Income taxes payable
(4,689,033
)
 
3,083,458

Net cash (used in) provided by operating activities
(24,031,668
)
 
39,476,176

Cash flows from investing activities:
 
 
 

Purchases of property and equipment
(1,806,634
)
 
(2,381,570
)
Purchases of project assets
(14,720,891
)
 
(19,698,641
)
Grant awards and rebates received on project assets
6,695,711

 
3,838,766

Net cash used in investing activities
(9,831,814
)
 
(18,241,445
)
The accompanying notes are an integral part of these condensed consolidated financial statements.





9

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AMERESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
 
 
 
 
 
Six Months Ended June 30,
 
2011
 
2012
 
(Unaudited)
Cash flows from financing activities:
 

 
 

Excess tax benefits from stock-based compensation arrangements
$
3,901,636

 
$
1,651,513

Book overdraft

 
(7,297,122
)
Payments of financing fees
(544,289
)
 
(20,325
)
Proceeds from exercises of options
4,002,088

 
1,799,271

Proceeds from (payments on) senior secured credit facility
40,000,000

 
(7,857,142
)
Proceeds from long-term debt financing
5,500,089

 

Minority interest

 
7,700

Restricted cash
(1,675,566
)
 
(4,798,107
)
Payments on long-term debt
(2,554,609
)
 
(2,134,957
)
Net cash provided by (used in) financing activities
48,629,349

 
(18,649,169
)
Effect of exchange rate changes on cash
325,305

 
47,059

Net increase in cash and cash equivalents
15,091,172

 
2,632,621

Cash and cash equivalents, beginning of year
44,691,021

 
26,277,366

Cash and cash equivalents, end of period
$
59,782,193

 
$
28,909,987

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
1,817,040

 
$
2,026,403

Income taxes
$
5,035,756

 
$
506,921

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



10

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


1. DESCRIPTION OF BUSINESS
Ameresco, Inc. (including its subsidiaries, the "Company") was organized as a Delaware corporation on April 25, 2000. The Company is a provider of energy efficiency solutions for facilities throughout North America. The Company provides solutions, both products and services, that enable customers to reduce their energy consumption, lower their operating and maintenance costs and realize environmental benefits. The Company's comprehensive set of services includes upgrades to a facility's energy infrastructure and the construction and operation of small-scale renewable energy plants. It also sells certain photovoltaic equipment worldwide. The Company operates in the United States, Canada and Europe. 
The Company is compensated through a variety of methods, including: 1) direct payments based on fee-for-services contracts (utilizing lump-sum or cost-plus pricing methodologies); 2) the sale of energy from the Company's generating assets; and 3) direct payment for photovoltaic equipment and systems.
The condensed consolidated financial statements as of December 31, 2011 and June 30, 2012, and for the three and six months ended June 30, 2011 and 2012, include the accounts of Ameresco Inc., its wholly-owned subsidiaries and one subsidiary for which there is a minority shareholder. All significant intercompany transactions have been eliminated. The condensed consolidated financial statements as of June 30, 2012, and for the three and six months ended June 30, 2011 and 2012, are unaudited. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted. The interim condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation in conformity with GAAP. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, and notes thereto, included in the Company's annual report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission on March 15, 2012. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Codification 
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the condensed consolidated financial statements are to the FASB Accounting Standards Codification ("ASC"). 
A summary of the significant accounting policies consistently applied in the preparation of the accompanying condensed consolidated financial statements follows. 
Principles of Consolidation 
The accompanying condensed consolidated financial statements include the accounts of Ameresco, Inc., its wholly-owned subsidiaries and one subsidiary for which there is a minority shareholder. All significant intercompany accounts and transactions have been eliminated. Gains and losses from the translation of all foreign currency financial statements are recorded in the accumulated other comprehensive income (loss) account within stockholders' equity. 
Use of Estimates 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions used in these condensed consolidated financial statements relate to management's estimates of final construction contract profit in accordance with accounting for long-term contracts, allowance for doubtful accounts, inventory reserves, project development costs, fair value of derivative financial instruments and stock-based awards, impairment of long-lived assets, income taxes and potential liability in conjunction with certain commitments and contingencies. Actual results could differ from those estimates. 
Cash and Cash Equivalents 
Cash includes cash on deposit, overnight repurchase agreements and amounts invested in highly liquid money market funds. Cash equivalents consist of short term investments with original maturities of three months or less. The Company maintains accounts with financial institutions and the balances in such accounts, at times, exceed federally insured limits. This


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


credit risk is divided among a number of financial institutions that management believes to be of high quality. The carrying amount of cash and cash equivalents approximates their fair value. 
A book overdraft, representing certain checks issued in the normal course of business on a disbursement bank account but not yet paid by that bank, totaled $7,297,122 as of December 31, 2011. GAAP requires that the book overdraft be classified as a current liability on the accompanying condensed consolidated balance sheet. The book overdraft was funded through normal collections of funds or transfers from bank balances at other financial institutions, or from draws under the Company's revolving line of credit. Under the terms of the senior secured credit facility with the bank, the respective financial institution is not legally obligated to honor the book overdraft balance as of December 31, 2011, or such balances on any given date.
There were no book overdrafts as of June 30, 2012.
For purposes of reporting cash flows, the Company reports the book overdraft as a financing activity.
Restricted Cash 
Restricted cash consists of cash held in an escrow account in association with construction draws for energy savings performance contracts ("ESPCs") and construction of project assets, as well as cash required under term loans to be maintained in debt service reserve accounts until all obligations have been indefeasibly paid in full.
Accounts Receivable 
Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management's evaluation of outstanding accounts receivable at the end of the year. Bad debts are written off against the allowance when identified. Changes in the allowance for doubtful accounts for the six months ended June 30, 2011 and 2012 are as follows:
 
 
Six Months Ended June 30,
 
 
2011

2012
Allowance for doubtful accounts, beginning of period
 
$
1,677,278

 
$
1,135,391

Charges to costs and expenses
 
24,220

 
77,743

Account write-offs and other
 
(195,296
)
 
(111,721
)
Allowance for doubtful accounts, end of period
 
$
1,506,202

 
$
1,101,413

At December 31, 2011 and June 30, 2012, no one customer accounted for more than 10% of the Company's total accounts receivable. 
During the three months ended June 30, 2011 and 2012, no one customer accounted for more than 10% of the Company's total revenue.
During the six months ended June 30, 2011, the Company had one customer that accounted for approximately 10.5% of the Company's total revenue. During the six months ended June 30, 2012, no one customer accounted for more than 10% of the Company's total revenue.
Accounts Receivable Retainage 
Accounts receivable retainage represents amounts due from customers, but where payments are withheld contractually until certain construction milestones are met. Amounts retained typically range from five percent to ten percent of the total invoice.
 Inventory 
Inventories, which consist primarily of photovoltaic solar panels, batteries and related accessories, are stated at the lower of cost ("first-in, first-out" method) or market (determined on the basis of estimated net realizable values). Provisions have been made to reduce the carrying value of inventory to the net realizable value. 
Prepaid Expenses 
Prepaid expenses consist primarily of short-term prepaid expenditures that will amortize within one year. 



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)


Federal ESPC Receivable 
Federal ESPC receivables represent the amount to be paid by various federal government agencies for work performed and earned by the Company under specific ESPCs. The Company assigns certain of its rights to receive those payments to third-party lenders that provide construction and permanent financing for such contracts. The receivable is recognized as revenue as each project is constructed. Upon completion and acceptance of the project by the government, the assigned ESPC receivable and corresponding related project debt is eliminated from the Company's consolidated financial statements. 
Project Development Costs 
The Company capitalizes as project development costs only those costs incurred in connection with the development of energy projects, primarily direct labor, interest costs, outside contractor services, consulting fees, legal fees and travel, if incurred after a point in time where the realization of related revenue becomes probable. Project development costs incurred prior to the probable realization of revenue are expensed as incurred. The Company classifies project development costs as a current asset as the development efforts are expected to proceed to construction activity in the twelve months that follow.  The Company periodically reviews these balances and writes off any amounts where the realization of the related revenue is no longer probable.
Property and Equipment 
Property and equipment consists primarily of office and computer equipment, and is recorded at cost. Major additions and improvements are capitalized as additions to the property and equipment accounts, while replacements, maintenance and repairs that do not improve or extend the life of the respective assets, are expensed as incurred. Depreciation and amortization of property and equipment are computed on a straight-line basis over the following estimated useful lives:
Asset Classification
 
Estimated Useful Life
Furniture and office equipment
 
Five years
Computer equipment and software costs
 
Five years
Leasehold improvements
 
Lesser of term of lease or five years
Automobiles
 
Five years
Land
 
Unlimited
Project Assets 
Project assets consist of costs of materials, direct labor, interest costs, outside contract services and project development costs incurred in connection with the construction of small-scale renewable energy plants that the Company owns and the implementation of energy savings contracts. These amounts are capitalized and amortized over the lives of the related assets or the terms of the related contracts.
The Company capitalizes interest costs relating to construction financing during the period of construction. The interest capitalized is included in the total cost of the project at completion. The amount of interest capitalized for the three and six months ended June 30, 2012 was $381,852 and $434,426, respectively. No interest was capitalized for the three and six months ended June 30, 2011.
Routine maintenance costs are expensed in the current year's condensed consolidated statements of income to the extent that they do not extend the life of the asset. Major maintenance, upgrades and overhauls are required for certain components of the Company's assets. In these instances, the costs associated with these upgrades are capitalized and are depreciated over the shorter of the remaining life of the asset or the period until the next required major maintenance or overhaul. Gains or losses on disposal of property and equipment are reflected in general, administrative and other expenses in the condensed consolidated statements of income.
The Company evaluates its long-lived assets for impairment as events or changes in circumstances indicate the carrying value of these assets may not be fully recoverable. The Company evaluates recoverability of long-lived assets to be held and used by estimating the undiscounted future cash flows before interest associated with the expected uses and eventual disposition of those assets. When these comparisons indicate that the carrying value of those assets is greater than the undiscounted cash flows, the Company recognizes an impairment loss for the amount that the carrying value exceeds the fair value.


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


From time to time, the Company applies for and receives cash grant awards from the U.S. Treasury Department (the "Treasury") under Section 1603 of the American Recovery and Reinvestment Act of 2009 (the "Act"). The Act authorized the Treasury to make payments to eligible persons who place in service qualifying renewable energy projects. The grants are paid in lieu of investment tax credits. All of the cash proceeds from the grants were used and recorded as a reduction in the cost basis of the applicable project assets. If the Company disposes of the property, or the property ceases to qualify as specified energy property, within five years from the date the property is placed in service, then a prorated portion of the Section 1603 payment must be repaid.
The Company received $6,695,711 and $2,551,766 in Section 1603 grants during the six months ended June 30, 2011 and 2012, respectively.
For tax purposes, the Section 1603 payments are not included in federal and certain state taxable income and the basis of the property is reduced by 50% of the payment received. Deferred grant income of $6,024,099 and $5,853,486 in the accompanying condensed consolidated balance sheets at December 31, 2011 and June 30, 2012, respectively, represents the benefit of the basis difference to be amortized to income tax expense over the life of the related property.
The Company has received cash rebates from a utility company, which were accounted for as reductions in the book value of the related project assets. The rebates were one-time payments based on the cost and efficiency of the installed units, and are earned upon installation and inspection by the utility. The payments are not related to, or subject to adjustment based on, future operating performance. The rebates were payable from the utility to the Company and are applied against the cost of construction, thereby reducing the book value of the corresponding project assets and have been treated as an investing activity in the accompanying condensed consolidated statements of cash flows. The Company received a rebate of $1,287,000 during the six months ended June 30, 2012. No rebates were received during the six months ended June 30, 2011.

Deferred Financing Fees 
Deferred financing fees relate to the external costs incurred to obtain financing for the Company. All deferred financing fees are amortized over the respective term of the financing using the effective interest method. 
Goodwill and Intangible Assets
The Company has classified as goodwill the amounts paid in excess of fair value of the net assets (including tax attributes) of companies acquired in purchase transactions. The Company has recorded intangible assets related to customer contracts, customer relationships, non-compete agreements, trade names and technology, each with defined useful lives. The Company assesses the impairment of goodwill and intangible assets that have indefinite lives on an annual basis (December 31st) and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company would record an impairment charge if such an assessment were to indicate that the fair value of such assets was less than their carrying values. Judgment is required in determining whether an event has occurred that may impair the value of goodwill or identifiable intangible assets. 
During the third quarter of 2011, the Company entered into two separate stock purchase agreements to acquire 100% of the capital stock of each of Applied Energy Group ("AEG") and APS Energy Services, Inc. (now known as "Ameresco Southwest"). During the fourth quarter of 2011, the Company entered into an asset purchase agreement to acquire the xChangePoint® and energy projects businesses of Energy and Power Solutions, Inc. ("EPS") (now known as "Ameresco Intelligent Systems", or "AIS"). The net purchase price for each acquisition has been allocated to the net identified assets acquired based on the respective fair values of such acquired assets at the dates of each acquisition. The residual amounts were allocated to goodwill. The acquisition of AEG resulted in the Company recording goodwill totaling $8,728,169. For the acquisition of Ameresco Southwest, the Company recorded goodwill of $16,545,434. For the acquisition of AIS, the Company recorded goodwill of $1,549,467. Acquired intangible assets other than goodwill that are subject to amortization include customer contracts and customer relationships, as well as software/technology, trade names and non-compete agreements. The intangible assets are amortized over periods ranging from one to ten years from their respective acquisition dates. See Notes 3 and 4 for additional disclosures.
Other Assets 
Other assets consist primarily of notes and contracts receivable due to the Company.
 Asset Retirement Obligations 
The Company recognizes a liability for the fair value of required asset retirement obligations ("AROs") when such


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


obligations are incurred. The liability is estimated on a number of assumptions requiring management's judgment, including equipment removal costs, site restoration costs, salvage costs, cost inflation rates and discount rates and is credited to its projected future value over time. The capitalized asset is depreciated using the convention of depreciation of plant assets. Upon satisfaction of the ARO conditions, any difference between the recorded ARO liability and the actual retirement cost incurred is recognized as an operating gain or loss in the condensed consolidated statements of income. As of December 31, 2011 and June 30, 2012, the Company had no AROs. 
Other Liabilities 
Other liabilities consist primarily of deferred revenue related to multi-year operation and maintenance contracts which expire as late as 2031. Other liabilities also include the fair value of interest rate swaps and deferred compensation relating to the 2010 and July 2011 acquisitions . See Notes 3 and 7 for additional disclosures.
Revenue Recognition 
The Company derives revenue from energy efficiency and renewable energy products and services. Energy efficiency products and services include the design, engineering, and installation of equipment and other measures to improve the efficiency, and control the operation, of a facility's energy infrastructure. Renewable energy products and services include the construction of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy, the sale of such electricity, gas, heat or cooling from plants that the Company owns, and the sale and installation of solar energy products and systems. 
Revenue from the installation or construction of projects is recognized on a percentage-of-completion basis. The percentage-of-completion for each project is determined on an actual cost-to-estimated final cost basis. Maintenance revenue is recognized as related services are performed. In accordance with industry practice, the Company includes in current assets and liabilities the amounts of receivables related to construction projects realizable and payable over a period in excess of one year. The revenue associated with contract change orders is recognized only when the authorization for the change order has been properly executed and the work has been performed and accepted by the customer. 
When the estimate on a contract indicates a loss, or claims against costs incurred reduce the likelihood of recoverability of such costs, the Company records the entire expected loss immediately, regardless of the percentage of completion. 
At December 31, 2011 and June 30, 2012, billings in excess of cost and estimated earnings represents advanced billings on certain construction contracts. Costs and estimated earnings in excess of billings represent certain amounts under customer contracts that were earned and billable but not invoiced.
The Company sells certain products and services in bundled arrangements, where multiple products and/or services are involved. The Company divides bundled arrangements into separate deliverables and revenue is allocated to each deliverable based on the relative selling price. The relative selling price is determined using vendor specific objective evidence, third party evidence or management's best estimate of selling price.
The Company recognizes revenue from the sale and delivery of products, including the output from renewable energy plants, when produced and delivered to the customer, in accordance with specific contract terms, provided that persuasive evidence of an arrangement exists, the Company's price to the customer is fixed or determinable and collectability is reasonably assured.
 The Company recognizes revenue from operations and maintenance ("O&M") contracts and consulting services as the related services are performed.
 For a limited number of contracts under which the Company receives additional revenue based on a share of energy savings, such additional revenue is recognized as energy savings are generated.
Direct Expenses
Direct expenses include the cost of labor, materials, equipment, subcontracting and outside engineering that are required for the development and installation of projects, as well as preconstruction costs, sales incentives, associated travel, inventory obsolescence charges, amortization of intangible assets related to customer contracts and, if applicable, costs of procuring financing. A majority of the Company's contracts have fixed price terms; however, in some cases the Company negotiates protections, such as a cost-plus structure, to mitigate the risk of rising prices for materials, services and equipment. 
Direct expenses also include the costs of maintaining and operating the small-scale renewable energy plants that the


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


Company owns, including the cost of fuel (if any) and depreciation charges. 
Income Taxes 
The Company provides for income taxes based on the liability method. The Company provides for deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities calculated using the enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. 
The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions.
The Company's liabilities for uncertain tax positions can be relieved only if the contingency becomes legally extinguished through either payment to the taxing authority or the expiration of the statute of limitations, the recognition of the benefits associated with the position meet the "more-likely-than-not" threshold or the liability becomes effectively settled through the examination process.
The Company considers matters to be effectively settled once the taxing authority has completed all of its required or expected examination procedures, including all appeals and administrative reviews; the Company has no plans to appeal or litigate any aspect of the tax position; and the Company believes that it is highly unlikely that the taxing authority would examine or re-examine the related tax position. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. See Note 5 for additional information on the Company's income taxes. 
Foreign Currency Translation 
The local currency of the Company's foreign operations is considered the functional currency of such operations. All assets and liabilities of the Company's foreign operations are translated into U.S. dollars at year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the year. Translation adjustments are accumulated as a separate component of stockholders' equity. Foreign currency translation gains and losses are reported in the condensed consolidated statements of comprehensive income. 
Financial Instruments 
Financial instruments consist of cash and cash equivalents, book overdrafts, restricted cash, accounts receivable, long-term contract receivables, accounts payable, long-term debt and interest rate swaps. The estimated fair value of cash and cash equivalents, book overdrafts, restricted cash, accounts receivable, long-term contract receivables and accounts payable approximates their carrying value. See below for fair value measurements of long-term debt. See Note 10 for fair value measurement of interest rate swaps. 
Stock-Based Compensation Expense 
Stock-based compensation expense results from the issuances of shares of restricted common stock and grants of stock options and warrants to employees, directors, outside consultants and others. The Company recognizes the costs associated with restricted stock, option and warrant grants using the fair value recognition provisions of ASC 718, Compensation - Stock Compensation on a straight-line basis over the vesting period of the awards. 
Stock-based compensation expense is recognized based on the grant-date fair value. The Company estimates the fair value of the stock-based awards, including stock options, using the Black-Scholes option-pricing model. Determining the fair value of stock-based awards requires the use of highly subjective assumptions, including the fair value of the common stock underlying the award, the expected term of the award and expected stock price volatility. 
The assumptions used in determining the fair value of stock-based awards represent management's estimates, which involve inherent uncertainties and the application of management judgment. As a result, if factors change, and different assumptions are employed, the stock-based compensation could be materially different in the future. The risk-free interest rates are based on the U.S. Treasury yield curve in effect at the time of grant, with maturities approximating the expected life of the stock options.


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


The Company has no history of paying dividends. Additionally, as of each of the grant dates, there was no expectation that the Company would pay dividends over the expected life of the options. The expected life of the awards is estimated using historical data and management's expectations. Because there was no public market for the Company's common stock prior to the Company's initial public offering, management lacked company-specific historical and implied volatility information. Therefore, estimates of expected stock volatility were based on that of publicly-traded peer companies, and it is expected that the Company will continue to use this methodology until such time as there is adequate historical data regarding the volatility of the Company's publicly-traded stock price. 
The Company is required to recognize compensation expense for only the portion of options that are expected to vest. Actual historical forfeiture rate of options is based on employee terminations and the number of shares forfeited. These data and other qualitative factors are considered by the Company in determining the forfeiture rate used in recognizing stock compensation expense. If the actual forfeiture rate varies from historical rates and estimates, additional adjustments to compensation expense may be required in future periods. If there are any modifications or cancellations of the underlying unvested securities or the terms of the stock option, it may be necessary to accelerate, increase or cancel any remaining unamortized stock-based compensation expense. 
The Company also accounts for equity instruments issued to non-employee directors and consultants at fair value. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the counterparty's performance is complete. No awards to individuals who were not either an employee or director of the Company occurred during the year ended December 31, 2011 or during the six months ended June 30, 2012. 
Fair Value Measurements 
The Company follows the guidance related to fair value measurements for all of its non-financial assets and non-financial liabilities, except for those recognized at fair value in the financial statements at least annually. These assets include goodwill and long-lived assets measured at fair value for impairment assessments, and non-financial assets and liabilities initially measured at fair value in a business combination.
The Company's financial instruments include cash and cash equivalents, book overdrafts, accounts and notes receivable, interest rate swaps, accounts payable, accrued expenses, equity-based liabilities and short- and long-term borrowings. Because of their short maturity, the carrying amounts of cash and cash equivalents, book overdrafts, accounts and notes receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value. The carrying value of long-term variable-rate debt approximates fair value. As of June 30, 2012, the carrying value of the Company's fixed-rate long-term debt exceeds its fair value by approximately $5,234,775. This is based on quoted market prices or on rates available to the Company for debt with similar terms and maturities. 
The Company accounts for its interest rate swaps as derivative financial instruments in accordance with the related guidance. Under this guidance, derivatives are carried on the Company's consolidated balance sheets at fair value. The fair value of the Company's interest rate swaps are determined based on observable market data in combination with expected cash flows for each instrument. 
Derivative Financial Instruments  
In the normal course of business, the Company utilizes derivatives contracts as part of its risk management strategy to manage exposure to market fluctuations in interest rates. These instruments are subject to various credit and market risks. Controls and monitoring procedures for these instruments have been established and are routinely reevaluated. Credit risk represents the potential loss that may occur because a party to a transaction fails to perform according to the terms of the contract. The measure of credit exposure is the replacement cost of contracts with a positive fair value. The Company seeks to manage credit risk by entering into financial instrument transactions only through counterparties that the Company believes to be creditworthy.
Market risk represents the potential loss due to the decrease in the value of a financial instrument caused primarily by changes in interest rates. The Company seeks to manage market risk by establishing and monitoring limits on the types and degree of risk that may be undertaken. As a matter of policy, the Company does not use derivatives for speculative purposes. The Company considers the use of derivatives with all financing transactions to mitigate risk. 
A portion of the Company's project financing includes two projects that each utilize an interest rate swap instrument.


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


During 2007, the Company entered into two fifteen-year interest rate swap contracts under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional principal amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. The swaps cover initial notional amounts of $13,080,607 and $3,256,395, each a variable rate note at fixed interest rates of 5.4% and 5.3%, respectively, and expire in September 2023 and February 2021, respectively. These interest rate swaps qualified, but were not designated, as cash flow hedges until April 1, 2010. Since April 2010, they have been designated as hedges. Accordingly, the Company recognized the change in fair value of these derivatives in the condensed consolidated statements of income prior to April 1, 2010, and in the condensed consolidated statements of comprehensive income thereafter. Cash flows from derivative instruments were reported as operating activities in the condensed consolidated statements of cash flows.
In March 2010, the Company entered into a fourteen-year interest rate swap contract under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. The swap covers an initial notional amount of approximately $27,900,000 variable rate note at a fixed interest rate of 6.99% and expires in December 2024.
As of April 1, 2010, and in accordance with accounting standards, all then existing swaps held by the Company have been designated as cash flow hedges. Accordingly, the Company recognizes the fair value of the swaps in its condensed consolidated balance sheets and any changes in the fair value are recorded as adjustments to other comprehensive income (loss).
In July 2011, the Company entered into a five-year interest rate swap contract under which the Company agreed to pay an amount equal to a specified fixed rate of interest times a notional amount, and to in turn receive an amount equal to a specified variable rate of interest times the same notional principal amount. The swap covers an initial notional amount of $38,571,429 variable rate note at a fixed interest rate of 1.965% and expires in June 2016.
See Note 11 for additional information on the Company's derivative instruments.
Earnings Per Share
Basic earnings per share is calculated using the Company’s weighted-average outstanding common shares, including vested restricted shares. When the effects are not anti-dilutive, diluted earnings per share is calculated using: the weighted-average outstanding common shares; the dilutive effect of convertible preferred stock, under the "if converted" method; and the treasury stock method with regard to warrants and stock options; all as determined under the treasury stock method.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2012
 
2011
 
2012
Basic and diluted net income
$
8,832,128

 
$
5,168,868

 
$
14,120,413

 
$
6,674,166

Basic weighted-average shares outstanding
42,367,242

 
44,541,025

 
41,847,646

 
44,343,059

Effect of dilutive securities:
 

 
 

 
 
 
 
Preferred stock

 

 

 

Stock options
3,540,506

 
1,818,298

 
3,438,004

 
1,800,873

Diluted weighted-average shares outstanding
45,907,748

 
46,359,323

 
45,285,650

 
46,143,932

 
For the three and six months ended June 30, 2011, 60,000 and 88,688 shares of common stock, respectively, related to stock options were excluded from the calculation of dilutive shares as the effect would be anti-dilutive. For the three and six months ended June 30, 2012, 1,194,338 and 694,688 shares of common stock, respectively, related to stock options were excluded from the calculation of dilutive shares as the effect would be anti-dilutive.
Business Segments 
The Company reports four segments: U.S. federal, central U.S. region, other U.S. regions and Canada. Each segment provides customers with energy efficiency and renewable energy solutions. The other U.S. regions segment is an aggregation of four regions: northeast U.S., southeast U.S., southwest U.S. and northwest U.S. These regions have similar economic characteristics — in particular, expected and actual gross profit margins. In addition, they sell products and services of a similar nature, serve similar types of customers and use similar methods to distribute their products and services. Accordingly, these four regions meet the aggregation criteria set forth in ASC 280, Segment Reporting. The "all other" category includes activities,


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


such as certain O&M and sales of renewable energy and certain other renewable energy products, that are managed centrally at the Company's corporate headquarters. It also includes all amortization of intangible assets and all corporate operating expenses — salaries and benefits, project development costs and general, administrative and other — not specifically allocated to the segments. For the three months ended June 30, 2011 and 2012, unallocated corporate expenses were $8,681,007 and $9,996,615, respectively. Income before taxes and unallocated corporate expenses for all other for the three months ended June 30, 2011 and 2012, was $3,298,358 and $4,874,909, respectively. For the six months ended June 30, 2011 and 2012, unallocated corporate expenses were $18,377,185 and $22,654,749, respectively. Income before taxes and unallocated corporate expenses for all other for the six months ended June 30, 2011 and 2012, was $7,369,541 and $8,891,275, respectively. See Note 12 for additional disclosures. 
3. BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS
In August 2010, the Company acquired Quantum Engineering and Development Inc. ("Quantum") for an initial cash payment of $6,150,000. During April 2011, the Company made an additional payment of $1,956,366 in accordance with certain provisions of the stock purchase agreement with the former shareholders of Quantum. The payment has been reflected retrospectively as additional goodwill in the accompanying condensed consolidated balance sheets in accordance with ASC 805, Business Combinations.
In July 2011, the Company acquired all of the outstanding capital stock of AEG for an initial cash payment of $11,993,236. The Company deposited $1,000,000 of the purchase price with a third-party escrow agent as security for the selling stockholders' indemnification obligations under the terms of the acquisition agreement. The former stockholders of AEG, all of whom are now employees of the Company, may be entitled to receive up to $5,000,000 in additional consideration if AEG meets certain financial performance milestones. The fair value of the additional consideration was estimated to be $1,652,000, and is included in other liabilities in the purchase allocation table below.
In August 2011, the Company acquired Ameresco Southwest (then known as APS Energy Services, Inc.) from Pinnacle West Capital Corporation. The Company made a cash payment of $50,057,113 to acquire all of the outstanding stock of Ameresco Southwest.
In December 2011, the Company's wholly owned subsidiary AIS acquired the xChange Point® and energy projects businesses, including automated demand response, from EPS. The Company made an initial cash payment of $4,497,141 to acquire these assets. The purchase price is subject to post-closing adjustments for pro-ration of certain revenue and expense items and for certain indemnity obligations of EPS. The Company deposited approximately $900,000 of the initial cash payment with a third-party escrow agent as security for these matters.
The Company's acquisitions in 2010 and 2011 were accounted for using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each has been allocated to the assets based on their estimated fair values at the date of each acquisition as set forth in the table below. The excess purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. In the Quantum acquisition, identified intangible assets had de minimis value as the Company was primarily acquiring an assembled workforce in addition to the tangible net assets identified below. For the 2011 acquisitions, intangible assets identified have been recorded and are being amortized over periods ranging from one to ten years. See Note 4 for additional information.


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


 
2011
 
AEG
 
Ameresco Southwest
 
AIS
Cash
$
314,642

 
$

 
$

Accounts receivable
4,138,015

 
14,149,703

 

Costs and estimated earnings in excess of billings

 
11,269,294

 
163,340

Inventory

 

 
47,193

Prepaid expenses and other current assets
62,345

 
33,329

 

Project development costs

 

 
130,044

Property and equipment and project assets
7,301

 
6,447,299

 
216,297

Goodwill
8,728,169

 
16,545,434

 
1,549,467

Intangible assets
4,904,000

 
7,019,000

 
2,557,000

Other assets
52,062

 

 

Accounts payable
(1,610,734
)
 
(1,992,748
)
 

Accrued liabilities
(1,011,032
)
 
(3,414,198
)
 
(65,627
)
Billings in excess of cost and estimated earnings

 

 
(100,573
)
Deferred taxes and other liabilities
(3,591,532
)
 

 

Purchase price
$
11,993,236

 
$
50,057,113

 
$
4,497,141

Total, net of cash received
$
11,678,594

 
$
50,057,113

 
$
4,497,141

Total fair value of consideration
$
11,993,236

 
$
50,057,113

 
$
4,497,141

The allocations of the respective purchase prices for the 2011 acquisitions are preliminary and based on management's current best estimates.
The results of the acquired companies since the dates of the acquisitions have been included in the Company's operations as presented in the accompanying condensed consolidated statements of income, condensed consolidated statements of comprehensive income and condensed consolidated statements of cash flows. The year-to-date revenue and pre-tax income (loss) of the acquisitions, including the amortization of acquired intangible assets, is as follows:
 
Three Months Ended June 30, 2012
 
AEG
 
Ameresco Southwest
 
AIS
Revenue
$
4,647,487

 
$
11,933,860

 
$
2,856,687

Pre-tax income (loss)
$
849,515

 
$
934,380

 
$
(21,580
)
 
 
 
 
 
 
 
Six Months Ended June 30, 2012
 
AEG
 
Ameresco Southwest
 
AIS
Revenue
$
8,700,250

 
$
23,390,954

 
$
6,016,672

Pre-tax income
$
647,937

 
$
1,271,517

 
$
40,215

The supplemental pro forma unaudited information that follows has been prepared for informational purposes only and is intended to represent or be indicative of what would have occurred had the acquisitions been completed on January 1, 2011, and are not indicative of any future results. Financial information for the period prior to the dates of the acquisitions have been provided by the sellers for purposes of this pro forma unaudited presentation:



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


 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2012
 
2011
 
2012
 
Pro forma
 
Actual
 
Pro forma
 
Actual
Revenue
$
186,980,739

 
$
164,099,905

 
$
354,899,304

 
$
310,673,274

Income
$
8,156,922

 
$
5,168,868

 
$
12,770,002

 
$
6,674,166

Basic earnings per share
$
0.19

 
$
0.12

 
$
0.31

 
$
0.15

Diluted earnings per share
$
0.18

 
$
0.11

 
$
0.28

 
$
0.14

4. GOODWILL AND INTANGIBLE ASSETS
The following table presents goodwill balances included in total assets by segment. There were no acquisitions during the three and six months ended June 30, 2012. Goodwill consisted of the following at December 31, 2011 and June 30, 2012:
 
December 31, 2011
 
Foreign Currency Translation and Other Adjustments
 
June 30, 2012
U.S. Federal
$
3,374,967

 
$

 
$
3,374,967

Central U.S. Region
1,972,415

 

 
1,972,415

Other U.S. Regions
21,736,140

 

 
21,736,140

Canada
2,874,383

 
(3,216
)
 
2,871,167

All Other
17,923,441

 

 
17,923,441

Total
$
47,881,346

 
$
(3,216
)
 
$
47,878,130

Customer contracts are amortized ratably over the period of the acquired customer contracts (ranging in periods from approximately one to five years). All other intangible assets are amortized over periods ranging from approximately four to ten years, as defined by the nature of the respective intangible asset. The following table presents intangible asset balances included in total assets by segment. There were no acquisitions during the three and six months ended June 30, 2012. Intangible assets, net, consisted of the following as of December 31, 2011 and June 30, 2012:
 
December 31, 2011
 
2012 Amortization
 
June 30, 2012
Other U.S. Regions:
 
 
 
 
 
Customer contracts
$
1,060,433

 
$
(1,012,507
)
 
$
47,926

Customer relationships
3,240,593

 
(550,812
)
 
2,689,781

Non-compete agreements
1,393,575

 
(275,170
)
 
1,118,405

Technology
200,582

 
(25,960
)
 
174,622

All Other:

 
 
 

Customer contracts
2,551,124

 
(621,206
)
 
1,929,918

Customer relationships
2,073,478

 
(78,572
)
 
1,994,906

Non-compete agreements
398,222

 
(49,778
)
 
348,444

Technology
1,386,506

 
(273,369
)
 
1,113,137

Trade names
423,015

 
(83,648
)
 
339,367

Total
$
12,727,528

 
$
(2,971,022
)
 
$
9,756,506

Amortization expense for the three and six months ended June 30, 2012, related to customer contracts was $646,124 and $1,633,713, respectively, and is included in energy efficiency expenses in the condensed consolidated statements of income. Amortization expense for the three and six months ended June 30, 2012 related to customer relationships, non-compete agreements, technology and trade names was $668,654 and $1,337,309, respectively, and is included in general, administrative



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


and other expenses in the condensed consolidated statements of income.
5. INCOME TAXES
The provision for income taxes was $3,536,866 and $2,026,630, for the three months ended June 30, 2011 and 2012, respectively. The provision for income taxes was $5,651,534 and $2,608,517, for the six months ended June 30, 2011 and 2012, respectively. The effective tax rate changed to 28.2% for the three months ended June 30, 2012 from 28.6% for the three months ended June 30, 2011. The effective tax rate changed to 28.1% for the six months ended June 30, 2012 from 28.6% for the six months ended June 30, 2011.
6. STOCK INCENTIVE PLAN
In 2000, the Company’s Board of Directors approved the Company’s 2000 Stock Incentive Plan (the “2000 Plan”) and between 2000 and 2010 authorized the Company to reserve a total of 28,500,000 shares of its then authorized common stock, par value $0.0001 per share ("Common Stock") for issuance under the 2000 Plan. The 2000 Plan provided for the issuance of restricted stock grants, incentive stock options and nonqualified stock options. The Company will grant no further stock options or restricted stock awards under the 2000 Plan.
The Company’s 2010 Stock Incentive Plan (the “2010 Plan"), which became effective upon the closing of the Company’s initial public offering, was adopted by the Company’s Board of Directors in May 2010 and approved by its stockholders in June 2010. The 2010 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. Upon its effectiveness, 10,000,000 shares of the Company’s Class A common stock were reserved for issuance under the 2010 Plan. As of June 30, 2012, the Company had granted options to purchase 834,145 shares of Class A common stock under the 2010 Plan.
Stock Option Grants 
The Company has granted stock options to certain employees and directors, including its principal and controlling stockholder, under the 2000 Plan. The Company will grant no further stock options or restricted stock awards under the 2000 Plan. The Company has also granted stock options to certain employees and directors under the 2010 Plan. At June 30, 2012, 9,165,855 shares were available for grant under the 2010 Plan. The following table summarizes the collective activity under the 2000 Plan and the 2010 Plan:
 
 
Number of Options
 
Weighted-Average Exercise Price
Outstanding at December 31, 2011
 
5,424,612

 
$
5.151

Granted
 
576,645

 
11.816

Exercised
 
(755,463
)
 
2.382

Forfeited
 
(2,850
)
 
4.220

Outstanding at June 30, 2012
 
5,242,944

 
$
6.283

Options exercisable at June 30, 2012
 
3,559,121

 
$
4.353

Expected to vest at June 30, 2012
 
1,621,103

 
$
10.512

Options exercisable at December 31, 2011
 
3,896,512

 
$
3.773

 
The weighted-average remaining contractual life of all options expected to vest at June 30, 2012 was 8.41 years. The total intrinsic value of options exercised during the six months ended June 30, 2012 was $8,104,833.
The following table summarizes information about stock options outstanding at June 30, 2012: 



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


 
 
 
 
Outstanding Options
 
Exercisable Options
Related Plan
 
Exercise Price
 
Number Outstanding
 
Weighted-Average Remaining Contractual Life
 
Weighted-Average Exercise Price
 
Number Exercisable
 
Weighted-Average Exercise Price
2000 Plan
 
$
0.875

 
14,000

 
0.28
 
$
0.875

 
14,000

 
$
0.875

2000 Plan
 
1.500

 
20,000

 
0.58
 
1.500

 
20,000

 
1.500

2000 Plan
 
1.750

 
167,499

 
1.04
 
1.750

 
167,499

 
1.750

2000 Plan
 
1.875

 
112,500

 
1.23
 
1.875

 
112,500

 
1.875

2000 Plan
 
2.750

 
552,231

 
2.02
 
2.750

 
546,231

 
2.750

2000 Plan
 
3.000

 
41,600

 
2.58
 
3.000

 
41,600

 
3.000

2000 Plan
 
3.250

 
626,204

 
3.69
 
3.250

 
626,204

 
3.250

2000 Plan
 
3.410

 
844,912

 
4.53
 
3.410

 
844,912

 
3.410

2000 Plan
 
4.220

 
428,403

 
5.17
 
4.220

 
355,453

 
4.220

2000 Plan
 
6.055

 
995,450

 
6.97
 
6.055

 
569,150

 
6.055

2010 Plan
 
10.750

 
76,995

 
9.92
 
10.750

 

 
10.750

2010 Plan
 
10.950

 
140,000

 
9.21
 
10.950

 

 
10.950

2010 Plan
 
11.630

 
28,812

 
9.42
 
11.630

 

 
11.630

2010 Plan
 
11.980

 
499,650

 
9.82
 
11.980

 

 
11.980

2000 Plan
 
13.045

 
606,000

 
7.82
 
13.045

 
242,400

 
13.045

2010 Plan
 
14.810

 
60,000

 
8.91
 
14.810

 
12,000

 
14.810

2010 Plan
 
16.290
 
28,688

 
8.57
 
16.290

 
7,172

 
16.290

 
 
 
 
5,242,944

 
 
 
 

 
3,559,121

 
 

 
During the six months ended June 30, 2012, a total of 755,463 shares were issued upon the exercise of options under the 2000 Plan at an average price of $2.382 per share. Cash received from option exercise under all stock-based payment arrangements for the six months ended June 30, 2012 was $1,799,271.
Under the 2000 Plan and the 2010 Plan, all options expire if not exercised within ten years after the grant date. Historically, options generally provided for vesting over five years, with 20% vesting on the first anniversary of the grant date and five percent vesting every three months thereafter. During 2011, the Company began awarding options generally providing for vesting over five years, with 20% vesting on each of the first five anniversaries of the grant date. If the employee ceases to be employed by the Company for any reason before vested options have been exercised, the employee has 90 days to exercise options that have vested as of the date of such employee's termination or they are forfeited. 
The Company uses the Black-Scholes option pricing model to determine the weighted-average fair value of options granted. The Company will recognize the compensation cost of stock-based awards on a straight-line basis over the vesting period of the award. 
The determination of the fair value of stock-based payment awards utilizing the Black-Scholes model is affected by the stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The following table sets forth the significant assumptions used in the model during 2011 and 2012:
 
 
 
Year Ended December 31,
 
Six Months Ended June 30,
 
 
2011
 
2012
Future dividends
 
$ -
 
$ -
Risk-free interest rate
 
1.32%-2.58%
 
0.94%-1.25%
Expected volatility
 
32%-33%
 
32%
Expected life
 
6.0-6.5 years
 
6.5 years
 
The Company will continue to use judgment in evaluating the expected term, volatility and forfeiture rate related to the


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


stock-based compensation on a prospective basis, and incorporating these factors into the Black-Scholes pricing model. Higher volatility and longer expected lives result in an increase to stock-based compensation expense determined at the date of grant. In addition, any changes in the estimated forfeiture rate can have a significant effect on reported stock-based compensation expense, as the cumulative effect of adjusting the rate for all expense amortization is recognized in the period that the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the stock-based compensation expense recognized in the accompanying condensed consolidated financial statements. If a revised forfeiture rate is lower than the previously estimated rate, an adjustment is made that will result in an increase to the stock-based compensation expense recognized in the accompanying condensed consolidated financial statements. These expenses will affect the direct expenses, salaries and benefits and project development costs expenses. 
For the three months ended June 30, 2011 and 2012, the Company recorded stock-based compensation expense of approximately $735,526 and $892,607, respectively, in connection with stock-based payment awards. For the six months ended June 30, 2011 and 2012, the Company recorded stock-based compensation expense of approximately $1,594,576 and $1,674,060, respectively, in connection with stock-based payment awards. The compensation expense is allocated between direct expenses, salaries and benefits and project development costs in the accompanying condensed consolidated statements of income based on the salaries and work assignments of the employees holding the options. As of June 30, 2012, there was approximately $7,888,875 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 3.43 years.
7. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On February 27, 2009, the Company received notice of a default termination from a customer for which the Company was performing construction services. The customer seeks reprocurement costs of approximately $6.8 million. The dispute involves the customer's assertion of its understanding of the contractual scope of work involved and the completion date of the project. The Company disputes the customer's assertion as it believes that the basis of the default arose from a delay due to the discovery of and need for remediation of previously undiscovered hazardous materials not identified by the customer during contract negotiations. In February 2010, the Company filed a motion for summary judgment as to a portion of the complaint. In March 2010, the customer filed its response. In May 2012, the Company filed its affirmative claim for outstanding pre-termination amounts owed to it in an aggregate amount of approximately $3.9 million. A hearing on the Company's motion for summary judgment takes place in August 2012.
The Company did not record an additional accrual for this matter beyond the adjustments made to the Company's expected profit on this contract because the Company believes that the likelihood is remote that any additional liability would be incurred related to this matter. Based on the contract termination notice, the Company has adjusted its expected contract revenue and profit until such time as this contingency is resolved.
The Company also is involved in a variety of claims and other legal proceedings generally incidental to its normal business activities. While the outcome of any of these proceedings cannot be accurately predicted, the Company does not believe the ultimate resolution of any of these existing matters would have a material adverse effect on its financial condition or results of operations.
Solar Tariff Contingency
In May 2012, the U.S. Department of Commerce published its preliminary determination, subject to a final determiataion expected to be made in the fourth quarter of 2012, in the anti-dumping and countervailing duty investigations of imports of solar cells manufactured in the People's Republic of China ("PRC"), including solar modules containing such cells, and imposed both an anti-dumping duty of 249.96%, in the case of the Company, and a countervailing duty of 3.61% on the value of imports of such cells, retroactive 90 days to February 25, 2012. Since early 2012, the Company has been importing solar modules containing such cells, though it ceased doing so in July 2012 in response to these duties. The Company is monitoring and evaluating its alternatives for participating in the process for reaching the final determination whether to impose the anti-dumping duty retroactively and potentially for obtaining a separate and reduced anti-dumping duty rate. Depending on whether the 90-day retroactive period is made final and whether the maximum anti-dumping duty rate of 249.96% or some lower rate applies, the Company may be liable for duties of up to approximately $8.7 million.
The Company has established a reserve reflecting its current estimate of its ultimate exposure to these assessments.


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


Commitments as a Result of Acquisitions
Related to the Company's acquisition of Quantum in the third quarter of 2010 (see Note 3), certain individuals are eligible to receive additional compensation. Total potential additional compensation is up to $1,150,000 and will be recognized as compensation expense as earned.
Related to the Company's acquisition of AEG in the third quarter of 2011 (see Note 3), the former stockholders of AEG, who are now employees of the Company, may be entitled to receive up to $5,000,000 in additional consideration if AEG meets certain financial performance milestones.
8. GEOGRAPHIC INFORMATION
The Company attributes revenue to customers based on the location of the customer. The composition of the Company's assets at December 31, 2011 and June 30, 2012 and revenues from sales to unaffiliated customers for the three and six months ended June 30, 2011 and 2012 between those in the United States and those in other locations, is as follows:
 
 
December 31,
 
June 30,
 
2011
 
2012
Assets:
 

 
 

United States
$
576,695,791

 
$
601,812,574

Canada
68,321,537

 
58,479,009

Other
580,139

 
384,206

 
$
645,597,467

 
$
660,675,789

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2012
 
2011
 
2012
Revenue:
 
 
 
 
 
 
 
United States
$
137,725,505

 
$
150,823,316

 
$
259,343,735

 
$
278,257,725

Canada
27,118,981

 
10,656,174

 
51,827,380

 
28,291,806

Other
637,457

 
2,620,415

 
730,597

 
4,123,743

 
$
165,481,943

 
$
164,099,905

 
$
311,901,712

 
$
310,673,274


9. OTHER EXPENSES, NET
Other expenses, net, consisted of the following items for the three and six months ended June 30, 2011 and 2012: 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2011
 
2012
 
2011
 
2012
Interest expense, net of interest income
$
(893,747
)
 
$
(924,935
)
 
$
(1,683,351
)
 
$
(2,129,253
)
Amortization of deferred financing fees
(94,822
)
 
(138,191
)
 
(205,655
)
 
(271,478
)
 
$
(988,569
)
 
$
(1,063,126
)
 
$
(1,889,006
)
 
$
(2,400,731
)
10. FAIR VALUE MEASUREMENT
The Company recognizes its financial assets and liabilities at fair value on a recurring basis (at least annually). Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:
Level 1:  Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. 
Level 2:  Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or



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


liabilities. 
Level 3:  Inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. 
The following table presents the input level used to determine the fair values of the Company's financial instruments measured at fair value on a recurring basis as of December 31, 2011 and June 30, 2012:
 
 
 
 
Fair Value as of
 
 
 
December 31,
 
June 30,
 
Level
 
2011
 
2012
Liabilities:
 
 
 

 
 

Interest rate swap instruments
2
 
6,711,961

 
$
7,001,960

Contingent consideration
3
 
2,734,464

 
$
2,734,464

Total liabilities
 
 
$
9,446,425

 
$
9,736,424

 
The fair value of the Company's interest rate swaps was determined using cash flow analysis on the expected cash flow of the contract in combination with observable market-based inputs, including interest rate curves and implied volatilities. As part of this valuation, the Company considered the credit ratings of the counterparties to the interest rate swaps to determine if a credit risk adjustment was required.
The fair value of the contingent consideration was estimated using probability assessments of expected future cash flows over the period in which the obligation is to be settled and applied a discount rate that appropriately captures a market participant's view of the risk associated with the obligation. The fair value of the contingent consideration is adjusted based on an updated assessment of the probability of achievement of the performance metrics and the discount factor reflecting the passage of time.
The fair value of financial instruments is determined by reference to observable market data and other valuation techniques as appropriate. The only category of financial instruments where the difference between fair value and recorded book value is notable is long-term debt. At June 30, 2012, the fair value of the Company’s long-term debt was estimated using discounted cash flows analysis, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two for the three month period ended June 30, 2012. Based on the analysis performed, the fair value and the carrying value of the Company’s long-term debt are as follows:
 
As of December 31, 2011
 
As of June 30, 2012
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Long-term debt value
$
81,363,626

 
$
79,497,563

 
$
69,687,461

 
74,922,236

The Company is also required periodically to measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. The Company determined the fair value used in its annual impairment analysis with its own discounted cash flow analysis. The Company has determined the inputs used in such analysis as Level 3 inputs. The Company did not record any impairment charges on goodwill or other intangible assets as no significant events requiring non-financial assets and liabilities to be measured at fair value occurred for the year ended December 31, 2011 or for the six months ended June 30, 2012.
11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
At December 31, 2011 and June 30, 2012, the following table presents information about the fair value amounts of the Company's derivative instruments:
 



26

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


 
 
Liability Derivatives as of
 
 
December 31, 2011
 
June 30, 2012
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
Derivatives Designated as Hedging Instruments:
 
 
 
 

 
 
 
 

Interest rate swap contracts
 
Other liabilities
 
$
6,711,961

 
Other liabilities
 
$
7,001,960

 There were no derivatives not designated as hedging instruments for the three months ended June 30, 2011 and 2012. 
The following table presents information about the effects of the Company's derivative instruments on the condensed consolidated statements of comprehensive income:

 
 
As of June 30, 2012
 
 
Gain Recognized in Accumulated Other Comprehensive Income
 
Loss Reclassified from Accumulated Other Comprehensive Income
Derivatives Designated as Hedging Instruments:
 
 
 
 
Interest rate swap contracts
 
$
448,034

 
$
(804,299
)

12. BUSINESS SEGMENT INFORMATION
The Company reports four segments: U.S. federal, central U.S. region, other U.S. regions and Canada. Each segment provides customers with energy efficiency and renewable energy solutions. The other U.S. regions segment is an aggregation of four regions: northeast U.S., southeast U.S., southwest U.S. and northwest U.S. These regions have similar economic characteristics — in particular, expected and actual gross profit margins. In addition, they sell products and services of a similar nature, serve similar types of customers and use similar methods to distribute their products and services. Accordingly, these four regions meet the aggregation criteria set forth in ASC 280, Segment Reporting. The "all other" category includes activities, such as certain O&M and sales of renewable energy and certain other renewable energy products, that are managed centrally at the Company's corporate headquarters. It also includes all amortization of intangible assets and all corporate operating expenses — salaries and benefits, project development costs, and general, administrative and other — not specifically allocated to the segments. The Company does not allocate any indirect expenses to the segments. For the three months ended June 30, 2011 and 2012, unallocated corporate expenses were $8,681,007 and $9,996,615, respectively. Income before taxes and unallocated corporate expenses for all other for the three months ended June 30, 2011 and 2012, was $3,298,358 and $4,874,909, respectively. For the six months ended June 30, 2011 and 2012, unallocated corporate expenses were $18,377,185 and $22,654,749, respectively. Income before taxes and unallocated corporate expenses for all other for the six months ended June 30, 2011 and 2012, was $7,369,541 and $8,891,275, respectively. The accounting policies are the same as those described in the summary of significant accounting policies (see Note 2).
The Company's business segments had the following operational results for the three months ended June 30, 2012 and 2011:
Ameresco, Inc. and Subsidiaries
Segment Reporting
Three Months Ending June 30, 2012 
 
U.S. Federal
 
Central U.S. Region
 
Other U.S. Regions
 
Canada
 
All Other
 
Total
Total revenue
$
21,454,484

 
$
27,273,433

 
$
65,182,293

 
$
10,630,056

 
$
39,559,639

 
$
164,099,905

Interest income
$

 
$

 
$

 
$
2,754

 
$
1,388

 
$
4,142

Interest expense
$

 
$

 
$

 
$
118,234

 
$
811,383

 
$
929,617

Depreciation and amortization of intangible assets
$
32,487

 
$
4,966

 
$

 
$
93,652

 
$
4,638,151

 
$
4,769,256

Income (loss) before taxes
$
1,969,949

 
$
3,706,625

 
$
10,642,416

 
$
(4,001,786
)
 
$
(5,121,706
)
 
$
7,195,498

Total assets
$
153,902,746

 
$
30,522,323

 
$
266,603,024

 
$
58,479,009

 
$
151,168,687

 
$
660,675,789

Capital expenditures
$
10,816

 
$

 
$
744,435

 
$
924,008

 
$
9,121,473

 
$
10,800,732

 



27

Table of Contents

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








Ameresco, Inc. and Subsidiaries
Segment Reporting
Three Months Ending June 30, 2011
 
U.S. Federal
 
Central U.S. Region
 
Other U.S. Regions
 
Canada
 
All Other
 
Total
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