Ameresco, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Debt and Financing Lease Liabilities

Debt and Financing Lease Liabilities

3 Months Ended

Mar. 31, 2024

Our debt and financing lease liabilities are comprised of the following:


	March 31, 2024		December 31, 2023
Senior secured revolving credit facility (1)	$	160,000	$	140,000
Senior secured term loans	108,750		139,900
Energy asset construction facilities (2)	469,904		470,248
Energy asset term loans (2)	632,883		564,530
Sale-leasebacks (3)	185,863		185,698
Financing lease liabilities (4)	13,898		13,928

Total debt and financing lease liabilities	1,571,298		1,514,304
Less: current maturities	539,201		322,247
Less: unamortized discount and debt issuance costs	20,521		21,982
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	1,011,576	$	1,170,075

(1) At March 31, 2024, funds of $27,269 were available for borrowing under this facility.
(2) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest.
(3) These facilities are accounted for as failed sale leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures.
(4) Financing lease liabilities are sale-leaseback arrangements under previous guidance. See Note 7 for additional disclosures.

Senior Secured Term Loans

On April 10, 2024, we entered into amendment number five to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw term loan A (“DDTLA”) from March 4, 2025 to August 15, 2024. The amendment also included the following modifications:

•principal installments on the DDTLA of $5,000 at closing of the amendment and $7,500 each on or before May 15, 2024, June 15, 2024, and July 15, 2024, with the balance of $7,500 due on August 15, 2024,

•the date by which we shall use commercially reasonable efforts to raise $100,000 in equity or subordinated debt financing was changed from April 15, 2024 to May 15, 2024.

October 2022, Financing Facility, 6.70%, due August 31, 2039

During the three months ended March 31, 2024, we drew down an additional $35,448 and at March 31, 2024, $376,836 was outstanding under this facility, net of unamortized debt discount and issuance costs.

April 2023, Construction Credit Facility, 6.80%, due July 31, 2024

During the three months ended March 31, 2024, we drew down an additional $5,001 and at March 31, 2024, $138,260 was outstanding under this facility, net of unamortized debt discount. At March 31, 2024, there was no availability remaining.

August 2023, Construction Credit Facility, 9.32%, due August 31, 2026

During the three months ended March 31, 2024, we drew down an additional $31,204 and at March 31, 2024, $296,931 was outstanding under this facility, net of unamortized debt discount and issuance costs. We were in default on this credit facility due to administrative errors, for which a waiver was received on April 5, 2024.

Debt Instruments - Energy Project Asset Acquisitions

As discussed in Note 6, on August 4, 2023, we acquired an energy asset project. The purchase price for phase 1 was $87,964, of which $5,000 was paid in cash, $46,694 was financed through a seller’s note, and we assumed a construction loan on the energy asset project for $36,270. During the year ended December 31, 2023, we paid $18,400 in principal on the seller’s note. In January 2024, the purchase price was increased by $1,147 and we paid off the seller’s note in the amount of $29,441.

On February 26, 2024, the construction loan in the amount of $36,270 was converted into a term loan and has a maturity date of April 2030. The term loan bears a base SOFR interest rate of 5.33% at March 31, 2024, and an applicable margin of 1.635% per annum for four years after the term conversion date and 1.76% per annum for the following two years. The interest and principal is paid quarterly commencing on March 31, 2024. We failed to achieve the final conditions required to convert the term loan on or prior to March 31, 2024, however, a waiver was obtained on May 1, 2024 and the deadline of achieving the final conditions was extended to May 31, 2024.

In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in a consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for an adjusted purchase price of $47,956, of which $9,839 was paid in cash and $32,500 was financed through a seller’s note. The note bears interest at fixed rate of 5.0% per annum and the principal and interest is due on August 2024.

April 2024, Senior Secured Notes, due June 30, 2042

On April 5, 2024, an Omnibus Amendment and Reaffirmation Agreement was executed with reference to the Note Purchase and Private Shelf Agreement, dated as of July 27, 2021, and two new series B notes (first lien and second lien) were authorized in the amounts of $92,512 and $12,657, with a maturity date of June 30, 2042. Gross proceeds from the initial issuance on April 5, 2024 were $83,282 and $12,292 with the remainder to be issued upon achieving certain permitting-related and other administrative conditions. The notes bear interest at fixed rates of 6.20% and 8.00%, respectively, per annum and the interest is payable quarterly commencing September 30, 2024. At closing, we incurred $1,052 in lenders fees and debt issuance costs. Proceeds from these notes in the amount of $86,462 were used to pay a portion of the August 2023 construction credit facility.