You should read the following discussion and analysis of our financial condition
and results of operations together with our unaudited condensed consolidated
financial statements and the related notes thereto included in Part I, Item 1 of
this Quarterly Report on Form 10-Q and the audited consolidated financial
statements and notes thereto and management's discussion and analysis of
financial condition and results of operations for the year ended December 31,
2019 included in our Annual Report on Form 10-K for the year ended December 31,
2019 filed on March 4, 2020 with the U.S. Securities and Exchange Commission
("SEC"). This Quarterly Report on Form 10-Q contains "forward-looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. Forward looking statements include
statements regarding our strategy, future operations, future financial position,
future revenues, projected costs, prospects, plans, objectives of management,
expected market growth and other characterizations of future events or
circumstances. All statements, other than statements of historical fact,
including statements that refer to our expectations as to the future growth of
our business and associated expenses; our expectations as to revenue generation;
the future availability of borrowings under our revolving credit facility; the
expected future growth of the market for energy efficiency and renewable energy
solutions; our backlog, awarded projects and recurring revenue and the timing of
such matters; our expectations as to acquisition activity; the impact of any
restructuring; the uses of future earnings; our intention to repurchase shares
of our Class A common stock; the expected energy and cost savings of our
projects; and the expected energy production capacity of our renewable energy
plants; the results of the SEC's investigation into our revenue recognition and
compensation practices in our software-as-a-service businesses; and other
characterizations of future events or circumstances are forward-looking
statements. Currently, one of the most significant factors, however, is the
potential adverse effect of the current pandemic of the novel coronavirus, or
COVID-19, on our financial condition, results of operations, cash flows and
performance and the global economy and financial markets. The extent to which
COVID-19 impacts us, suppliers, customers, employees and supply chains will
depend on future developments, which are highly uncertain and cannot be
predicted with confidence, including the scope, severity and duration of the
pandemic, the actions taken to contain the pandemic or mitigate its impact, and
the direct and indirect economic effects of the pandemic and containment
measures, among others. Moreover, you should interpret many of the risks
identified in this report, as well as the risks set forth below, as being
heightened as a result of the ongoing and numerous adverse impacts of COVID-19.
Forward looking statements are often, but not exclusively, identified by the use
of words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "target," "project," "predict" or "continue," and similar
expressions or variations. These forward-looking statements are based on current
expectations and assumptions that are subject to risks, uncertainties and other
factors that could cause actual results and the timing of certain events to
differ materially and adversely from future results expressed or implied by such
forward-looking statements. Risks, uncertainties and factors that could cause or
contribute to such differences include, but are not limited to, those discussed
in the section titled "Risk Factors," set forth in Item 1A of our Annual Report
on Form 10-K for the year ended December 31, 2019, Item 1A of our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 and elsewhere in this
Quarterly Report on Form 10-Q. The forward-looking statements in this Quarterly
Report on Form 10-Q represent our views as of the date of this Quarterly Report
on Form 10-Q. Subsequent events and developments may cause our views to change.
However, while we may elect to update these forward looking statements at some
point in the future, we have no current intention of doing so and undertake no
obligation to do so except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as representing our
views as of any date subsequent to the date of this Quarterly Report on Form
10-Q.

Overview

Ameresco is a leading provider of energy efficiency solutions for facilities
throughout North America and Europe. We provide solutions that enable customers
to reduce their energy consumption, lower their operating and maintenance costs
and realize environmental benefits. Our comprehensive set of services includes
upgrades to a facility's energy infrastructure and the construction and
operation of small-scale renewable energy plants.
In addition to organic growth, strategic acquisitions of complementary
businesses and assets have been an important part of our historical development.
Since inception, we have completed numerous acquisitions, which have enabled us
to broaden our service offerings and expand our geographical reach.
Key Factors and Trends
COVID-19 Update
In March 2020, the World Health Organization categorized Coronavirus Disease
2019 as a pandemic, and the President of the United States declared the COVID-19
outbreak a national emergency. We are closely monitoring the impact of the
COVID-19 pandemic on all aspects of our business, including how it may impact
our suppliers, customers, employees and supply chains. While we did not incur
significant disruptions during the nine months ended September 30, 2020 from the
COVID-19 pandemic, we are unable to predict the impact that the COVID-19
pandemic will have on our financial condition, results of operations and cash
flows due to numerous uncertainties. These uncertainties include the scope,
severity and duration of the pandemic, the


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actions taken to contain the pandemic or mitigate its impact and the direct and
indirect economic effects of the pandemic and containment measures, among
others.
Further, the overall impact of COVID-19 on our condensed consolidated results of
operations for the nine months ended September 30, 2020 was not material.
However, the impact that COVID-19 will have on our consolidated results of
operations throughout 2020 remains uncertain. We expect to experience delays in
our project award conversions and potential construction slowdowns as a result
of known shelter-in-place restrictions. We will continue to evaluate the nature
and extent of these potential impacts to our business, consolidated results of
operations, segment results, liquidity and capital resources.
Effects of Seasonality
We are subject to seasonal fluctuations and construction cycles, particularly in
climates that experience colder weather during the winter months, such as the
northern United States and Canada, or at educational institutions, where large
projects are typically carried out during summer months when their facilities
are unoccupied. In addition, government customers, many of which have fiscal
years that do not coincide with ours, typically follow annual procurement cycles
and appropriate funds on a fiscal-year basis even though contract performance
may take more than one year. Further, government contracting cycles can be
affected by the timing of, and delays in, the legislative process related to
government programs and incentives that help drive demand for energy efficiency
and renewable energy projects. As a result, our revenues and operating income in
the third and fourth quarter are typically higher, and our revenues and
operating income in the first quarter are typically lower, than in other
quarters of the year. As a result of such fluctuations, we may occasionally
experience declines in revenues or earnings as compared to the immediately
preceding quarter, and comparisons of our operating results on a
period-to-period basis may not be meaningful.
Our annual and quarterly financial results are also subject to significant
fluctuations as a result of other factors, many of which are outside our
control. See "Our business is affected by seasonal trends and construction
cycles, and these trends and cycles could have an adverse effect on our
operating results." in Item 1A, Risk Factors of our Annual Report on Form 10-K
for the year ended December 31, 2019 ("Annual Report"), and the risks described
in Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
Backlog and Awarded Projects
Total construction backlog represents projects that are active within our ESPC
sales cycle. Our sales cycle begins with the initial contact with the customer
and ends, when successful, with a signed contract, also referred to as
fully-contracted backlog. Our sales cycle recently has been averaging 18 to 54
months. Awarded backlog is created when a potential customer awards a project to
Ameresco following a request for proposal. Once a project is awarded but not yet
contracted, we typically conduct a detailed energy audit to determine the scope
of the project as well as identify the savings that may be expected to be
generated from upgrading the customer's energy infrastructure. At this point, we
also determine the sub-contractor, what equipment will be used, and assist in
arranging for third party financing, as applicable. Recently, awarded projects
have been taking an average of 12 to 24 months to result in a signed contract
and convert to fully-contracted backlog. It may take longer, however, depending
upon the size and complexity of the project. Historically, approximately 90% of
our awarded backlog projects have resulted in a signed contract. After the
customer and Ameresco agree to the terms of the contract and the contract
becomes executed, the project moves to fully-contracted backlog. The contracts
reflected in our fully-contracted backlog typically have a construction period
of 12 to 36 months and we typically expect to recognize revenue for such
contracts over the same period. Fully-contracted backlog begins converting into
revenues generated from backlog over time using cost based input methods once
construction has commenced. See "We may not recognize all revenues from our
backlog or receive all payments anticipated under awarded projects and customer
contracts" and "In order to secure contracts for new projects, we typically face
a long and variable selling cycle that requires significant resource commitments
and requires a long lead time before we realize revenues" in Item 1A, Risk
Factors in our Annual Report, and the risks described in Item 1A. Risk Factors
in this Quarterly Report on Form 10-Q.
The overall impact of COVID-19 on our condensed consolidated results of
operations for the nine months ended September 30, 2020 was not material.
However, the impact that COVID-19 will have on our consolidated results of
operations throughout 2020 remains uncertain. We expect to experience delays in
our project award conversions and potential construction slowdowns as a result
of known shelter-in-place restrictions. We will continue to evaluate the nature
and extent of these potential impacts to our business, consolidated results of
operations, segment results, liquidity and capital resources. See "We may not
recognize all revenues from our backlog or receive all payments anticipated
under awarded projects and customer contracts" and "In order to secure contracts
for new projects, we typically face a long and variable selling cycle that
requires significant resource commitments and requires a long lead time before
we realize revenues" in Item 1A, Risk Factors in our Annual Report, and the
risks described in Item 1A. Risk Factors in the Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020.
As of September 30, 2020, we had fully-contracted backlog of approximately
$1,033.7 million in expected future revenues under signed customer contracts for
the installation or construction of projects; and we also had been awarded
projects for which we had not yet signed customer contracts with estimated total
future revenues of an additional $1,211.3 million. As of September 30,
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2019, we had fully-contracted backlog of approximately $787.2 million in
expected future revenues under signed customer contracts for the installation or
construction of projects; and we also had been awarded projects for which we had
not yet signed customer contracts with estimated total future revenues of an
additional $1,434.9 million.
We define our 12-month backlog as the estimated amount of revenues that we
expect to recognize in the next twelve months from our fully-contracted backlog.
As of September 30, 2020 and 2019, our 12-month project backlog was $605.9
million and $437.7 million, respectively.
As of September 30, 2020, we had O&M backlog of approximately $1,120.8 million
in expected future revenues under signed multi-year customer contracts for the
delivery of O&M services. As of September 30, 2019, we had O&M backlog of
approximately $908.9 million in expected future revenues under signed multi-year
customer contracts for the delivery of O&M services. As of September 30, 2020
and 2019, our 12-month O&M backlog was $60.0 million and $60.6 million,
respectively.
Assets in development, which represents the potential design/build project value
of small-scale renewable energy plants that have been awarded or for which we
have secured development rights, were $784.6 million and $572.0 million as of
September 30, 2020 and 2019, respectively.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of
operations is based upon our condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these condensed consolidated financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, expense and related
disclosures. The most significant estimates with regard to these condensed
consolidated financial statements relate to our estimates of final construction
contract profit in accordance with accounting for long-term contracts under the
revenue recognition requirements of contracts with our customers, allowance for
credit losses, inventory reserves, realization of project development costs,
leases, fair value of derivative financial instruments, accounting for business
acquisitions, stock-based awards, impairment of long-lived assets and goodwill,
income taxes, self-insurance reserves and potential liability in conjunction
with certain commitments and contingencies. Actual results could differ from
those estimates.
Such estimates and assumptions are based on historical experience and on various
other factors that management believes to be reasonable under the circumstances.
Estimates and assumptions are made on an ongoing basis, and accordingly, the
actual results may differ from these estimates under different assumptions or
conditions.
The following are certain critical accounting policies that, among others,
affect our more significant judgments and estimates used in the preparation of
our condensed consolidated financial statements:
•Revenue Recognition;
•Energy Assets;
•Leases;
•Goodwill and Intangible Assets;
•Derivative Financial Instruments; and
•Variable Interest Entities.
Further details regarding our critical accounting policies and estimates can be
found in Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations of our Annual Report. In addition, please refer to Note 2,
Summary of Significant Accounting Policies, of our Notes to the audited
consolidated financial statements for the year ended December 31, 2019, and
notes thereto, included in the Company's Annual Report. The Company has
determined that no material changes concerning our critical accounting policies
have occurred since December 31, 2019.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, of Notes to Condensed
Consolidated Financial Statements for a discussion of recent accounting
pronouncements.
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Results of Operations
The following tables set forth certain financial data from the condensed
consolidated statements of income expressed as a percentage of revenues for the
periods presented (in thousands):
                                                                            

Three Months Ended September 30,


                                                                  2020                                                2019
                                                  Amount                  % of Revenues               Amount               % of Revenues
Revenues                                    $       282,507                         100.0  %       $ 212,026                         100.0  %
Cost of revenues                                    231,133                          81.8  %         167,333                          78.9  %
Gross profit                                         51,374                          18.2  %          44,693                          21.1  %
Selling, general and administrative
expenses                                             26,859                           9.5  %          31,231                          14.7  %
Operating income                                     24,515                           8.7  %          13,462                           6.3  %
Other expenses, net                                   3,726                           1.3  %           4,192                           2.0  %
Income before provision from income taxes            20,789                           7.4  %           9,270                           4.4  %
Income tax provision                                  3,100                           1.1  %             939                           0.4  %
Net income                                           17,689                           6.3  %           8,331                           3.9  %
Net loss (income) attributable to
redeemable non-controlling interest                   2,313                           0.8  %             539                           0.3  %
Net income attributable to common
shareholders                                $        20,002                           7.1  %       $   8,870                           4.2  %

                                                                            

Nine Months Ended September 30,


                                                                  2020                                                2019
                                                  Amount                  % of Revenues               Amount               % of Revenues
Revenues                                    $       717,956                         100.0  %       $ 560,321                         100.0  %
Cost of revenues                                    588,628                          82.0  %         439,857                          78.5  %
Gross profit                                        129,328                          18.0  %         120,464                          21.5  %
Selling, general and administrative
expenses                                             82,403                          11.5  %          87,396                          15.6  %
Operating income                                     46,925                           6.5  %          33,068                           5.9  %
Other expenses, net                                  13,167                           1.8  %          11,359                           2.0  %
Income before provision from income taxes            33,758                           4.7  %          21,709                           3.9  %
Income tax provision                                    597                           0.1  %           2,000                           0.4  %
Net income                                           33,161                           4.6  %          19,709                           3.5  %
Net loss (income) attributable to
redeemable non-controlling interest                  (2,593)                         (0.4) %           2,524                           0.5  %
Net income attributable to common
shareholders                                $        30,568                           4.3  %       $  22,233                           4.0  %



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Year-Over-Year Period Comparison
Revenues
The following tables set forth a comparison of our revenues for the periods
presented (in thousands):
                                         Three Months Ended September 30,
                                 2020              2019         $ Change       % Change
              Revenues    $    282,507          $ 212,026      $  70,481         33.2  %

                                         Nine Months Ended September 30,
                                 2020              2019         $ Change       % Change
              Revenues    $    717,956          $ 560,321      $ 157,635         28.1  %


Revenues increased for the three months ended September 30, 2020 compared to the
same period of 2019 primarily due to a $69.5 million increase in our project
revenue, a $4.5 million increase in our energy assets revenue, and a $0.1
million increase in our O&M revenue, partially offset by a $1.9 million decrease
in our integrated-PV revenue and a $1.8 million decrease in other revenue.
Revenues increased $157.6 million, or 28.1% to $718.0 million for the nine
months ended September 30, 2020 compared to the same period of 2019 primarily
due to a $153.3 million increase in our project revenue, a $10.5 million
increase in our energy asset revenue, and a $4.5 million increase in our O&M
revenue, partially offset by a $6.3 million decrease in our integrated-PV
revenue and a $4.3 million decrease in other revenue.
Cost of Revenues and Gross Profit
The following tables set forth a comparison of our cost of revenues and gross
profit for the periods presented (in thousands):
                                  Three Months Ended September 30,
                          2020             2019         $ Change       % Change
Cost of revenues     $   231,133       $ 167,333       $  63,800         38.1  %
Gross margin                18.2  %         21.1  %

                                   Nine Months Ended September 30,
                          2020             2019         $ Change       % Change
Cost of revenues     $   588,628       $ 439,857       $ 148,771         33.8  %
Gross margin                18.0  %         21.5  %


Cost of revenues increased $63.8 million, or 38.1%, to $231.1 million and gross
margin percentage decreased to 18.2%, from 21.1% for the three months ended
September 30, 2020 compared to the same period of 2019. Cost of revenues
increased $148.8 million, or 33.8%, to $588.6 million and gross margin
percentage decreased to 18.0%, from 21.5%, for the nine months ended September
30, 2020 compared to the same period of 2019. The increase in cost of revenues
for the three and nine months ended September 30, 2020 is primarily due to the
increases in project revenues. The decrease in gross margin for both periods is
primarily due to a higher proportion of lower margin projects as part of the
revenue mix which includes increased levels of design-build work and lower
margin energy and incentive revenue compared to the prior year.

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Selling, General and Administrative Expenses The following tables set forth a comparison of our selling, general and administrative expenses for the periods presented (in thousands):


                                                                  Three 

Months Ended September 30,


                                                 2020                2019             $ Change              % Change
Selling, general and administrative
expenses                                    $    26,859          $  31,231          $  (4,372)                   (14.0) %

                                                                   Nine Months Ended September 30,
                                                 2020                2019             $ Change              % Change
Selling, general and administrative
expenses                                    $    82,403          $  87,396          $  (4,993)                    (5.7) %


Selling, general and administrative expenses decreased $4.4 million, or 14.0%,
to $26.9 million for the three months ended September 30, 2020, compared to the
same period of 2019 due to a decrease in salaries and benefits of $2.1 million
primarily resulting from higher utilization, lower professional fees of $ 1.0
million and a decrease in travel expenses of $0.7 million. For the nine months
ended September 30, 2020, selling, general and administrative expenses decreased
$5.0 million, or 5.7%, to $82.4 million compared to the same period of 2019,
primarily due to a decrease in salaries and benefits of $5.3 million resulting
from increased utilization, a decrease in travel expense of $1.5 million and a
decrease in professional fees of $1.2 million partially offset by a gain of $2.2
million on the deconsolidation of a variable interest entity recognized during
the first quarter of 2019.
Amortization expense of intangible assets related to customer relationships,
non-compete agreements, technology and trade names is included in selling,
general and administrative expenses in the condensed consolidated statements of
income. For the three months ended September 30, 2020 and 2019, we recorded
amortization expense related to these intangible assets of $0.2 million. For the
nine months ended September 30, 2020 and 2019, we recorded amortization expense
related to these intangible assets of $0.5 million.
Other Expenses, Net
Other expenses, net, includes gains and losses from derivatives and foreign
currency transactions, interest income and expenses, amortization of deferred
financing costs, and certain government incentives. Other expenses, net
decreased $0.5 million to $3.7 million for the three months ended September 30,
2020 compared to the same period of 2019, primarily due to government incentives
of $0.7 million received at the commercial operation date of certain solar
assets which were recorded as other income. Other expenses, net increased $1.8
million to $13.2 million for the nine months ended September 30, 2020 compared
to the same period of 2019, primarily due to higher interest expenses of $3.0
million partially offset by government incentives of $1.5 million received which
were recorded as other income.
Income Before Taxes
Income before taxes increased $11.5 million, or 124.3%, to $20.8 million for
the three months ended September 30, 2020 compared to the same period of
2019, due to the reasons described above. Income before taxes increased $12.1
million, or 55.5%, to $33.8 million for the nine months ended September 30, 2020
compared to the same period of 2019, due to the reasons described above.
Provision (Benefit) from Income Taxes
The provision for income taxes was $3.1 million for the three months ended
September 30, 2020, compared to $0.9 million for the three months ended
September 30, 2019. The estimated effective annualized tax rate impacted by
period discrete items applied for the three months ended September 30, 2020 was
14.9% compared to 10.1% for the three months ended September 30, 2019.
The provision for income taxes was $0.6 million for the nine months ended
September 30, 2020, compared to $2.0 million for the nine months ended September
30, 2019. The estimated effective annualized tax rate impacted by period
discrete items applied for the nine months ended September 30, 2020 was 1.8%
compared to 9.2% for the nine months ended September 30, 2019.
The principal reasons for the difference between the statutory rate and the
estimated annual effective rate for 2020 were the effects of investment tax
credits to which the Company is entitled from solar plants which have been
placed into service or are forecasted to be placed into service during 2020, tax
deductions related to Section 179D deductions, tax rate benefits associated with
net operating loss carrybacks made possible by the passing of the CARES Act on
March 27, 2020 and tax basis adjustments on certain partnership flip
transactions. The principal reason for the difference between the statutory rate
and the estimated annual
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effective rate for 2019 was the effects of investment tax credits to which the
Company is entitled from solar plants which were placed into service or were
forecasted to be placed into service during 2019. We estimate the discrete
benefit associated with the net operating loss provisions of the CARES Act to be
approximately $2.0 million, an estimated refund of taxes paid in prior years of
approximately $1.7 million and the carryback provides an additional refund of
approximately $3.6 million related to Alternative Minimum Tax.
The investment tax credits and production tax credits to which the Company may
be entitled fluctuate from year to year based on the cost of the renewable
energy plants the Company places or expects to place in service and production
levels at Company owned facilities in the respective year. As part of the Tax
Extender and Disaster Relief Act of 2019, signed into law December 20, 2019
Section 179D was extended through December 31, 2020.
Net Income and Earnings Per Share
Net income attributable to common shareholders increased $11.1 million, or
125.5%, to $20.0 million for the three months ended September 30, 2020 compared
to $8.9 million for the same period of 2019. Net income attributable to common
shareholders increased $8.3 million, or 37.5%, to $30.6 million for the nine
months ended September 30, 2020 compared to $22.2 million for the same period of
2019.
Basic earnings per share for the three months ended September 30, 2020 was
$0.42, an increase of $0.23 per share compared to the same period of 2019.
Diluted earnings per share for the three months ended September 30, 2020 was
$0.41, an increase of $0.22 per share, compare to the same period of 2019. Basic
earnings per share for the nine months ended September 30, 2020 was $0.64 an
increase of $0.16 per share compared to the same period of 2019. Diluted
earnings per share for the nine months ended September 30, 2020 was $0.62, an
increase of $0.15 per share, compared to the same period of 2019.
Business Segment Analysis
We report results under ASC 280, Segment Reporting. Our reportable segments for
the three and nine months ended September 30, 2020 are U.S. Regions, U.S.
Federal, Canada and Non-Solar Distributed Generation ("DG"). Our U.S. Regions,
U.S. Federal and Canada segments offer energy efficiency products and services,
which 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 solutions and services, which include
the construction of small-scale plants that we own or develop for customers that
produce electricity, gas, heat or cooling from renewable sources of energy; and
O&M services. For our energy efficiency projects, we typically enter into energy
savings performance contracts ("ESPCs"), under which we agree to develop,
design, engineer and construct a project and also commit that the project will
satisfy agreed upon performance standards that vary from project to project.
When we are not providing a commitment to the customer for long-term performance
standards, we may refer to the project as "Design-Build." Our Non-Solar DG
segment sells electricity, processed renewable gas fuel, heat or cooling,
produced from renewable sources of energy, other than solar, and generated by
small-scale plants that we own; and O&M services for customer-owned small-scale
plants. The "All Other" category offers enterprise energy management services,
consulting services and integrated-PV. These segments do not include results of
other activities, such as corporate operating expenses not specifically
allocated to the segments.
U.S. Regions
                                       Three Months Ended September 30,
                               2020               2019         $ Change      % Change
Revenues                $     92,944           $  84,079      $  8,865         10.5  %
Income before taxes     $      7,225           $   3,350      $  3,875        115.7  %

                                       Nine Months Ended September 30,
                               2020               2019         $ Change      % Change
Revenues                $    266,373           $ 227,896      $ 38,477         16.9  %
Income before taxes     $     15,960           $   5,530      $ 10,430        188.6  %


Revenues for our U.S. Regions segment increased $8.9 million, or 10.5%, to $92.9
million for the three months ended September 30, 2020 compared to the same
period of 2019. Revenues for our U.S. Regions segment increased $38.5 million,
or 16.9%, to $266.4 million for the nine months ended September 30, 2020
compared to the same period of 2019 primarily due to an increase in project
revenues attributable to timing of revenue recognized as a result of the phase
of active projects versus the prior year and an increase in revenue from the
growth of our energy assets in operation.
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Income before taxes for our U.S. Regions segment increased $3.9 million, or
115.7%, to $7.2 million for the three months ended September 30, 2020 compared
to a $3.4 million for the same period of 2019 primarily due to a decrease in
operating expenses attributed to lower salary and benefit costs of $2.2 million
resulting from lower headcount and higher utilization, partially offset by lower
profit margin attributed to a higher mix of lower margin project revenues.
Income before taxes for our U.S. Regions segment increased $10.4 million, or
188.6%, to $16.0 million for the nine months ended September 30, 2020 compared
to $5.5 million for the same period of 2019 primarily due to the increase in
revenues described above and a decrease in operating expenses attributed to
lower salary and benefit costs of $5.2 million resulting from lower headcount
and higher utilization.
U.S. Federal
                                               Three Months Ended September 30,
                                       2020              2019         $ Change       % Change
        Revenues                $    118,303          $  71,258      $  47,045         66.0  %
        Income before taxes     $     16,121          $  10,967      $   5,154         47.0  %

                                               Nine Months Ended September 30,
                                       2020              2019         $ Change       % Change
        Revenues                $    271,539          $ 169,337      $ 102,202         60.4  %
        Income before taxes     $     33,162          $  26,631      $   6,531         24.5  %


Revenues for our U.S. Federal segment increased $47.0 million, or 66.0%, to
$118.3 million for the three months ended September 30, 2020 compared to the
same period of 2019. Revenues for our U.S. Federal segment increased $102.2
million, or 60.4%, to $271.5 million for the nine months ended September 30,
2020 compared to the same period of 2019. The increase in revenues for the three
and nine months ended September 30, 2020 were primarily due to an increase in
project revenue attributable to the timing of revenue recognized as a result of
the phase of active projects compared to the prior year.
Income before taxes for our U.S. Federal segment increased $5.2 million, or
47.0%, to $16.1 million for three months ended September 30, 2020 compared to
$11.0 million for the same period of 2019, which relates to the increase in
revenues described above and a decrease in project development costs of $0.5
million. Income before taxes for our U.S. Federal segment increased $6.5
million, or 24.5%, to $33.2 million for nine months ended September 30, 2020
compared to $26.6 million for the same period of 2019 due to the increase in
revenues described above, a decrease in salaries and benefits of $0.8 million
resulting from increased utilization and a decrease project development costs of
$0.7 million, partially offset by an increase in interest expense of $0.8
million.
Canada
                                               Three Months Ended September 30,
                                        2020               2019        $ Change      % Change
        Revenues                $    12,263             $ 12,665      $   (402)        (3.2) %
        Income before taxes     $       446             $  1,577      $ (1,131)       (71.7) %

                                               Nine Months Ended September 30,
                                        2020               2019        $ Change      % Change
        Revenues                $    32,690             $ 27,696      $  4,994         18.0  %
        Income before taxes     $       741             $  1,529      $   (788)       (51.5) %


Revenues for our Canada segment decreased to $12.3 million for the three months
ended September 30, 2020 compared to $12.7 million the same period of 2019.
Revenues for our Canada segment increased to $32.7 million for the nine months
ended September 30, 2020 compared to $27.7 million the same period of 2019. The
decrease for the three months ended September 30, 2020 was primarily due to a
decrease in our other revenue. The increase in revenues for the nine months
ended September 30, 2020 was primarily due to an increase in project revenues
related to the progression of certain active projects and an increase in revenue
from the growth of our energy assets in operation.
Income before taxes for our Canada segment decreased $1.1 million for the three
months ended September 30, 2020 to $0.4 million compared to a $1.6 million for
the same period of 2019. The decrease is due primarily to the decrease in
revenue
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described above and an increase in interest expense of $0.8 million, partially
offset by a decrease in salaries and benefits of $0.1 million. Income before
taxes for our Canada segment decreased by $0.8 million for the nine months ended
September 30, 2020 to $0.7 million compared to $1.5 million for the same period
of 2019. The decrease is primarily due to lower profit margin attributed to a
higher mix of lower margin project revenues and an increase in interest expense
of $0.8 million.
Non-Solar DG
                                               Three Months Ended September 30,
                                        2020                2019        $ Change      % Change
       Revenues                $     28,251              $ 21,875      $  6,376         29.1  %
       Income before taxes     $      2,391              $    977      $  1,414        144.7  %

                                               Nine Months Ended September 30,
                                        2020                2019        $ Change      % Change
       Revenues                $     74,104              $ 66,370      $  7,734         11.7  %
       Income before taxes     $      6,964              $  5,758      $  1,206         20.9  %


Revenues for our Non-Solar DG segment increased $6.4 million, or 29.1%, to $28.3
million for the three months ended September 30, 2020 compared to the same
period of 2019 primarily due to an increase in project revenues related to the
progression of certain active projects. Revenues for our Non-Solar DG segment
increased $7.7 million, or 11.7%, to $74.1 million for the nine months ended
September 30, 2020 compared to the same period of 2019, primarily due to an
increase in project revenues related to the progression of certain active
projects.
Income before taxes for our Non-Solar DG segment increased $1.4 million, or
144.7%, to $2.4 million for the three months ended September 30, 2020 compared
to the same period of 2019 primarily due to the increase in revenues described
above partially offset by an impairment charge of $1.0 million recorded during
the quarter related to one of our landfill gas to energy assets. Income before
taxes for our Non-Solar DG segment increased $1.2 million, or 20.9%, to $7.0
million for the nine months ended September 30, 2020 compared to the same period
of 2019 primarily due to the increase in revenues described above.
All Other & Unallocated Corporate Activity
                                                Three Months Ended September 30,
                                        2020               2019         $ Change      % Change
Revenues                         $     30,746           $  22,149      $  8,597         38.8  %
Income before taxes              $      3,967           $     881      $  3,086        350.3  %
Unallocated corporate activity   $     (9,361)          $  (8,482)     $   (879)       (10.4) %

                                                Nine Months Ended September 30,
                                        2020               2019         $ Change      % Change
Revenues                         $     73,250           $  69,022      $  4,228          6.1  %
Income before taxes              $      7,035           $   7,592      $  

(557) (7.3) % Unallocated corporate activity $ (30,104) $ (25,331) $ (4,773) (18.8) %




Revenues for our All Other segment increased $8.6 million, or 38.8%, to $30.7
million for the three months ended September 30, 2020 compared to the same
period of 2019. Revenues for our All Other segment increased $4.2 million, or
6.1%, to $73.3 million for the nine months ended September 30, 2020 compared to
the same period of 2019. The increase in revenues for the three and nine months
ended September 30, 2020 were primarily due to an increase in project revenues
related to the progression of certain active projects partially offset by a
decrease in our integrated-PV revenues, which is a result of weakened sales to
our oil and gas customers.
Income before taxes for our All Other segment increased $3.1 million, or 350.3%,
to $4.0 million for the three months ended September 30, 2020 compared to the
same period of 2019 primarily due to lower operating expenses attributed to
lower salary and benefit costs of $0.5 million, lower project development costs
of $0.5 million and the recovery of a previously reserved customer receivable of
$1.2 million. Income before taxes for our All Other segment decreased $0.6
million, or 7.3%, to $7.0 million for the nine months ended September 30, 2020
compared to the same period of 2019 due to the increase in revenues described
above
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offset by a mix of revenue from projects with lower gross margins and a gain of
$2.2 million recognized on the deconsolidation of a variable interest entity
during the first quarter of 2019.
Unallocated corporate activity includes all corporate level selling, general and
administrative expenses and other expenses not allocated to the segments. We do
not allocate any indirect expenses to the segments.
Liquidity and Capital Resources
Sources of Liquidity
Since inception, we have funded operations primarily through cash flow from
operations, advances from Federal ESPC projects and various forms of debt. We
believe that the cash and cash equivalents and availability under our revolving
senior secured credit facility, combined with our access to credit markets, will
be sufficient to fund our operations through the next twelve months and
thereafter. See Note 2 of the audited consolidated financial statements for the
year ended December 31, 2019, and notes thereto, included in the Company's
Annual Report.
We believe we have sufficient liquidity to satisfy our cash needs, however, we
continue to evaluate and take action, as necessary, to preserve adequate
liquidity and ensure that our business can continue to operate during these
uncertain times. This includes limiting discretionary spending across the
organization and re-prioritizing our capital projects amid the COVID-19
pandemic.
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and
Economic Security Act ("CARES Act") which includes modifications to the
limitation on business interest expense and net operating loss provisions, and
provides a payment delay of employer payroll taxes during 2020 after the date of
enactment. We estimate the payment of approximately $5 million of employer
payroll taxes otherwise due in 2020 will be delayed with 50% due by December 31,
2021 and the remaining 50% by December 31, 2022. The CARES Act permits net
operating losses from the 2018, 2019, and 2020 tax years to be carried back to
the previous five tax years (beginning with the earliest year first). We
estimate the discrete benefit associated with the net operating loss provisions
of the CARES Act to be approximately $2,000, an estimated refund of taxes paid
in prior years of approximately $1,700 and the carryback provides an additional
refund of approximately $3,600 related to Alternative Minimum Tax credits.
Proceeds from our Federal ESPC projects are generally received through
agreements to sell the ESPC receivables related to certain ESPC contracts to
third-party investors. We use the advances from the investors under these
agreements to finance the projects. Until recourse to us ceases for the ESPC
receivables transferred to the investor, upon final acceptance of the work by
the government customer, we are the primary obligor for financing received. The
transfers of receivables under these agreements do not qualify for sales
accounting until final customer acceptance of the work, so the advances from the
investors are not classified as operating cash flows. Cash draws that we receive
under these ESPC agreements are recorded as financing cash inflows. The use of
the cash received under these arrangements to pay project costs is classified as
operating cash flows. Due to the manner in which the ESPC contracts with the
third-party investors are structured, our reported operating cash flows are
materially impacted by the fact that operating cash flows only reflect the ESPC
contract expenditure outflows and do not reflect any inflows from the
corresponding contract revenues. Upon acceptance of the project by the federal
customer the ESPC receivable and corresponding ESPC liability are removed from
our condensed consolidated balance sheet as a non-cash settlement.
Our service offering also includes the development, construction and operation
of small-scale renewable energy plants. Small-scale renewable energy projects,
or energy assets, can either be developed for the portfolio of assets that we
own and operate or designed and built for customers. Expenditures related to
projects that we own are recorded as cash outflows from investing activities.
Expenditures related to projects that we build for customers are recorded as
cash outflows from operating activities as cost of revenues.
The amount of interest capitalized relating to construction financing during the
period of construction for the nine months ended September 30, 2020 and 2019 was
$2.9 million and $2.2 million, respectively.
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