FALSE
0001488139
0001488139
2024-08-30
2024-08-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30, 2024
Ameresco, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-34811 04-3512838
(State or Other Juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
111 Speen Street, Suite 410, Framingham, MA 1701
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(
508
)
661-2200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share AMRC New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1033 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
-------------------------------------------------------------------------------
Item 8.01 Other Events.
On August 30, 2024 Ameresco, Inc. (the "Company") reached an agreement
("Agreement") with Southern California Edison Company ("SCE") on the
substantial completion of two of the three battery energy storage system
("BESS") projects the Company has been designing and building for SCE. The
design and build of the projects are subject to the Company's Engineering,
Procurement, Construction and Maintenance Agreement dated as of October 21,
2021 with SCE. As previously disclosed, due to supply chain delays, weather
and other events, the Company was unable to complete the projects by the
guaranteed completion date of August 1, 2022 and made related force majeure
claims. In late 2022, SCE also instructed Ameresco to adjust the completion of
the sites into 2023.
Pursuant to the Agreement, SCE agreed to the substantial completion of two of
the three BESS projects and agreed to pay approximately $110 million in
substantial completion milestone payments within seven days from the
Agreement. The milestone payments reflect SCE's set-off of liquidated damages
that are still in dispute as well as approximately $3M for additional work SCE
requires. Upon final acceptance of these two projects, the Company will
invoice SCE for the remaining final acceptance milestone payments for these
projects.
The Agreement also confirms that the final resolution related to Ameresco's
obligation to pay the liquidated damages withheld and the applicability and
scope of any force majeure relief as well as cost recovery Ameresco may be
entitled to remain subject to dispute. Ameresco is continuing discussions with
SCE on these matters and its view continues to be that liquidated damages
should not be applied.
Commissioning and testing activities continue on the third BESS project, which
was significantly impacted by the heavy rainfall in California in 2023. This
last site is expected to reach substantial completion in the fourth quarter of
2024 at which time substantial milestone payments for the project would be
invoiced.
On September 3, 2024, the Company issued a press release announcing the
agreement related to the substantial completion of two of the three SCE BESS
projects. A copy of the press release is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
The information in Item 8.01 of this Current Report on Form 8-K, including
Exhibit 99.1 attached hereto, is intended to be furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Forward Looking Statements
Any statements in this current report about the timing, completion and
invoicing of the SCE projects and our expectations related to our agreement
with SCE including the impact of delays and any requirement to pay liquidated
damages, and other statements containing the words "projects," "believes,"
"anticipates," "plans," "expects," "will" and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward looking statements as a result of various important
factors, including: demand for our energy efficiency and renewable energy
solutions; the timing of, and ability to, enter into contracts for awarded
projects on the terms proposed or at all; the timing of work we do on projects
where we recognize revenue on a percentage of completion basis; the ability to
perform under signed contracts without delay and in accordance with their
terms and related liquidated and other damages we may be subject to; the
fiscal health of the government and the risk of government shutdowns; our
ability to complete and operate our projects on a profitable basis and as
committed to our customers; our cash flows from operations and our ability to
arrange financing to fund our operations and projects; our customers' ability
to finance their projects and credit risk from our customers; our ability to
comply with covenants in our existing debt agreements; the impact of
macroeconomic challenges, weather related events and climate change on our
business; our reliance on third parties for our construction and installation
work; availability and cost of labor and equipment particularly given global
supply chain challenges and global trade conflicts; global supply chain
challenges, component shortages and inflationary pressures; changes in
federal, state and local government policies and programs related to energy
efficiency and renewable energy; the ability of customers to cancel or defer
contracts included in our backlog; the output and performance of our energy
plants and energy projects; cybersecurity incidents and breaches; regulatory
and other risks inherent to constructing and operating energy assets; the
effects of our acquisitions and joint ventures; seasonality in construction
and in demand for our products and services; a customer's decision to delay
our work on, or other risks involved with, a particular project; the addition
of new customers or the loss of existing customers; market price of our Class
A Common stock prevailing from time to time; the nature of other investment
opportunities presented to our Company from time to time; risks related to our
international operation and
-------------------------------------------------------------------------------
international growth strategy; and other factors discussed in our most recent
Annual Report on Form 10-K and our quarterly reports on Form 10-Q. The
forward-looking statements included in this press release represent our views
as of the date of this current report. We anticipate that subsequent events
and developments will cause our views to change. However, while we may elect
to update these forward-looking statements at some point in the future, we
specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing our views as of any date
subsequent to the date of this current report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed on the Exhibit Index immediately preceding such exhibits
are furnished as part of this Current Report on Form 8-K
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated
Septembe
r 3
, 2024
-------------------------------------------------------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERESCO, INC.
September 3, 2024 By: /s/ Mark A Chiplock
Mark A Chiplock
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
Exhibit 99.1
Ameresco and Southern California Edison Reach Agreement on Substantial
Completion Milestone for Two Battery Energy Storage Projects
FRAMINGHAM, MASSACHUSETTS
-
September 3, 2024
-
Ameresco, Inc.
, (NYSE: AMRC), a leading cleantech integrator specializing in energy
efficiency and renewable energy, today announced that it has reached an
agreement with Southern California Edison Company (SCE) on the substantial
completion of two out of three battery energy storage system projects. SCE
will pay approximately $110 million within seven days for the milestone
completion, reflecting a set-off of liquidated damages which are still in
dispute and additional work costs. Final acceptance payments will follow upon
project completion. The third project is expected to reach substantial
completion in Q4 2024.
To learn more about the energy efficiency and renewable energy solutions
offered by Ameresco, visit www.ameresco.com.
Contacts:
Media Relations Leila Dillon, 508.661.2264, news@ameresco.com
Investor Relations Eric Prouty, Advisiry Partners, 212.750.5800, eric.prouty@adv
isiry.com
Lynn Morgen, Advisiry Partners, 212.750.5800, lynn.morgen@advisiry.com
About Ameresco, Inc.
Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading cleantech integrator
and renewable energy asset developer, owner and operator. Our comprehensive
portfolio includes solutions that help customers reduce costs, decarbonize to
net zero, and build energy resiliency while leveraging smart, connected
technologies. From implementing energy efficiency and infrastructure upgrades
to developing, constructing, and operating distributed energy resources - we
are a trusted sustainability partner. Ameresco has successfully completed
energy saving, environmentally responsible projects with Federal, state and
local governments, utilities, healthcare and educational institutions, housing
authorities, and commercial and industrial customers. With its corporate
headquarters in Framingham, MA, Ameresco has more than 1,500 employees
providing local expertise in North America and Europe. For more information,
visit www.ameresco.com.
Forward Looking Statements
Any statements in this press release about the timing, completion and
invoicing of the SCE projects and our expectations related to our agreement
with SCE including the impact of delays and any requirement to pay liquidated
damages, and other statements containing the words "projects," "believes,"
"anticipates," "plans," "expects," "will" and similar expressions, constitute
forward-looking
-------------------------------------------------------------------------------
statements within the meaning of The Private Securities Litigation Reform Act
of 1995. Actual results may differ materially from those indicated by such
forward looking statements as a result of various important factors,
including: demand for our energy efficiency and renewable energy solutions;
the timing of, and ability to, enter into contracts for awarded projects on
the terms proposed or at all; the timing of work we do on projects where we
recognize revenue on a percentage of completion basis; the ability to perform
under signed contracts without delay and in accordance with their terms and
related liquidated and other damages we may be subject to; the fiscal health
of the government and the risk of government shutdowns; our ability to
complete and operate our projects on a profitable basis and as committed to
our customers; our cash flows from operations and our ability to arrange
financing to fund our operations and projects; our customers' ability to
finance their projects and credit risk from our customers; our ability to
comply with covenants in our existing debt agreements; the impact of
macroeconomic challenges, weather related events and climate change on our
business; our reliance on third parties for our construction and installation
work; availability and cost of labor and equipment particularly given global
supply chain challenges and global trade conflicts; global supply chain
challenges, component shortages and inflationary pressures; changes in
federal, state and local government policies and programs related to energy
efficiency and renewable energy; the ability of customers to cancel or defer
contracts included in our backlog; the output and performance of our energy
plants and energy projects; cybersecurity incidents and breaches; regulatory
and other risks inherent to constructing and operating energy assets; the
effects of our acquisitions and joint ventures; seasonality in construction
and in demand for our products and services; a customer's decision to delay
our work on, or other risks involved with, a particular project; the addition
of new customers or the loss of existing customers; market price of our Class
A Common stock prevailing from time to time; the nature of other investment
opportunities presented to our Company from time to time; risks related to our
international operation and international growth strategy; and other factors
discussed in our most recent Annual Report on Form 10-K and our quarterly
reports on Form 10-Q. The forward-looking statements included in this press
release represent our views as of the date of this press release. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date of this press release.
{graphic omitted}
{graphic omitted}