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Table of Contents
<br />AMERESCO, INC.
<br />NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<br />(In thousands, except per share amounts)
<br />On August 24, 2023, we entered into amendment number three to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw
<br />term loan A, such that after paying $55,000 in connection with the amendment in August 2023, $45,000 was due November 15, 2023, and the remaining principal amount was
<br />due December 15, 2023. The amendment also increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 4.25 for the quarter ending September 30,
<br />2023, and 3.50 thereafter.
<br />On December 11, 2023, we entered into amendment number four to the fifth amended and restated senior secured credit facility to extend the maturity date of the delayed draw
<br />term loan A where $10,000 was due and paid on both January 31, 2024 and February 14, 2024, and an additional $ 0,000 payment due is on March 31, 2024. The remaining
<br />principal amount of $35,000 is due on April 15, 2024. There is also an additiona10.125% fee on the delayed draw term loan A, with $81 due on January 31, 2024, $69 due on
<br />February 29, 2024, and $56 due on March 31, 2024. The overall rate table for all loans under the current agreement was also increased b30.25%. The amendment also increased
<br />the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 3.75 for the quarter ending December 31, 2023, and3.50 thereafter. We made principal payments
<br />on the delayed draw term loan A totaling $155,000 during the year ended December 31, 2023.
<br />The amendment also added a covenant that requires Ameresco to use commercially reasonable efforts assuming normal market conditions to raise and, by April 15, 2024, close
<br />on a minimum of $100,000 equity or subordinated debt financing if the Cathode site under the Southern California Edison ("SCE") contract does not achieve substantial
<br />completion by January 31, 2024, which was not achieved. Net proceeds from such financing would be required to be used to repay outstanding amounts on the senior secured
<br />credit facility.
<br />The revolving credit facility may be increased up to an additional $100,000 in increments of at least $25,000 at the approval of lenders, subject to certain conditions. Up to
<br />$20,000 of the revolving credit facility may be borrowed in Canadian dollars, Euros, or pounds sterling. We are the sole borrower under the credit facility. The obligations
<br />under the credit facility are guaranteed by certain of our direct and indirect wholly owned domestic subsidiaries and are secured by a pledge of all of Ameresco's and such
<br />subsidiary guarantors' assets, other than the equity interests of certain subsidiaries and assets held in non -core subsidiaries (as defined in the agreement).
<br />The table below sets forth amounts outstanding under the senior credit facility:
<br />Term loan A
<br />Delayed draw term loan A
<br />Revolving credit facility
<br />Total senior secured credit facility outstanding
<br />Less: unamortized debt discount and debt issuance costs
<br />Total senior secured credit facility outstanding, net
<br />Rate as of December 31, As of December 31,
<br />2023
<br />2023 2022
<br />8.70 % $
<br />75,000
<br />$ 75,000
<br />8.70 % $
<br />65,000
<br />$ 220,000
<br />9.54 % $
<br />139,900
<br />$ 182,900
<br />$
<br />279,900
<br />$ 477,900
<br />$
<br />(884)
<br />$ (1,562)
<br />$
<br />279,016
<br />$ 476,338
<br />As of December 31, 2023, funds of $37,489 were available for borrowing under the revolving credit facility and we had $12,868 in letters of credit outstanding. We expect to
<br />use the remaining funds available under the credit facility for general corporate purposes, including permitted acquisitions, refinancing of existing indebtedness and working
<br />capital.
<br />The interest rate for borrowings under the credit facility is based on (i) each term loan shall bear interest at the term SOFR for such interest period plus the applicable rate for
<br />such facility; (ii) each base rate loan shall bear interest at a rate per annum equal to the base rate plus the applicable rate; (iii) each alternative currency daily rate loan shall bear
<br />at a rate per annum equal to the alternative currency daily rate plus the applicable rate; (iv) each alternative currency term rate loan shall bear interest at a rate per annum equal
<br />to the alternative currency term rate for such interest period plus the applicable rate; and (v) each swingline loan shall bear interest at a rate per annum equal to the base rate plus
<br />the applicable rate.
<br />The revolving credit facility does not require amortization of principal. The term loan requires quarterly principal payments of $1,250 beginning in the first quarter of 2024, with
<br />the balance due at maturity. All borrowings may be paid before maturity in whole or in part at our option without penalty or premium, other than reimbursement of any
<br />breakage and deployment costs in the case of LIBOR borrowings.
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