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Table of Contents
<br />Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
<br />None.
<br />Item 9A. Controls and Procedures
<br />Evaluation of Disclosure Controls and Procedures
<br />Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures,
<br />as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this annual report, or the evaluation date. Disclosure controls and
<br />procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,
<br />summarized and reported, within the time periods specified in the SEC's rules and forms. Our management recognizes that any controls and procedures, no matter how well
<br />designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost -benefit
<br />relationship of possible controls and procedures. Our management, after evaluating the effectiveness of our disclosure controls and procedures as of the evaluation date,
<br />concluded that as of the evaluation date, our disclosure controls and procedures were effective at the reasonable assurance level.
<br />Management's Annual Report on Internal Control over Financial Reporting
<br />Our management, with the participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control
<br />over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company's principal
<br />executive and principal financial officers and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of
<br />financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those
<br />policies and procedures that:
<br />• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets,
<br />• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
<br />and expenditures are being made only in accordance with authorizations of our management and directors, and
<br />• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on
<br />our financial statements.
<br />Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future
<br />periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
<br />deteriorate.
<br />Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria
<br />set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).
<br />Based on this assessment and those criteria, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.
<br />The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by RSM US LLP, an independent registered public accounting firm,
<br />as stated in their report, which appears under Item 8.
<br />Changes in Internal Control over Financial Reporting
<br />During the year ended December 31, 2022, we implemented a new Enterprise Resource Planning ("BRP") system. In connection with this ERP implementation, we updated and
<br />will continue to update our internal control over financial reporting, as necessary, to accommodate modifications to our business processes and accounting procedures. We do
<br />not believe this implementation has had or will have a material adverse effect on our internal control over financial reporting.
<br />During the year ended December 31, 2023, two leases commenced under lease agreements that contained in -kind consideration in the form of services. In connection with these
<br />complex lease agreements unique to Ameresco, we updated the design of existing lease controls to support modifications to our business processes and related accounting
<br />procedures.
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