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Ameresco Inc

For the period ended Mar 31, 2025. Filed May 6, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 6, 2025

AMRC$22.45+3.9%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

  1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States (“GAAP”) of the results for the periods indicated.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of results which may be expected for the full year. The December 31, 2024 consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, included in our annual report on Form 10-K(“2024 Form 10-K”) filed with the Securities and Exchange Commission on February 28, 2025.

Reclassification and Rounding

Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the condensed consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Significant Risks and Uncertainties

Global factors have continued to result in global supply chain disruptions.

We have considered the impact of general global economic conditions on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors including supply chain disruptions, varying levels of inflation, payments of outstanding receivable amounts beyond normal payment terms, workforce disruptions, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which macroeconomic conditions may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the general global economic conditions on our business is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time.

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2024 Form 10-K. We have included certain updates to those policies below.

Accounts Receivable and Allowance for Credit Losses

Changes in the allowance for credit losses are as follows:

Three Months Ended March 31,
20252024
Allowance for credit losses, beginning of period$845$903
Charges to costs and expenses, net91
Account write-offs and other(6)(6)
Allowance for credit losses, end of period$848$898

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of other receivables, deferred project costs, and other short-term prepaid expenditures that will be expensed within one year.

Prepaid expenses and other current assets comprised of the following:

March 31, 2025December 31, 2024
Other receivables$98,717$16,336
Deferred project costs130,071117,573
Prepaid expenses13,50511,997
Prepaid expenses and other current assets$242,293$145,906

Other receivables include $71,783, which represents the fair value of the portion of investment tax credits that we expect to sell within the next year.

Recent Accounting Pronouncements

Business Combinations— Joint Venture Formations

In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We adopted this new accounting standard effective January 1, 2025 and the adoption did not have a material impact on our condensed consolidated financial statements.

Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our annual condensed consolidated financial statements.

Codification Improvements—Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, to remove references to various FASB Concepts Statements based on suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. We adopted this accounting standard as of January 1, 2025 and the adoption did not have a material impact on our condensed consolidated financial statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to modify the effective date previously stated in ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that adopting ASU 2024-03 would have on our condensed consolidated financial statements and will adhere to the clarified effective date in ASU 2025-01 if implementation is necessary.

  1. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Our reportable segments for the three months ended March 31, 2025 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2025:

North America RegionsU.S. FederalRenewable FuelsEuropeAll OtherTotal
Project revenue$148,953$6,038$4,063$92,407$—$251,461
O&M revenue8,45613,7302,015645—24,846
Energy assets18,9705,35732,097269—56,693
Other1,881122—3,33614,49019,829
Total revenues$178,260$25,247$38,175$96,657$14,490$352,829

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended March 31, 2024:

North America RegionsU.S. FederalRenewable FuelsEuropeAll OtherTotal
Project revenue$116,211$43,479$3,163$41,424$7$204,284
O&M revenue6,93315,2782,377747—25,335
Energy assets13,7541,92927,300171—43,154
Other1,387204191,78022,24325,633
Total revenues$138,285$60,890$32,859$44,122$22,250$298,406

The following table presents information related to our revenue recognized over time:

Three Months Ended March 31,
20252024
Percentage of revenue recognized over time95%94%

The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized.

We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area:

Three Months Ended March 31,
20252024
United States$232,613$239,099
Canada23,55115,180
Europe96,66544,127
Total revenues$352,829$298,406

Contract Balances

The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers:

March 31, 2025December 31, 2024
Accounts receivable, net$226,656$256,961
Accounts receivable retainage, net45,27639,843
Contract Assets:
Unbilled revenue$559,049$644,105
Contract Liabilities:
Deferred revenue$91,219$91,734
Deferred revenue, non-current (1)31,90429,885
Total contract liabilities$123,123$121,619
March 31, 2024December 31, 2023
Accounts receivable, net$146,836$153,362
Accounts receivable retainage, net32,15833,826
Contract Assets:
Unbilled revenue$652,428$636,163
Contract Liabilities:
Deferred revenue$61,267$52,903
Deferred revenue, non-current (1)19,88318,393
Total contract liabilities$81,150$71,296
(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.

The decrease in contract assets for the three months ended March 31, 2025 was primarily due to billings of $320,530, offset by revenue recognized of $225,443, as well as reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the three months ended March 31, 2025, we recognized revenue of $98,936 and billed $75,835 to customers that had balances which were included in contract liabilities at December 31, 2024.

The increase in contract assets for the three months ended March 31, 2024 was primarily due to billings of $210,475 offset by revenue recognized of $203,216. Contract assets are also affected by reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the three months ended March 31, 2024, we recognized revenue of $60,748 and billed $46,306 to customers that had balances which were included in the beginning balance of contract liabilities.

Performance Obligations

Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At March 31, 2025, we had contracted backlog of $3,968,172 of which approximately 31% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 27 years.

Deferred Project Costs

Deferred project costs include costs incurred on active projects which will be reclassified either to contract assets or energy assets, as applicable, once a change order or other project resolution is finalized.

Project Development Costs

Project development costs of $4,436 and $3,120 were recognized in our condensed consolidated statements of loss on projects that converted to customer contracts during the three months ended March 31, 2025 and 2024, respectively.

No impairment charges in connection with our project development costs were recorded during the three or three months ended March 31, 2025 and 2024.

  1. BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS

We account for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each acquisition is allocated to the assets based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired, which is calculated using level 3 inputs per the fair value hierarchy as defined in Note 11, is recorded as goodwill. Intangible assets, if identified, are also recorded. See Note 5 for additional information.

ASA Controls, Inc.

On January 24, 2025, we entered into an asset purchase agreement to acquire ASA Controls, Inc., an Ohio-based energy services company that specializes as a regional controls contractor and systems integrator within the smart buildings sector. As of March 31, 2025, we paid $3,972 in cash. There isno contingent consideration related to this acquisition. We recorded goodwill and intangible assets in connection with this acquisition. See Note 5. The historical and pro-forma effects of this acquisition on our operations, contribution to revenue, and net income for the three months ended March 31, 2025 were not material.

  1. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying value of goodwill balances by reportable segment were as follows:

North America Regions · U.S. Federal · Europe · Other · Total
Carrying Value of Goodwill
Balance, December 31, 2024$38,949$3,981$12,539$10,836$66,305
Goodwill acquired during the period1,565—1,565
Currency effects4463—467
Balance, March 31, 2025$40,518$3,981$13,002$10,836$68,337

Definite-lived intangible assets, net consisted of the following:

As of March 31, 2025As of December 31, 2024
Gross carrying amount$35,13933,960
Less - accumulated amortization(25,970)(25,146)
Intangible assets, net$9,169$8,814

The table below sets forth amortization expense:

Three Months Ended March 31,
Asset typeLocation20252024
All other intangible assetsSelling, general and administrative expenses$525$539
  1. ENERGY ASSETS, NET

Energy assets, net consisted of the following:

March 31, 2025December 31, 2024
Energy assets (1)$2,402,348$2,338,680
Less - accumulated depreciation and amortization(447,068)(423,369)
Energy assets, net$1,955,280$1,915,311
(1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Excludes energy assets held for sale. See section below and Note 19 for additional information.

Depreciation and Amortization Expense

The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant and ITC amortization:

Three Months Ended March 31,
Location20252024
Cost of revenues (2)$22,842$17,124
(2) Includes depreciation and amortization on financing lease assets (see Note 7).

Capitalized Interest

The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net:

Three Months Ended March 31,
20252024
Capitalized interest$8,110$14,872

The following tables set forth information related to our ARO assets and ARO liabilities:

LocationMarch 31, 2025December 31, 2024
ARO assets, netEnergy assets, net$5,073$4,414
ARO liabilities, non-currentOther liabilities$6,980$6,136
Three Months Ended March 31,
20252024
Depreciation expense of ARO assets$75$44
Accretion expense of ARO liabilities$108$66
  1. LEASES

The table below sets forth supplemental condensed consolidated balance sheet information related to our leases:

March 31, 2025December 31, 2024
Operating Leases:
Right-of-use (“ROU”) assets$78,380$80,149
Current portions of operating lease liabilities$9,592$10,536
Long-term portions of operating lease liabilities57,75259,479
Total operating lease liabilities$67,344$70,015
Weighted-average remaining lease term18 years19 years
Weighted-average discount rate6.6%6.6%
Financing Leases:
Energy assets$24,632$25,158
Current portions of financing lease liabilities$842$637
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs12,02812,267
Total financing lease liabilities$12,870$12,904
Weighted-average remaining lease term12 years12 years
Weighted-average discount rate12.01%12.03%

The costs related to our leases were as follows:

Three Months Ended March 31,
20252024
Operating Leases:
Operating lease costs$3,323$3,056
Financing Leases:
Amortization expense526526
Interest on lease liabilities372392
Total lease costs$4,221$3,974

Supplemental cash flow information related to our leases was as follows:

Three Months Ended March 31,
20252024
Cash paid for amounts included in the measurement of operating lease liabilities$4,668$4,932
ROU assets obtained in exchange for new operating lease liabilities (1)$871$12,736
(1) Includes non-monetary lease transactions of $0 and $10,378 in 2025 and 2024, respectively. See disclosure below for additional information.

The table below sets forth our future lease obligations under our leases:

Operating Leases · Financing Leases
Year ended December 31,
2025$10,137$1,852
20269,9382,054
20278,7591,922
20287,3561,955
20295,4851,892
Thereafter72,34314,042
Total lease payments114,01823,717
Less: interest46,67410,847
Present value of lease liabilities$67,344$12,870

We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or ROU liability. The estimated net present value of this commitment totals $40,335 as of March 31, 2025. We will provide IKCPs over athirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and liability will be recorded, which we estimate to be in 2025.

Non-monetary Lease Transactions

We havesix lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration are based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments.

Financing Leases

Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements was $57 for each of the three months ended March 31, 2025 and 2024.

  1. DEBT AND FINANCING LEASE LIABILITIES

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

March 31, 2025December 31, 2024
Senior secured corporate revolving credit facility (1)$78,000$135,000
Senior secured corporate term loans98,75013,000
Second lien corporate term loan100,000100,000
Energy asset construction facilities (2)416,459339,209
Energy asset operating facilities (2)657,206674,704
Other financing facilities (3)395,924399,370
Financing lease liabilities (4)12,87012,904
Total debt and financing lease liabilities1,759,2091,674,187
Less: current maturities149,298149,363
Less: unamortized discount and debt issuance costs42,43840,924
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs$1,567,473$1,483,900
(1) At March 31, 2025, funds of $24,649 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 Corporate Credit Facility

On January 23, 2025, we refinanced our term loan and revolving credit facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the group of lenders thereto. The interest rate for borrowings is based on, at our option, either the Base Rate plus a margin of 0.75% to 1.75%, depending on our core leverage ratio; or the Term SOFR plus a margin of 1.75% to 2.75%, depending on our core leverage ratio. A commitment fee of between 0.25% and 0.375%, depending on our core leverage ratio, is payable quarterly on the undrawn portion of the revolver. As of March 31, 2025, the interest rates were 6.85% and 6.99% per annum for the term loan and revolving credit facility, respectively. At closing we paid$2,345 in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180,000 and $13,000 were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.

The Restated Credit Agreement replaced and extended Ameresco's existing credit agreement dated March 4, 2022, and subsequently amended (the “Original Credit Agreement”). The Restated Credit Agreement refinanced the credit facilities under the Original Credit Agreement and replaced it with the following facilities:

a $225,000 revolving credit facility, maturing on December 28, 2028, and

a $100,000 term loan, maturing on December 28, 2028

The revolver may be increased by up to an additional$100,000 at Ameresco's option if lenders are willing to provide such increased commitments, subject to certain conditions.

Additional terms of the Restated Credit Agreement are as follows:

the term loan requires quarterly principal payments of $1,250 starting March 31, 2025, with the balance due at maturity

the revolving credit facility requires payment at maturity

a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0

a total funded debt to EBITDA of less than 3.5 to 1.0

April 2025 Senior Secured Notes,6.72%, due September 30, 2045 and Term Shelf Note

On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of$78,000 to finance a battery energy storage asset in development, with a maturity date of September 30, 2045, and a fixed interest rate of 6.72% per annum. Gross proceeds from the initial issuance on April 30, 2025 were $67,708 with the remainder to be issued on June 30, 2025. The agreement also includes a 20-year term$300,000 private shelf facility. As part of this transaction the company also signed a tax credit transfer agreement for the investment tax credits associated with the battery asset upon the battery achieving commercial operation.

August 2023, Construction Credit Facility,8.33%, due December 15, 2027

During the three months ended March 31, 2025, we drew an additional $90,010 and at March 31, 2025, $375,566 was outstanding under this facility, net of unamortized debt discount and issuance costs.

June 2020, Construction Credit Facility,6.08%, due March 2026

During the three months ended March 31, 2025, we entered into an amendment to extend this revolver, and the current maturity date is March 2026.

During the three months ended March 31, 2025, there were no additional draw downs and as of March 31, 2025, $20,696 was outstanding and $79,304 was available for borrowing.

Other Financing Facilities

These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities.

August 2018 Master Sale-leaseback

We enter into amendments to our August 2018 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the three months ended March 31, 2025, we entered into an amended and restated participation agreement which extended the participation date from March 31, 2025 to March 31, 2026.

We sold and leased backtwo energy assets for $9,486 in cash proceeds under this facility during the three months ended March 31, 2025.

December 2020 Master Sale-leaseback

We enter into amendments to our December 2020 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of March 31, 2025, we were in default under this agreement as we had failed to satisfy the historical coverage ratio under this agreement. On May 5, 2025, we received a waiver of this default.

  1. INCOME TAXES

We recorded aprovisionfor income taxes of $1,188 for thethree months ended March 31, 2025 and $0 for thethree months ended March 31, 2024.

The effective tax rate benefitwas 26.9% for thethree months ended March 31, 2025, compared to the effective tax rate provisionof 0.0% for thethree months ended March 31, 2024. The principal reasons for the higher effective rate benefit for 2025 are primarily due to the effects of foreign earnings, non-controlling interests, and increased energy incentives and tax credits.

  1. COMMITMENTS AND CONTINGENCIES

From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral.

Legal Proceedings

We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. While the ultimate amount of liability incurred in any of these matters is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these claims and legal proceedings cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For any other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our matters and update our accruals, disclosures and estimates of reasonably possible loss based on such reviews. While the outcome of any of these matters cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations.

In October 2021, we entered into a contract with SCE to design and build three grid scale battery energy storage system (“BESS”) at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 megawatt (“MW”) (“the SCE Agreement”). As previously disclosed, due to supply chain delays, weather, and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”) and made related force majeure claims. In late 2022, SCE also instructed us to adjust the completion of the sites into 2023. Under the SCE Agreement, a failure to reach the Guaranteed Completion Date could, under certain circumstances, result in liquidated damages up to a maximum amount of $89 million being applied. On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out ofthree battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting a set-off of liquidated damages for these two projects. The agreement confirmed that the final resolution related to our obligation to pay the liquidated damages withheld and the applicability and scope of any force majeure relief as well as any cost recovery we may be entitled to remain subject to dispute. We are continuing discussions with SCE on these matters and our view continues to be that liquidated damages should not be applied. It is at least reasonably possible we may incur an obligation to pay liquidated damages up to the maximum amount.

Commitments as a Result of Acquisitions

In December 2021, we completed our acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over afive-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out was approximately $1,614 at December 31, 2024. As of March 31, 2025, the EBITDA targets and maximum cumulative earn-out were achieved, so the fair value of the remaining contingent consideration increased by $71 to $1,685 and is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. See Note 11 for additional information.

  1. FAIR VALUE MEASUREMENT

We recognize our financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:

Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets.

Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis:

Fair Value as of
LevelMarch 31, 2025December 31, 2024
Assets:
Interest rate swap instruments2$3,642$5,096
Liabilities:
Interest rate swap instruments2$99$—
Make-whole provisions215,98315,574
Contingent consideration31,6851,614
Total liabilities$17,767$17,188

The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:

Fair Value as of
March 31, 2025December 31, 2024
Contingent consideration liability balance at the beginning of period$1,614$1,465
Changes in fair value included in earnings71149
Contingent consideration liability balance at the end of period$1,685$1,614

The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:

As of March 31, 2025As of December 31, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Long-term debt (Level 2)$1,707,998$1,703,901$1,618,208$1,620,359

The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the three months ended March 31, 2025 and the year ended December 31, 2024.

We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There wereno assets recorded at fair value on a non-recurring basis as of March 31, 2025 or December 31, 2024.

  1. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following table presents information about the fair value amounts of our cash flow derivative instruments:

Derivatives as of
March 31, 2025 · December 31, 2024
Balance Sheet LocationFair ValueFair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contractsOther assets$930$1,556
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contractsOther assets$2,712$3,540
Interest rate swap contractsOther liabilities$99$—
Make-whole provisionsOther liabilities$15,983$15,574

The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of loss and condensed consolidated statements of comprehensive loss:

Amount of (Gain) Loss Recognized in Net Loss
Location of (Gain) Loss Recognized in Net Loss · Three Months Ended March 31,
2025 · 2024
Derivatives Designated as Hedging Instruments:
Interest rate swap contractsOther expenses, net$(107)$(276)
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contractsOther expenses, net$927$(1,102)
Make-whole provisionsOther expenses, net$408$(1,257)

The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments:

Three Months Ended March 31, 2025
Derivatives Designated as Hedging Instruments:
Accumulated gain in AOCI at the beginning of the period$1,140
Unrealized loss recognized in AOCI(395)
Gain reclassified from AOCI to other expenses, net(107)
Loss on derivatives(502)
Accumulated gain in AOCI at the end of the period$638

The following tables present all of our active derivative instruments as of March 31, 2025:

Active Interest Rate SwapsExpiration DateInitial Notional Amount ($)Status
11-Year, 5.77% FixedOctober 2029$9,200Designated
15-Year, 5.24% FixedJune 2033$10,000Designated
10-Year, 4.74% FixedDecember 2027$14,100Designated
8-Year, 3.49% FixedJune 2028$14,643Not Designated
8-Year, 3.49% FixedJune 2028$10,734Not Designated
13-Year, 0.72% FixedMarch 2033$9,505Not Designated
13-Year, 0.72% FixedMarch 2033$6,968Not Designated
17.75-Year, 3.16% FixedDecember 2040$14,084Designated
18-Year, 3.81% FixedJuly 2041$32,021Not Designated
Other DerivativesClassificationEffective DateExpiration DateFair Value ($)
Make-whole provisionsLiabilityJune/August 2018December 2038$492
Make-whole provisionsLiabilityAugust 2016April 2031$35
Make-whole provisionsLiabilityApril 2017February 2034$27
Make-whole provisionsLiabilityNovember 2020December 2027$14
Make-whole provisionsLiabilityOctober 2011May 2028$3
Make-whole provisionsLiabilityMay 2021April 2045$77
Make-whole provisionsLiabilityJuly 2021March 2046$2,218
Make-whole provisionsLiabilityJune 2022March 2042$852
Make-whole provisionsLiabilityMarch 2023December 2047$2,045
Make-whole provisionsLiabilityApril 2024June 2042$9,578
Make-whole provisionsLiabilityApril 2024June 2042$641
  1. VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

Variable Interest Entities

The table below presents a summary of amounts related to our consolidated investment funds and joint ventures, which we determined meet the definition of a variable interest entity (“VIE”), as of:

March 31, 2025 (1)December 31, 2024 (1)
Investment FundsOther VIEsTotal VIEsInvestment FundsOther VIEsTotal VIEs
Cash and cash equivalents$57$18,182$18,239$89$8,691$8,780
Accounts receivable, net—4,7954,795—14,60714,607
Unbilled revenue34832,15532,5032304,0404,270
Prepaid expenses and other current assets303,3703,400301,2931,323
Income taxes receivable—1,2031,203—672672
Project development costs, net—1,8241,824—5,7955,795
Total VIE current assets43561,52961,96434935,09835,447
Energy assets, net23,15582,814105,96923,53898,876122,414
Deferred income tax assets, net—2,5302,530———
Intangible assets, net————2020
Right-of-use assets, net468—468471—471
Other assets—103103—196196
Total VIE assets$24,058$146,976$171,034$24,358$134,190$158,548
Current portions of long-term debt and financing lease liabilities$—$13,473$13,473$—$—$—
Accounts payable2717,40117,428275,1405,167
Accrued expenses and other current liabilities3236439625577602
Current portions of operating lease liabilities13—1313—13
Deferred revenue—15,42815,428—10,06310,063
Income taxes payable—546546—526526
Total VIE current liabilities7247,21247,2846516,30616,371
Long-term operating lease liabilities, net of current portion487—487500—500
Total VIE liabilities$559$47,212$47,771$565$16,306$16,871
(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.

See Note 14 for additional information on the call and put options related to our investment funds.

Non-controlling Interests

Non-controlling interests represents the equity owned by the other joint venture members of consolidated joint ventures. On February 9, 2024, we entered into an agreement to sell a 40% interest in an energy asset, thus forming a joint venture, and we received $28,864 in cash. We also received additional contributions totaling $6,543 during the year ended December 31, 2024 and $2,863 during the three months ended March 31, 2025.

Equity and Cost Method Investments

Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets and our pro rata share of net income or loss is included in earnings from unconsolidated entities on the condensed consolidated statements of loss.

The following table provides information about our equity and cost method investments in joint ventures:

As of
March 31, 2025December 31, 2024
Equity and cost method investments$17,376$16,987
  1. REDEEMABLE NON-CONTROLLING INTERESTS

Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment funds also include rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option.

In December 2024 we finalized our purchase of the investor’s membership interests of two investment funds for $3,186 in cash and reclassified the remaining redeemable non-controlling interest balance of $37,269 to paid-in capital to reflect the additional contribution from us to our wholly-owned subsidiaries. Therefore, we hadone investment fund remaining as of March 31, 2025 and December 31, 2024.

We initially record our redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. At both March 31, 2025 and December 31, 2024, the remaining redeemable non-controlling interest was reported at its carrying values, as the carrying value at each reporting period was greater than the estimated redemption value.

  1. EARNINGS PER SHARE

Earnings Per Share

The following is a reconciliation of the numerator and denominator for the computation of basic and diluted loss per share:

Three Months Ended March 31,
(In thousands, except per share data)20252024
Numerator:
Net loss attributable to common shareholders$(5,483)$(2,937)
Adjustment for accretion of tax equity financing fees(27)(27)
Loss attributable to common shareholders$(5,510)$(2,964)
Denominator:
Basic weighted-average shares outstanding52,54452,289
Effect of dilutive securities: (1)
Stock options——
Diluted weighted-average shares outstanding52,54452,289
Net loss per share attributable to common shareholders:
Basic$(0.10)$(0.06)
Diluted$(0.10)$(0.06)
Potentially dilutive shares (1)2,9462,676
(1) Dilutive securities and potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.
  1. STOCK-BASED COMPENSATION

We recorded stock-based compensation expense, including expense related to our employee stock purchase plan, as follows:

Three Months Ended March 31,
20252024
Stock-based compensation expense$2,844$3,026

Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of loss. As of March 31, 2025, there was $25,711 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 3.0 years.

Stock Option and Restricted Stock Units (“RSUs”) Grants

During the three months ended March 31, 2025, we granted 88 common stock options to certain employees under our 2020 Stock Incentive Plan (“2020 Plan”), which have a contractual life often years and vest over afive-year period. We also granted awards of 74 RSUs to certain employees under our 2020 Plan. RSUs for directors cliff vest afterone year and RSUs for employees vest 25% everysix months fortwo years . We did not grant awards to individuals who were not either an employee or director of ours during the three months ended March 31, 2025 and 2024.

  1. BUSINESS SEGMENT INFORMATION

Our reportable segments are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

Our North America Regions, U.S. Federal, and Europe 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 Ameresco owns or develops for customers that produce electricity, gas, heat, or cooling from renewable sources of energy and O&M services.

Our Renewable Fuels 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. Our North America Regions segment also includes certain small-scale solar grid-tie plants developed for customers.

The “All Other” category offers consulting services and the sale of solar PV energy products and systems which we refer to as integrated-PV.

These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments.

Our Chief Executive Officer and President is our chief operating decision maker (“CODM”). The CODM is responsible for making operating decisions, allocating resources, and assessing performance of the business segments. The CODM uses the segments’ income before income taxes as the profitability measure in making these decisions.

The tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements:

North America Regions · U.S. Federal · Renewable Fuels · Europe · All Other · Corporate · Total
Revenues$178,260$25,247$38,175$96,657$14,490$352,829
Cost of revenues155,20417,80129,86187,84510,199300,910
Gross profit23,0567,4468,3148,8124,29151,919
Add:
Earnings from unconsolidated entities21——240——261
Less:
Selling, general and administrative expenses12,7092,7356844,9763,45913,92538,488
Loss on derivatives409554372———1,335
Interest expense, net of interest income3,6218438,074(35)—5,95118,454
Other (income) expenses(1,795)1781196771(859)(1,679)
Income (loss) before income taxes8,1333,136(935)3,434831(19,017)(4,418)
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)10,3564,8717,7005243045923,940
Amortization of debt discount & debt issuance costs (1)581178119——5731,451
(1) These amounts disclosed by reportable segment are included within the other segment expense captions.
North America Regions · U.S. Federal · Renewable Fuels · Europe · All Other · Corporate · Total
Revenues$138,285$60,890$32,859$44,122$22,250$298,406
Cost of revenues119,82150,87425,70840,36014,650251,413
Gross profit18,46410,0167,1513,7627,60046,993
Add:
Earnings from unconsolidated entities4551————555
Less:
Selling, general and administrative expenses11,7603,2264863,1975,15715,72939,555
Gain on derivatives(1,256)(795)(308)———(2,359)
Interest expense, net of interest income1,6977755,682917—5,16414,235
Other expenses6744115240121,2502,295
Income (loss) before income taxes5,5937,3571,176(592)2,431(22,143)(6,178)
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)8,0732,0167,19649659646118,838
Amortization of debt discount & debt issuance costs (1)4035115——459982
(1) These amounts disclosed by reportable segment are included within the other segment expense captions.

See Note 3 for additional information about our revenues by product line.

  1. OTHER EXPENSES, NET

The following table presents the components of other expenses, net:

Three Months Ended March 31,
20252024
Loss (gain) on derivatives$1,335$(2,359)
Interest expense, net of interest income18,45414,235
Amortization of debt discount and debt issuance costs1,451982
Foreign currency transaction (gain) loss(1,451)1,132
Government incentives & other (income) expense(1,679)181
Other expenses, net$18,110$14,171
  1. ASSETS HELD FOR SALE

As of March 31, 2025, we determined that there were three energy asset projects under construction that were considered to be assets held for sale, since these assets were being marketed for sale and all the criteria to be classified as held for sale under ASC 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets, had been met. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. The carrying value of these assets was $8,606, with liabilities directly associated with assets classified as held for sale of $546 as of March 31, 2025.

Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell.

The table below reflects the assets and liabilities associated with assets held for sale by segment:

March 31, 2025December 31, 2024
Balance Sheet LocationNorth America RegionsU.S. FederalTotalNorth America RegionsU.S. FederalTotal
Other assets$8,021$401$8,422$7,778$401$8,179
Right-of-use assets, net184—184193—193
Assets classified as held for sale$8,205$401$8,606$7,971$401$8,372
Accounts payable$262$—$262$482$—$482
Current portions of operating lease liabilities3—311—11
Deferred revenue60—6060—60
Long-term operating lease liabilities, net of current portion221—221218—218
Liabilities directly associated with assets classified as held for sale$546$—$546$771$—$771
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.