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Ameresco, Inc.

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About this filing

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.

Jun 30, 2025 · Filed Aug 5, 2025

AMRC$21.61+12.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0001488139-25-000094

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0001488139-25-000136

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 106 previous paragraphs and 117 current paragraphs.

69 unchanged; 34 reworded; 7 added; 3 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 5 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Federal policies play an important role in our business and we benefit from regulatory measures and various clean energy tax incentives, including those implemented under the Inflation Reduction Act (the “IRA”). These credits were modified by the One Big Beautiful Bill Act (the “OBBB”), which was enacted on July 4, 2025.

Current report

Among other provisions, the OBBB introduces new timing requirements for solar-only projects seeking eligibility for Investment Tax Credits (the “ITC”) under Section 48 of the Internal Revenue Code (the “Code”). To qualify, such projects must commence construction by July 4, 2026, and be placed in service by December 31, 2027. The OBBB also phases down ITCs for energy storage projects beginning in 2034, with a complete phase-out by 2036. Additionally, it increases the requirements for the domestic content bonus credit and introduces new compliance obligations under the Foreign Entity of Concern (“FEOC”) provisions for solar and energy storage projects beginning construction in 2026. On July 7, 2025, the President issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days regarding the “beginning of construction” criteria applicable to clean energy projects and mandating implementation of the FEOC restrictions under the OBBB.

Current report

These legislative and regulatory developments may adversely impact our eligibility for certain tax credits, the attractiveness of our solar and energy storage system offerings, and overall demand for our products. If we are unable to meet the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which may adversely affect our revenue, gross margins, business operations and competitive position.

Current report

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended June 30, 2025 increased from 2024 primarily due to increases in payroll and related benefits and restructuring charges and professional fees, partially offset by lower miscellaneous other charges.

Current report

•Revenues: total revenues for the six months ended June 30, 2025 increased over 2024 primarily due to a $ 75 million, or 14%, increase in our project revenues attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, and a $23.0 million, or 24% increase in energy asset revenue resulting from the continued growth of our operating portfolio.

Current report

•Renewable Fuels: revenues decreased during the three months ended June 30, 2025 primarily due to decreased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs, partially offset by increased energy asset revenues resulting from the continued growth of our operating portfolio. The increased revenues during the six months ended June 30, 2025 is primarily due to an increase in energy asset revenues resulting from the continued growth of our operating portfolio and increased production levels partially offset by lower project revenue.

Current report

We also paid off our October 2012, Term Loan in the amount of $31.1 million, partially with $8.3 million in proceeds from our new $12.2 million May 2025, Term Loan and the remainder from working capital.
Removed paragraphs (3)

Previous report

Federal policies play an important role in our business and our business benefits from regulatory measures and various tax credits, such as the Investment Tax Credit (“ITC”) and the Production Tax Credit (“PTC”) and funds appropriated through the IRA and thee Infrastructure Investment and Jobs Act (“IIJA”). The scope of these tax credits and the availability of funding through the IRA and IIJA may evolve with the new U.S. administration. Recent presidential executive orders that directed a review and potential termination of funds appropriated through the IRA and the IIJA have adversely impacted some of our projects. We also anticipate that federal workforce reductions and other cost savings initiatives may cause additional delays, extend our sales cycles and impact new award activity. However, we continue to believe there is a long-term demand for our budget neutral, cost-saving solutions.

Previous report

•Renewable Fuels: the increase is primarily due to an increase in energy asset revenues resulting from the continued growth of our operating portfolio and increased production levels partially offset by lower pricing on renewable identification numbers (“RIN’s”) generated from our renewable natural gas facilities.

Previous report

•U.S. Federal: the decrease for the three-month period is primarily due to the decreased revenues noted above, higher interest expenses, net and losses on derivatives versus gains in the prior period.
Reworded paragraphs (34)

Previous wording

We continue to monitor the impact of global economic conditions on our operations, financial results, and liquidity, such as the impact of tariffs, supply chain challenges, the wars in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. Import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, restrict the global supply of, and raise prices for, supplies needed for our business. In addition, tariffs and trade restrictions that have been introduced any may be introduced as part of the 'America First' trade policy may further increase the cost of components needed for our offerings and may strain trade relations, create inflationary pressures and cause additional supply chain disruptions. The impact to our future operations and results of operations as a result of these global trends remains uncertain and the challenges we face, including increases in costs for logistics and supply chains, intermittent supplier delays, and shortages of certain components needed for our business, such as electrical equipment, steel and aluminum as well as BESS equipment or components required for our projects and clean energy solutions may continue or become more pronounced.

Current wording

We continue to monitor the impact of global economic conditions on our operations, financial results, and liquidity, such as the impact of tariffs, supply chain challenges, the wars in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. Import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, restrict the global supply of, and raise prices for, supplies needed for our business. In addition, tariffs and trade restrictions that have been introduced and may be introduced as part of the 'America First' trade policy may further increase the cost of components needed for our offerings and may strain trade relations, create inflationary pressures and cause additional supply chain disruptions. The impact to our future operations and results of operations as a result of these global trends remains uncertain and the challenges we face, including increases in costs for logistics and supply chains, intermittent supplier delays, and shortages of certain components needed for our business, such as electrical equipment, steel and aluminum as well as BESS equipment or components required for our projects and clean energy solutions may continue or become more pronounced.

Previous wording

During the three months ended March 31, 2025, we continued to face supply chain disruptions and varying levels of inflation driven by macroeconomic conditions. This caused some delays in the timely delivery of material to customer sites and in the timely completion of certain project and increased shipping, transportation, component and labor costs, negatively impacting our results of operations during the three months ended March 31, 2025. We expect these challenges will persist and they may intensify. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions.

Current wording

During the six months ended June 30, 2025, we continued to face supply chain disruptions and varying levels of inflation driven by macroeconomic conditions. This caused some delays in the timely delivery of material to customer sites and in the timely completion of certain projects and increased shipping, transportation, component and labor costs, negatively impacting our results of operations during the six months ended June 30, 2025. We expect these challenges will persist and they may intensify. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions.

Previous wording

Global emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency. The sustainability efforts are impacted by regulations, and changes in the regulatory climate may impact the demand for our products and offerings. See “Our business depends in part on federal, state, provincial and local government support or the imposition of additional taxes, tariffs, duties, or other assessments on renewable energy or the equipment necessary to generate or deliver it, for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2024 Form 10-K.

Current wording

Global emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency.

Previous wording

In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (“the SCE Agreement”). The engineering, procurement and construction price is approximately $892.0 million in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work. 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”). On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out of three battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting both an offset of liquidated damages which are still in dispute and $3 million that SCE withheld for additional work SCE required. Upon final acceptance of these two projects, we will invoice SCE for the remaining final acceptance milestone payments for these projects. The SCE projects continue to progress, and we expect them to be finalized this year.

Current wording

In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (the “SCE Agreement”). The engineering, procurement and construction price is approximately $892.0 million in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work. 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”). On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out of three battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting both an offset of liquidated damages which are still in dispute and $3 million that SCE withheld for additional work SCE required. Upon final acceptance of these two projects, we will invoice SCE for the remaining final acceptance milestone payments for these projects. We have provided SCE notice for substantial completion of the third project and are in discussions with SCE to reach agreement on the achievement of this milestone. We continue to expect all three projects to be finalized this year.

Previous wording

The August 2024 agreement with SCE also 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. If we fail to come to an agreement with SCE about the applicability and scope of force majeure relief and liquidated damages, we may be required to pay liquidated damages up to an aggregate maximum of $89 million and may not be able to recover costs associated with the force majeure events.

Current wording

The August 2024 agreement with SCE 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. If we fail to come to an agreement with SCE about the applicability and scope of force majeure relief and liquidated damages, we may be required to pay liquidated damages up to an aggregate maximum of $89 million and may not be able to recover costs associated with the force majeure events.

Previous wording

During the three months ended March 31, 2025, we granted 88,000 common stock options and 74,160 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $25.7 million at March 31, 2025, compared to $28.0 million at December 31, 2024, and is expected to be recognized over a weighted-average period of three years. See Note 16 “Stock-based Compensation” for additional information.

Current wording

During the six months ended June 30, 2025, we granted 1,388,000 common stock options and 136,770 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $27.7 million at June 30, 2025, compared to $28.0 million at December 31, 2024, and is expected to be recognized over a weighted-average period of three years. See Note 16 “Stock-based Compensation” for additional information.

Previous wording

Assets in development, which represents the potential design/build project value of renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.3 billion and $2.6 billion, net of amount attributable to a non-controlling interest at March 31, 2025 and 2024, respectively. This is another important metric because it helps us gauge our future capital expenditure needs and develop-and-sell opportunities as well as our capacity to generate electricity or deliver renewable gas fuel, which contributes to our recurring revenue stream.

Current wording

Assets in development, which represents the potential design/build project value of renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.25 billion and $2.34 billion, net of amount attributable to a non-controlling interest at June 30, 2025 and 2024, respectively. This is another important metric because it helps us gauge our future capital expenditure needs and develop-and-sell opportunities as well as our capacity to generate electricity or deliver renewable gas fuel, which contributes to our recurring revenue stream.

Previous wording

The following tables set forth certain financial data from the condensed consolidated statements of loss for the periods indicated:

Current wording

The following tables set forth certain financial data from the condensed consolidated statements of income (loss) for the periods indicated:

Previous wording

•Revenues: total revenues for the three months ended March 31, 2025 increased over 2024 primarily due to a $47.2 million, or 23%, increase in our project revenues attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.

Current wording

•Revenues: total revenues for the three months ended June 30, 2025 increased over 2024 primarily due to a $27.3 million, or 8%, increase in our project revenues attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, and a $9.5 million, or 18% increase in energy asset revenue resulting from the continued growth of our operating portfolio.

Previous wording

•Other Expenses, Net: Other expenses, net for the three months ended March 31, 2025 increased over 2024 primarily due to higher interest expenses, net of $4.2 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates and losses from derivatives transactions of $1.3 million compared to gains last year of $2.4 million, partially offset by gains from foreign currency transactions of $1.5 million and increased government incentives of $2.4 million.

Current wording

•Other Expenses, Net: Other expenses, net for the three months ended June 30, 2025 decreased over 2024 primarily due to increased gains from derivatives transactions of $2.7 million and gains from foreign currency transactions of $3.0 million compared to losses of $0.5 million last year, partially offset by higher interest expenses, net of $5.1 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates.

Previous wording

•Income Tax Expense: the provision for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. We expect the effective tax rate benefit will be lower in 2025 as compared to 2024 primarily due to decreased investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025 that are fixed over higher income, offset by state taxes and the effects of foreign earnings.

Current wording

•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. We expect the effective tax rate benefit will be lower in 2025 as compared to 2024 primarily due to higher profit over fixed tax benefits, including lower investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025 and lower Section 179D Energy Efficient Building deduction, offset by the effects of foreign earnings.

Previous wording

•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues decreased due largely to a higher mix of lower-margin projects, primarily due to our continued growth in Europe.

Current wording

•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues remained stable.

Previous wording

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended March 31, 2025 decreased from 2024 primarily due to an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024, partially offset by increases in professional fees and project development.

Current wording

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the six months ended June 30, 2025 increased from 2024 primarily due to increases in payroll and related benefits, restructuring charges and professional fees, partially offset by lower other miscellaneous charges and an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.

Previous wording

•Net Loss and Earnings Per Share: Net loss decreased due to the reasons described above. The net loss attributable to non-controlling interests and redeemable non-controlling interests is lower this year compared to the prior year. Basic and diluted earnings per share for the three months ended March 31, 2025 was $(0.10), a decrease of $0.04 per share compared to the same period of 2024.

Current wording

•Net Earnings Per Share: Net income increased due to the reasons described above. This year there is net income attributable to non-controlling interests and redeemable non-controlling interests compared to a loss in the prior year. Basic and diluted earnings per share for the six months ended June 30, 2025 were $0.14, an increase of $0.10 per share compared to the same period of 2024.

Previous wording

Our reportable segments three months ended March 31, 2025 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 17 “Business Segment Information” for additional information about our segments.

Current wording

Our reportable segments three and six months ended June 30, 2025 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 17 “Business Segment Information” for additional information about our segments.

Previous wording

All financial result comparisons made below relate to the three-month period and are against the same prior year period unless otherwise noted.

Current wording

All financial result comparisons made below relate to the three and six-month period and are against the same prior year period unless otherwise noted.

Previous wording

•North America Regions: revenues increased primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.

Current wording

•North America Regions: revenues increased during the three months ended June 30, 2025 primarily due to increased energy assets revenue resulting from the continued growth of our operating portfolio, higher O&M and consulting revenue, partially offset by decreased project revenues. The increased revenues during the six months ended June 30, 2025 is primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects and higher energy asset revenue.

Previous wording

•North America Regions: the increase is primarily due to the increased revenues noted above, increased government incentives of $2.4 million, partially offset by higher interest expenses, net and losses on derivatives versus gains in the prior period.

Current wording

•North America Regions: the increase is primarily due to the increased revenues noted above, increased gains on derivatives, partially offset by higher interest expenses, net.

Previous wording

•Renewable Fuels: the decrease is primarily due to higher interest expenses and losses on derivatives, partially offset by the increased revenues noted above.

Current wording

•Renewable Fuels: the decrease is primarily due to higher interest expenses and increased depreciation expense.

Previous wording

•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. Corporate activity decreased for the three-month period is primarily due to an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024, increased gains from foreign currency transactions, partially offset by higher interest expenses, net.

Current wording

•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. Corporate activity decreased primarily due to foreign currency transaction gains this year versus losses last year and an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024, partially offset by higher interest expenses, net.

Previous wording

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$2.3 million in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180.0 million and $13.0 million were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.

Current wording

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 June 30, 2025, the interest rates were 6.85% and 7.48% per annum for the term loan and revolving credit facility, respectively. At closing we paid$2.3 million in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180.0 million and $13.0 million were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.

Previous wording

As of March 31, 2025, the balance on the senior secured term loans was $98.8 million, the balance on the senior secured revolving credit facility was $78.0 million, and we had funds available of $24.6 million.

Current wording

As of June 30, 2025, the balance on the senior secured term loans was $97.5 million, the balance on the senior secured revolving credit facility was $103.0 million, and we had funds available of $9.8 million.

Previous wording

On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of$78.0 millionto 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 $67.7 million with the remainder to be issued on June 30, 2025. The agreement also includes a 20-year term$300.0 million 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.

Current wording

On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of$78.0 millionto 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 $67.7 million and the remaining balance of $10.3 million was issued on June 27, 2025. The agreement also includes a 20-year term$300.0 million private shelf facility as well as the ability to issue series B notes on or before December 31, 2025. As part of this transaction, we signed a tax credit transfer agreement for the investment tax credits associated with the BESS asset. Upon the asset achieving commercial operations, we will receive payment for the ITC transfer and a$30.0 million prepayment on the note purchase agreement will berequired.

Previous wording

During the three months ended March 31, 2025, we drew an additional $90.0 million on our August 2023 Construction Credit Facility.

Current wording

During the six months ended June 30, 2025, we drew an additional $138.7 million and paid down $60.2 million on our August 2023 Construction Credit Facility. The Powin bankruptcy triggered a default under this facility, requiring us to move the project associated with the battery payment deposits we made to Powin out of this facility. We subsequently received a waiver effective July 31, 2025 of this default as well as of a default of certain lien provisions under the facility.

Previous wording

During the three months ended March 31, 2025, we sold and leased back two energy assets for $9.5 million in cash proceeds under our master sale-leaseback agreements.

Current wording

During the six months ended June 30, 2025, we sold and leased back five energy assets for $18.9 million in cash proceeds under our master sale-leaseback agreements. During the three months ended June 30, 2025, we were default of certain lien provisions of this agreement. On June 30, 2025, we received a waiver of this default.

Previous wording

We have arrangements with certain third-parties to provide advances to us during the construction or installation of projects for certain customers, typically federal governmental entities, in exchange for our assignment to the lenders of our rights to the long-term receivables arising from the ESPCs related to such projects. These financings totaled $567.6 million as of March 31, 2025. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the contract with our customer, and the liability remains on our condensed consolidated balance sheets until the completed project is accepted by the customer.

Current wording

We have arrangements with certain third-parties to provide advances to us during the construction or installation of projects for certain customers, typically federal governmental entities, in exchange for our assignment to the lenders of our rights to the long-term receivables arising from the ESPCs related to such projects. These financings totaled $550.6 million as of June 30, 2025. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the contract with our customer, and the liability remains on our condensed consolidated balance sheets until the completed project is accepted by the customer.

Previous wording

We are the primary obligor for financing received, but only until final acceptance of the work by the customer. At this point recourse to us ceases and the ESPC receivables are transferred to the investor. 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 received under these ESPC agreements were $29.7 million during the three months ended March 31, 2025, and are recorded as financing cash inflows. The use of the cash received under these arrangements is to pay project costs classified as operating cash flows and totaled $17.9 million during the three months ended March 31, 2025. 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 sheets as a non-cash settlement.

Current wording

We are the primary obligor for financing received, but only until final acceptance of the work by the customer. At this point recourse to us ceases and the ESPC receivables are transferred to the investor. 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 received under these ESPC agreements were $35.4 million during the six months ended June 30, 2025, and are recorded as financing cash inflows. The use of the cash received under these arrangements is to pay project costs classified as operating cash flows and totaled $36.7 million during the six months ended June 30, 2025. 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 sheets as a non-cash settlement.

Previous wording

Our cash flows from operating activities during the three months ended March 31, 2025 decreased over the same period last year primarily due to increases in cash outflows of $111.8 million in accounts payable, accrued expenses and other current liabilities and $17.8 million in prepaid expenses and other current assets, partially offset by increases in cash inflows of $49.8 million in unbilled revenue (costs and estimated earnings in excess of billings) due to the timing of when certain projects are invoiced when compared to the prior year period and $29.8 million in accounts receivable.

Current wording

Our cash flows from operating activities during the six months ended June 30, 2025 decreased over the same period last year primarily due to increases in cash outflows of $156.9 million in accounts payable, accrued expenses and other current liabilities, $39.8 million in deferred revenue, and $41.9 million in prepaid expenses and other current assets, partially offset by increases in cash inflows of $46.3 million in unbilled revenue (costs and estimated earnings in excess of billings) due to the timing of when certain projects are invoiced when compared to the prior year period and $6.8 million in accounts receivable.

Previous wording

During the three months ended March 31, 2025 we made capital investments of $107.9 million in new energy assets and $6.0 million in major maintenance of energy assets compared to $105.6 million and $5.4 million, respectively, in 2024.

Current wording

During the six months ended June 30, 2025 we made capital investments of $208.1 million in new energy assets and $10.1 million in major maintenance of energy assets compared to $227.4 million and $10.5 million, respectively, in 2024.

Previous wording

We currently plan to invest approximately $200 million to $250 million in additional capital expenditures during the remainder of 2025, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt.

Current wording

We currently plan to invest approximately $150 million to $200 million in additional capital expenditures during the remainder of 2025, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt.

Previous wording

Our primary sources of financing for the three months ended March 31, 2025 were proceeds from energy asset financings of $112.6 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $33.3 million, partially offset by payments on long-term debt and debt fees of $76.7 million, and net payments on our senior secured revolving credit facility of $57.0 million.

Current wording

Our primary sources of financing for the six months ended June 30, 2025 were proceeds from energy asset financings of $290.2 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $35.2 million, partially offset by payments on long-term debt and debt fees of $176.5 million, and net payments on our senior secured revolving credit facility of $32.0 million.

Previous wording

Our primary sources of financing for the three months ended March 31, 2024 were proceeds from energy asset financings of $89.3 million, contributions from a non-controlling interest of $28.9 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $24.3 million, net proceeds from our senior secured revolving credit facility of $20.1 million, partially offset by payments on long-term debt and debt fees of $55.8 million, and payments on seller’s promissory note of $29.4 million.

Current wording

Our primary sources of financing for the six months ended June 30, 2024 were proceeds from energy asset financings of $259.3 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $125.4 million, net proceeds from our senior secured revolving credit facility of $34.9 million, contributions from a non-controlling interest of $30.8 million, partially offset by payments on long-term debt and debt fees of $213.0 million, and payments on seller’s promissory note of $29.4 million.

Previous wording

We currently plan additional project financings of approximately $250 million to $300 million during the remainder of 2025 to fund the construction or the acquisition of new renewable energy plants as discussed above.

Current wording

We currently plan additional project financings of approximately $100 million to $150 million during the remainder of 2025 to fund the construction or the acquisition of new renewable energy plants as discussed above.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

See “Our business depends in part on federal, state, provincial and local government support or the imposition of additional taxes, tariffs, duties, or other assessments on renewable energy or the equipment necessary to generate or deliver it, for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2024 Form 10-K.

Current report — wording carried from elsewhere

•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio.

Current report — wording carried from elsewhere

•Net Earnings Per Share: Net income increased due to the reasons described above. Basic and diluted earnings per share for the three months ended June 30, 2025 were $0.24, an increase of $0.14 per share compared to the same period of 2024.

Current report — wording carried from elsewhere

Our results of operations for the six months ended June 30, 2025 are due to the following:

Current report — wording carried from elsewhere

•Other Expenses, Net: Other expenses, net for the six months ended June 30, 2025 increased over 2024 primarily due to higher interest expenses, net of $9.3 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates, partially offset by gains from foreign currency transactions of $4.4 million compared to losses of $1.7 million last year.

Current report — wording carried from elsewhere

•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. We expect the effective tax rate benefit will be lower in 2025 as compared to 2024 primarily due to higher profit over fixed tax benefits, including lower investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025 and lower Section 179D Energy Efficient Building deduction, offset by the effects of foreign earnings.

Current report — wording carried from elsewhere

•U.S. Federal: the decrease is primarily due to the lower revenues noted above.