Ameresco, Inc.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 4, 2025
AMRC$21.61+12.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001628280-25-048545
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 117 previous paragraphs and 120 current paragraphs.
76 unchanged; 38 reworded; 6 added; 2 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 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 (6)
Current report
On October 1, 2025, the U.S. government shut down due to the failure of the U.S. Congress to pass an appropriations bill, or any continuing resolutions to maintain funding at existing levels, for the U.S. government’s current fiscal year. While we have not experienced a notable slowdown in our government work even with the shutdown, a prolonged government shutdown could delay our ability to convert project awards into contracts and as such could have an adverse impact on our financial results. We continue to monitor the impacts of this shut down. The government shutdown has also delayed the government providing guidance regarding the “beginning of construction” criteria applicable to clean energy projects and final FEOC restrictions under the OBBB Act.
Current report
We believe the increasing demand for electricity, rising utility rates, and growing grid instability, are driving demand for our energy infrastructure and other solutions. This increased demand may increase the competition we face and we may also face an increased risk in completing larger more complex projects.
Current report
•SG&A: SG&A expenses for the nine months ended September 30, 2025 remained consistent compared to the prior year.
Current report
•North America Regions: the increase is primarily from our energy asset operations, resulting from the continued growth of our operating portfolio.
Current report
On May 27, 2025 we entered into an omnibus amendment as part of a tax credit transfer agreement for investment tax credits. The agreement required a$7,000 principal payment, which was made during thenine months ended September 30, 2025. On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. The amendment included advances of$25,500 related to an expansion project and$15,653 related to a true-up payment in connection to the removal of an IRR residual income requirement. Prior to this amendment, the loan bore interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% internal rate of return (“IRR”) on funds borrowed under the facility, or the facility discharge date. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. At September 30, 2025, $348,182 was outstanding under this facility, net of unamortized debt discount and issuance costs.
Current report
On October 31, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes and second lien notes of $34,356 and $15,129, with maturity dates of December 31, 2043 and September 30, 2040, and fixed interest rates of 5.71% and 7.40% per annum, respectively. At closing, we incurred $763 in lenders fees and debt issuance costs. The agreement also includes a 20-year term $80,000 private shelf facility.
Removed paragraphs (2)
Previous report
•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 report
•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.
Reworded paragraphs (38)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes related thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024 included in our Annual Report on Form 10-K (“2024 Form 10-K”) for the year ended December 31, 2024 filed on February 28, 2025 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward looking statements include statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth, the impact of changes in the U.S. administration and other characterizations of future events or circumstances. All statements, other than statements of historical fact, including statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to financing and acquisition activity; the impact of any restructuring; the uses of future earnings; our intention to repurchase shares of our Class A common stock; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the impact of supply chain disruptions, shortage and cost of materials and labor, and other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of any delays; the impact of a possible U.S. federal government shutdown; the U.S. Department of Commerce’s solar panel import investigation; the imposition of additional tariffs, and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and similar expressions or variations. These forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking st…
Excerpt shortened here; the source contains the full paragraph.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes related thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024 included in our Annual Report on Form 10-K (“2024 Form 10-K”) for the year ended December 31, 2024 filed on February 28, 2025 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward looking statements include statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth, the impact of changes in the U.S. administration and the federal shutdown and other characterizations of future events or circumstances. All statements, other than statements of historical fact, including statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to financing and acquisition activity; the impact of any restructuring; the uses of future earnings; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the impact of supply chain disruptions, shortage and cost of materials and labor, the impact of U.S. federal shutdowns and other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of any delays; the imposition of tariffs, and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and similar expressions or variations. These forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause or contribute to such differences include, but are not limited to, those discus…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
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 wording
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.
Previous 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.
Current wording
During the nine months ended September 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 nine months ended September 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
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.
Current wording
During the nine months ended September 30, 2025, we granted 1,416,000 common stock options and 136,770 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $23.9 million at September 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 $2.25 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.
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 $2.2 billion and $2.3 billion, net of amount attributable to a non-controlling interest at September 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 income (loss) for the periods indicated:
Current wording
The following tables set forth certain financial data from the condensed consolidated statements of income for the periods indicated:
Previous 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.
Current wording
•Revenues: total revenues for the three months ended September 30, 2025 increased over 2024 primarily due to a $24.6 million, or 6%, 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 $3.4 million, or 6% increase in energy asset revenue resulting from the continued growth of our operating portfolio.
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.
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 increased primarily due to a more favorable mix of higher-margin projects.
Previous wording
•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 wording
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended September 30, 2025 increased from 2024 primarily due to increases in professional fees and payroll and related benefits, partially offset by lower project development, travel and insurance expenses.
Previous 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.
Current wording
•Other Expenses, Net: Other expenses, net for the three months ended September 30, 2025 increased over 2024 primarily due to increase in loss from foreign currency transactions of $0.3 million compared to gains of $2.2 million last year and higher net interest expenses of $2.1 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates partially offset by decrease in losses from derivatives transactions of $2.9 million.
Previous 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.
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 the effects of lower Section 179D Energy Efficient Building deductions and effects of foreign earnings, offset by higher investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025.
Previous 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.
Current wording
•Net Earnings Per Share: Net income increased due to the reasons described above. Basic and diluted earnings per share for the three months ended September 30, 2025 were $0.35, an increase of $0.01 per share basic and $0.02 diluted compared to the same period of 2024.
Previous wording
Our results of operations for the six months ended June 30, 2025 are due to the following:
Current wording
Our results of operations for the nine months ended September 30, 2025 are due to the following:
Previous wording
•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 wording
•Revenues: total revenues for the nine months ended September 30, 2025 increased over 2024 primarily due to a $99.1 million, or 11%, 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 $26.4 million, or 17% increase in energy asset revenue resulting from the continued growth of our operating portfolio.
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 remained stable.
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 consistent.
Previous wording
•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 wording
•Other Expenses, Net: Other expenses, net for the nine months ended September 30, 2025 increased over 2024 primarily due to higher interest expenses, net of $11.4 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates, partially offset by increased gains from foreign currency transactions of $3.6 million compared to last year.
Previous 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.
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 the effects of lower Section 179D Energy Efficient Building deductions and effects of foreign earnings, offset by higher investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025.
Previous wording
•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 wording
•Net Earnings Per Share: Net income increased due to the reasons described above. Basic and diluted earnings per share for the nine months ended September 30, 2025 were $0.49, an increase of $0.12 per share compared to the same period of 2024.
Previous 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.
Current wording
Our reportable segments three and nine months ended September 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 and six-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 nine-month period and are against the same prior year period unless otherwise noted.
Previous 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.
Current wording
•North America Regions: revenues decreased versus the prior year primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, partially offset by increased energy assets revenue resulting from the continued growth of our operating portfolio, higher O&M and consulting revenue.
Previous wording
•U.S. Federal: the decrease in revenue versus the prior year is primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects and the reversal of previously recognized revenue as it was determined that the closing of a sale of a solar photovoltaic energy project was no longer probable.
Current wording
•U.S. Federal: the increase in revenue during the three months ended September 30, 2025 is primarily due to increased energy assets revenue resulting from the continued growth of our operating portfolio, partially offset by lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The decrease in revenue during the nine months ended September 30, 2025 is primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects and the reversal of previously recognized revenue as it was determined that the closing of a sale of a solar photovoltaic energy project was no longer probable, partially offset by increased energy assets revenue resulting from the continued growth of our operating portfolio.
Previous wording
•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 wording
•Renewable Fuels: revenues decreased during the three months ended September 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. The decreased revenues during the nine months ended September 30, 2025 is primarily due to lower project revenue partially offset by an increase in energy asset revenues resulting from the continued growth of our operating portfolio and increased production levels.
Previous wording
•Europe: 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 primarily related to increased activity under our joint venture in Greece compared to the prior period.
Current wording
•Europe: 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 primarily related to increased activity under our joint ventures in Greece and Romania compared to the prior period.
Previous wording
•U.S. Federal: the decrease is primarily due to the lower revenues noted above.
Current wording
•U.S. Federal: the increase during the three months ended September 30, 2025 is primarily due to higher earnings from unconsolidated entities and lower net interest compared to the prior period. The decrease during the nine months ended September 30, 2025 is primarily due to the lower revenues noted above, partially offset by lower net interest compared to the prior period.
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 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.
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 during the three months ended September 30, 2025 increased primarily due to higher interest expense and foreign currency transaction losses this year versus gains last year. During the nine months ended September 30, 2025 corporate activity increased primarily due to higher interest expense offset by higher foreign currency transaction gains this 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.
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 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.
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. 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. As of September 30, 2025, the interest rates were 7.06% and 7.71% per annum for the term loan and revolving credit facility, respectively.
Previous 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.
Current wording
As of September 30, 2025, the balance on the senior secured term loans was $96.3 million, the balance on the senior secured revolving credit facility was $110.0 million, and we had funds available of $26.6 million.
Previous 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.
Current wording
During the nine months ended September 30, 2025, we drew an additional $171.4 million, paid down $75.3 million, and at September 30, 2025, $408.5 million was outstanding under our August 2023 Construction Credit Facility, net of unamortized debt discount and issuance costs. 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. There were other administrative errors which resulted in defaults under this facility. We received the appropriate waivers for these defaults. In addition, we received a waiver to temporarily increase our maximum commitment of $400,000 to $415,000 until November 30, 2025.
Previous 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.
Current wording
During the nine months ended September 30, 2025, we sold and leased back eight energy assets for $28.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the nine months ended September 30, 2025, we were in default of certain lien provisions of this agreement. On June 30, 2025, we received a waiver of this default which is valid until December 31, 2025.
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 $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.
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 $499.1 million as of September 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 $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.
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 $82.0 million during the nine months ended September 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 $59.7 million during the nine months ended September 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 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.
Current wording
Our cash flows from operating activities during the nine months ended September 30, 2025 decreased over the same period last year primarily due to increases in cash outflows of $188.5 million in unbilled revenue due to the timing of when certain projects are invoiced compared to the prior year period, $40.3 million in deferred revenue, and $56.8 million in prepaid expenses and other current assets, partially offset by increases in cash inflows of $82.6 million in accounts receivable, $51.1 million in Federal ESPC receivable, and higher net income of $15.7 million.
Previous 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.
Current wording
During the nine months ended September 30, 2025 we made capital investments of $283.4 million in new energy assets and $16.6 million in major maintenance of energy assets compared to $341.8 million and $13.6 million, respectively, in 2024.
Previous 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.
Current wording
We currently plan to invest approximately $50 million to $100 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 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.
Current wording
Our primary sources of financing for the nine months ended September 30, 2025 were proceeds from energy asset financings of $367.3 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 $81.6 million, partially offset by payments on long-term debt and debt fees of $216.6 million, and net payments on our senior secured revolving credit facility of $25.0 million.
Previous 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.
Current wording
Our primary sources of financing for the nine months ended September 30, 2024 were proceeds from energy asset financings of $563.6 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 $134.6 million, contributions from a non-controlling interest of $33.8 million, partially offset by payments on long-term debt and debt fees of $451.7 million, net payments on our senior secured revolving credit facility of $33.4 million, and payments on seller’s promissory note of $41.9 million.
Previous 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.
Current wording
We currently plan additional project financings of approximately $50 million to $100 million during the remainder of 2025 to fund the construction or the acquisition of new renewable energy plants as discussed above.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
As of June 30, 2025, we were in default under our December 2020 Master Sale-leaseback 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.