Ameresco, Inc.
For the period ended Dec 31, 2025. Filed Mar 3, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 3, 2026
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-K
Period ended 2024-12-31; filed 2025-02-28.
0001488139-25-000018
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-03.
0001628280-26-013574
ITEM 7. 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 142 previous paragraphs and 157 current paragraphs.
78 unchanged; 50 reworded; 26 added; 13 removed; 1 previous and 3 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 (26)
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 OBBB.
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.
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
From October 1, 2025 to November 12, 2025, the U.S. government was shut down due to the failure of the U.S. Congress to take action to maintain funding at existing levels, for the U.S. government’s fiscal year. While we did not experience a notable slowdown in our government work even with the shutdown, any future government shutdown could delay our ability to convert project awards into contracts and as such could have an adverse impact on our financial results. 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. However, 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
•Revenue: total revenues increased primarily due to a $146.7 million, or 11%, increase in our project revenue attributed primarily to continued growth and expansion in our project business in Europe.
Current report
•Interest Expense and Interest Income, Net: increased primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Current report
•Europe: revenues increased primarily due to higher project revenue of $272.8 million, or 114%, resulting from the continued growth and expansion in our project business in Europe.
Current report
•U.S. Federal: the decrease is due primarily to the decreased revenues described above, offset by higher gross profit attributable to better execution primarily in our project line of business.
Current report
•Europe: the increase is primarily due to the continued growth and expansion in our project business, resulting in higher revenue as described above, offset partially by increased salaries and benefits, net, and project development costs and other professional fees.
Current report
Senior Secured Corporate Credit Facility
Current report
The restated credit amendment replaces and extends 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:
Current report
The revolver may be increased by up to an additional$100.0 million at Ameresco's option if lenders are willing to provide such increased commitments, subject to certain conditions.
Current report
Additional terms of the Restated Credit Agreement are as follows:
Current report
•the term loan requires quarterly principal payments of $1.3 million starting March 31, 2025, with the balance due at maturity
Current report
•the revolving credit facility requires payment at maturity
Current report
•a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0
Current report
•a total funded debt to EBITDA of less than 3.5 to 1.0
Current report
•October 2022 Financing Facility, 8.75%, due September 2040 - On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. This amendment included advances of $25.5 million related to an expansion project and $15.7 million related to a true-up payment in connection to the removal of an IRR residual income requirement. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. On February 3, 2026, a joinder agreement was executed with reference to the construction and development loan agreement, dated August 18, 2023, and two projects were moved under this October 2022 Financing Facility. At closing, we used proceeds of $97.8 million from the joinder to pay off the projects under the construction loan.
Current report
•April 2025 Senior Secured Notes, 6.72%, due September 30, 2045, December 2025 Senior Secured Notes, Series B, 6.55%, due September 30, 2045 and Series C, 6.38%, due December 31, 2046, and Term Shelf Note -We entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of $78.0 million 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 $67.7 million with the remaining $10.3 million 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 with a maturity date of September 30, 2045 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 during the year ended December 31, 2025, we received proceeds from the ITC transfer of $38.4 million and made a $30.0 million prepayment on the note purchase agreement.
Current report
On December 18, 2025, joinder agreements were executed with reference to the note purchase and private shelf agreement, dated April 30, 2025, and two new notes (Series B and C) were issued with proceeds of $21.3 million and $38.8 million, with maturity dates of September 30, 2045 and December 31, 2046, respectively. The notes bear interest at fixed rates of 6.55% and 6.38%, respectively, per annum and the interest is payable quarterly and commenced
Current report
December 18, 2025. At closing, we received proceeds from an ITC transfer of $23.2 million, and we used $62.1 million of the total proceeds to pay towards the April 2023 Construction Credit Facility.
Current report
•October 2025 Senior Secured First Lien Term Notes, 5.71%, due December 31, 2043, Second Lien Term Notes, 7.40%, due September 30, 2040 and Term Shelf Note -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 $34.4 million and $15.1 million, with maturity dates of December 31, 2043 and September 30, 2040, and fixed interest rates of 5.71% and 7.40% per annum, respectively. We used$46.1 million to pay towards the April 2023 Construction Credit Facility. The agreement also includes a P20Y-year term $80.0 million private shelf facility.
Current report
Other Financing Facilities and Financing Leases
Current report
The jurisdictional mix of our profit before tax has changed substantially from 17% in foreign locations in 2024 to 68% in foreign locations in 2025, primarily due to experiencing growth in Romania and Greece, offset by losses in the United Kingdom. This movement in the jurisdictional mix does not result in a material change to the overall tax rate due to foreign tax rate differences from the U.S. statutory.
Current report
The OBBB includes several changes for corporations that may affect income tax provisions, including items related to income taxes on the face of the financial statements and in the disclosures, for periods that include the enactment date. The OBBB makes modifications to energy credits, including extending the clean fuel production credit, gradually phasing out other investment tax credits and placing restrictions on certain foreign entities constructing and owning clean energy facilities. The Company is primarily affected by phasing out of the clean electricity investment credit for solar and battery projects for which construction begins more than 12 months after the date of enactment or for which the projects are placed in service after December 31, 2027. If we are not able to utilize the ITC as expected, this could have an adverse effect on our financial results.
Removed paragraphs (13)
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 the 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 resulted in some pauses and cancellations 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
•Revenue: total revenues increased primarily due to a $337.4 million, or 34%, increase in our project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.
Previous report
•Earnings from Unconsolidated Entities: the decrease in earnings from unconsolidated entities is due to the sale of one of our equity method investments during the first quarter of 2024.
Previous report
•Europe: revenues increased primarily due to higher project revenue of $100.1 million, or 72%, resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects in the United Kingdom compared to the prior period.
Previous report
•U.S. Federal: the decrease is due primarily to the decreased revenues described above, higher interest expense, net of $3.6 million and lower earnings from unconsolidated entities of $1.1 million.
Previous report
•Europe: the decrease is primarily due to a higher mix of lower-margin projects, increased salaries and benefits, net, and higher interest expense, partially offset by decreased bank discount fees.
Previous report
The adjusted purchase price for phase 1 was $88.0 million, of which $5.0 million was paid in cash, $46.7 million was financed through a seller’s note, and we assumed a construction loan on the energy asset project for $36.3 million. The construction loan was converted to a term loan in February 2024 and has a maturity date of April 2030. We also received cash of $11.2 million. In January 2024 we paid off the remaining balance on the seller’s note in the amount of $29.4 million. We sold back to the seller ITCs for the project acquired as part of this transaction for the fair market value of these credits and we received $21.0 million in early 2024 for the transfer of these credits. In addition, we assumed a land lease for the energy asset project. See Note 8 “Leases” for additional information on the lease.
Previous report
Senior Secured Credit Facility — Revolver and Term Loans
Previous report
During the year ended December 31, 2024, we entered into a number of amendments to our fifth amended and restated senior secured credit facility (the “Senior Secured Credit Facility”) , which extended the maturity date of our delayed draw term loan A (“DDTLA”). The overall rate table for all loans under the agreement was also increased by 0.25%. The amendments increased the total funded debt to EBITDA covenant ratio from a maximum of 3.50 to 3.75 for the quarter ending December 31, 2024, and 3.50 thereafter. On June 28, 2024, we entered into amendment number six to the fifth amended and restated senior secured credit facility to modify certain of the covenants and other terms to permit us to enter into the second lien credit agreement (as defined below) and to incur indebtedness and make certain other conforming changes in connection with our entry into the second lien credit agreement. The remaining balance on the DDTLA of $15 million was paid off with the proceeds from the second lien credit agreement.
Previous report
As of December 31, 2024, the balance on the senior secured credit facility was$148.0 million and we had funds available of $21.1 million.
Previous report
The restated credit agreement amended and restated the Senior Secured Credit Facility to provide for the following facilities:
Previous report
•April 2023, 6.82%, due July 31, 2024 - one of our consolidated joint venture subsidiaries (“JV”) entered into a construction loan agreement with two lenders for a principal amount of up to $140.8 million under an energy asset credit facility. We acquired the remaining interest in this JV in January 2024 when we closed on the acquisition of BCE. In August 2024, this construction loan was repaid through a sale-leaseback financing under lease agreements entered into between the same parties, as part of the original closing. See “August 2024 Master Sale-leaseback” below.
Previous report
Sale-leasebacks and Financing Leases
Reworded paragraphs (50)
Previous wording
Ameresco is a leading energy solutions provider dedicated to helping customers navigate the energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources.
Current wording
Ameresco is a leading energy infrastructure solutions provider dedicated to helping customers navigate the energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources.
Previous wording
During the year ended December 31, 2024, we were impacted by supply chain disruptions and varying levels of inflation, as a result macroeconomic conditions, causing delays in the timely delivery of material to customer sites and delays and disruptions in the completion of certain project, and increased shipping and transportation costs, as well as increased component and labor costs. This negatively impacted our results of operations during the year ended December 31, 2024. We expect to experience continued supply chain challenges beyond this year. 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 year ended December 31, 2025, we were impacted by supply chain disruptions and varying levels of inflation, as a result 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 year ended December 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.
Previous wording
The 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.
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 Agreement 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
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 expect all three projects to be finalized this year.
Previous wording
During the year ended December 31, 2024, we granted 791,503 common stock options to certain employees and 122,366 restricted stock units (“RSUs”) to our employees and non-employee directors under our 2020 Stock Incentive Plan. Our stock-based compensation expense increased from $10.3 million for the year ended December 31, 2023 to $14.1 million for the year ended December 31, 2024. Stock-based compensation increased in 2024, primarily due to the increase in options and RSUs granted, partially offset by a decrease in the weighted average fair value of stock options and RSUs granted.
Current wording
We recorded stock-based compensation expense, including expenses related to the estimated achievement of the performance metrics of performance-based stock options (“PSOs”) granted during the year ended December 31, 2025, and our employee stock purchase plan. During the year ended December 31, 2025, we granted 1,451,000 stock options to certain employees and 136,770 restricted stock units (“RSUs”) to our employees and non-employee directors under our 2020 Stock Incentive Plan. Our stock-based compensation expense increased slightly from $14.1 million for the year ended December 31, 2024 to $14.4 million for the year ended December 31, 2025. Stock-based compensation increased in 2025, primarily due to the increase in options and RSUs granted including PSO’s, partially offset by a decrease in the weighted average fair value of stock options and RSUs granted.
Previous wording
In addition, our unrecognized stock-based compensation expense decreased from $30.1 million at December 31, 2023 to $28.0 million at December 31, 2024, and is expected to be recognized over a weighted-average period of two years. See Note 14 “Stock-based Compensation and Other Employee Benefits” for additional information.
Current wording
In addition, our unrecognized stock-based compensation expense decreased from $28.0 million at December 31, 2024 to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of two years. This includes $3.5 million of unrecognized compensation expense related to options that vest based on performance criteria and our current assessment of probability. There is an additional $7.6 million of unrecognized compensation expense if the PSOs were to achieve 100% probability. See Note 14 “Stock-based Compensation and Other Employee Benefits” for additional information.
Previous wording
Total project backlog represents energy efficiency projects that are active within our sales cycle, either full-contracted or awarded. Our sales cycle begins with the initial contact with the customer and ends, when successful, with a signed contract, also referred to as fully-contracted backlog. Our sales cycle recently has been averaging 18 to 42 months. Awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the subcontractor, what equipment will be used, and assist in arranging for third party financing, as applicable. Recently, awarded projects have been taking an average of 12 to 24 months to result in a signed contract and convert to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract becomes executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period.
Current wording
Total project backlog represents energy efficiency projects that are active within our sales cycle, either full-contracted or awarded. Our sales cycle begins with the initial contact with the customer and ends, when successful, with a signed contract, also referred to as fully-contracted backlog. Our sales cycle recently has been averaging 18 to 42 months. Awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the subcontractor, what equipment will be used, and assist in arranging for third party financing, as applicable. Recently, awarded projects have been taking an average of 12 to 42 months to result in a signed contract and convert to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract becomes executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period.
Previous wording
“We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” in Item 1A, Risk Factors.
Current wording
We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog. See Note 2 “Summary of Significant Accounting Policies” for our revenue recognition policies. See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” in Item 1A, Risk Factors.
Previous wording
Assets in development, which represents the potential design/build project value of small-scale renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.3 billion as of December 31, 2024, and $2.4 billion, including $90 million attributable to a non-controlling interest, as of December 31, 2023. The portion related to spending for EaaS assets was approximately $538.4 million and $399.8 million at December 31, 2024 and 2023, respectively. These are also important metrics because they help us gauge our future 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 small-scale renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $2.7 billion as of December 31, 2025 and $2.3 billion as of December 31, 2024. These are also important metrics because they help us gauge our future capacity to generate electricity or deliver renewable gas fuel which contributes to our recurring revenue stream.
Previous wording
•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increased project revenues described above, however, our gross profit as a percent of revenues decreased primarily due to cost overruns on two large-scale legacy projects and a mix of lower-margin projects.
Current wording
•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increased project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percent of revenues increased primarily due to a more favorable mix of higher-margin projects.
Previous wording
•Selling, General and Administrative Expenses: the increase is primarily due to higher net salaries and benefits of $8.3 million, of which $3.8 million is from increased non-cash stock-based compensation expense, higher insurance of $1.6 million and occupancy costs of $1 million, partially offset by a decrease in professional fees of $2.0 million.
Current wording
•Selling, General and Administrative Expenses: the increase is primarily due to higher professional fees of $4.5 million and higher net salaries and benefits of $2.5 million, partially offset by lower miscellaneous corporate expenses.
Previous wording
•Asset Impairments: This year includes long-lived asset impairment charges of $12.4 million recorded in 2024 primarily related to one of our landfill gas to energy assets and solar panels purchased under the IRS safe harbor provisions for renewable energy projects. Last year included long-lived asset impairment charges of $1.6 million related to two of our landfill gas to energy assets, and a goodwill impairment charge of $1.6 million, which was $2.2 million after taking into account the effect of deferred income taxes related to one of our reporting units.
Current wording
•Asset Impairments: long-lived asset impairment charges of $3.7 million recorded in 2025 primarily related to equipment failures. Last year included long-lived asset impairment charges of $12.4 million primarily related to one of our landfill gas to energy assets and solar panels purchased under the IRS safe harbor provisions for renewable energy projects.
Previous wording
•Interest and Other Expenses, Net: Interest and other expenses, net, includes gains and losses from derivatives transactions, foreign currency transactions, interest expense, interest income, amortization of financing costs and certain government incentives. Interest and other expenses, net increased primarily due to higher interest expenses, net of interest income of $28.9 million related to increased levels of project debt and higher rate paid on our second lien term loan, and foreign currency transaction losses of $3.8 million versus gains of $0.6 million last year.
Current wording
•Other (Income) Expenses, Net: includes gains and losses from derivatives transactions, foreign currency transactions, interest expense, interest income, amortization of financing costs, certain government incentives, and bank discount fees. The decrease in other expenses, net is due to foreign currency transaction gains of $7.1 million versus losses of $3.8 million 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 generated tax credits and differences between financial accounting and tax reporting requirements. The tax benefit was lower in 2024 as compared to 2023 because we incurred additional tax expense from the deferred effect of an increase in our future effective state tax rates resulting from apportionment changes and the Section 179D Energy Efficient Commercial Buildings Deduction available for 2024 was lower due to the timing of project completions, offset by higher tax credits generated as a result of new U.S. Treasury regulations related to renewable gas projects. The tax benefit for 2023 was favorable, primarily due to higher deductions under Section 179D and deferred state tax benefits resulting from reduced state tax rates.
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 generated tax credits and differences between financial accounting and tax reporting requirements. The tax benefit was lower in 2025 as compared to 2024 because we elected to sell more generated investment tax credits rather than retain them and tax expense related to an increase in our future effective state tax rate, offset by the effect of higher earnings in lower tax rate jurisdictions, noncontrolling interest, and provision to return adjustments.
Previous wording
•Net Income and Earnings Per Share: Net income attributable to common shareholders decreased due to the reasons described above. Basic earnings per share for 2024 was $1.08, a decrease of $0.12 per share compared to 2023. Diluted earnings per share for 2024 was $1.07, a decrease of $0.10 per share, compared to 2023.
Current wording
•Net Income and Earnings Per Share: Net income increased due to the reasons described above. Net income attributable to common shareholders decreased due to higher income attributable to non-controlling interests. Basic earnings per share for 2025 was $0.84, a decrease of $0.24 per share compared to 2024. Diluted earnings per share for 2025 was $0.83, a decrease of $0.24 per share, compared to 2024.
Previous wording
Our reportable segments for the year ended December 31, 2024 were North America Regions, U.S. Federal, Europe, and Renewable Fuels (formerly Alternative Fuels). On January 1, 2024, we changed the structure of our internal organization, and our U.S. Regions and Canada are now included in North America Regions. Additionally, our Asset Sustainability Group was formerly included in Canada, but is now included in “All Other”. As a result, previously reported amounts have been reclassified for comparative purposes. See Note 20 “Business Segment Information” for additional information about our segments.
Current wording
Our reportable segments for the year ended December 31, 2025 were North America Regions, U.S. Federal, Europe, and Renewable Fuels (formerly Alternative Fuels). On January 1, 2024, we changed the structure of our internal organization, and our U.S. Regions and Canada are now included in North America Regions. Additionally on January 1, 2024, our Asset Sustainability Group was formerly included in Canada, but is now included in “All Other”. As a result, previously reported amounts have been reclassified for comparative purposes. See Note 20 “Business Segment Information” for additional information about our segments.
Previous wording
•North America Regions: the increase is primarily due to a $243.3 million, or 47%, increase in project revenues attributable to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.
Current wording
•North America Regions: the increase is primarily due to a $14.0 million, or 19%, increase in energy asset and $6.3 million, or 18%, increase in O&M revenue attributable to new renewable energy assets placed in service offset in part by a decrease of $19.1 million in project revenue attributable to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects.
Previous wording
•U.S. Federal: the decrease is primarily due to a $48.2 million, or 14%, decrease in project revenue attributable to the timing of revenue recognized as a result of the phase of active projects compared to the prior year, partially offset by increases of $11.1 million in energy asset revenue and $6.6 million in O&M revenue.
Current wording
•U.S. Federal: the decrease is primarily due to a $89.3 million, or 30%, decrease in project revenue attributable to the timing of revenue recognized as a result of the phase of active projects compared to the prior year 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 an increase of $8.3 million in energy asset revenue.
Previous wording
•Renewable Fuels: the increase is primarily due to higher project revenues of $43.4 million and a $15.6 million increase in energy asset revenues resulting from the continued growth of our operating portfolio, increased production levels and stronger pricing on renewable identification numbers (“RIN’s”) generated from our renewable natural gas facilities.
Current wording
•Renewable Fuels: the decrease is primarily due to lower project revenues of $20.0 million attributable to the timing of revenue recognized as a result of the phase of an active project, offset by a $5.6 million increase in energy asset revenues resulting from the continued growth of our operating portfolio and increased production levels generated from our renewable natural gas facilities.
Previous wording
•All Other: All other revenues were higher primarily due to increased consulting revenue.
Current wording
•All Other: All other revenues were lower primarily due to the divestiture of an energy technology and advisory services company last year.
Previous wording
•North America Regions: the increase is primarily due to the higher revenues described above, offset by lower gross profit as a percent of revenues primarily due to cost overruns on two large-scale legacy projects and increased depreciation and intangible amortization and interest expense, and a loss on derivatives this year versus a gain last year.
Current wording
•North America Regions: the increase is primarily due to the higher revenues described above and higher gross profit as a percent of revenues primarily due to better execution in our project line of business and a gain on derivatives this year versus a loss last year.
Previous wording
•Renewable Fuels: the decrease is primarily due to higher asset impairment charges of $7.6 million on one of our landfill gas to energy assets and higher interest expense of $9.5 million, partially offset by the higher revenues described above.
Current wording
•Renewable Fuels: the decrease in loss is primarily due to lower asset impairment charges of $8.6 million on landfill gas to energy assets offset by higher interest expense of $6.5 million this year.
Previous wording
•All Other: the increase is primarily due to a gain of $38.0 million on the sale of business, net and increased consulting revenue.
Current wording
•All Other: the decrease is primarily due to the lower revenue as described above and a gain of $38.0 million recognized last year on the sale of business.
Previous wording
•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the reportable segments. We do not allocate any indirect expenses to the segments. Corporate expenses increased primarily due higher interest expense, net of $11.1 million, higher net salaries and benefit costs of $7.6 million, including an increase in non-cash stock-based compensation expense of $3.8 million, and foreign currency transaction losses of $2.5 million versus gains of $0.5 million last year.
Current wording
•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the reportable segments. We do not allocate any indirect expenses to the segments. Corporate expenses decreased primarily due to foreign currency transaction gains of $3.8 million versus losses of $2.5 million last year and $2.6 million in asset impairment charges last year, partially offset by higher interest expense, net of $7.6 million.
Previous wording
Since inception, we have funded operations primarily through cash flow from operations, advances from Federal ESPC projects, our senior secured credit facility, second lien term loan, and various forms of other debt (see “Energy Asset Financing” below).
Current wording
Since inception, we have funded operations primarily through cash flow from operations, advances from Federal ESPC projects, our senior secured credit facility, second lien term loan, and various forms of other debt (see “Energy Asset Financing” below) and equity.
Previous wording
On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and the right to acquire 100% of the stock of BCE in a two-phased transaction, exclusive of each other. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-50, Business Combinations.
Current wording
On August 4, 2023, we entered into a purchase and sale agreement to acquire an energy asset project and rights to acquire 100% of the stock of Bright Canyon Energy Corporation (“BCE”) in a two-phased transaction exclusive of each other. Phase 1, the purchase of the energy asset project, closed on August 4, 2023 and did not constitute a business in accordance with ASC 805-50, Business Combinations.
Previous wording
In the second phase, which closed on January 12, 2024, we acquired BCE, including its interest in one of our consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for a purchase price of $39.1 million, of which $6.6 million was paid at the closing. The remaining $32.5 million was financed by a seller’s note accruing interest of 5.0%, through August 2024 and was adjusted to 9% per annum until the note was paid off in full in November 2024. We may be required to make additional contingent payments for this acquisition based on certain projects achieving commercial operation and if the projects qualify for higher energy tax credits than expected.
Current wording
Phase 2 closed on January 12, 2024, and we acquired BCE, including its interest in a consolidated joint venture and its interests in project subsidiaries developing or with rights to develop solar, battery, and microgrid assets for an adjusted purchase price of $48.0 million, of which $9.8 million was paid in cash and $32.5 million was financed through a seller’s note. The remaining cash balance due of $5.7 million and the seller’s note in the amount of $32.5 million was paid during the year ended December 31, 2024. We also assumed four land leases for the energy asset projects. Phase 2, the purchase of the energy asset projects did not constitute a business in accordance with ASC 805-50, Business Combinations.
Previous wording
On January 23, 2025, we refinanced our Senior Secured Credit Facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”). At closing we paid approximately$2.0 million in lender’s fees.
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.
Previous wording
•a $225 million revolving credit facility, maturing on December 28, 2028, and
Current wording
•a $225.0 million revolving credit facility, maturing on December 28, 2028, and
Previous wording
•a $100 million term loan A, maturing on December 28, 2028.
Current wording
•a $100.0 million term loan A, maturing on December 28, 2028.
Previous wording
On June 28, 2024, we entered into a second lien credit agreement which provided a term loan in a principal amount of $100 million with a maturity date of June 28, 2029. The term loan bears an interest rate of Secured Overnight Financing Rate (“SOFR”) (4.692% at December 31, 2024), plus an applicable margin of 5.875% per annum. Interest is payable quarterly and unpaid interest and principal is due in the aggregate on June 28, 2029.
Current wording
On June 28, 2024, we entered into a second lien credit agreement which provided a term loan in a principal amount of $100.0 million with a maturity date of June 28, 2029. The term loan bears an interest rate of Secured Overnight Financing Rate (“SOFR”) (4.011% at December 31, 2025), plus an applicable margin of 5.875% per annum. Interest is payable quarterly and unpaid interest and principal is due in the aggregate on June 28, 2029.
Previous wording
Energy Asset Construction and Operating Facilities, Sale-leasebacks, and Financing Leases
Current wording
Energy Asset Construction and Operating Facilities, Financing Facilities, and Term Loans
Previous wording
•August 2023, 8.53%, due August 31, 2026 - we entered into a construction and development loan agreement, which provides a loan in a principal amount of up to $300.0 million. At the closing, we drew down $200.0 million under this facility, of which approximately $187.0 million was used to reimburse Ameresco for development and construction costs. On December 18, 2024, we amended the loan agreement to increase the principal amount up to $400.0 million, extend the maturity date to December 15, 2027, and set a minimum rate of interest at 6.00% and a Term SOFR Floor of 2.00%. Additionally, an accordion option providing for an option to increase the principal amount to $500.0 million, for which we paid a $0.3 million fee. The accordion option can be exercised no later than June 18, 2026 and only if certain circumstances are met. At closing, we incurred $3.2 million in lenders fees and debt issuance costs. The obligations under the loan are guaranteed by all the subsidiaries that are part of the loan portfolio and are secured by the subsidiaries’ assets as well as Ameresco Inc.'s equity interest in the subsidiary which is the borrower entity. In the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the construction and development loan.
Current wording
•August 2023, Construction Credit Facility,7.79%, due December 2027 - During the year ended December 31, 2025, we drew down $234.9 million and made payments of $240.0 million under this facility. As of December 31, 2025, $307.2 million was outstanding, net of unamortized debt discount and issuance costs of $6.4 million. The obligations under the loan are guaranteed by all the subsidiaries that are part of the loan portfolio and are secured by the subsidiaries’ assets as well as Ameresco Inc.'s equity interest in the subsidiary which is the borrower entity. In the case of default under the facility, a default under our Senior Secured Credit Facility or a change in control of Ameresco, Inc., we are required to make capital contributions to the borrower entity who then would be required to use the proceeds from the capital contributions to repay the August 2023 Construction Credit Facility.
Previous wording
As of December 31, 2024, our total energy asset construction and operating facilities outstanding was $1.0 billion. See Note 9 “Debt and Financing Lease Liabilities” for additional information about these loans.
Current wording
As of December 31, 2025, our total energy asset construction and operating facilities outstanding was $1.2 billion. See Note 9 “Debt and Financing Lease Liabilities” for additional information about the above and additional loans.
Previous wording
During the year ended December 31, 2024, we discovered a defect in a Battery Energy Storage System (“BESS”) that we installed for a customer under a long-term power purchase agreement for a project financed under the August 2018 master sale-leaseback agreement. As a result, the BESS had to be removed. Our financing partner has agreed to temporarily waive any events of default and refrain from pursuing remedies available under the master sale-leaseback associated with the BESS failure until December 31, 2025 to allow remediation of the issue (subject to certain conditions). We have fully funded lease payments due under the master lease agreement through December 31, 2025 into a reserve account from which lease payments will be made.
Current wording
August 2018 Master Sale-leaseback - We sold and leased back nine energy assets for $31.3 million in cash proceeds under this facility during the year ended December 31, 2025. The agreements have interest rates ranging from 0% to 1.86%, as a result of tax credits which were transferred to the counterparty. During the year ended December 31, 2025, we discovered a defect in a Battery Energy Storage System (“BESS”) that we installed for a customer under a long-term power purchase agreement for a project financed under the August 2018 master sale-leaseback agreement. As a result, the BESS had to be removed. Our financing partner has agreed to temporarily waive any events of default and refrain from pursuing remedies available under the master sale-leaseback associated with the BESS failure until March 31, 2026 to allow remediation of the issue (subject to certain conditions). We have fully funded lease payments due under the master lease agreement through March 31, 2026 into a reserve account from which lease payments will be made.
Previous wording
As of December 31, 2024, our total sale-leasebacks classified as long-term financing facilities outstanding was $399.4 million.
Current wording
As of December 31, 2025, our total sale-leasebacks classified as long-term financing facilities outstanding was $393.4 million.
Previous wording
As of December 31, 2024, our total financing leases outstanding was $12.9 million. These are our sale-leaseback arrangements entered into as of December 31, 2018 which remain under the previous guidance.
Current wording
As of December 31, 2025, our total financing leases outstanding was $12.1 million. These are our sale-leaseback arrangements entered into as of December 31, 2018 which remain under the previous guidance.
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 $555.4 million in principal amounts as of December 31, 2024 and $533.1 million as of December 31, 2023. 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 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 $479.0 million in principal amounts as of December 31, 2025 and $555.4 million as of December 31, 2024. 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 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 $164.8 million during the year ended December 31, 2024 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 $158.9 million during the year ended December 31, 2024. 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 consolidated balance sheets as a non-cash settlement. See Note 2, “Summary of Significant Accounting Policies”, to our consolidated financial statements in this Report.
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 $99.7 million during the year ended December 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 $84.2 million during the year ended December 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 consolidated balance sheets as a non-cash settlement. See Note 2, “Summary of Significant Accounting Policies”, to our consolidated financial statements in this Report.
Previous wording
Our cash flow from operating activities in 2024 improved over 2023 primarily due to a decrease in the use of cash from Federal ESPC receivables of $101.4 million, increase in cash flows of $90.5 million from accounts payable, accrued expenses, and other current liabilities, $68.2 million from unbilled revenue, and $63.7 million from prepaid expenses and other current assets which includes the sale of ITCs on energy assets for $47.5 million. These were partially offset by decreased cash flows of $149.5 million from accounts receivable.
Current wording
Our cash flow from operating activities in 2025 decreased over 2024 primarily due to increases in cash outflows of $245.9 million from unbilled revenue, $93.2 million from prepaid expenses and other current assets, and $57.2 million from deferred revenue. These were partially offset by increased cash inflows of $112.4 million from accounts receivable and Federal ESPC receivables of $74.7 million.
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
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.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Our tax rate has historically benefited from the IRC Section 179D deduction. This deduction is related to energy efficient improvements we provide under government contracts. The Consolidated Appropriations Act, 2021 made permanent the Section 179D Energy Efficient Commercial Building Deduction. However, the OBBB has ended the Section 179D deduction for construction projects that begin after June 30, 2026.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog. See Note 2 “Summary of Significant Accounting Policies” for our revenue recognition policies. See