Ameresco, Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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.
Mar 31, 2026 · Filed May 5, 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-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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001628280-26-030169
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 120 previous paragraphs and 113 current paragraphs.
65 unchanged; 40 reworded; 8 added; 11 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 5 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 (8)
Current report
Neogenyx Fuels LLC Joint Venture Transaction
Current report
On May 4, 2026, Ameresco entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital to combine Ameresco’s biogas business into a new joint venture, Neogenyx Fuels LLC. At closing, Ameresco will contribute its existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while the JV investor will acquire a 30% interest through a $400 million investment. Of this amount, $100 million will be paid to Ameresco at closing, approximately $58 million will be used to reduce existing project-level debt, and the remainder will be contributed to fund the joint venture’s operations and growth.
Current report
The transaction is expected to close in the second quarter of 2026, subject to customary closing conditions. Ameresco is evaluating the accounting and financial impact of the transaction and currently expects to consolidate the joint venture on a prospective basis following the closing.
Current report
•Interest Expense and Interest Income, Net: increased $5.3 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Current report
•North America Regions: the decrease is primarily from an increase in unrealized losses from derivatives and decrease in other income, partly offset by increased margins due to higher-margin project mix.
Current report
•All Other: the decrease is primarily due to the decreased revenues noted above.
Current report
Of the $400 million commitment from HA Sustainable Infrastructure Capital related to the new joint venture, Neogenyx Fuels LLC, announced on May 4, 2026, $300 million will be directly invested in Neogenyx Fuels to drive business growth, $100 million will be direct compensation to Ameresco for the existing business, which will be used for strategic opportunities, working capital, and deleveraging throughout the year, and approximately $58 million will be used to reduce existing project-level debt. See Neogenyx Fuels transaction in Key Factors and Trends above for further details.
Current report
During the three months ended March 31, 2026, we entered into an amendment to extend our June 2020, Construction Credit Facility, and the current maturity date is March 31, 2027. As of March 31, 2026, $20.1 million was outstanding under this facility and $79.9 million was available for borrowing.
Removed paragraphs (11)
Previous 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.
Previous report
These tariffs, restrictions, and strained trade relations may affect our ability to source materials and products, potentially leading to increased costs, supply chain disruptions and operational challenges, and decreased demand for our offerings. We are closely monitoring the regulatory environment and actions of the current administration that could impact our business.
Previous report
•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 report
•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 report
•SG&A: SG&A expenses for the nine months ended September 30, 2025 remained consistent compared to the prior year.
Previous report
•North America Regions: the increase is primarily from our energy asset operations, resulting from the continued growth of our operating portfolio.
Previous report
•All Other: the decrease is primarily due to the divestiture of an energy technology and advisory services company in the fourth quarter of 2024.
Previous report
On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of$78.0 millionto finance a battery energy storage asset in development, with a maturity date of September 30, 2045, and a fixed interest rate of 6.72% per annum. Gross proceeds from the initial issuance on April 30, 2025 were $67.7 million and the remaining balance of $10.3 million was issued on June 27, 2025. The agreement also includes a 20-year term$300.0 million private shelf facility as well as the ability to issue series B notes on or before December 31, 2025. As part of this transaction, we signed a tax credit transfer agreement for the investment tax credits associated with the BESS asset. Upon the asset achieving commercial operations, we will receive payment for the ITC transfer and a$30.0 million prepayment on the note purchase agreement will berequired.
Previous report
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 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.
Previous report
We also paid off our October 2012, Term Loan in the amount of $31.1 million, partially with $8.3 million in proceeds from our new $12.2 million May 2025, Term Loan and the remainder from working capital.
Reworded paragraphs (40)
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 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.
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, 2025 included in our Annual Report on Form 10-K (“2025 Form 10-K”) for the year ended December 31, 2025 filed on March 3, 2026 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; guidance related to the proposed Neogenyx Fuels transaction, the governance, operating and financial terms of the Neogenyx Fuels transaction, and the anticipated closing date thereof, if at all, statements regarding potential future growth prospects of the joint venture, and our intended use of the proceeds from the contribution of assets to the joint venture; the impact of policies and regulatory changes, supply chain disruptions, shortage and cost of materials and labor, other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages. 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 macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE and associated liquidated damages; 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 sim…
Excerpt shortened here; the source contains the full paragraph.
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
We continue to monitor the impact of global economic conditions on our operations, financial results, and liquidity, such as the impact of tariffs, supply chain challenges, the wars in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. Import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, restrict the global supply of, and raise prices for, supplies needed for our business. In addition, tariffs and trade restrictions that have been introduced and may be introduced as part of the 'America First' trade policy may further increase the cost of components needed for our offerings and may strain trade relations, create inflationary pressures and cause additional supply chain disruptions. The impact to our future operations and results of operations as a result of these global trends remains uncertain and the challenges we face, including increases in costs for logistics and supply chains, intermittent supplier delays, and shortages of certain components needed for our business, such as electrical equipment, steel and aluminum as well as BESS equipment or components required for our projects and clean energy solutions may continue or become more pronounced.
Current wording
We continue to monitor the impact of global economic conditions on our operations, financial results, and liquidity, such as the impact of tariffs, supply chain challenges, geopolitical instability and conflicts in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. These conflicts together with import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, have restricted the global supply of, and raised prices for, supplies needed for our business. In addition, tariffs and trade restrictions that have been introduced and may be introduced as part of the 'America First' trade policy may further increase the cost of components needed for our offerings and may strain trade relations, create inflationary pressures and cause additional supply chain disruptions. The impact to our future operations and results of operations as a result of these global trends remains uncertain and the challenges we face, including increases in costs for logistics and supply chains, intermittent supplier delays, and shortages of certain components needed for our business, such as electrical equipment, steel and aluminum as well as BESS equipment or components required for our projects and clean energy solutions may continue or become more pronounced.
Previous wording
During the 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.
Current wording
During the three months ended March 31, 2026, 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 three months ended March 31, 2026. 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
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 wording
We believe the increasing demand for electricity, rising oil and 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.
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. We have provided SCE notice for substantial completion of the third project and are in discussions with SCE to reach agreement on the achievement of this milestone. We continue to expect all three projects to be finalized this year.
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 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.
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 three months ended March 31, 2026, we granted 519,200 common stock options and 104,100 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.7 million at March 31, 2026, compared to $24.8 million at December 31, 2025, 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 $2.2 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.
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 $2.0 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at March 31, 2026 and 2025, 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 for the periods indicated:
Current wording
The following tables set forth certain financial data from the condensed consolidated statements of operations for the periods indicated:
Previous 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.
Current wording
•Revenues: total revenues for the three months ended March 31, 2026 increased over 2025 primarily due to a $39.0 million, or 16%, increase in our project revenues attributed to continued growth and expansion in our project business in Europe, as well as the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The increase is in part attributed to a $5.4 million, or 22%, and a $4.0 million, or 7% increase in operations and maintenance revenue and energy asset revenue, respectively, 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 consistent.
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 decreased due to energy asset production delays primarily due to weather effects.
Previous 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.
Current wording
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended March 31, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $3.8 million and professional fees of $1.3 million, as well as a gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.
Previous 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.
Current wording
•Other Expenses (Income), Net: Other expenses (income), net for the three months ended March 31, 2026 increased over 2025 primarily due to an increase in loss from foreign currency transactions of $0.9 million compared to gains of $1.5 million in the same period 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 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.
Current wording
•Income Tax (Benefit) Expense: 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 a higher effective tax rate in 2026 as compared to 2025 primarily attributable to our plan to sell more investment tax credits on energy assets during 2026.
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 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.
Current wording
•Net Loss and Earnings Per Share: Net loss decreased due to the reasons described above. Basic and diluted earnings per share for the three months ended March 31, 2026 was $(0.35), a decrease of $0.25 per share basic and diluted compared to the same period of 2025.
Previous 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.
Current wording
Our reportable segments for the three months ended March 31, 2026 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 nine-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-month period and are against the same prior year period unless otherwise noted.
Previous 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.
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 operations and maintenance revenue and energy assets revenue resulting from the continued growth of our operating portfolio.
Previous 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.
Current wording
•U.S. Federal: the increase in revenue during the three months ended March 31, 2026 is primarily due to increased 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 impact in the three months ended March 31, 2025 of the reversal of previously recognized revenue on a solar photovoltaic energy project that was determined that the closing of the sale was not probable.
Previous 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.
Current wording
•Renewable Fuels: revenues increased during the three months ended March 31, 2026 primarily due to increased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs and increased energy assets revenue resulting from the continued growth of our operating portfolio.
Previous wording
•All Other: All other revenues decreased year-over-year primarily due to the divestiture of an energy technology and advisory services company in the fourth quarter of 2024.
Current wording
•All Other: All other revenues decreased year-over-year primarily due to lower sales in our integrated PV line of business due in part to seasonality.
Previous 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.
Current wording
•U.S. Federal: the decrease during the three months ended March 31, 2026 is primarily due to higher operating expenses from legal costs and project development activity, offset by lower net interest expense compared to the prior period.
Previous wording
•Renewable Fuels: the decrease is primarily due to higher interest expenses and increased depreciation expense.
Current wording
•Renewable Fuels: the decrease is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.
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 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.
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 expenses during the three months ended March 31, 2026 increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increased stock compensation costs in 2026 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
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 Note 8 “Debt and Financing Lease Liabilities” for additional information.
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 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.
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 March 31, 2026, the interest rates were 6.23% and 6.23% per annum for the term loan and revolving credit facility, respectively.
Previous wording
The Restated Credit Agreement replaced and extended the prior 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 wording
Therestated credit agreement replaced and extended the prior 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:
Previous wording
The revolver may be increased by up to an additional$100.0 million at our option if lenders are willing to provide such increased commitments, subject to certain conditions.
Current wording
The facility 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. On March 30, 2026, we entered into amendment number 2 to the Restated Credit Agreement, and the term loan was increased by $45.0 million. Quarterly principal payments increased to $1.8 million. No other terms were changed with this amendment. As part of the transaction, we paid $41.0 million on the revolving credit facility and $1.1 million for accrued interest on the term loan. Net proceeds for the term loan were $2.8 million.
Previous 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.
Current wording
As of March 31, 2026, the balance on the senior secured term loans was $138.8 million, the balance on the senior secured revolving credit facility was $150.0 million, and we had funds available of $44.3 million.
Previous wording
Energy Asset Construction Facilities, Financing Facilities, and Term Loans
Current wording
Energy Asset Construction and Operating Facilities, Financing Facilities, and Term Loans
Previous wording
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 wording
On May 27, 2025 we entered into an omnibus amendment to our October 2022, Financing Facility as part of a tax credit transfer agreement for investment tax credits. The amendment required a$7.0 million principal payment, which was made during thethree months ended June 30, 2025. 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, we entered into an omnibus amendment as part of moving two projects out of a construction credit facility and under this facility. The transaction added $99.9 million to the facility for the two projects, of which $97.8 million was used to pay off the projects under the construction facility. No other terms were changed with this amendment. At March 31, 2026, $440.9 million was outstanding under this facility, net of unamortized debt discount and issuance costs.
Previous 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.
Current wording
During the three months ended March 31, 2026, we sold and leased back two energy assets for $4.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the three months ended March 31, 2026, we entered into an amended and restated participation agreement which extended the participation date from March 31, 2026 to March 31, 2027. During the three months ended March 31, 2026, we were in default of certain lien provisions of this agreement. On March 30, 2026, we received a waiver of this default which is valid until June 30, 2026.
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 $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.
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 $505.2 million as of March 31, 2026. 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 $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.
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 $26.6 million during the three months ended March 31, 2026, 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 $9.7 million during the three months ended March 31, 2026. 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 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.
Current wording
Our cash flows from operating activities during the three months ended March 31, 2026 increased over the same period last year primarily due to increases in cash inflows of $82.2 million in accounts payable, accrued expenses and other current liabilities due to the timing of payments related to project activity compared to the prior year period and $25.8 million in prepaid expenses, partially offset by increases in cash outflows of $28.7 million in unbilled revenue and $27.6 million in accounts receivable.
Previous 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.
Current wording
During the three months ended March 31, 2026 we made capital investments of $90.6 million in new energy assets and $5.8 million in major maintenance of energy assets compared to $107.9 million and $6.0 million, respectively, in 2025.
Previous 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.
Current wording
We currently plan to invest approximately $200 million to $250 million in additional capital expenditures during the remainder of 2026, 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 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.
Current wording
Our primary sources of financing for the three months ended March 31, 2026 were proceeds from energy asset financings of $182.9 million, proceeds from long-term corporate debt financings of $45.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $26.4 million, partially offset by payments on long-term debt and debt fees of $125.0 million.
Previous 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.
Current wording
Our primary sources of financing for the three months ended March 31, 2025 were proceeds from energy asset financings of $112.6 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $33.3 million, contributions from a non-controlling interest of $2.9 million, partially offset by payments on long-term debt and debt fees of $76.7 million and net payments on our senior secured revolving credit facility of $57.0 million.
Previous 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.
Current wording
We currently plan additional project financings of approximately $150 million to $200 million during the remainder of 2026 to fund the construction or the acquisition of new renewable energy plants as discussed above.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues increased primarily due to a more favorable mix of higher-margin projects.
Previous report — wording carried elsewhere
Our results of operations for the nine months ended September 30, 2025 are due to the following:
Previous report — wording carried elsewhere
•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. We expect the effective tax rate benefit will be lower in 2025 as compared to 2024 primarily due to 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 report — wording carried elsewhere
•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.