Ameresco, Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
AMRC$22.45+3.9%Stored close · as of Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001628280-26-052190
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001628280-26-072337
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 125 previous paragraphs and 134 current paragraphs.
74 unchanged; 48 reworded; 12 added; 2 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
We have determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements and that the appropriate methodology for attributing income and loss to the non-controlling interest each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests in the consolidated statements of income reflect changes in the amounts the investor would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of this funding structure were liquidated at recorded amounts. The investor’s non-controlling interest in the results of operations of this funding structure is determined as the difference in the non-controlling interest’s claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between Neogenyx and the investor.
Current report
On August 25, 2026, HASI contributed additional capital in the amount of $66.0 million and during the three and nine months ended September 30, 2026, we attributed earnings of $7.1 million and $7.5 million, respectively to the JV Investor’s non-controlling interest under the HLBV method.
Current report
See Note 2, “Summary of Significant Accounting Policies” for a discussion of a correction of an error relating to Neogenyx NCI.
Current report
Change in Accounting Method - Investment Tax Credits for Energy Assets
Current report
During the interim period ended September 30, 2026, we changed our method of accounting for nonrefundable, transferable investment tax credits associated with our energy assets effective January 1, 2026. Under the new method, we recognize ITCs in the income tax provision in the period the credits are generated rather than as a reduction in the cost basis of the related energy assets. We determined that the new method is preferable because it better reflects the tax attributes and timing of realization of the credits and results in consistent accounting for credits we intend to sell and those we intend to use. The change was applied retrospectively. See Notes 2 and 19 to our condensed consolidated financial statements for additional information.
Current report
Energy Assets Depreciation and Amortization
Current report
Effective July 1, 2026, we revised the estimated useful lives of certain energy assets from twenty to thirty years. The change reflects updated information and operating experience which indicate that these assets are expected to provide economic benefits over a longer period than previously estimated. The change is being accounted for prospectively as a change in accounting estimate under ASC 250. See Note 6 “Energy Assets, Net” to our condensed consolidated financial statements for additional information.
Current report
Joint Ventures
Current report
We conduct certain of our business activities through joint ventures and other arrangements in which we share ownership with third parties, including our Ameresco Sunel Energy joint venture in Europe and Neogenyx. These arrangements may expose us to risks that differ from those associated with our wholly owned operations, including reliance on our joint venture partners, differences in strategic or operational priorities, limitations on our ability to independently direct certain actions, and risks arising from the financial condition, performance or conduct of our partners. Depending on the size and scope of activities conducted through these joint ventures, their performance, capital requirements and the timing and mix of their activities may have an increasingly meaningful impact on our financial condition and results of operations.
Current report
•North America Regions: the decrease is primarily due to higher operating expenses, attributed to increases in payroll and related benefits as well as higher legal costs, and increased unrealized losses from derivatives in 2026, partially offset by higher gross profit partially due to energy asset revenue discussed above and partially due to the change in the estimated useful lives of certain energy assets from twenty to thirty years as more fully described in Note 6 “Energy Assets, Net”.
Current report
•Europe: the increase is primarily due to higher gross profit and gross profit as a percentage of revenue attributed to a more favorable mix of project margins. For the nine months ended September 30, 2026, the increase is also due to an increase in revenue noted above.
Current report
On August 6, 2026, a joinder agreement was executed with reference to the note purchase and private shelf agreement, dated April 30, 2025, and new notes (Series D) were issued with proceeds of $30.6 million, net of original issue discounts, with a maturity date of December 31, 2046. The notes bear interest at a fixed rate of 6.72% per annum and the interest is payable quarterly and commenced August 6, 2026.
Removed paragraphs (2)
Previous report
•North America Regions: the decrease is primarily due to a decrease in unrealized gains from derivatives, a decrease in other income, lower gross profit due to lower project revenue, and the impact of lower-margin project mix in the three months ended June 30, 2026, partially offset by a higher-margin project mix in the six months ended June 30, 2026.
Previous report
•Europe: the increase is primarily due to the increased revenues noted above, partially offset by higher SG&A expenses.
Reworded paragraphs (48)
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, 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”). Statements that do not relate strictly to historical or current facts are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include 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; 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,” “plan,”“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 discussed in the section titled “Risk Factors,” set forth in Part I, Item 1A of our 2025 Form 10-K. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we h…
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”). Statements that do not relate strictly to historical or current facts are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include 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 infrastructure, 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; 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,” “plan,”“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 discussed in the section titled “Risk Factors,” set forth in Part I, Item 1A of our 2025 Form 10-K. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some po…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Ameresco is a leading energy infrastructure company delivering integrated solutions that help customers create reliable power and modernize infrastructure. Operating at the intersection of growing power demand and aging infrastructure, Ameresco combines a broad portfolio of technologies, services, and expertise to address both generation-side and facility-side challenges. Through its two business pillars, Power Infrastructure and Buildings & Public Infrastructure, the Company delivers innovative solutions that enhance reliability, optimize performance, improve resilience, and create long-term value for customers.
Current wording
Ameresco is a leading energy infrastructure company delivering integrated solutions that help customers create reliable power and modernize infrastructure. Operating at the intersection of growing power demand and aging infrastructure, Ameresco combines a broad portfolio of technologies, services, and expertise to address both generation-side and facility-side challenges. Through our two business pillars, Power Infrastructure and Buildings & Public Infrastructure, we deliver innovative solutions that enhance reliability, optimize performance, improve resilience, and create long-term value for customers.
Previous wording
Among other provisions, the OBBB introduces new timing requirements for solar-only projects seeking eligibility for Investment Tax Credits (the “ITC”) under Section 48 of the Internal Revenue Code (the “Code”). To qualify, such projects must commence construction by July 4, 2026, and be placed in service by December 31, 2027. The OBBB also phases down ITCs for energy storage projects beginning in 2034, with a complete phase-out by 2036. Additionally, it increases the requirements for the domestic content bonus credit and introduces new compliance obligations under the Foreign Entity of Concern (“FEOC”) provisions for solar and energy storage projects beginning construction in 2026.
Current wording
Among other provisions, the OBBB introduced 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 increased the requirements for the domestic content bonus credit and introduced new compliance obligations under the Foreign Entity of Concern (“FEOC”) provisions for solar and energy storage projects beginning construction in 2026.
Previous wording
Neogenyx Fuels LLC Joint Venture Transaction
Current wording
Neogenyx Fuels LLC Joint Venture Transaction and Attribution of Earnings (Loss) to Non-Controlling Interest
Previous wording
On May 4, 2026, we entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital and an affiliate thereof (“HASI”) to combine our biogas business into a new joint venture, Neogenyx Fuels LLC. At closing on May 12, 2026, we contributed our existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while HASI acquired a 30% interest through a $400 million cash commitment. Of this amount, (i) $233,800 was paid to Ameresco at closing, of which $57,942, was used to pay existing project-level debt and approximately $5,371 was used to pay fees, and (ii) a portion of the remaining $166,200 was contributed to the joint venture at closing and the remainder thereof will be contributed over a period of time to fund the joint venture.
Current wording
On May 4, 2026, we entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital and an affiliate thereof (“HASI”) to combine our biogas business into a new joint venture, Neogenyx Fuels LLC (“Neogenyx”). At closing on May 12, 2026, we contributed our existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while HASI acquired a 30% interest through a $400.0 million cash commitment. Of this amount, (i) $233.8 million was paid to Ameresco at closing, of which $57.9 million, was used to pay existing project-level debt and approximately $5.4 million was used to pay fees, and (ii) a portion of the remaining $166.2 million was contributed to the joint venture at closing and the remainder thereof will be contributed over a period of time to fund the joint venture.
Previous wording
Following the closing, we are consolidating the joint venture into our financial statements.
Current wording
Following the closing, the joint venture is consolidated in our financial statements.
Previous wording
During the six months ended June 30, 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 six months ended June 30, 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.
Current wording
During the nine months ended September 30, 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 nine months ended September 30, 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 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 six months ended June 30, 2026, we granted 620,200 common stock options and 128,160 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.0 million at June 30, 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.
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 nine months ended September 30, 2026, we granted 640,200 common stock options and 133,292 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $24.1 million at September 30, 2026, compared to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of two 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 $1.7 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at June 30, 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.
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 $1.7 billion and $2.2 billion, net of amounts attributable to a non-controlling interest at September 30, 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
•Revenues: total revenues for the three months ended June 30, 2026 increased over 2025 primarily due to a $22.8 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, primarily in U.S. Federal and Europe segments. The increase is in part attributed to a $13.0 million, or 21% increase in energy asset revenue resulting from the growth of our operating asset portfolio and an $8.2 million, or 29%, increase in operations and maintenance revenue due to continued additions of new long-term contracts.
Current wording
•Revenues: total revenues for the three months ended September 30, 2026 increased over 2025 primarily due to a $36.1 million, or 9%, increase in our project revenues, primarily in our U.S. Federal segment and partially offset by a decrease in North America. The change in project revenues is attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The increase in revenues is also in part attributed to a $12.8 million, or 21% increase in energy asset revenue resulting from the growth of our operating asset portfolio and a $6.2 million, or 20%, increase in operations and maintenance revenue due to continued additions of new long-term contracts.
Previous wording
•Cost of Revenues and Gross Profit: the increased 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 as well as growth in our operations and maintenance business.
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 costs from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues increased primarily in our project revenues, due to a more favorable mix of higher-margin projects, as well as in our operations and maintenance business, due to the benefit of annual price increases on relatively stable costs on certain operations and maintenance contracts.
Previous wording
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended June 30, 2026 increased from 2025 primarily due to an increase in professional fees of $1.8 million and payroll and benefit costs of $0.7 million, offset in part by a decrease in restructuring costs.
Current wording
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended September 30, 2026 increased from 2025 primarily due to an increase in payroll and benefit costs of $2.8 million and professional fees of $1.3 million from increased legal costs.
Previous wording
•Interest Expense and Interest Income, Net: increased $5.1 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Current wording
•Interest Expense and Interest Income, Net: increased $3.9 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Previous wording
•Other Expenses (Income), Net: Other expenses (income), net for the three months ended June 30, 2026 is lower than 2025 primarily due to the impact of foreign currency transaction gains and losses. In the three months ended June 30, 2026 we recognized a loss of $0.0 million compared to gains of $3.0 million in the same period last year.
Current wording
•Other Expenses (Income), Net: Other expenses (income), net for the three months ended September 30, 2026 is lower than 2025 primarily due to the impact of the change in derivatives from a loss of $0.8 million to a gain on derivatives of $0.6 million, as well as a reduction in other expenses of $1.2 million primarily due to lower discount expense associated with certain project arrangements in Europe. These decreases were offset in part by a decrease in foreign currency transaction losses of $1.2 million in the three months ended September 30, 2026 compared to the same period last year.
Previous 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. The higher effective rate for the three months ended June 30, 2026 is primarily due to higher income offset by higher investment tax credits forecasted on assets to be placed in service during 2026 versus lower income in 2025 as well as lower investment tax credits earned in 2025. We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan generate and hold more investment tax credits on energy assets placed into service during 2026.
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. The lower effective tax rate benefit for the three months ended September 30, 2026 is primarily due to lower investment tax credits expected on energy assets placed in service during 2026 compared to 2025 and the effect of the accounting method change related to investment tax credits placed in service during 2025, as more fully explained in Note 2 “Summary of Significant Accounting Policies”. Management continues to evaluate the market conditions for opportunities to monetize investment tax credits on favorable terms.
Previous wording
•Net Income (Loss) and Earnings Per Share: Net income (loss) decreased to a loss due to the reasons described above. Basic and diluted loss per share for the six months ended June 30, 2026 was $0.16, a decrease of $0.30 per share basic and diluted compared to the earnings per share in the same period of 2025.
Current wording
•Net Income and Earnings Per Share: Net income decreased due to the reasons described above as well as the increase in gains attributable to non-controlling interest and redeemable non-controlling interest of $11.7 million for the three months ended September 30, 2026 compared to the same period in 2025. Basic and diluted earnings per share for the three months ended September 30, 2026 was $0.60 and $0.59 respectively, a decrease of $0.80 per share for both basic and diluted compared to the same period of 2025.
Previous wording
Our results of operations for the six months ended June 30, 2026 are due to the following:
Current wording
Our results of operations for the nine months ended September 30, 2026 are due to the following:
Previous wording
•Revenues: total revenues for the six months ended June 30, 2026 increased over 2025 primarily due to a $61.8 million, or 10%, increase in our project revenues attributed to continued growth and expansion in our project business in Europe, the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, principally in our Federal and Europe segments, as well as the impact of the 2025 reversal of previously recognized revenue on a Federal solar photovoltaic energy project that was determined that the closing of the sale was not probable.. The increase is in part attributed to a $13.6 million, or 26% in operations and maintenance revenue due to continued additions of new long-term contracts, and a $17.0 million, or 14% increase and energy asset revenue resulting from the growth of our operating asset portfolio.
Current wording
•Revenues: total revenues for the nine months ended September 30, 2026 increased over 2025 primarily due to a $97.9 million, or 10%, increase in our project revenues due to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects attributed primarily our U.S. Federal and Europe segments, offset in part by our North America segment, as well as the impact of the 2025 reversal of previously recognized revenue on a Federal solar photovoltaic energy project when it was determined that the closing of the sale was not probable. The increase is also attributed to a $29.9 million, or 16% increase and energy asset revenue resulting from the growth of our operating asset portfolio and a $19.8 million, or 24% in operations and maintenance revenue due to continued additions of new long-term contracts.
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 increased primarily in our energy asset and operations and maintenance businesses due in part to growth in these businesses as noted above, production tax credits earned, and the benefit of annual price increases on relatively stable costs on certain operations and maintenance contracts.
Current wording
•Cost of Revenues and Gross Profit: the increased 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 in our project revenues, due to a more favorable mix of higher-margin projects, as well as growth in our operations and maintenance business due in part to higher margins on operations and maintenance projects due to the benefit of annual price increases on relatively stable costs on certain operations and maintenance contracts.
Previous wording
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the six months ended June 30, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $4.5 million, increases in professional fees of $3.2 million, as well as the effect of 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
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the nine months ended September 30, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $7.3 million, increases in professional fees of $4.4 million due to increased legal costs.
Previous wording
•Interest Expense and Interest Income, Net: increased $10.4 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Current wording
•Interest Expense and Interest Income, Net: increased $14.3 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
Previous wording
•Other Expenses (Income), Net: Other expenses (income), net for the six months ended June 30, 2026 increased over 2025 primarily due to an increase in loss from foreign currency transactions of $1.0 million compared to gains of $4.4 million in the same period last year.
Current wording
•Other Expenses (Income), Net: Other expenses (income), net for the nine months ended September 30, 2026 increased over 2025 primarily due to loss from foreign currency transactions of $2.4 million compared to gains of $4.2 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. The lower effective rate for the six months ended June 30, 2026 is primarily due to higher investment tax credits forecasted on assets to be placed into service during 2026 versus 2025.We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan to generate and hold more investment tax credits on energy assets placed in service during 2026.
Current wording
•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. The lower effective tax rate benefit for the nine months ended September 30, 2026 is primarily due to lower investment tax credits expected on energy assets placed in service during 2026 compared to 2025 and the effect of the accounting method change related to investment tax credits placed in service during 2025, as more fully explained in Note 2 “Summary of Significant Accounting Policies”.
Previous wording
•Net Income and Earnings Per Share: Net income decreased due to the reasons described above as well as the impact of gains attributable to non-controlling interest and redeemable non-controlling interest of 10.2 million. Basic and diluted earnings per share for the three months ended June 30, 2026 was $0.18, a decrease of $0.06 per share basic and diluted compared to the same period of 2025.
Current wording
•Net Income and Earnings Per Share: Net income decreased due to the reasons described above as well as the increase in gains attributable to non-controlling interest and redeemable non-controlling interest of $23.2 million. Basic and diluted loss per share for the nine months ended September 30, 2026 was $0.36 and $0.35 respectively, a decrease of $1.40 and $1.39 compared to the earnings per share in the same period of 2025.
Previous wording
Our reportable segments for the three and six months ended June 30, 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.
Current wording
Our reportable segments for the three and nine months ended September 30, 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 six-month period and are against the same prior year period unless otherwise noted.
Current wording
All financial result comparisons made below relate to the three and nine-month period and are against the same prior year period unless otherwise noted.
Previous wording
•U.S. Federal: the increase in revenue during the three and six months ended June 30, 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 as well as increased operations and maintenance revenue attributed to continued additions of new long-term contracts as well as increased energy asset revenue resulting from the growth of our operating asset portfolio. The increase in revenue during the six months ended June 30, 2026 is also due to the impact in 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.
Current wording
•U.S. Federal: the increase in revenue during the three and nine months ended September 30, 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 as well as increased operations and maintenance revenue attributed to continued additions of new long-term contracts and increased energy asset revenue resulting from the growth of our operating asset portfolio. The increase in revenue during the nine months ended September 30, 2026 is also due to the impact in 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: the increase in revenue is primarily due to increased energy assets revenue resulting from the continued growth of our operating asset portfolio as well as increased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs.
Current wording
•Renewable Fuels: the increase in revenue is primarily due to increased energy assets revenue resulting from the continued growth of our operating asset portfolio. For the nine months ended September 30, 2026 the increase in revenue is also attributed to sales of certain environmental credits earned and an increase in project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs.
Previous wording
•Europe: the increase in revenue is primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects primarily related to increased activity under our joint ventures in Greece and Romania compared to the prior period.
Current wording
•Europe: the revenue decrease during the three months ended September 30, 2026 is primarily due to lower project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The increase in revenue during the nine months ended September 30, 2026 is primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects primarily in the UK as well as under our joint ventures in Greece and Romania compared to the prior period.
Previous 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.
Current wording
•All Other: All other revenues decreased year-over-year primarily due to lower sales in our integrated PV line of business.
Previous wording
Income before Taxes and Unallocated Corporate Activity
Current wording
Income (loss) before Taxes and Unallocated Corporate Activity
Previous wording
•U.S. Federal: the increase is primarily due to higher gross profit primarily due to the benefit of annual price increases on relatively stable costs for certain operations and maintenance contracts and an increase in unrealized gains from derivatives, partly offset by increased operating expenses from legal costs compared to the prior period.
Current wording
•U.S. Federal: the increase is primarily due to higher gross profit on project revenue as well as the benefit of annual price increases on relatively stable costs for certain operations and maintenance contracts, and an increase in unrealized gains from derivatives, partially offset by increased operating expenses from legal costs compared to the prior period.
Previous wording
•Renewable Fuels: the increase during the three months ended June 30, 2026 is primarily due to additional assets placed into service as well as production tax credits earned resulting in higher gross profit and profit margins, offset by higher interest expenses. The increase in loss during the six months ended June 30, 2026 is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts in the first quarter of the year, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.
Current wording
•Renewable Fuels: The increase in loss is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts in the first quarter of the year, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses. For the nine months ended September 30, 2026 there was a partially offsetting increase to income before taxes due to higher production tax credits earned.
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 expenses increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increased stock compensation and insurance 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.
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 increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increases in payroll and related benefits, higher insurance 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
Of the $400 million cash commitment from HASI related to the new joint venture, Neogenyx Fuels LLC, which closed on May 12, 2026, (i) $233,800 was paid to Ameresco at closing, of which $57,942, was used to pay existing project-level debt and approximately $5,371 was used to pay fees, and (ii) a portion of the remaining $166,200 was contributed to the joint venture at closing. The remainder thereof will be contributed over a period of time to fund the joint venture, which funds are being used for strategic opportunities, working capital, and deleveraging throughout the year. See Neogenyx Fuels transaction in Key Factors and Trends above for further details.
Current wording
Of the $400.0 million cash commitment from HASI related to the new joint venture, Neogenyx Fuels LLC, which closed on May 12, 2026, (i) $233.8 million was paid to Ameresco at closing, of which $57.9 million, was used to pay existing project-level debt and approximately $5.4 million was used to pay fees, and (ii) a portion of the remaining $166.2 million was contributed to the joint venture at closing. The remainder thereof will be contributed over a period of time to fund the joint venture, which funds are being used for strategic opportunities, working capital, and deleveraging throughout the year. See Neogenyx Fuels transaction in Key Factors and Trends above for further details.
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 June 30, 2026, the interest rates were 6.23% and 6.27% 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 September 30, 2026, the interest rates were 6.43% and 6.33% per annum for the term loan and revolving credit facility, respectively.
Previous wording
As of June 30, 2026, the balance on the senior secured term loans was $136.9 million, the balance on the senior secured revolving credit facility was $153.0 million, and we had funds available of $42.8 million.
Current wording
As of September 30, 2026, the balance on the senior secured term loans was $135.1 million, the balance on the senior secured revolving credit facility was $150.0 million, and we had funds available of $53.7 million.
Previous 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 June 30, 2026, $435.6 million 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 September 30, 2026, $434.4 million was outstanding under this facility, net of unamortized debt discount and issuance costs.
Previous wording
During the six months ended June 30, 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 June 30, 2026, $20.3 million was outstanding under this facility and $79.7 million was available for borrowing.
Current wording
During the nine months ended September 30, 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 September 30, 2026, $16.6 million was outstanding under this facility and $83.4 million was available for borrowing.
Previous wording
During the six months ended June 30, 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 six months ended June 30, 2026, we entered into an amended and restated participation agreement which extended the participation date from June 30, 2026 to March 31, 2027. During the six months ended June 30, 2026, we were in default of certain lien provisions of this agreement. In June 2026, we received waiver of these defaults which are valid until August 14, 2026, August 30, 2026, and December 30, 2026.
Current wording
During the nine months ended September 30, 2026, we sold and leased back three energy assets for $9.3 million in cash proceeds under our August 2018 Master Sale-leaseback. During the nine months ended September 30, 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 nine months ended September 30, 2026, we were in default of certain lien provisions of this agreement. In June 2026, we received waiver of these defaults which are valid until December 2026.
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Previous report — wording carried elsewhere
Management continues to evaluate the market conditions for opportunities to monetize investment tax credits on favorable terms.