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Ameresco Reports Third Quarter 2026 Financial Results

Guidance changes reflect accounting revisions rather than a changed operational outlook, while project backlog grew 39%.

(Very High)

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Third Quarter Results Reflected Strong Growth Across Major Business Lines, Margin Expansion and Robust Business Development

39% Total Backlog Growth to Record $7.2 Billion

$875 Million in New Project Awards Led by Strong Momentum in Europe and Federal

$737 Million Converted to Contracted Backlog from Awarded

Adjusting Guidance to Reflect Adoption of New JV Accounting Methodology

Third Quarter 2026 Financial Highlights:

  • Revenues of $580.3 million
  • Net income attributable to common shareholders of $31.9 million
  • GAAP EPS of $0.59
  • Non-GAAP EPS $0.88
  • Adjusted EBITDA of $91.7 million

FRAMINGHAM, Mass.--(BUSINESS WIRE)-- Ameresco, Inc. (NYSE:AMRC), a leading energy infrastructure company, today announced financial results for the third quarter ended September 30, 2026. The Company also furnished supplemental information in conjunction with this press release in a Current Report on Form 8-K. The supplemental information, which includes Non-GAAP financial measures, has been posted to the “Investors” section of the Company’s website at www.ameresco.com. Reconciliations of Non-GAAP measures to the appropriate GAAP measures are included herein. All financial result comparisons made are against the prior year period unless otherwise noted.

“Our third quarter results represented another quarter of strong growth and disciplined execution. We achieved revenue increases across each of our major business lines, expanded margins and continued to build both awarded and contracted backlogs. The $875 million in new projects we were awarded in the third quarter brought Ameresco’s total project backlog to a record $7.2 billion. This also was an excellent quarter for project contract conversion with $737 million converting from awarded into contracted backlog, building visibility as we head into 2027,” CEO George Sakellaris commented.

“The strength of our business model is reflected in the diversity of our solutions, markets and customers. We secured over $675 million in additional awards driven by strength in Federal infrastructure and Europe. We also added data center energy infrastructure awards of $200 million representing an expanded scope of work for Ameresco at an existing project. In addition, our recurring O&M and Energy Asset businesses continue to grow at an impressive pace, further enhancing long-term revenue visibility and reinforcing the resilience of our business model,” Mr. Sakellaris concluded.

Third Quarter Financial Results
(All financial result comparisons made are against the prior year period unless otherwise noted.)

(in thousands)

Q3 2026

Q3 2025

 

Revenue

Net Income (Loss)(2)

Adj. EBITDA(3)

Revenue

Net Income As Adjusted(1) (2)

Adj. EBITDA As Adjusted (3)

Projects

$446,025

$29,760

$41,517

$409,952

$8,919

$28,070

Energy Assets

$75,381

$9,071

$40,504

$62,537

$66,110

$40,855

O&M

$36,989

$8,121

$9,066

$30,770

$1,257

$2,628

Other

$21,920

($150)

$654

$22,728

$997

$2,169

Total (3)

$580,315

$46,802

$91,741

$525,987

$77,283

$73,722

 

 

 

 

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

(2) Net Income (loss) represents net income (loss) before non-controlling interests.

(3) Adjusted EBITDA is based on consolidated net income and no longer includes an adjustment to remove the non-controlling interest portion.

(4) Numbers in table may not sum due to rounding.

Total revenue increased 10% to $580.3 million, reflecting broad-based growth across Projects, Energy Assets and O&M and continued strong execution on project backlog conversion. Project revenue increased 9% to $446.0 million, while Energy Asset revenue grew 21% to $75.4 million, as we continued to expand our portfolio of owned operating assets. O&M revenue increased 20% to $37.0 million, driven by the continued addition of new long-term operations and maintenance contracts. Gross margin expanded to 18.7%, with meaningful improvement on both a sequential and year-over-year basis. Margin improvement was driven by a combination of a favorable business mix, strong execution and a decrease in depreciation related to an adjustment to our energy assets’ useful lives.

Net income attributable to common shareholders was $31.9 million, or $0.59 per diluted share, while Non-GAAP EPS was $0.88. Adjusted EBITDA increased 24% to $91.7 million. In Q3 we adopted HLBV accounting related to the Neogenyx Fuels transaction. HLBV accounting allocates income or loss among partners based on the change in the amounts each partner would receive if the entity were hypothetically liquidated at book value at each reporting date. This method is commonly used in tax equity and complex partnership structures. Given the inherent variability within the HLBV calculation quarter-to-quarter, to facilitate comparability, our Non-GAAP EPS and adjusted EBITDA now reflect 100% of the operating results of our consolidated joint ventures, most notably Ameresco Sunel Energy ("AMRC Sunel JV"), a significant part of our Europe segment, and Neogenyx Fuels, which constitutes substantially all of the business reported in our Renewable Fuels segment. Results of these joint ventures are included in the Non-GAAP Financial Measures below.

Earnings for the quarter also included a large tax benefit related to our planned adoption of a tax-based accounting policy as discussed last quarter. This better aligns earnings recognition with the period in which investment tax credits are generated, rather than allocating the benefit over the life of the related assets.

Project and Asset Highlights

($in millions)

 

At September 30, 2026

Awarded Project Backlog (1)

 

$4,561

Contracted Project Backlog

 

$2,593

Total Project Backlog

 

$7,154

12-month Contracted Backlog (2)

 

$1,226

New Contracts

 

$737

New Awards (3)

 

$875

 

 

 

Total O&M Revenue Backlog

 

$1,509

12-month O&M Backlog

 

$118

Total Energy Asset Visibility (4)

 

$3,187

Total Revenue Visibility

 

$11,850

 

 

 

Energy Assets Placed into Operation

 

3 MWe

Energy Assets New Awards / Scope Changes

 

(6) MWe

Total Operating Energy Assets (5)

 

827 MWe

Ameresco's Net Assets in Development (5)

 

500 MWe

 

 

 

(1) Customer contracts that have not been signed yet

(2) We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog

(3) Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed

(4) Estimated contracted revenue and incentives during PPA period plus estimated additional revenue from operating RNG assets over a 20-year period, assuming RINs at $1.50/gallon and brown gas at $3.50/MMBtu with $3.00/MMBtu for LCFS on certain projects

(5) Net MWe capacity includes only our share of any jointly owned assets

Balance Sheet and Cash Flow Metrics

($in millions)

September 30, 2026

Total Corporate Debt (1)

$380.4

Corporate Debt Leverage Ratio (2)

2.9X

European Facilities

$29.9

 

 

Total Energy Asset Debt (3)

$1,600.2

Energy Asset Book Value (4)

$2,567.7

Energy Debt Advance Rate (5)

62%

 

 

Q3 Cash Flows from Operating Activities (6)

$(8.9)

Plus: Q3 Proceeds from Federal ESPC Projects

$12.6

Equals: Q3 Non-GAAP Adjusted Cash from Operations

$3.7

 

 

8-quarter rolling average Cash Flows from Operating Activities (6)

$1.3

Plus: 8-quarter rolling average Proceeds from Federal ESPC Projects

$24.5

Equals: 8-quarter rolling average Non-GAAP Adjusted Cash from Operations

$25.7

 

 

(1) Subordinated debt, term loans, and drawn amounts on the revolving line of credit, net of debt discount and issuance costs

(2) Debt to EBITDA, as calculated under our Sr. Secured Credit Facility

(3) Term loans, sale-leasebacks and construction loan project financings for our Energy Assets in operations and in-construction and development, net of debt discount and issuance costs.

(4) Book Value of our Energy Assets in operations and in-construction and development

(5) Total Energy Asset Debt divided by Energy Asset Book Value

(6) Cash flows from operating activities includes proceeds from sales of investment tax credits. Prior to the change in our method of accounting for nonrefundable, transferable investment tax credits associated with our energy assets, these proceeds were not included in operating activities. Prior periods, including 2025, have been retrospectively adjusted.

Unrestricted cash increased to $128.5 million with total corporate debt of $380.4 million. Our corporate leverage was 2.9x, comfortably below our 3.5x covenant. We also strengthened our capital position in Q3, securing $106 million of financing and financing commitments.

Adjusted Cash from Operations was positive in Q3. On a rolling eight-quarter basis, Adjusted Cash from Operations was approximately $26 million, compared with $30 million last quarter, primarily reflecting the timing and mix of activity in the period.

Summary and Outlook
“Our rapidly growing project backlog together with the strength of our recurring revenue businesses position us for continued growth in 2027 and beyond. Ameresco remains well positioned to benefit from the emerging power infrastructure opportunities within the data center and C&I landscape, while we continue to see positive trends in our traditional markets serving the federal government, municipalities, universities, schools, and hospitals. We are also at the forefront of the technology curve as we integrate fuel cells, microgrids, small and micro nuclear reactors and other cutting-edge technologies into our comprehensive portfolio of solutions helping us to meet growing industry demand,” concluded CEO George Sakellaris.

Fourth quarter and full year updated guidance is shown in the table below and reflects the inclusion of 100% of the operating results of our consolidated joint ventures as well as the recast of our 2026 performance as a result of adopting a tax-based accounting policy for transferable tax credits, which is a retrospective application of this accounting policy. The guidance reflect only these changes and does not reflect a change in our operational outlook. Our full year adjusted EBITDA and Non-GAAP EPS would otherwise have been unchanged.

Historical results for the last six quarters, presented on a comparable basis, are provided in the Non-GAAP Financial Measures below.

Q4 2026 Guidance Ranges

Revenue

$625 million

$650 million

Gross Margin

17.0%

18.0%

Adjusted EBITDA (1)

$80 million

$90 million

Non-GAAP EPS (1)

$0.95

$1.05

 

 

 

FY 2026 Guidance Ranges

Revenue

$2.13 billion

$2.15 billion

Gross Margin

17%

18%

Adjusted EBITDA (1)

$295 million

$305 million

Depreciation & Amortization

$115 million

$116 million

Interest Expense & Other

$105 million

$110 million

Effective Tax Rate

Approximately (50%)

Non-GAAP EPS (1)

$1.85

$1.95

 

(1) The Company’s Adjusted EBITDA and Non-GAAP EPS guidance excludes adjustments for one-time charges, energy asset and goodwill impairment charges, changes in contingent consideration, restructuring activities, as well as any related tax impact. The Company has not reconciled its Adjusted EBITDA guidance to the most directly comparable GAAP measure because certain reconciling items are not available without unreasonable effort. These items could have a material impact on the Company’s GAAP results.

Conference Call/Webcast Information
The Company will host a conference call today at 4:30 p.m. ET to discuss third quarter 2026 financial results, business and financial outlook, and other business highlights. To participate on the day of the call, dial 1-888-596-4144, or internationally 1-646-968-2525, and enter the conference ID: 4849290, approximately 10 minutes before the call. A live, listen-only webcast of the conference call will also be available over the Internet. Individuals wishing to listen can access the call through the “Investors” section of the Company’s website at www.ameresco.com. If you are unable to listen to the live call, an archived webcast will be available on the Company’s website for one year.

Use of Non-GAAP Financial Measures
This press release and the accompanying tables include references to adjusted EBITDA, Non- GAAP EPS, Non-GAAP net income and adjusted cash from operations, which are Non-GAAP financial measures. For a description of these Non-GAAP financial measures, including the reasons management uses these measures, please see the section following the accompanying tables titled “Exhibit A: Non-GAAP Financial Measures”. For a reconciliation of these Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the accompanying tables.

Defined Terms
More details on additional definitions used herein, such as total project backlog, awarded backlog, contracted backlog, O&M backlog, 12-month backlog and assets in development are provided in our periodic reports filed with the SEC.

About Ameresco, Inc.
Ameresco, Inc. (NYSE: AMRC) is a leading energy infrastructure company delivering integrated solutions to create reliable power and modernize infrastructure. The company’s Power Infrastructure business integrates energy resources across behind-the-meter and utility-scale systems. Its Buildings & Public Infrastructure business modernizes the built environment with smart, connected solutions that optimize performance and enhance resilience. Ameresco is a trusted full lifecycle partner, delivering over $15 billion in solutions and contracting over 5 GW of energy resources since its founding in 2000. Headquartered in Massachusetts, Ameresco serves public and private sector customers across North America and Europe. Learn more at www.ameresco.com.

Safe Harbor Statement
This release contains forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include expectations about market conditions, pipeline, visibility, backlog and conversion thereof, pending agreements, new and expanding market opportunities, financial guidance including estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, interest rate, depreciation, tax attributes and capital investments; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages, goals, strategies, investment objectives, plans and achievements and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions .The forward-looking statements included herein involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: (i) demand for our energy efficiency and infrastructure solutions and our ability or inability to execute our strategic growth plan, including our ability to invest according to plan, grow our businesses (including through joint ventures or other co-investment vehicles and expand into new lines of business); (ii) the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; (iii) the timing of work we do on projects where we recognize revenue on a percentage of completion basis; (iv) the ability to perform under signed contracts without delay and in accordance with their terms and the potential for liquidated and other damages we may be subject to; (v) the fiscal health of the government and the impact of any government shutdowns; (vi) our ability to complete and operate our projects on a profitable basis and as committed to our customers; (vii) our cash flows from operations and our ability to arrange financing to fund our operations and projects; (viii) our customers’ ability to finance their projects and credit risk from our customers; (ix) our ability to comply with covenants in our existing debt agreements; (x) the impact of macroeconomic challenges, weather related events and climate change; (xi) our reliance on third parties for our construction and installation work; (xii) availability and cost of labor and equipment; (xiii) global supply chain challenges, component shortages and inflationary pressures; (xiv) changes in federal, state and local government policies and programs related to our business; (xv) the ability of customers to cancel or defer contracts included in our backlog; (xvi) the output and performance of our energy plants and energy projects; (xvii) cybersecurity incidents and breaches; (xviii) regulatory and other risks inherent to constructing and operating energy assets; (xix) the effects of and ability to close our acquisitions and joint ventures; (xx) seasonality in construction and in demand for our products and services; (xxi) a customer’s decision to delay our work on, or other risks involved with, a particular project; (xxii) the addition of new customers or the loss of existing customers; (xxiii) market price of our Class A Common stock prevailing from time to time; (xxiv) the nature of other investment opportunities presented to our Company from time to time; (xxv) risks related to our international operation and international growth strategy; and (xxvi) the other risks described in our periodic reports filed with the SEC, including under the caption “Risk Factors” in Part I, Item 1A of our Annual Report. Except as required by law, we undertake no obligation to update any forward-looking statements appearing in this press release.

AMERESCO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)

 

September 30,

December 31,

2026

2025

ASSETS

(unaudited)

As Adjusted

Current assets:
Cash and cash equivalents

128,471

 

71,785

 

Restricted cash

86,424

 

92,515

 

Accounts receivable, net of allowance of $851 and $869, respectively

276,560

 

257,856

 

Accounts receivable retainage, net

26,152

 

53,618

 

Unbilled revenue

1,000,293

 

799,109

 

Inventory, net

12,031

 

12,609

 

Prepaid expenses and other current assets

236,297

 

260,688

 

Income taxes receivable

4,055

 

2,166

 

Project development costs, net

24,688

 

23,010

 

Total current assets

1,794,971

 

1,573,356

 

Federal ESPC receivable

533,639

 

503,449

 

Property and equipment, net

10,553

 

10,077

 

Energy assets, net

2,567,692

 

2,301,424

 

Deferred income tax assets, net

56,784

 

43,581

 

Goodwill, net

68,851

 

69,302

 

Intangible assets, net

5,758

 

7,464

 

Right-of-use assets, net

71,051

 

76,165

 

Restricted cash, non-current portion

26,014

 

22,215

 

Other assets

118,263

 

117,797

 

Total assets

5,253,576

 

4,724,830

 

 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities, net

176,855

 

132,125

 

Accounts payable

711,177

 

691,197

 

Accrued expenses and other current liabilities

111,252

 

113,878

 

Current portions of operating lease liabilities

9,970

 

7,959

 

Deferred revenue

72,770

 

79,908

 

Income taxes payable

4,596

 

3,845

 

Total current liabilities

1,086,620

 

1,028,912

 

Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs

1,833,630

 

1,749,708

 

Federal ESPC liabilities

531,861

 

478,970

 

Deferred income tax liabilities, net

2,111

 

2,943

 

Deferred grant income

4,854

 

5,385

 

Long-term operating lease liabilities, net of current portion

49,168

 

55,938

 

Other liabilities

95,419

 

91,003

 

Commitments and contingencies (Note 10)
Redeemable non-controlling interests, net

—

 

1,419

 

Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2026 and December 31, 2025

—

 

—

 

Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 37,213,210 shares issued and 35,111,375 shares outstanding at September 30, 2026, 36,963,263 shares issued and 34,861,428 shares outstanding at December 31, 2025

3

 

3

 

Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at September 30, 2026 and December 31, 2025

2

 

2

 

Additional paid-in capital

364,286

 

395,656

 

Retained earnings

903,564

 

884,724

 

Accumulated other comprehensive loss, net

(5,069

)

(460

)

Treasury stock, at cost, 2,101,835 shares at September 30, 2026 and December 31, 2025

(11,788

)

(11,788

)

Stockholders' equity before non-controlling interest

1,250,998

 

1,268,137

 

Non-controlling interests

398,915

 

42,415

 

Total stockholders’ equity

1,649,913

 

1,310,552

 

Total liabilities, redeemable non-controlling interests and stockholders' equity

5,253,576

 

4,724,830

 

 
In thousands, except share and per share amounts.

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)

 
Three Months Ended September 30, Nine Months Ended September 30,

2026

2025

2026

2025

As Adjusted

As Adjusted

 
Revenues

 

580,315

 

 

525,987

 

 

1,497,239

 

 

1,351,100

 

Cost of revenues

 

471,710

 

 

443,687

 

 

1,246,517

 

 

1,147,582

 

Gross profit

 

108,605

 

 

82,300

 

 

250,722

 

 

203,518

 

Earnings from unconsolidated entities

 

252

 

 

1,393

 

 

743

 

 

1,804

 

Selling, general and administrative expenses

 

47,598

 

 

43,372

 

 

141,463

 

 

127,593

 

Operating income

 

61,259

 

 

40,321

 

 

110,002

 

 

77,729

 

Interest expense and interest income, net

 

25,944

 

 

22,057

 

 

77,529

 

 

63,249

 

Other expenses (income), net

 

768

 

 

2,131

 

 

1,103

 

 

(5,795

)

Income before income taxes

 

34,547

 

 

16,133

 

 

31,370

 

 

20,275

 

Income tax benefit

 

(12,255

)

 

(61,150

)

 

(16,400

)

 

(78,078

)

Net income

 

46,802

 

 

77,283

 

 

47,770

 

 

98,353

 

Net income attributable to non-controlling interests and redeemable non-controlling interests

 

(14,921

)

 

(3,245

)

 

(28,884

)

 

(5,650

)

Net income attributable to common shareholders

 

31,881

 

 

74,038

 

 

18,886

 

 

92,703

 

Net income per share attributable to common shareholders:
Basic

$

0.60

 

$

1.40

 

$

0.36

 

$

1.76

 

Diluted

$

0.59

 

$

1.39

 

$

0.35

 

$

1.74

 

Weighted average common shares outstanding:
Basic

 

53,076

 

 

52,716

 

 

52,985

 

 

52,633

 

Diluted

 

53,675

 

 

53,370

 

 

53,750

 

 

53,095

 

 
In thousands, except per share amounts. All periods unaudited; 2025 as adjusted.

AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

 

 

Nine Months Ended September 30,

 

2026

2025

Cash flows from operating activities:

As Adjusted

Net income

47,770

 

98,353

 

Adjustments to reconcile net income to net cash flows from operating activities:

Depreciation of energy assets, net

87,807

 

79,013

 

Depreciation of property and equipment

1,544

 

1,695

 

Increase in contingent consideration

—

 

71

 

Accretion of ARO liabilities

371

 

324

 

Amortization of debt discount and debt issuance costs

5,645

 

4,421

 

Amortization of intangible assets

1,666

 

1,754

 

Provision for credit losses

—

 

189

 

Gain on disposal of assets

—

 

(1,299

)

Energy asset impairment

334

 

—

 

Non-cash production tax credits recognized

(10,779

)

(8,999

)

Non-cash project revenue related to in-kind leases

(855

)

(6,384

)

Earnings from unconsolidated entities

(743

)

(677

)

Unrealized gain from derivatives

(396

)

(2,154

)

Stock-based compensation expense

11,647

 

10,341

 

Deferred income taxes, net

(16,694

)

(80,496

)

Unrealized foreign exchange loss (gain)

1,872

 

(3,079

)

Changes in operating assets and liabilities:

Accounts receivable

(19,897

)

18,543

 

Accounts receivable retainage

14,995

 

(7,155

)

Federal ESPC receivable

(39,789

)

(59,717

)

Inventory, net

1,345

 

(1,229

)

Unbilled revenue

(204,972

)

(61,835

)

Prepaid expenses and other current assets

14,510

 

(32,695

)

Proceeds from sale of investment tax credits

20,411

 

70,788

 

Income taxes receivable, net

(7,770

)

(1,156

)

Project development costs

(1,311

)

(3,268

)

Other assets

(5,550

)

(8,218

)

Accounts payable, accrued expenses and other current liabilities

42,317

 

17,715

 

Deferred revenue

(4,576

)

1,877

 

Other liabilities

847

 

6,600

 

Cash flows from operating activities

(60,251

)

33,323

 

Cash flows from investing activities:

Purchases of property and equipment

(2,052

)

(217

)

Capital investments in energy assets

(334,910

)

(283,370

)

Capital investments in major maintenance of energy assets

(20,203

)

(16,624

)

Contributions to equity method investments

(1,528

)

(24,264

)

Acquisitions, net of cash received

—

 

(4,595

)

Cash flows from investing activities

(358,693

)

(329,070

)

Cash flows from financing activities:

Payments on long-term corporate debt financings

(4,875

)

(16,750

)

Proceeds from long-term corporate debt financings

45,000

 

100,000

 

Proceeds (payments) on senior secured revolving credit facility, net

—

 

(25,000

)

Proceeds from long-term energy asset debt financings

347,413

 

367,329

 

Payments on long-term energy asset debt and financing leases

(260,961

)

(192,460

)

Proceeds from termination of interest rate swaps

—

 

2,808

 

Payments of debt discount and debt issuance costs

(4,512

)

(7,411

)

Proceeds from Federal ESPC projects

60,703

 

82,034

 

Net payments on energy asset receivable financing arrangements

(581

)

(415

)

Proceeds from exercises of options and ESPP

1,531

 

1,457

 

Contributions from non-controlling interests, net of fees

294,367

 

4,723

 

Distributions to non-controlling interest

(3,218

)

(5,343

)

Investment fund call option exercise

(623

)

—

 

Cash flows from financing activities

474,244

 

310,972

 

 

Effect of exchange rate changes on cash

(906

)

1,993

 

Net increase in cash, cash equivalents, and restricted cash

54,394

 

17,218

 

Cash, cash equivalents, and restricted cash, beginning of period

186,515

 

198,378

 

Cash, cash equivalents, and restricted cash, end of period

240,909

 

215,596

 

 

In thousands. Both periods unaudited; 2025 as adjusted.

Non-GAAP Financial Measures (Unaudited, in thousands)

 

Three Months Ended September 30, 2026

Adjusted EBITDA:

Projects

Energy Assets

O&M

Other

Consolidated

Net income (loss) (1)

$29,760

$9,071

$8,121

$(150)

$46,802

Plus (less): Income tax provision (benefit)

(1,095)

(10,987)

(106)

(67)

(12,255)

Plus: Interest and other expenses, net

8,904

16,656

564

588

26,712

Plus: Depreciation and amortization

833

24,735

250

151

25,969

Plus: Stock-based compensation

2,833

900

227

132

4,092

Plus: Contingent consideration, restructuring and other charges

282

129

10

—

421

Adjusted EBITDA

$41,517

$40,504

$9,066

$654

$91,741

Adjusted EBITDA margin

9.3%

53.7%

24.5%

3.0%

15.8%

 

 

 

 

 

 

Adjusted EBITDA Prior Method:

 

 

 

 

 

Non-controlling interests related to AMRC Sunel JV and Neogenyx

(7,922)

(5,929)

 

 

(13,851)

Adjusted EBITDA if AMRC Sunel JV and Neogenyx non-controlling interests were not consolidated

$33,595

$34,575

$9,066

$654

$77,890

 

 

 

 

 

 

(1) The reconciliation to Adjusted EBITDA now begins with consolidated net income rather than net income attributable to common shareholders, eliminating the need for an adjustment to remove the non-controlling interest portion.

 

Three Months Ended September 30, 2025 As Adjusted (1)

Adjusted EBITDA:

Projects

Energy Assets

O&M

Other

Consolidated

Net income (2)

$8,919

$66,110

$1,257

$997

$77,283

Plus (less): Income tax provision (benefit)

6,666

(68,589)

434

339

(61,150)

Plus: Interest and other expenses, net

8,410

14,790

469

519

24,188

Plus: Depreciation and amortization

860

27,999

250

155

29,264

Plus: Stock-based compensation

2,931

438

218

159

3,746

Plus: Contingent consideration, restructuring and other charges

284

107

—

—

391

Adjusted EBITDA

$28,070

$40,855

$2,628

$2,169

$73,722

Adjusted EBITDA margin

6.8%

65.3%

8.5%

9.5%

14.0%

 

 

 

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

(2) The reconciliation to Adjusted EBITDA now begins with consolidated net income rather than net income attributable to common shareholders, eliminating the need for an adjustment to remove the non-controlling interest portion.

 

Three Months Ended September 30,

 

2026

2025

 

 

As Adjusted (1)

Non-GAAP net income and Non-GAAP EPS:

 

 

Net income attributable to common shareholders

$31,881

$74,038

Impact from redeemable and non-redeemable non-controlling interests

14,921

3,245

Net income

$46,802

$77,283

Adjustment for accretion of tax equity financing fees

—

(27)

Plus: Contingent consideration, restructuring and other charges

421

391

Less: Income tax effect of Non-GAAP adjustments

(109)

(102)

Non-GAAP net income (loss)

$47,114

$77,545

 

 

 

Diluted net income per common share

$0.59

$1.39

Non-GAAP EPS

$0.88

$1.45

Weighted average common shares outstanding - diluted

53,675

53,750

 

 

 

Non-GAAP EPS Prior Method:

 

 

Diluted net income per common share

$0.59

 

Effect of Non-GAAP adjustments to net income

0.01

 

Non-GAAP EPS

$0.60

 

 

 

 

Non-GAAP Adjusted cash from operations:

 

 

Cash flows from operating activities (2)

$(8,849)

$17,711

Plus: proceeds from Federal ESPC projects

12,593

46,619

Non-GAAP Adjusted cash from operations

$3,744

$64,331

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

(2) Cash flows from operating activities includes proceeds from sales of investment tax credits. Prior to the change in our method of accounting for nonrefundable, transferable investment tax credits associated with our energy assets, these proceeds were not included in operating activities. Prior periods, including 2025, have been retrospectively adjusted.

 

Three Months Ended - As Adjusted (1)

Condensed Consolidated Statements of Operations:

March 31, 2026

June 30, 2026

Revenues

$401,460

$515,464

Cost of revenues

347,823

426,984

Gross Profit

53,637

88,480

Earnings from unconsolidated entities

98

393

Selling, General and administrative expenses

46,315

47,550

Operating income

7,420

41,323

Interest expense and interest income, net

25,189

26,396

Other (income) expenses, net

2,625

(2,290)

(Loss) income before income taxes

(20,394)

17,217

Income tax expense (benefit)

(3,939)

(206)

Net (loss) income

$(16,455)

$17,423

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

 

Three Months Ended - As Adjusted (1)

Adjusted EBITDA:

March 31, 2026

June 30, 2026

Net (loss) income

$(16,455)

$17,423

Plus (Less): Income tax provision (benefit)

(3,939)

(206)

Plus: Interest and other expenses, net

27,814

24,106

Plus: Depreciation and amortization

32,090

32,958

Plus: Stock-based compensation

4,176

3,379

Plus: Energy asset impairment

334

—

Plus: Contingent consideration, restructuring and other charges

353

458

Adjusted EBITDA

$44,373

$78,118

 

 

 

Non-GAAP net income and Non-GAAP EPS:

 

 

Net (loss) income attributable to common shareholders

$(20,292)

$7,297

Impact from redeemable and non-redeemable non-controlling interests

3,837

10,126

Net (loss) income

$(16,455)

$17,423

Adjustment for accretion of tax equity financing fees

(46)

—

Plus: Energy asset impairment

334

—

Plus: Contingent consideration, restructuring and other charges

353

458

Less: Gain on deconsolidation of VIE

—

—

Less: Income tax effect of Non-GAAP adjustments

—

(119)

Non-GAAP net income (loss)

$(15,814)

$17,762

 

 

 

Diluted net income per common share

$(0.39)

$0.14

Non-GAAP EPS

$(0.30)

$0.33

Weighted average common shares outstanding - diluted

52,886

53,835

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

 

Three Months Ended - As Adjusted (1)

As Adjusted (1)

Condensed Consolidated Statements of Operations:

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

Year Ended December 31, 2025

Revenues

$352,829

$472,284

$525,987

$581,026

$1,932,126

Cost of revenues

302,939

400,955

443,687

489,285

1,636,866

Gross Profit

49,890

71,329

82,300

91,741

295,260

Earnings from unconsolidated entities

261

150

1,393

(355)

1,449

Selling, General and administrative expenses

38,488

45,734

43,372

54,690

182,284

Operating income

11,663

25,745

40,321

36,696

114,425

Interest expense and interest income, net

19,905

21,287

22,057

29,108

92,357

Other (income) expenses, net

(1,795)

(6,131)

2,131

(8,359)

(14,154)

(Loss) income before income taxes

(6,447)

10,589

16,133

15,947

36,222

Income tax expense (benefit)

25,265

(42,193)

(61,150)

(71,487)

(149,565)

Net (loss) income

$(31,712)

$52,782

$77,283

$87,434

$185,787

 

 

 

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

 

Three Months Ended - As Adjusted (1)

As Adjusted (1)

Adjusted EBITDA:

March 31, 2025

June 30, 2025

September 30, 2025

December 31, 2025

Year Ended December 31, 2025

Net (loss) income

$(31,712)

$52,782

$77,283

$87,434

$185,787

Plus (Less): Income tax provision (benefit)

25,265

(42,193)

(61,150)

(71,487)

(149,565)

Plus: Interest and other expenses, net

18,110

15,156

24,188

20,749

78,203

Plus: Depreciation and amortization

25,969

27,228

29,264

30,561

113,022

Plus: Stock-based compensation

2,844

3,750

3,746

4,081

14,421

Plus: Energy asset impairment

—

—

—

3,748

3,748

Plus: Contingent consideration, restructuring and other charges

560

2,528

391

500

3,979

Adjusted EBITDA

$41,036

$59,251

$73,722

$75,586

$249,595

 

 

 

 

 

 

Non-GAAP net income and Non-GAAP EPS:

 

 

 

 

 

Net (loss) income attributable to common shareholders

$(31,526)

$50,190

$74,038

$80,945

$173,647

Impact from redeemable and non-redeemable non-controlling interests

(186)

2,592

3,245

6,489

12,140

Net (loss) income

$(31,712)

$52,782

$77,283

$87,434

$185,787

Adjustment for accretion of tax equity financing fees

(27)

(27)

(27)

(26)

(107)

Plus: Energy asset impairment

—

—

—

3,748

3,748

Plus: Contingent consideration, restructuring and other charges

560

2,528

391

500

3,979

Less: Income tax effect of Non-GAAP adjustments

(146)

(657)

(102)

(2,343)

(3,248)

Non-GAAP net income (loss)

$(31,325)

$54,626

$77,545

$89,313

$190,159

 

 

 

 

 

 

Diluted net income per common share

$(0.60)

$0.95

$1.39

$1.50

$3.24

Non-GAAP EPS

$(0.60)

$1.03

$1.45

$1.66

$3.54

Weighted average common shares outstanding - diluted

52,544

52,821

53,370

53,955

53,293

 

 

 

 

 

 

(1) During Q3 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. The change was applied retrospectively, including to our 2025 results.

Adjusted EBITDA for Selected Segments

 

Nine Months Ended September 30, 2026

 

Year Ended December 31, 2025

Adjusted EBITDA:

AMRC Sunel JV (Unaudited)

Europe All Other (Unaudited)

Europe Total

 

AMRC Sunel JV (Unaudited)

Europe All Other (Unaudited)

Europe Total

Net income (loss) (1)

$43,341

$(4,735)

$38,606

 

$29,444

$(4,102)

$25,342

Plus: Income tax provision

—

385

385

 

39

1

40

Plus: Interest and other expenses, net

1,737

1,923

3,660

 

(721)

5,753

5,032

Plus: Depreciation and amortization

164

1,735

1,899

 

149

2,299

2,448

Plus: Contingent consideration, restructuring and other charges

—

477

477

 

—

452

452

Adjusted EBITDA

$45,242

$(215)

$45,027

 

$28,911

$4,403

$33,314

 

 

 

 

 

 

 

 

 

Renewable Fuels (2)

Adjusted EBITDA:

Nine Months Ended September 30, 2026

Year Ended December 31, 2025 As Adjusted (3)

Net loss (1)

$(3,168)

$(5,456)

Less: Income tax benefit

(9,397)

—

Plus: Interest and other expenses, net

29,082

32,539

Plus: Depreciation and amortization

35,989

41,350

Plus: Stock-based compensation

439

—

Plus: Energy asset impairment

334

630

Plus: Contingent consideration, restructuring and other charges

5

—

Adjusted EBITDA

$53,284

$69,063

 

 

 

(1) The reconciliation to Adjusted EBITDA now begins with consolidated net income rather than net income attributable to common shareholders, eliminating the need for an adjustment to remove the non-controlling interest portion.

(2) Substantially all of the business reported in our Renewable Fuels segment is now Neogenyx Fuels.

(3) During Q3 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. The change was applied retrospectively, including to our 2025 results.

Exhibit A: Non-GAAP Financial Measures

We use the Non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These Non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the tables above.

We understand that, although measures similar to these Non-GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements included above, and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net income before income tax (benefit) provision, interest and other expenses net, depreciation and amortization of intangible assets, accretion of asset retirement obligations, stock-based compensation expense, energy asset and goodwill impairment, contingent consideration, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue.

We believe adjusted EBITDA and adjusted EBITDA margin are useful to investors in evaluating our operating performance for the following reasons: (i) adjusted EBITDA and similar Non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired, (ii) securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies, and (iii) by comparing our adjusted EBITDA across historical periods and with that of other companies, investors can evaluate our operating results without the additional variations resulting from certain items that may vary based on financing and accounting methods, capital structures, asset values and acquisition methods.

Our management uses adjusted EBITDA and adjusted EBITDA margin (i) as measures of operating performance, because they do not include the impact of items that we do not consider indicative of our core operating performance, (ii) for planning purposes, including the preparation of our annual operating budget, (iii) to allocate resources to enhance the financial performance of the business, (iv) to evaluate the effectiveness of our business strategies, and (v) in communications with the board of directors and investors concerning our financial performance.

Non-GAAP Net Income and Non-GAAP EPS
We define Non-GAAP net income and Non-GAAP earnings per share (Non-GAAP EPS) to exclude certain discrete items that management does not consider representative of our ongoing operations, including energy asset and goodwill impairment, contingent consideration, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. Non-GAAP EPS is equal to Non-GAAP net income divided by diluted shares outstanding. We consider Non-GAAP net income and Non-GAAP EPS to be important indicators of our operational strength and performance of our business because they eliminate the effects of events that are not part of the Company's core operations.

Non-GAAP Adjusted Cash from Operations
We define Non-GAAP adjusted cash from operations as cash flows from operating activities plus proceeds from Federal ESPC projects. Federal ESPC projects are treated as financing cash flows under GAAP. These cash flows, however, correspond to benefits generated by the underlying assets and projects. Thus, we believe that adjusting operating cash flow to include the cash generated by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses Non-GAAP adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our operations.

Media Relations
Leila Dillon, 508.661.2264, news@ameresco.com

Investor Relations
Eric Prouty, AdvisIRy Partners, 212.750.5800,
eric.prouty@advisiry.com

Lynn Morgen, AdvisIRy Partners, 212.750.5800,
lynn.morgen@advisiry.com

Source: Ameresco, Inc.

Key Terms

hlbv accounting financial
HLBV accounting (Hypothetical Liquidation at Book Value) is a method for reporting the value and income from an equity investment that assumes the investee company is sold or wound up at the amounts shown on its books, then allocates the hypothetical proceeds among owners and creditors to determine the investor’s share. It matters to investors because this approach can produce very different reported profits, losses and balance‑sheet values than fair‑value or cost methods, so it affects how performance and financial strength are interpreted—think of dividing a pie as if everyone were paid based on last month’s inventory count rather than today’s market price.
investment tax credits financial
Investment tax credits are government discounts on an investor’s tax bill tied to putting money into certain projects or assets, effectively returning a portion of the upfront cost as a tax saving. They matter to investors because they improve after-tax returns and can make otherwise marginal projects more profitable—like a manufacturer offering a coupon that lowers the net price of a major purchase—so they influence valuation, cash flow forecasts and investment decisions.
tax equity financial
Tax equity is a financial arrangement where an investor provides money to a project—often renewable energy or other tax-advantaged ventures—in exchange for the project’s tax benefits and some share of cash flow. Think of it like joining a friend to buy a house so you can use their mortgage tax break; investors care because these deals reduce tax bills and can improve overall returns while changing the project’s risk and cash timing profile.
non-gaap financial measures financial
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

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