STOCK TITAN

Ameresco Q3 earnings: profit falls to $31.9M

Updated full-year ranges put 2026 revenue at $2.13-$2.15 billion and adjusted EBITDA at $295-$305 million after accounting-method changes.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Ameresco, Inc. (AMRC) reported third-quarter 2026 revenue of $580.3 million, up 10% year over year. Projects revenue rose 9%, Energy Assets 21% and O&M 20%. Net income attributable to common shareholders was $31.9 million, versus $74.0 million a year earlier; diluted GAAP EPS was $0.59 versus $1.39. Adjusted EBITDA was $91.7 million, up 24%, and gross margin was 18.7%.

New project awards were $875 million, with $737 million converted from awarded to contracted backlog; total project backlog reached $7.2 billion, up 39%, as of September 30, 2026. Operating cash flow was negative $8.849 million, compared with positive $17.711 million in Q3 2025. FY 2026 guidance is revenue of $2.13-$2.15 billion and adjusted EBITDA of $295-$305 million. Updated guidance reflects consolidated joint-venture results and retrospective tax-credit accounting; Ameresco said its operational outlook was unchanged.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 2 points

How the balance works

Positive

  • Moderate pointRevenue increased 10% to $580.3 million in Q3 2026.
  • Moderate pointAdjusted EBITDA rose 24% to $91.7 million in Q3 2026.
  • Moderate pointProject backlog grew 39% to a record $7.2 billion.

Negative

  • Moderate pointNet income attributable to common shareholders was $31.9 million, versus $74.0 million.
  • Moderate pointQ3 operating cash flow was negative $8.849 million, versus positive $17.711 million.

Filing Explained

Q3 adjusted cash from operations was positive after including Federal ESPC proceeds classified as financing under GAAP.

The filing reports that Ameresco now recognizes transferable investment tax credits in the income tax provision when generated, rather than reducing the cost basis of related energy assets. The change took effect January 1, 2026 and was applied retrospectively, including to 2025.

Separately, Ameresco adopted HLBV accounting related to Neogenyx and says adjusted EBITDA and Non-GAAP EPS now include 100% of operating results from consolidated joint ventures, notably AMRC Sunel and Neogenyx Fuels. HLBV allocates income or loss among partners based on changes in what each would hypothetically receive if the entity were liquidated at book value at each reporting date.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Q3 2026 revenue $580.3 million Up 10% year over year
Net income attributable to common shareholders $31.9 million Q3 2026; compared with $74.0 million in Q3 2025
Diluted GAAP EPS $0.59 per share Q3 2026; compared with $1.39 in Q3 2025
Adjusted EBITDA $91.7 million Q3 2026; up 24% year over year
Non-GAAP EPS $0.88 per share Q3 2026; compared with $1.45 in Q3 2025
Total project backlog $7.2 billion As of September 30, 2026; up 39%
Cash flows from operating activities Negative $8.849 million Q3 2026; compared with positive $17.711 million in Q3 2025
FY 2026 adjusted EBITDA guidance $295 million to $305 million FY 2026 guidance range
HLBV accounting financial
"adopted HLBV accounting related to the Neogenyx Fuels transaction"
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.
nonrefundable, transferable investment tax credits financial
"accounting for nonrefundable, transferable investment tax credits"
Awarded Project Backlog financial
"Awarded Project Backlog"
Federal ESPC projects financial
"proceeds from Federal ESPC projects"
adjusted EBITDA margin financial
"adjusted EBITDA stated as a percentage of revenue"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Revenue $580.3 million Up 10% year over year
Net income attributable to common shareholders $31.9 million Compared with $74.038 million in Q3 2025
Diluted GAAP EPS $0.59 per share Compared with $1.39 in Q3 2025
Adjusted EBITDA $91.7 million Up 24% year over year
Non-GAAP EPS $0.88 per share Compared with $1.45 in Q3 2025
Guidance

FY 2026: revenue of $2.13 billion to $2.15 billion; adjusted EBITDA of $295 million to $305 million; Non-GAAP EPS of $1.85 to $1.95.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were AMRC's third-quarter 2026 results?

Ameresco reported Q3 2026 revenue of $580.3 million, up 10%, and adjusted EBITDA of $91.7 million, up 24%. Net income attributable to common shareholders was $31.9 million, compared with $74.0 million in Q3 2025; diluted GAAP EPS was $0.59, versus $1.39.

What is AMRC's full-year 2026 guidance?

Ameresco's FY 2026 guidance is revenue of $2.13 billion to $2.15 billion and adjusted EBITDA of $295 million to $305 million. The company also gave a gross margin range of 17% to 18% and Non-GAAP EPS of $1.85 to $1.95.

Why did Ameresco update its 2026 guidance?

The updated guidance reflects inclusion of 100% of the operating results of consolidated joint ventures and the recast of 2026 results following a tax-based accounting policy change for transferable tax credits. Ameresco said the changes do not reflect a change in operational outlook; full-year adjusted EBITDA and Non-GAAP EPS otherwise would have been unchanged.

How much of AMRC's project backlog was awarded versus contracted?

As of September 30, 2026, awarded project backlog was $4.561 billion and contracted project backlog was $2.593 billion. The company describes awarded backlog as customer contracts not yet signed. It reported $737 million converted from awarded to contracted backlog during Q3.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
FALSE000148813900014881392026-11-092026-11-09


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2026
Ameresco, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware001-3481104-3512838
(State or Other Juris-
diction of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
111 Speen Street, Suite 410,Framingham,MA1701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (508) 661-2200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of exchange on which registered
Class A Common Stock, par value $0.0001 per shareAMRCNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1033 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.
On November 9, 2026, the Company announced its financial results for the quarter ended September 30, 2026. The Company also posted supplemental information with respect to its quarter ended September 30, 2026 results on the Investor Relations section of its website at www.ameresco.com. The press release and the supplemental information issued in connection with the announcement are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No.Description
99.1
Press Release issued by Ameresco on November 9, 2026
99.2
Supplemental Information dated as of November 9, 2026
104Cover Page Interactive Data File (formatted as Inline XBRL)





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMERESCO, INC.
November 9, 2026By:/s/ Julie Bradshaw
Julie Bradshaw
Interim Principal Financial Officer and Vice President, Finance
(duly authorized and principal financial officer)




Exhibit 99.1
    

image.jpg


Ameresco Reports Third Quarter 2026 Financial Results

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, MA – November 9, 2026 – 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 2026Q3 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 Operation3 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 Margin17.0%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 Margin17%18%
Adjusted EBITDA (1)
$295 million$305 million
Depreciation & Amortization$115 million$116 million
Interest Expense & Other$105 million$110 million
Effective Tax RateApproximately (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.

Contact:
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

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,
20262025
(Unaudited)As Adjusted
ASSETS
Current assets:
Cash and cash equivalents$128,471 $71,785 
Restricted cash86,424 92,515 
Accounts receivable, net276,560 257,856 
Accounts receivable retainage, net26,152 53,618 
Unbilled revenue1,000,293 799,109 
Inventory, net12,031 12,609 
Prepaid expenses and other current assets236,297 260,688 
Income taxes receivable4,055 2,166 
Project development costs, net24,688 23,010 
Total current assets1,794,971 1,573,356 
Federal ESPC receivable533,639 503,449 
Property and equipment, net10,553 10,077 
Energy assets, net2,567,692 2,301,424 
Deferred income tax assets, net56,784 43,581 
Goodwill, net68,851 69,302 
Intangible assets, net5,758 7,464 
Right-of-use assets, net71,051 76,165 
Restricted cash, non-current portion26,014 22,215 
Other assets118,263 117,797 
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 $132,125 
Accounts payable711,177 691,197 
Accrued expenses and other current liabilities111,252 113,878 
Current portions of operating lease liabilities9,970 7,959 
Deferred revenue72,770 79,908 
Income taxes payable4,596 3,845 
Total current liabilities1,086,620 1,028,912 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs1,833,630 1,749,708 
Federal ESPC liabilities531,861 478,970 
Deferred income tax liabilities, net2,111 2,943 
Deferred grant income4,854 5,385 
Long-term operating lease liabilities, net of current portion49,168 55,938 
Other liabilities95,419 91,003 
Redeemable non-controlling interests, net$— $1,419 




September 30,December 31,
20262025
(Unaudited)As Adjusted
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 capital364,286 395,656 
Retained earnings903,564 884,724 
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 interest1,250,998 1,268,137 
Non-controlling interests398,915 42,415 
Total stockholders’ equity1,649,913 1,310,552 
Total liabilities, redeemable non-controlling interests, and stockholders’ equity$5,253,576 $4,724,830 





AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) (Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
As AdjustedAs Adjusted
Revenues$580,315 $525,987 $1,497,239 $1,351,100 
Cost of revenues471,710 443,687 1,246,517 1,147,582 
Gross profit108,605 82,300 250,722 203,518 
Earnings from unconsolidated entities252 1,393 743 1,804 
Selling, general and administrative expenses47,598 43,372 141,463 127,593 
Operating income61,259 40,321 110,002 77,729 
Interest expense and interest income, net25,944 22,057 77,529 63,249 
Other expenses (income), net768 2,131 1,103 (5,795)
Income before income taxes34,547 16,133 31,370 20,275 
Income tax benefit(12,255)(61,150)(16,400)(78,078)
Net income46,802 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:
Basic53,076 52,716 52,985 52,633 
Diluted53,675 53,370 53,750 53,095 





AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)
Nine Months Ended September 30,
2026 2025
As Adjusted
Cash flows from operating activities:
Net income$47,770 $98,353 
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation of energy assets, net87,807 79,013 
Depreciation of property and equipment1,544 1,695 
Increase in contingent consideration— 71 
Accretion of ARO liabilities371 324 
Amortization of debt discount and debt issuance costs5,645 4,421 
Amortization of intangible assets1,666 1,754 
Provision for credit losses— 189 
Gain on disposal of assets— (1,299)
Energy asset impairment334 — 
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 expense11,647 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 retainage14,995 (7,155)
Federal ESPC receivable(39,789)(59,717)
Inventory, net1,345 (1,229)
Unbilled revenue(204,972)(61,835)
Prepaid expenses and other current assets14,510 (32,695)
Proceeds from sale of investment tax credits20,411 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 liabilities42,317 17,715 
Deferred revenue(4,576)1,877 
Other liabilities847 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 financings45,000 100,000 
Proceeds (payments) on senior secured revolving credit facility, net— (25,000)
Proceeds from long-term energy asset debt financings347,413 367,329 
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 projects60,703 82,034 
Net payments on energy asset receivable financing arrangements(581)(415)
Proceeds from exercises of options and ESPP1,531 1,457 
Contributions from non-controlling interests, net of fees294,367 4,723 




Nine Months Ended September 30,
2026 2025
As Adjusted
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 cash54,394 17,218 
Cash, cash equivalents, and restricted cash, beginning of period186,515 198,378 
Cash, cash equivalents, and restricted cash, end of period$240,909 $215,596 




Non-GAAP Financial Measures (Unaudited, in thousands)
Three Months Ended September 30, 2026
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
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, net8,904 16,656 564 588 26,712 
Plus: Depreciation and amortization833 24,735 250 151 25,969 
Plus: Stock-based compensation2,833 900 227 132 4,092 
Plus: Contingent consideration, restructuring and other charges282 129 10 — 421 
Adjusted EBITDA$41,517 $40,504 $9,066 $654 $91,741 
Adjusted EBITDA margin9.3 %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:ProjectsEnergy AssetsO&MOtherConsolidated
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, net8,410 14,790 469 519 24,188 
Plus: Depreciation and amortization860 27,999 250 155 29,264 
Plus: Stock-based compensation2,931 438 218 159 3,746 
Plus: Contingent consideration, restructuring and other charges284 107 — — 391 
Adjusted EBITDA$28,070 $40,855 $2,628 $2,169 $73,722 
Adjusted EBITDA margin6.8 %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,
20262025
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 interests14,921 3,245 
Net income$46,802 $77,283 
Adjustment for accretion of tax equity financing fees— (27)
Plus: Contingent consideration, restructuring and other charges421 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 - diluted53,675 53,750 
Non-GAAP EPS Prior Method:
Diluted net income per common share$0.59 
Effect of Non-GAAP adjustments to net income0.01 
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 projects12,593 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, 2026June 30, 2026
Revenues$401,460 $515,464 
Cost of revenues347,823 426,984 
Gross Profit53,637 88,480 
Earnings from unconsolidated entities98 393 
Selling, General and administrative expenses46,315 47,550 
Operating income7,420 41,323 
Interest expense and interest income, net25,189 26,396 
Other (income) expenses, net2,625 (2,290)
(Loss) income before income taxes(20,394)17,217 
Income tax expense (benefit)(3,939)(206)
Net (loss) income$(16,455)$17,423 
(1) During Q3 2026, we changed our method of accounting for nonrefundable, transferable investment tax credits associated with our energy assets effective January 1, 2026. Under the new method, we recognize ITCs in the income tax provision in the period the credits are generated rather than as a reduction in the cost basis of the related energy assets. The change was applied retrospectively, including to our 2025 results.
Three Months Ended - As Adjusted (1)
Adjusted EBITDA:March 31, 2026June 30, 2026
Net (loss) income$(16,455)$17,423 
Plus (Less): Income tax provision (benefit)(3,939)(206)
Plus: Interest and other expenses, net27,814 24,106 
Plus: Depreciation and amortization32,090 32,958 
Plus: Stock-based compensation4,176 3,379 
Plus: Energy asset impairment334 — 
Plus: Contingent consideration, restructuring and other charges353 458 
Adjusted EBITDA$44,373 $78,118 
Non-GAAP net income and Non-GAAP EPS:
Net (loss) income attributable to common shareholders$(20,292)$7,297 
Impact from redeemable and non-redeemable non-controlling interests3,837 10,126 
Net (loss) income$(16,455)$17,423 
Adjustment for accretion of tax equity financing fees(46)— 
Plus: Energy asset impairment334 — 
Plus: Contingent consideration, restructuring and other charges353 458 
Less: Gain on deconsolidation of VIE— — 
Less: Income tax effect of Non-GAAP adjustments— (119)
Non-GAAP net income (loss)$(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 - diluted52,88653,835
(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, 2025June 30, 2025September 30, 2025December 31, 2025Year Ended December 31, 2025
Revenues$352,829 $472,284 $525,987 $581,026 $1,932,126 
Cost of revenues302,939 400,955 443,687 489,285 1,636,866 
Gross Profit49,890 71,329 82,300 91,741 295,260 
Earnings from unconsolidated entities261 150 1,393 (355)1,449 
Selling, General and administrative expenses38,488 45,734 43,372 54,690 182,284 
Operating income11,663 25,745 40,321 36,696 114,425 
Interest expense and interest income, net19,905 21,287 22,057 29,108 92,357 
Other (income) expenses, net(1,795)(6,131)2,131 (8,359)(14,154)
(Loss) income before income taxes(6,447)10,589 16,133 15,947 36,222 
Income tax expense (benefit)25,265 (42,193)(61,150)(71,487)(149,565)
Net (loss) income$(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, 2025June 30, 2025September 30, 2025December 31, 2025Year 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, net18,110 15,156 24,188 20,749 78,203 
Plus: Depreciation and amortization25,969 27,228 29,264 30,561 113,022 
Plus: Stock-based compensation2,844 3,750 3,746 4,081 14,421 
Plus: Energy asset impairment— — — 3,748 3,748 
Plus: Contingent consideration, restructuring and other charges560 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 $185,787 
Adjustment for accretion of tax equity financing fees(27)(27)(27)(26)(107)
Plus: Energy asset impairment— — — 3,748 3,748 
Plus: Contingent consideration, restructuring and other charges560 2,528 391 500 3,979 
Less: Income tax effect of Non-GAAP adjustments(146)(657)(102)(2,343)(3,248)
Non-GAAP net income (loss)$(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 - diluted52,544 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, 2026Year Ended December 31, 2025
Adjusted EBITDA:AMRC Sunel JV (Unaudited)Europe All Other (Unaudited)Europe TotalAMRC 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, net1,737 1,923 3,660 (721)5,753 5,032 
Plus: Depreciation and amortization164 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, net29,082 32,539 
Plus: Depreciation and amortization35,989 41,350 
Plus: Stock-based compensation439 — 
Plus: Energy asset impairment334 630 
Plus: Contingent consideration, restructuring and other charges5 — 
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.

© 2 0 2 6 A m e r e s c o , I n c . A l l r i g h t s r e s e r v e d . ameresco.com Q3 2026 Supplemental Information November 9, 2026


 

Safe Harbor Forward Looking Statements This presentation 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 inc lude, 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 presentation. Use of Non-GAAP Financial Measures This presentation 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 in the back of this presentation titled “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 the table at the end of this presentation titled “GAAP to Non- GAAP Reconciliation.” Other Definitions 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. 2


 

Integrated Platform: Three Lines of Business 3 A differentiated model combining project growth, recurring services and long-term asset ownership Complementary business lines drive recurring revenue, profits, and long-term revenue visibility. Projects O&M Energy Assets Large-scale customer solutions create growth, revenue visibility & generate cash Recurring revenue complements the full lifecycle model with long-term contracts Owned infrastructure converts expertise into high-margin recurring revenue * Adjusted EBITDA percentages allocate corporate expenses according to revenue share Q3 2026 by Business Line Projects 77% Assets 13% O&M 6% Other 4% Projects 45% Assets 44% O&M 10% Other 1% $580M Revenue $92M Adjusted EBITDA*


 

4 1 Buildings & Public Infrastructure includes solutions such as: Energy efficiency, Building Envelope, Lighting, HVAC, Controls, Central Plant, etc. 2 Firm Energy includes solutions such as: Cogeneration (CHP), Natural Gas Power Plant, Fuel Cell, etc. 3 IPP = Independent Power Producer, or similar Project backlog is well-diversified, balancing core efficiency demand with growing power infrastructure opportunities. Diversified Total Project Backlog of $7.2B As of 9/30/2026 Building & Public Infrastructure1 40% Domestic Solar + BESS 7% International Solar + BESS 9% Firm Energy2 31% Hydropower 5% Microgrid with Distributed Resources 5% Other 3% Total Project Backlog by Solution Power Infrastructure 57% Civilian Agency 14% Defense Dept. and Related 16% Public Sector 11% K-12 3% Higher Ed. 6% Public Housing 1% Healthcare 1% Commercial & Industrial 2% Domestic Utility / IPP3 9% International Utility / IPP3 11%Data Center 25% Other 1% Total Project Backlog by Customer Segment U.S. Federal Government 30% MUSH 22%


 

Project Backlog Funnel with Recurring Revenue Foundation 5 As of 9/30/2026 Project execution drives future growth, and recurring revenue delivers long-term cash flows. Awarded Backlog $4.6B Contracted Backlog $2.6B TRIGGER Customer Exclusivity TRIGGER Signed Contract • Qualify opportunity • Investment-grade audit • Preliminary engineering Structure financing • Competitive bidding • Detailed design • Permitting & interconnection • Financing arrangement • Procurement planning • Construction & installation • Commissioning • Billing & collections • Ongoing M&V reporting Pipeline / Sales Cycle Project Backlog Funnel $7.2B Total Project Backlog $1.5B O&M Backlog1 $11.9B $3.2B Operating Energy Assets2 1 17.0 year weighted avg. lifetime 2 $3.2 Operating Energy Asset Revenue visibility = $2.01B (14.6 year weighted average PPA remaining; Estimated contracted revenue and incentives during PPA period) + $1.2B (additional estimated revenue from market price RNG; 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) = Total Revenue Visibility ~12–24 Months to Contract ~12–36 Months of Revenue


 

Energy Asset Portfolio – Ameresco’s Ownership 6 As of 9/30/2026 Numbers may not sum due to rounding 827 MWe of Energy Assets in Operation 48 MWe of Non-RNG Biogas, 61 MWe of RNG, 454 MW of Solar, 253 MW of Battery, 11 MW of Other The formation of Neogenyx in Q2 2026 deconsolidated 26MWe of RNG and 21MW of non-RNG biogas from our previously-reported figures at a 70/30 split 500 MWe of Energy Assets in Development The formation of Neogenyx Fuels in Q2 2026 deconsolidated 19 MWe of RNG from our previously reported figures at a 70/30 split Energy Assets in Operation 827 MWe Other 1% Battery 31% Solar 55% Biogas: RNG 7% Biogas: Non-RNG 6% Energy Assets in Development & Construction 500 MWe Firm Generation 28% Battery 39% Solar 23% Biogas 10%


 

Disciplined Use of Debt 7 As of 9/30/2026 Total Debt Energy Asset Debt by Stage Energy Asset Debt • Debt amortizes through energy asset cash generation • Conservative underwriting based on a debt service coverage ratio to contracted cash flows • Underlying assets as collateral Corporate Debt • Recourse to Ameresco corporate • Support operations & working capital Majority of Ameresco’s debt is limited recourse and backed by contracted cash flows with investment grade off-takers. Total Debt $2.01B Corporate Debt $0.38B European Facilities $0.03B ▼ Energy Asset Debt $1.60B 2.9x leverage $0.70B $0.38B $1.87B $1.22B Energy Asset Book Value Energy Asset Debt 65% advance rate Operating Development & Construction 54% advance rate


 

Durable Growth, Expanding Profit, Strong Revenue Visibility 8 Projects create scale and backlog, O&M strengthens customer continuity, and Energy Assets drive Adjusted EBITDA Revenue ($M) Adjusted EBITDA ($M) Total Revenue Visibility ($B) Strong, consistent growth in revenue and Adj. EBITDA Project backlog growth drives multi-year revenue visibility Recurring revenue supports expanded earnings & cash flow Disciplined capital allocation supports long-term value 1 CAGR calculated from FY 2026 Guidance mid-point 2 Adjusted EBITDA CAGR is calculated using results that represent consolidated net income and no longer includes an adjustment to remove the non-controlling interest portion. $164 $226 $250 $295- $305 2023 2024 2025 2026 Guidance $1,375 $1,770 $1,932 $2,130- $2,150 2023 2024 2025 2026 Guidance $7.4 $9.5 $10.4 $11.9 2023 2024 2025 as of 09/30/26 15.9% CAGR 2023-20261 22.3% CAGR (as adjusted2) 2023-20261 17.0% CAGR 2023-20261


 

Adjusted Cash from Operations Better Reflects Underlying Cash Generation 9 The Challenge • Federal ESPC financing is key to our project economics but is classified outside GAAP Cash from Operations (CFO) • Project timing and working capital movements create significant quarter-to-quarter volatility • As a result, reported GAAP CFO can obscure the underlying cash generated by the business As of 09/30/2026 Rolling 8-qtr Adjusted CFO provides a more representative view of underlying cash generation across project-driven model. Economic Reality GAAP Classification Working capital & Federal ESPC receivables Operating Federal ESPC financing proceeds Financing The Adjustment • Adjust for financing and monetization proceeds directly tied to project economics • Rolling 8-quarter Adjusted CFO is a better representation of project implementation cycle • Provides a more consistent view of cash conversion over time Operating Fi a cing $26M Q3 2026 8-Quarter Avg. Adjusted CFO Reported GAAP CFO (1) $1M + Federal ESPC Financing $25M = Adjusted CFO $26M $0 $10 $20 $30 $40 $50 $60 8-Quarter Rolling Non-GAAP Avg. Adjusted CFO (1) 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.


 

FY 2026 Guidance 10 Published 11/09/26 Total Revenue Visibility supports confidence in full year guidance. 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. Revenue $2.13 billion $2.15 billion Gross Margin 17% 18% Adjusted EBITDA1 $295 million $305 million Depreciation & Amortization $115 million $116 million Interest Expense & Other $105 million $110 million Effective Tax Rate Approximately (50%) Non-GAAP EPS1 $1.85 $1.95 Low HighGuidance


 

Non-GAAP Financial Measures 11 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 the table at the end of this presentation titled “GAAP to Non-GAAP Reconciliation.” 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 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-GAP 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.


 

GAAP to Non-GAAP Reconciliation 12 (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. (3) 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. (Unaudited) (Unaudited) Adjusted EBITDA: Net Income (2) 46,802 77,283 Less: Income tax benefit (12,255) (61,150) Plus: Interest and other expenses, net 26,712 24,188 Plus: Depreciation and amortization 25,969 29,264 Plus: Stock-based compensation 4,092 3,746 Plus: Contingent consideration, restructuring and other charges 421 391 Adjusted EBITDA 91,741$ 73,722$ Adjusted EBITDA margin 15.8% 14.0% Non-GAAP net income and Non-GAAP EPS: Net income attributable to common shareholders 31,881$ 74,038$ Impact from non-controlling interests and 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 Income Tax effect of Non-GAAP adjustments (109) (102) Non-GAAP net income (loss) 47,114$ 77,545$ Non-GAAP earnings per share: Diluted net income (loss) per common share 0.59$ 1.39$ Non-GAAP EPS 0.88$ 1.45$ Non-GAAP Adjusted cash from operations Cash flows from operating activities (3) (8,849)$ 17,711$ Plus: proceeds from Federal ESPC projects 12,593 46,619 Non-GAAP Adjusted cash from operations 3,744$ 64,331$ 2026 2025 As Adjusted (1) Three Months Ended September 30,


 

GAAP to Non-GAAP Reconciliation 13 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 Adjusted EBITDA by Line of Business includes corporate expenses allocated according to revenue share $000 USD Projects Operating Assets O&M Other Consolidated Adjusted EBITDA: Net income (loss) (1) 43,705$ (14,308)$ 18,002$ 371$ 47,770$ Plus (less): Income tax provision (benefit) (562)$ (15,783)$ (34)$ (21)$ (16,400)$ Plus: Other expenses, net 24,043$ 50,568$ 1,940$ 2,081$ 78,632$ Plus: Depreciation and amortization 2,498$ 87,314$ 755$ 450$ 91,017$ Plus: Stock-based compensation 8,364$ 2,027$ 774$ 482$ 11,647$ Plus: Energy asset impairment charges -$ 334$ -$ -$ 334$ Plus: Contingent consideration, restructuring and other charges 500$ 717$ 13$ 2$ 1,232$ Adjusted EBITDA 78,548$ 110,869$ 21,450$ 3,365$ 214,232$ Adjusted EBITDA margin 7.0% 52.3% 20.7% 5.2% 14.3% Nine Months Ended September 30, 2026


 

GAAP to Non-GAAP Reconciliation 14 (1) 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. ($ in Thousands) 2022 2023 2024 2025 2026 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Cash Flow from Operations (1) (276,122) (31,722) 34,674 (65,118) 58,772 (92,621) (6,572) (29,570) 20,817 53,314 25,091 18,376 (28,304) 43,914 17,712 18,690 35,396 (86,798) (8,852) Proceeds from Federal ESPC projects 64,788 56,943 52,134 64,495 42,309 34,390 30,604 47,040 19,580 100,550 9,269 35,380 29,731 5,689 46,619 17,682 26,583 21,527 12,592 Non-GAAP Adjusted Cash from Operations (211,333) 25,220 86,808 (623) 101,081 (58,231) 24,032 17,469 40,397 153,864 34,360 53,756 1,427 49,603 64,331 36,372 61,979 (65,271) 3,741 Rolling 8-qtr Non-GAAP Adjusted Cash from Operations (10,955) (14,108) (9,606) (14,126) (840) (5,479) (5,496) (1,947) 29,519 45,600 39,044 45,841 33,384 46,864 51,901 54,264 56,962 29,570 25,742


 

Filing Exhibits & Attachments

5 documents

Keep reading