Open the filing on EDGARAmeresco 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 2026 | Q3 2025 |
| Revenue | Net Income (Loss) | Adj. EBITDA | Revenue | Net Income As Adjusted(1) (2) | Adj. EBITDA As Adjusted |
| 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 | $580,315 | $46,802 | $91,741 | $525,987 | $77,283 | $73,722 |
| 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. |
| Net Income (loss) represents net income (loss) before non-controlling interests. |
| Adjusted EBITDA is based on consolidated net income and no longer includes an adjustment to remove the non-controlling interest portion. |
| 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 | $4,561 |
| Contracted Project Backlog | $2,593 |
| Total Project Backlog | $7,154 |
| 12-month Contracted Backlog | $1,226 |
| New Contracts | $737 |
| New Awards | $875 |
| Total O&M Revenue Backlog | $1,509 |
| 12-month O&M Backlog | $118 |
| Total Energy Asset Visibility | $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 | 827 MWe |
| Ameresco's Net Assets in Development | 500 MWe |
| Customer contracts that have not been signed yet |
| 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 |
| Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed |
| 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 $3.00/MMBtu for LCFS on certain projects |
| Net MWe capacity includes only our share of any jointly owned assets |
Balance Sheet and Cash Flow Metrics
| ($ in millions) | September 30, 2026 |
| Total Corporate Debt | $380.4 |
| Corporate Debt Leverage Ratio | 2.9X |
| European Facilities | $29.9 |
| Total Energy Asset Debt | $1,600.2 |
| Energy Asset Book Value | $2,567.7 |
| Energy Debt Advance Rate | 62% |
| Q3 Cash Flows from Operating Activities | $(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 | $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 |
| Subordinated debt, term loans, and drawn amounts on the revolving line of credit, net of debt discount and issuance costs |
| Debt to EBITDA, as calculated under our Sr. Secured Credit Facility |
| 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. |
| Book Value of our Energy Assets in operations and in-construction and development |
| Total Energy Asset Debt divided by Energy Asset Book Value |
| 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 | $80 million | $90 million |
| Non-GAAP EPS | $0.95 | $1.05 |
| FY 2026 Guidance Ranges |
| Revenue | $2.13 billion | $2.15 billion |
| Gross Margin | 17% | 18% |
| Adjusted EBITDA | $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 | $1.85 | $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
Forward-looking statements notice
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.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
| September 30, | December 31, |
|---|
| 2026 | 2025 |
|---|
| (Unaudited) | As Adjusted |
|---|
| ASSETS |
| Current assets: | | |
| Cash and cash equivalents | $128,471 | | $71,785 | |
| Restricted cash | 86,424 | | 92,515 | |
| Accounts receivable, net | 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 | |
| Redeemable non-controlling interests, net | $ - | | $1,419 | |
| September 30, | December 31, |
|---|
| 2026 | 2025 |
|---|
| (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 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 | |
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 | |
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, 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 | |
| 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 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 | |
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) | $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 |
| 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 |
|---|
| Adjusted EBITDA: | Projects | Energy Assets | O&M | Other | Consolidated |
| Net income | $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% |
| 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. |
| 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 |
|---|
| 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 | $(8,849) | | $17,711 | |
| Plus: proceeds from Federal ESPC projects | 12,593 | | 46,619 | |
| Non-GAAP Adjusted cash from operations | $3,744 | | $64,331 | |
| 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. |
| 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 |
|---|
| 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 |
| 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 |
|---|
| 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 |
| 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 | As Adjusted |
|---|
| 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 |
| 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 | As Adjusted |
|---|
| 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 |
| 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) | $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 |
|---|
| Adjusted EBITDA: | Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 As Adjusted |
| Net loss | $(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 |
| 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. |
| Substantially all of the business reported in our Renewable Fuels segment is now Neogenyx Fuels. |
| 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.
Contacts
Media Relations · Investor Relations
Leila Dillon, 508.661.2264, news@ameresco.com · Eric Prouty, AdvisIRy Partners, 212.750.5800,eric.prouty@advisiry.com · Lynn Morgen, AdvisIRy Partners, 212.750.5800,lynn.morgen@advisiry.com