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You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the notes related thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2025 included in our Annual Report on Form 10-K (“2025 Form 10-K”) for the year ended December 31, 2025 filed on March 3, 2026 with the U.S. Securities and Exchange Commission (“SEC”). This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical or current facts are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include statements that refer to our expectations as to the future growth of our business and associated expenses; our expectations as to revenue generation; the future availability of borrowings under our revolving credit facility; the expected future growth of the market for energy efficiency and renewable energy solutions; our backlog, awarded projects and recurring revenue and the timing of such matters; our expectations as to financing and acquisition activity; the impact of any restructuring; the uses of future earnings; the expected energy and cost savings of our projects; the expected energy production capacity of our renewable energy plants; the impact of supply chain disruptions, shortage and cost of materials and labor, the impact of macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE and associated liquidated damages; and other characterizations of future events or circumstances are forward-looking statements. Forward looking statements are often, but not exclusively, identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “plan,”“intend,” “could,” “estimate,” “target,” “project,” “predict” or “continue,” and similar expressions or variations. These forward-looking statements are based on current expectations and assumptions that are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Risks, uncertainties, and factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors,” set forth in Part I, Item 1A of our 2025 Form 10-K. Subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so and undertake no obligation to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Overview
Ameresco is a leading energy infrastructure company delivering integrated solutions that help customers create reliable power and modernize infrastructure. Operating at the intersection of growing power demand and aging infrastructure, Ameresco combines a broad portfolio of technologies, services, and expertise to address both generation-side and facility-side challenges. Through its two business pillars, Power Infrastructure and Buildings & Public Infrastructure, the Company delivers innovative solutions that enhance reliability, optimize performance, improve resilience, and create long-term value for customers.
Drawing on more than 25 years of experience, Ameresco serves federal, state, and local governments, utilities, data centers, educational and healthcare institutions, public and multifamily housing organizations, and commercial and industrial customers. As a trusted full lifecycle partner, Ameresco delivers critical infrastructure solutions that help customers meet today's needs while preparing for future growth and evolving energy demands.
Ameresco provides solutions primarily throughout North America and Europe, with revenues derived principally from projects that encompass the development, design, financing, construction, operation, and maintenance of energy infrastructure. The Company's capabilities span firm power generation, energy storage, microgrids, renewable generation, grid integration and delivery, building and energy systems, smart buildings and controls, public infrastructure, advisory services, and renewable fuels.
Ameresco's growth has been supported by a combination of organic expansion, strategic acquisitions, joint ventures, and investments in complementary assets. These initiatives have strengthened the Company's capabilities, expanded its infrastructure solutions portfolio, and enhanced its ability to serve customers across a broader geographic footprint.
Key Factors and Trends
Regulatory Environment and Federal Policies
Federal policies play an important role in our business and we benefit from regulatory measures and various clean energy tax incentives, including those implemented under the Inflation Reduction Act (the “IRA”). These credits were modified by the One Big Beautiful Bill Act (the “OBBB”), which was enacted on July 4, 2025.
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Among other provisions, the OBBB introduces new timing requirements for solar-only projects seeking eligibility for Investment Tax Credits (the “ITC”) under Section 48 of the Internal Revenue Code (the “Code”). To qualify, such projects must commence construction by July 4, 2026, and be placed in service by December 31, 2027. The OBBB also phases down ITCs for energy storage projects beginning in 2034, with a complete phase-out by 2036. Additionally, it increases the requirements for the domestic content bonus credit and introduces new compliance obligations under the Foreign Entity of Concern (“FEOC”) provisions for solar and energy storage projects beginning construction in 2026.
These legislative and regulatory developments may adversely impact our eligibility for certain tax credits, the attractiveness of our solar and energy storage system offerings, and overall demand for our products. If we are unable to meet the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which may adversely affect our revenue, gross margins, business operations and competitive position.
See “Our business depends in part on federal, state, provincial and local government support for energy efficiency and renewable energy, and a decline in such support or the imposition of additional taxes, tariffs, duties or other assessments on renewable energy or the equipment necessary to generate or deliver it, could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2025 Form 10-K.
Neogenyx Fuels LLC Joint Venture Transaction
On May 4, 2026, we entered into a contribution and equity purchase agreement with an affiliate of HA Sustainable Infrastructure Capital and an affiliate thereof (“HASI”) to combine our biogas business into a new joint venture, Neogenyx Fuels LLC. At closing on May 12, 2026, we contributed our existing biogas operations and related assets and liabilities in exchange for a 70% equity interest, while HASI acquired a 30% interest through a $400 million cash commitment. Of this amount, (i) $233,800 was paid to Ameresco at closing, of which $57,942, was used to pay existing project-level debt and approximately $5,371 was used to pay fees, and (ii) a portion of the remaining $166,200 was contributed to the joint venture at closing and the remainder thereof will be contributed over a period of time to fund the joint venture.
Following the closing, we are consolidating the joint venture into our financial statements.
Supply Chain Disruptions and Other Global Factors
We continue to monitor the impact of global economic conditions on our operations, financial results, and liquidity, such as the impact of tariffs, supply chain challenges, geopolitical instability and conflicts in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. These conflicts together with import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, have restricted the global supply of, and raised prices for, supplies needed for our business. In addition, tariffs and trade restrictions that have been introduced and may be introduced as part of the 'America First' trade policy may further increase the cost of components needed for our offerings and may strain trade relations, create inflationary pressures and cause additional supply chain disruptions. The impact to our future operations and results of operations as a result of these global trends remains uncertain and the challenges we face, including increases in costs for logistics and supply chains, intermittent supplier delays, and shortages of certain components needed for our business, such as electrical equipment, steel and aluminum as well as BESS equipment or components required for our projects and clean energy solutions may continue or become more pronounced.
During the six months ended June 30, 2026, we continued to face supply chain disruptions and varying levels of inflation driven by macroeconomic conditions. This caused some delays in the timely delivery of material to customer sites and in the timely completion of certain projects and increased shipping, transportation, component and labor costs, negatively impacting our results of operations during the six months ended June 30, 2026. We expect these challenges will persist and they may intensify. We continue to monitor macroeconomic conditions to remain flexible and to optimize and evolve our business as appropriate to address the challenges presented from these conditions.
We believe the increasing demand for electricity, rising oil and utility rates, and growing grid instability, are driving demand for our energy infrastructure and other solutions. However, this increased demand may increase the competition we face and we may also face an increased risk in completing larger more complex projects.
Climate Change and Effects of Seasonality
Global emphasis on climate change and reducing carbon emissions has created opportunities for our industry. Sustainability has been at the forefront of our business since its inception, and we are committed to staying at the leading edge of innovation taking place in the energy sector. We believe the next decade will be marked by dramatic changes in the power infrastructure with resources shifting to more distributed assets, storage, and microgrids to increase overall reliability and resiliency.
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Climate change also brings risks, as the impacts have caused us to experience more frequent and severe weather interferences, and this trend is expected to continue. We are subject to seasonal fluctuations and construction cycles, particularly in climates that experience colder weather during the winter months, such as the northern United States and Canada, and climates that experience extreme weather events, such as wildfires, storms or flooding, hurricanes, or at educational institutions, where large projects are typically carried out during summer months when their facilities are unoccupied. In addition, government customers, many of which have fiscal years that do not coincide with ours, typically follow annual procurement cycles and appropriate funds on a fiscal-year basis even though contract performance may take more than one year. Further, government contracting cycles can be affected by the timing of, and delays in, the legislative process related to government programs and incentives that help drive demand for energy efficiency and renewable energy projects. As a result, our revenues and operating income in the third and fourth quarter are typically higher, and our revenues and operating income in the first quarter are typically lower, than in other quarters of the year, however, this may become harder to predict with the potential effects of climate change. As a result of such fluctuations, we may occasionally experience declines in revenues or earnings as compared to the immediately preceding quarter, and comparisons of our operating results on a period-to-period basis may not be meaningful.
Our annual and quarterly financial results are also subject to significant fluctuations as a result of other factors, many of which are outside our control. See “Our business is affected by seasonal trends and construction cycles, and these trends and cycles could have an adverse effect on our operating results” and “Extreme weather events and other natural disasters, particularly those exacerbated by climate change, could materially affect our ability to complete our projects and develop our assets” in Item 1A, Risk Factors in our 2025 Form 10-K.
The Southern California Edison (“SCE”) Agreement
In October 2021, we entered into a contract with SCE to design and build three grid scale BESS at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 MW (the “SCE Agreement”). The engineering, procurement and construction price is approximately $892.0 million in the aggregate, including two years of O&M revenues, subject to customary potential adjustments for changes in the work. As previously disclosed, due to supply chain delays, weather and other events, we were unable to complete the projects by August 1, 2022 (the “Guaranteed Completion Date”). On August 30, 2024, we reached an agreement with SCE on the substantial completion of two out of three battery energy storage system projects. We received approximately $110 million on September 5, 2024 as milestone payments, reflecting both an offset of liquidated damages which are still in dispute and $3 million that SCE withheld for additional work SCE required. The parties are continuing to dispute the scope and timing of SCE’s final payment obligations and whether liquidated damages should apply. Our view continues to be that SCE is obligated to make the final payments under the SCE Agreement and liquidated damages should not be applied. If we fail to come to an agreement with SCE on these matters, we may be required to pay liquidated damages up to an aggregate maximum of $89 million and may not be able to recover costs associated with the force majeure events.
A majority of our revenues under this contract were recognized in 2022 based upon costs incurred in 2022 relative to total expected costs on this project.
Stock-based Compensation
We recorded stock-based compensation expense, including expenses related to the estimated achievement of the performance metrics of performance-based stock options (“PSOs”) granted during the year ended December 31, 2025, and our employee stock purchase plan. During the six months ended June 30, 2026, we granted 620,200 common stock options and 128,160 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $30.0 million at June 30, 2026, compared to $24.8 million at December 31, 2025, and is expected to be recognized over a weighted-average period of three years. See Note 16 “Stock-based Compensation” for additional information.
Backlog and Awarded Projects
Backlog is an important metric for us because we believe strong order backlogs indicate growing demand and a healthy business over the medium to long term, conversely, a declining backlog could imply lower demand.
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The following table presents our backlog:
As of June 30,
(In Thousands) 2026 2025
Project Backlog
Fully-contracted backlog $ 2,301,515 $ 2,415,369
Awarded, not yet signed customer contracts 4,424,134 2,688,537
Total project backlog $ 6,725,649 $ 5,103,906
12-month project backlog $ 1,099,994 $ 1,219,471
O&M Backlog
Fully-contracted backlog $ 1,518,966 $ 1,346,352
12-month O&M backlog $ 117,527 $ 101,272
Total project backlog: Total project backlog represents energy efficiency projects that are active within our sales cycle and include awarded and contracted backlog. Our sales cycle begins with the initial contact with the customer and ends, when successful, with a signed contract, also referred to as fully-contracted backlog. Our sales cycle averages 18 to 42 months.
Awarded backlog: For our more traditional projects, awarded backlog is created when a potential customer awards a project to Ameresco following a request for proposal. Once a project is awarded but not yet contracted, we typically conduct a detailed energy audit to determine the scope of the project as well as identify the savings that may be expected to be generated from upgrading the customer’s energy infrastructure. At this point, we also determine the subcontractors, what equipment will be used, and assist in arranging for third party financing, as applicable. It takes an average of 12 to 24 months to convert our awarded backlog for our more traditional project to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. A growing portion of our backlog represents projects in development for data centers, which have different milestones within the sales cycle compared to our traditional projects. These data center projects are added to our awarded backlog when we are under an exclusive arrangement with a data center developer or land owner, and have made meaningful progress in terms of site control, interconnection and the offtake arrangement, among other development activities. Given the development status of these projects, we may choose to include only a portion of the estimated total contract value in our awarded backlog while development progresses and scopes are finalized. These projects represent a new end market for Ameresco, however we currently believe that the average sales cycle of these projects will be consistent with our traditional projects.
Contracted backlog: Historically, approximately 90% of our awarded backlog projects have resulted in a signed contract. After the customer and Ameresco agree to the terms of the contract and the contract is executed, the project moves to fully-contracted backlog. The contracts reflected in our fully-contracted backlog typically have a construction period of 12 to 36 months and we typically expect to recognize revenue for such contracts over the same period. Consistent with our traditional projects, data center project will also move to fully-contracted backlog after the customer and Ameresco agree to the terms of either an offtake or EPC agreement and the agreements are executed.
O&M backlog: Our O&M backlog represents expected future revenues under signed, multi-year customer contracts for the delivery of O&M services, primarily for energy efficiency and renewable energy construction projects completed by us for our customers.
12-month backlog: We define our 12-month backlog as the estimated amount of revenue that we expect to recognize in the next twelve months from our fully-contracted backlog.
See “We may not recognize all revenues from our backlog or receive all payments anticipated under awarded projects and customer contracts” and “In order to secure contracts for new projects, we typically face a long and variable selling cycle that requires significant resource commitments and requires a long lead time before we realize revenues” and other risk factors related to our ability to convert backlog into revenue in Item 1A, Risk Factors in our 2025 Form 10-K.
Assets in Development
Assets in development, which represents the potential design/build project value of renewable energy plants that have been awarded or for which we have secured development rights, were estimated at $1.7 billion and $2.3 billion, net of amounts attributable to a non-controlling interest at June 30, 2026 and 2025, respectively. This is another important metric because it helps us gauge our future capital expenditure needs and develop-and-sell opportunities as well as our capacity to generate electricity or deliver renewable gas fuel, which contributes to our recurring revenue stream.
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Results of Operations
All financial result comparisons made below are against the same prior year period unless otherwise noted.
The following tables set forth certain financial data from the condensed consolidated statements of operations for the periods indicated:
Three Months Ended June 30,
2026 2025 Year-Over-Year Change
(In Thousands) Amount % of Revenues Amount % of Revenues Dollar Change % Change
Revenues $ 515,464 100.0 % $ 472,284 100.0 % $ 43,180 9.1 %
Cost of revenues 424,157 82.3 % 398,926 84.5 % 25,231 6.3 %
Gross profit 91,307 17.7 % 73,358 15.5 % 17,949 24.5 %
Earnings from unconsolidated entities 393 0.1 % 150 — % 243 162.0 %
Selling, general and administrative expenses 47,550 9.2 % 45,734 9.7 % 1,816 4.0 %
Operating income 44,150 8.6 % 27,774 5.9 % 16,376 59.0 %
Interest expense and interest income, net 26,396 5.1 % 21,287 4.5 % 5,109 24.0 %
Other (income) expenses, net (2,290) (0.4) % (6,131) (1.3) % 3,841 62.6 %
Income before income taxes 20,044 3.9 % 12,618 2.7 % 7,426 58.9 %
Income tax expense (benefit) 137 — % (2,900) (0.6) % 3,037 104.7 %
Net income 19,907 3.9 % 15,518 3.3 % 4,389 28.3 %
Net income attributable to non-controlling interests and redeemable non-controlling interests (10,189) (2.0) % (2,654) (0.6) % (7,535) (283.9) %
Net income attributable to common shareholders $ 9,718 1.9 % $ 12,864 2.7 % $ (3,146) (24.5) %
Our results of operations for the three months ended June 30, 2026 are due to the following:
•Revenues: total revenues for the three months ended June 30, 2026 increased over 2025 primarily due to a $22.8 million, or 6%, increase in our project revenues attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, primarily in U.S. Federal and Europe segments. The increase is in part attributed to a $13.0 million, or 21% increase in energy asset revenue resulting from the growth of our operating asset portfolio and an $8.2 million, or 29%, increase in operations and maintenance revenue due to continued additions of new long-term contracts.
•Cost of Revenues and Gross Profit: the increase in cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues increased primarily in our energy asset and operations and maintenance businesses due in part to growth in these businesses as noted above, production tax credits earned, and the benefit of annual price increases on relatively stable costs on certain operations and maintenance contracts.
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended June 30, 2026 increased from 2025 primarily due to an increase in professional fees of $1.8 million and payroll and benefit costs of $0.7 million, offset in part by a decrease in restructuring costs.
•Interest Expense and Interest Income, Net: increased $5.1 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
•Other Expenses (Income), Net: Other expenses (income), net for the three months ended June 30, 2026 is lower than 2025 primarily due to the impact of foreign currency transaction gains and losses. In the three months ended June 30, 2026 we recognized a loss of $0.0 million compared to gains of $3.0 million in the same period last year.
•Income Tax (Benefit) Expense: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. The higher effective rate for the three months ended June 30, 2026 is primarily due to higher income offset by higher investment tax credits forecasted on assets to be placed in service during 2026 versus lower income in 2025 as well as lower investment tax credits earned in 2025. We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan generate and hold more investment tax credits on energy assets placed into service during 2026.
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Management continues to evaluate the market conditions for opportunities to monetize investment tax credits on favorable terms.
•Net Income and Earnings Per Share: Net income decreased due to the reasons described above as well as the impact of gains attributable to non-controlling interest and redeemable non-controlling interest of 10.2 million. Basic and diluted earnings per share for the three months ended June 30, 2026 was $0.18, a decrease of $0.06 per share basic and diluted compared to the same period of 2025.
Six Months Ended June 30,
2026 2025 Year-Over-Year Change
(In Thousands) Amount % of Revenues Amount % of Revenues Dollar Change % Change
Revenues $ 916,924 100.0 % $ 825,113 100.0 % $ 91,811 11.1 %
Cost of revenues 769,153 83.9 % 699,836 84.8 % 69,317 9.9 %
Gross profit 147,771 16.1 % 125,277 15.2 % 22,494 18.0 %
Earnings from unconsolidated entities 491 0.1 % 411 — % 80 19.5 %
Selling, general and administrative expenses 93,865 10.2 % 84,222 10.2 % 9,643 11.4 %
Operating income 54,397 5.9 % 41,466 5.0 % 12,931 31.2 %
Interest expense and interest income, net 51,585 5.6 % 41,192 5.0 % 10,393 25.2 %
Other expenses (income), net 335 — % (7,926) (1.0) % 8,261 104.2 %
Income before income taxes 2,477 0.3 % 8,200 1.0 % (5,723) (69.8) %
Income tax benefit (3,047) (0.3) % (1,712) (0.2) % 1,335 78.0 %
Net income 5,524 0.6 % 9,912 1.2 % (4,388) (44.3) %
Net income attributable to non-controlling interests and redeemable non-controlling interests (14,089) (1.5) % (2,531) (0.3) % (11,558) (456.7) %
Net income (loss) attributable to common shareholders $ (8,565) (0.9) % $ 7,381 0.9 % $ (15,946) (216.0) %
Our results of operations for the six months ended June 30, 2026 are due to the following:
•Revenues: total revenues for the six months ended June 30, 2026 increased over 2025 primarily due to a $61.8 million, or 10%, increase in our project revenues attributed to continued growth and expansion in our project business in Europe, the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, principally in our Federal and Europe segments, as well as the impact of the 2025 reversal of previously recognized revenue on a Federal solar photovoltaic energy project that was determined that the closing of the sale was not probable.. The increase is in part attributed to a $13.6 million, or 26% in operations and maintenance revenue due to continued additions of new long-term contracts, and a $17.0 million, or 14% increase and energy asset revenue resulting from the growth of our operating asset portfolio.
•Cost of Revenues and Gross Profit: the increased cost of revenues is primarily due to the increase in project revenues described above and higher depreciation expenses from the continued growth in our operating assets portfolio. Gross profit as a percentage of revenues increased primarily due to a more favorable mix of higher-margin projects as well as growth in our operations and maintenance business.
•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the six months ended June 30, 2026 increased from 2025 primarily due to increases in payroll and related benefits of $4.5 million, increases in professional fees of $3.2 million, as well as the effect of an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.
•Interest Expense and Interest Income, Net: increased $10.4 million primarily due to increases in the amount of energy asset financings and corporate debt outstanding.
•Other Expenses (Income), Net: Other expenses (income), net for the six months ended June 30, 2026 increased over 2025 primarily due to an increase in loss from foreign currency transactions of $1.0 million compared to gains of $4.4 million in the same period last year.
•Income Tax Benefit: the benefit for income taxes is based on various rates set by federal, state, provincial and local authorities and is affected by differences between financial accounting and tax reporting requirements. The lower effective rate for the six months ended June 30, 2026 is primarily due to higher investment tax credits forecasted on
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assets to be placed into service during 2026 versus 2025.We expect a higher effective tax rate benefit in 2026 as compared to 2025 primarily attributable to our plan to generate and hold more investment tax credits on energy assets placed in service during 2026.
•Net Income (Loss) and Earnings Per Share: Net income (loss) decreased to a loss due to the reasons described above. Basic and diluted loss per share for the six months ended June 30, 2026 was $0.16, a decrease of $0.30 per share basic and diluted compared to the earnings per share in the same period of 2025.
Business Segment Analysis
Our reportable segments for the three and six months ended June 30, 2026 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other. These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. See Note 17 “Business Segment Information” for additional information about our segments.
All financial result comparisons made below relate to the three and six-month period and are against the same prior year period unless otherwise noted.
Revenues
Three Months Ended June 30, Six Months Ended June 30,
(In Thousands) 2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
North America Regions $ 197,107 $ 211,185 $ (14,078) (6.7) % $ 363,134 $ 389,445 $ (26,311) (6.8) %
U.S. Federal 92,634 59,644 32,990 55.3 147,891 84,891 63,000 74.2
Renewable Fuels 54,213 42,819 11,394 26.6 93,494 80,994 12,500 15.4
Europe 155,690 141,884 13,806 9.7 282,988 238,541 44,447 18.6
All Other 15,820 16,752 (932) (5.6) 29,417 31,242 (1,825) (5.8)
Total revenues $ 515,464 $ 472,284 $ 43,180 9.1 % $ 916,924 $ 825,113 $ 91,811 11.1 %
•North America Regions: the decrease in revenue is primarily due to lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects, partially offset by increased operations and maintenance revenue attributed to continued additions of new long-term contracts as well as increased energy asset revenue resulting from the growth of our operating asset portfolio.
•U.S. Federal: the increase in revenue during the three and six months ended June 30, 2026 is primarily due to increased project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects as well as increased operations and maintenance revenue attributed to continued additions of new long-term contracts as well as increased energy asset revenue resulting from the growth of our operating asset portfolio. The increase in revenue during the six months ended June 30, 2026 is also due to the impact in 2025 of the reversal of previously recognized revenue on a solar photovoltaic energy project that was determined that the closing of the sale was not probable.
•Renewable Fuels: the increase in revenue is primarily due to increased energy assets revenue resulting from the continued growth of our operating asset portfolio as well as increased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs.
•Europe: the increase in revenue is primarily due to higher project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects primarily related to increased activity under our joint ventures in Greece and Romania compared to the prior period.
•All Other: All other revenues decreased year-over-year primarily due to lower sales in our integrated PV line of business due in part to seasonality.
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Income before Taxes and Unallocated Corporate Activity
Three Months Ended June 30, Six Months Ended June 30,
(In Thousands) 2026 2025 Dollar Change % Change 2026 2025 Dollar Change % Change
North America Regions $ 13,289 $ 21,113 $ (7,824) (37.1) % $ 20,586 $ 29,246 $ (8,660) (29.6) %
U.S. Federal 12,800 5,443 7,357 135.2 14,094 8,579 5,515 64.3
Renewable Fuels 2 (1,901) 1,903 100.1 (5,209) (2,837) (2,372) (83.6)
Europe 19,611 6,983 12,628 180.8 23,815 10,417 13,398 128.6
All Other 1,427 2,706 (1,279) (47.3) 2,127 3,537 (1,410) (39.9)
Unallocated corporate activity (27,085) (21,726) (5,359) (24.7) (52,936) (40,742) (12,194) (29.9)
Income before taxes $ 20,044 $ 12,618 $ 7,426 (58.9) % $ 2,477 $ 8,200 $ (5,723) 69.8 %
•North America Regions: the decrease is primarily due to a decrease in unrealized gains from derivatives, a decrease in other income, lower gross profit due to lower project revenue, and the impact of lower-margin project mix in the three months ended June 30, 2026, partially offset by a higher-margin project mix in the six months ended June 30, 2026.
•U.S. Federal: the increase is primarily due to higher gross profit primarily due to the benefit of annual price increases on relatively stable costs for certain operations and maintenance contracts and an increase in unrealized gains from derivatives, partly offset by increased operating expenses from legal costs compared to the prior period.
•Renewable Fuels: the increase during the three months ended June 30, 2026 is primarily due to additional assets placed into service as well as production tax credits earned resulting in higher gross profit and profit margins, offset by higher interest expenses. The increase in loss during the six months ended June 30, 2026 is primarily due to lower gross margins attributed to energy asset production delays primarily due to weather impacts in the first quarter of the year, increased depreciation expense due to growth in our operating portfolio, and higher interest expenses.
•Europe: the increase is primarily due to the increased revenues noted above, partially offset by higher SG&A expenses.
•All Other: the decrease is primarily due to the decreased revenues noted above.
•Unallocated corporate activity includes all corporate level selling, general and administrative expenses and other expenses not allocated to the segments. We do not allocate any indirect expenses to the segments. Corporate expenses increased primarily due to higher net interest expense and foreign currency transaction losses this year versus gains last year, increased stock compensation and insurance costs in 2026 and an additional gain of $1.4 million recognized in 2025 from the sale of an energy technology and advisory services company late in 2024.
Liquidity and Capital Resources
Overview
Since inception, we have funded operations primarily through cash flow from operations, advances from Federal ESPC projects, our senior secured credit facility, second lien term loan and various forms of other debt (See “Energy Asset Financing” below) and equity.
Working capital requirements can be susceptible to fluctuations during the year due to timing differences between costs incurred, the timing of milestone-based customer invoices and actual cash collections. Working capital may also be affected by seasonality, growth rate of revenue, long lead-time equipment purchase patterns, advances from Federal ESPC projects, and payment terms for payables relative to customer receivables.
We expect to incur additional expenditures in connection with the following activities:
•equity investments, project asset acquisitions, and business acquisitions that we may fund from time to time
•capital investment in current and future energy assets
•material, equipment, and other expenditures for large projects
We regularly monitor and assess our ability to meet funding requirements. We believe that cash and cash equivalents, working capital and availability under our revolving senior secured credit facility, combined with our right (subject to lender consent) to increase our revolving credit facility by $100.0 million, plus develop and sell asset transactions, sales of tax attributes, and our general access to credit and equity markets, will be sufficient to fund our operations through at least August 2027 and thereafter.
We continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate and that we can meet our capital and debt service requirements. This may include limiting discretionary spending across
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the organization and re-prioritizing our capital projects amid times of political unrest, the duration of supply challenges, and the rate and duration of the inflationary pressures, and other events affecting our liquidity. For example, recent increases in inflation and interest rates have impacted overall market returns on assets. We have therefore been particularly prudent in our capital commitments over the past few quarters, ensuring that our assets in development continue to align with our hurdle rates.
Of the $400 million cash commitment from HASI related to the new joint venture, Neogenyx Fuels LLC, which closed on May 12, 2026, (i) $233,800 was paid to Ameresco at closing, of which $57,942, was used to pay existing project-level debt and approximately $5,371 was used to pay fees, and (ii) a portion of the remaining $166,200 was contributed to the joint venture at closing. The remainder thereof will be contributed over a period of time to fund the joint venture, which funds are being used for strategic opportunities, working capital, and deleveraging throughout the year. See Neogenyx Fuels transaction in Key Factors and Trends above for further details.
Senior Secured Corporate Credit Facility
On January 23, 2025, we refinanced our term loan and revolving credit facility by entering into a sixth amended and restated senior secured credit agreement (“Restated Credit Agreement”) with the group of lenders thereto. The interest rate for borrowings is based on, at our option, either the Base Rate plus a margin of 0.75% to 1.75%, depending on our core leverage ratio; or the Term SOFR plus a margin of 1.75% to 2.75%, depending on our core leverage ratio. A commitment fee of between 0.25% and 0.375%, depending on our core leverage ratio, is payable quarterly on the undrawn portion of the revolver. At closing we paid $2.3 million in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180.0 million and $13.0 million were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing. As of June 30, 2026, the interest rates were 6.23% and 6.27% per annum for the term loan and revolving credit facility, respectively.
The restated credit agreement replaced and extended the prior credit agreement dated March 4, 2022, and subsequently amended (the “Original Credit Agreement”). The Restated Credit Agreement refinanced the credit facilities under the Original Credit Agreement and replaced it with the following facilities:
•a $225.0 million revolving credit facility, maturing on December 28, 2028, and
•a $100.0 million term loan, maturing on December 28, 2028.
On March 30, 2026, we entered into amendment number 2 to the Restated Credit Agreement, and the term loan was increased by $45.0 million, under a provision that allows us to increase the facility by up to an additional $100.0 million at Ameresco’s option if lenders are willing to provide such increased commitments, subject to certain conditions. Following the amendment, $55 million of remaining accordion capacity is available, subject to lender commitments and the terms of the credit agreement. Quarterly principal payments increased to $1.8 million. No other terms were changed with this amendment. As part of the transaction, we paid $41.0 million on the revolving credit facility and $1.1 million for accrued interest on the term loan. Net proceeds for the term loan were $2.8 million.
As of June 30, 2026, the balance on the senior secured term loans was $136.9 million, the balance on the senior secured revolving credit facility was $153.0 million, and we had funds available of $42.8 million.
Energy Asset Financing
Energy Asset Construction and Operating Facilities, Financing Facilities, and Term Loans
We have entered into a number of construction and term loan agreements for the purpose of constructing and owning certain renewable energy plants. The physical assets and the operating agreements related to the renewable energy plants are generally owned by wholly owned, single member “special purpose” subsidiaries of Ameresco. These construction and term loans are structured as project financings made directly to a subsidiary, and upon commercial operation and achieving certain milestones in the credit agreement, the related construction loan converts into a term loan. While we are required under generally accepted accounting principles (“GAAP”) to reflect these loans as liabilities on our condensed consolidated balance sheets, they are generally non-recourse and not direct obligations of Ameresco, Inc., except to the extent of completion guarantees and EPC contracts and certain equity contribution obligations under our August 2023 Construction Credit Facility.
Our project financing facilities contain various financial and other covenant requirements which include debt service coverage ratios and total funded debt to EBITDA, as defined in the facilities. Any failure to comply with the financial or other covenants of our project financings would result in inability to distribute funds from the wholly-owned subsidiary to Ameresco, Inc. or constitute an event of default in which the lenders may have the ability to accelerate the amounts outstanding, including all accrued interest and unpaid fees.
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On May 27, 2025 we entered into an omnibus amendment to our October 2022, Financing Facility as part of a tax credit transfer agreement for investment tax credits. The amendment required a $7.0 million principal payment, which was made during the three months ended June 30, 2025. On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. This amendment included advances of $25.5 million related to an expansion project and $15.7 million related to a true-up payment in connection to the removal of an IRR residual income requirement. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. On February 3, 2026, we entered into an omnibus amendment as part of moving two projects out of a construction credit facility and under this facility. The transaction added $99.9 million to the facility for the two projects, of which $97.8 million was used to pay off the projects under the construction facility. No other terms were changed with this amendment. At June 30, 2026, $435.6 million was outstanding under this facility, net of unamortized debt discount and issuance costs.
During the six months ended June 30, 2026, we entered into an amendment to extend our June 2020, Construction Credit Facility, and the current maturity date is March 31, 2027. As of June 30, 2026, $20.3 million was outstanding under this facility and $79.7 million was available for borrowing.
On June 30, 2026, we entered into an amendment to extend the accordion exercise period through July 15, 2026 and decrease the accordion option from $100 million to $50 million and the aggregate commitment under the agreement from $500 million to $450 million. On June 30, 2026, we exercised the accordion option, increasing the borrowing capacity from $400 million to $450 million.
Other Financing Facilities and Financing Leases
During the six months ended June 30, 2026, we sold and leased back two energy assets for $4.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the six months ended June 30, 2026, we entered into an amended and restated participation agreement which extended the participation date from June 30, 2026 to March 31, 2027. During the six months ended June 30, 2026, we were in default of certain lien provisions of this agreement. In June 2026, we received waiver of these defaults which are valid until August 14, 2026, August 30, 2026, and December 30, 2026.
Federal ESPC Liabilities
We have arrangements with certain third-parties to provide advances to us during the construction or installation of projects for certain customers, typically federal governmental entities, in exchange for our assignment to the lenders of our rights to the long-term receivables arising from the ESPCs related to such projects. These financings totaled $528.0 million as of June 30, 2026. Under the terms of these financing arrangements, we are required to complete the construction or installation of the project in accordance with the contract with our customer, and the liability remains on our condensed consolidated balance sheets until the completed project is accepted by the customer.
We are the primary obligor for financing received, but only until final acceptance of the work by the customer. At this point recourse to us ceases and the ESPC receivables are transferred to the investor. The transfers of receivables under these agreements do not qualify for sales accounting until final customer acceptance of the work, so the advances from the investors are not classified as operating cash flows. Cash draws that we received under these ESPC agreements were $48.1 million during the six months ended June 30, 2026, and are recorded as financing cash inflows. The use of the cash received under these arrangements is to pay project costs classified as operating cash flows and totaled $24.7 million during the six months ended June 30, 2026. Due to the manner in which the ESPC contracts with the third-party investors are structured, our reported operating cash flows are materially impacted by the fact that operating cash flows only reflect the ESPC contract expenditure outflows and do not reflect any inflows from the corresponding contract revenues. Upon acceptance of the project by the federal customer the ESPC receivable and corresponding ESPC liability are removed from our condensed consolidated balance sheets as a non-cash settlement.
Other
We issue letters of credit and performance bonds, from time to time, with our third-party lenders, to provide collateral.
Cash Flows
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The following table summarizes our cash flows from operating, investing, and financing activities:
Six Months Ended June 30,
(In Thousands) 2026 2025 $ Change
Cash flows from operating activities $ (71,813) $ (55,177) $ (16,636)
Cash flows from investing activities (210,268) (176,033) (34,235)
Cash flows from financing activities 347,217 221,935 125,282
Effect of exchange rate changes on cash (1,051) 2,914 (3,965)
Total net cash flows $ 64,085 $ (6,361) $ 70,446
Our service offering also includes the development, construction, and operation of small-scale renewable energy plants. Small-scale renewable energy projects, or energy assets, can either be developed for the portfolio of assets that we own and operate or designed and built for customers. Expenditures related to projects that we own are recorded as cash outflows from investing activities. Expenditures related to projects that we build for customers are recorded as cash outflows from operating activities as cost of revenues.
Cash Flows from Operating Activities
Our cash flows from operating activities during the six months ended June 30, 2026 decreased over the same period last year primarily due to increases in cash outflows of $120.2 million in unbilled revenue, $8.3 million in deferred revenue and $8.7 million in accounts receivable, offset by increases in cash inflows of $55.0 million in accounts payable, accrued expenses and other current liabilities due to the timing of payments related to project activity compared to the prior year period and $29.4 million in prepaid expenses.
Cash Flows from Investing Activities
During the six months ended June 30, 2026 we made capital investments of $213.2 million in new energy assets and $15.9 million in major maintenance of energy assets compared to $208.1 million and $10.1 million, respectively, in 2025.
We currently plan to invest approximately $120 million to $170 million in additional capital expenditures during the remainder of 2026, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt and tax transfers. We expect that approximately $50 million to $75 million of that total will be incurred by the Neogenyx Fuels joint venture and funded by HASI’s capital commitments as well as project finance debt and tax transfers.
Cash Flows from Financing Activities
Our primary sources of financing for the six months ended June 30, 2026 were proceeds from energy asset financings of $235.1 million, contributions from non-controlling interests related to the Neogenyx Fuels joint venture of $228.4 million, proceeds from long-term corporate debt financings of $45.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $47.7 million, partially offset by payments on long-term debt and debt fees of $210.6 million including approximately $58.0 million of project financing debt repaid in connections with the Neogenyx Fuels joint venture transaction.
Our primary sources of financing for the six months ended June 30, 2025 were proceeds from energy asset financings of $290.2 million, proceeds from long-term corporate debt financings of $100.0 million, net proceeds received from Federal ESPC projects and energy asset receivable financing arrangements of $35.2 million, contributions from a non-controlling interest of $3.8 million, partially offset by payments on long-term debt and debt fees of $176.5 million and net payments on our senior secured revolving credit facility of $32.0 million.
We currently plan additional project financings of approximately $100 million during the remainder of 2026 to fund the construction or the acquisition of new renewable energy plants as discussed above, including amounts we plan to raise for energy assets in the Neogenyx Fuels joint venture.
Critical Accounting Estimates
Preparing our condensed consolidated financial statements in accordance with GAAP involves us making estimates and assumptions that affect reported amounts of assets and liabilities, net sales and expenses, and related disclosures in the accompanying notes at the date of our financial statements. We base our estimates on historical experience, industry and market trends, and on various other assumptions that we believe to be reasonable under the circumstances. However, by their nature,
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estimates are subject to various assumptions and uncertainties, and changes in circumstances could cause actual results to differ from these estimates, sometimes materially.
There have been no material changes in our critical accounting estimates from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2025 Form 10-K. In addition, refer to Note 2 “Summary of Significant Accounting Policies” for updates to critical accounting policies.
Recent Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies” for a discussion of recent accounting pronouncements.