Exhibit 99.1
        
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FOR IMMEDIATE RELEASE
Contact:Media RelationsLeila Dillon, 508.661.2264, news@ameresco.com
Investor Relations
Eric Prouty, AdvisIRy Partners, 212.750.5800, eric.prouty@advisiry.com
Lynn Morgen, AdvisIRy Partners, 212.750.5800, lynn.morgen@advisiry.com

Ameresco Reports Second Quarter 2022 Financial Results

– Record Q2 Revenue and Profit with Growth Across All Business Lines –
– Continued Momentum in New Project Awards and Proposal Activity –
– Announced Company’s Largest PV & Battery Storage Asset –
– Reiterates FY22 Guidance –

Second Quarter 2022 Financial Highlights:
(All financial result comparisons made are against the prior year period unless otherwise noted)
•Revenues of $577.4 million, up 111%
•Net income attributable to common shareholders of $32.2 million, up 136%
•GAAP EPS of $0.61, up 135%
•Non-GAAP EPS of $0.62, up 82%
•Adjusted EBITDA of $60.3 million, up 75%

FRAMINGHAM, MA – August 1, 2022 - Ameresco, Inc. (NYSE:AMRC), a leading cleantech integrator specializing in energy efficiency and renewable energy, today announced financial results for the fiscal quarter ended June 30, 2022. 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.
“Ameresco, through dedication and diversification, is pleased to report another quarter of record results, with each of our four business lines posting considerable year-over-year growth. Second quarter revenue more than doubled, led by our Projects business line, which continues to benefit from the diversity and increased scale and complexity of projects in our backlog. We achieved sequential and year-over-year increases in our awarded backlog in the second quarter, reflecting Ameresco’s market share gains as well as the expansion of our addressable market. The combination of rising energy costs, the growing focus by customers on reducing their



environmental impact, and the need for comprehensive energy efficient and resilient solutions has driven our bid and proposal activity to record levels in the first half of 2022.

“Together with our partner, Bright Canyon Energy, we signed a 37-year enhanced use lease with the Department of Navy and received approval for a 20-year PPA from the PUC of Hawaii that significantly expands our portfolio of Energy Assets in development. The Kūpono Solar, LLC Asset will represent the largest combined PV and battery asset ever developed and constructed by Ameresco. When complete, this asset will add capacity of 42 megawatts (MW) of clean renewable electricity and 42 MW/168 MWh of battery storage to Hawaiian Electric’s grid on the island of O’ahu. Completion is expected in early 2024. This asset marks the first time we have worked with Bright Canyon Energy Corporation, who will have an equity ownership in the asset,” commented George P. Sakellaris, President and Chief Executive Officer.

Ameresco is providing an update on the progress of the Southern California Edison (SCE) battery energy storage systems (BESS) projects. During the second quarter, we made substantial progress on the projects, achieving a number of key milestones despite Covid, supply chain, and permitting challenges. Approximately two thirds of the batteries for the projects are on site with the balance in transit. We now expect 200 to 300MW of capacity to be in service in September and continue to expect completion by the end of this year.

“Ameresco continued to be recognized by industry experts during the quarter. We were ranked number one in the Guidehouse Insights Energy as a Service (EaaS) Leaderboard report for the second consecutive year and were granted two Platinum Hermes Creative Awards for our continued ESG initiatives,” concluded George P. Sakellaris, President and Chief Executive Officer.

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

Total revenue increased 111% with growth across all of the Company's lines of business. Project revenue increased 149% as we continued to execute on the SCE projects while certain other projects progressed ahead of our expectations. Continued growth in our operating energy asset base and increased performance from our existing assets drove Energy Asset revenue up 16%. Other revenue grew 15% with strength in integrated PV sales, and O&M revenue increased over 7%. Gross margin was 14.1%, in line with our expectations, reflecting the impact from the higher revenue contribution from our lower margin SCE design/build projects. Revenue performance combined with the Company’s strong operating leverage enhanced net income to $32.2 million, representing a 136% increase, and Adjusted EBITDA to $60.3 million, a 75% increase. The results for the three months ended June 30, 2022 and 2021 reflect a non-cash downward adjustment of $0.7 million and $4.2 million, respectively, related to non-controlling interest activities.

Working capital increased in-line with our expectations during the quarter due to the execution of our large SCE design/build projects. We collected a milestone payment of $33 million from SCE subsequent to the end of Q2.



(in millions)2Q 20222Q 2021
Revenue
Net Income (1)
Adj. EBITDARevenue
Net Income (1)
Adj. EBITDA
Projects$489.1$15.8$29.2$196.3$10.4$11.3
Energy Assets$42.9$12.9$24.7$36.9$1.1$20.3
O&M$21.1$2.4$4.0$19.6$1.9$2.4
Other$24.3$1.1$2.4$21.1$0.2$0.3
Total (1)
$577.4$32.2$60.3$273.9$13.7$34.4
(1) Net Income represents net income attributable to common shareholders.
(2) Numbers in table may not foot due to rounding.

($ in millions)At June 30, 2022
Awarded Project Backlog (1)
$1,829
Contracted Project Backlog$1,003
Total Project Backlog$2,832
O&M Revenue Backlog$1,197
Energy Asset Visibility (2)
$1,019
Operating Energy Assets354 MWe
Ameresco's Ownership of Assets in Development (3)
436 MWe
(1) Customer contracts that have not been signed yet
(2) Estimated contracted revenue and incentives on our operating Energy Assets, which may vary with actual production and future values of certain environmental attributes
(3) Ameresco owned capacity not reflecting partner's minority interest


Project Highlights
In the second quarter of 2022:
•Ameresco was awarded a 6 MW / 6 MWh BESS by the U.S. Army to add a comprehensive energy storage system to the existing 18.6 MW solar renewable energy facility at the Fort Detrick Army Garrison in Frederick, Maryland.
•The Company announced a $102 million energy conservation project and accompanying 25-year O&M service agreement at Joint Base Pearl Harbor-Hickam (JBPHH) Air Force Base in Hawaii.
•Ameresco completed a comprehensive energy and water retrofit project with the Massachusetts College of Art and Design (MassArt) including improved lighting controls, building management system and controls upgrades, steam heating improvements, make up air units and exhaust fans installations, real-time metering – demand response, general building code upgrades and more.





Asset Highlights
In the second quarter of 2022:

•Ameresco continued to grow its Assets in Development, bringing the total to 477 MWe. After subtracting the partner’s minority interests, Ameresco’s owned capacity of Assets in Development is 436 MWe.
•The Company, along with our equity partner Bright Canyon, announced the Kūpono Solar joint venture, a 42 MW photovoltaic solar array and 42 MW/168 MWh lithium-ion battery storage system with a 20-year power purchase agreement (PPA) with Hawaiian Electric.
•Ameresco completed a 6.9 MW DC PV asset for off-taker GlaxoSmithKline (GSK) Consumer Healthcare who will purchase renewable electricity from the asset as part of a 17-year PPA.


Summary and Outlook
“Ameresco continues to deliver record results, while building the foundation for robust long-term growth. With our acknowledged technological expertise and proven track record, we are moving ahead to capture the expanding opportunities on the horizon, with a flexible business model that provides significant visibility,” Mr. Sakellaris noted.

“We are pleased to reiterate our 2022 guidance for year-over-year revenue, Adjusted EBITDA, and Non-GAAP EPS growth of 52%, 34%, and 26%, respectively, at the midpoints of our guidance ranges. We anticipate that Q3 revenue will be slightly greater than that of Q4, and second half 2022 gross margins will be approximately 18%. During 2022, we anticipate placing between 60 and 80 MWe of energy assets in service, while investing approximately $225 million to $275 million of capital, the majority of which we expect to fund with non-recourse debt.” Mr. Sakellaris concluded.


FY 2022 Guidance Ranges
Revenue$1.83 billion$1.87 billion
Gross Margin15.5%16.5%
Adjusted EBITDA$200 million$210 million
Interest Expense & Other$25 million$27 million
Effective Tax Rate13%17%
Non-GAAP EPS$1.85$1.95
The Company’s guidance excludes the impact of any non-controlling interest activity, one-time charges, asset impairment charges, restructuring activities, as well as any related tax impact.

Conference Call/Webcast Information
The Company will host a conference call today at 4:30 p.m. ET to discuss second quarter financial results, business and financial outlook and other business highlights. Participants may access the earnings conference call by pre-registering here at least fifteen minutes in advance. 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.

About Ameresco, Inc.
Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading cleantech integrator and renewable energy asset developer, owner and operator. Our comprehensive portfolio includes energy efficiency, infrastructure upgrades, asset sustainability and renewable energy solutions delivered to clients throughout North America and Europe. Ameresco’s sustainability services in support of clients’ pursuit of Net-Zero include upgrades to a facility’s energy infrastructure and the development, construction, and operation of distributed energy resources. Ameresco has successfully completed energy saving, environmentally responsible projects with Federal, state and local governments, healthcare and educational institutions, housing authorities, and commercial and industrial customers. With its corporate headquarters in Framingham, MA, Ameresco has more than 1,200 employees providing local expertise in the United States, Canada, and Europe. For more information, visit www.ameresco.com.

Safe Harbor Statement
Any statements in this press release about future expectations, plans and prospects for Ameresco, Inc., including statements about market conditions, pipeline and backlog, as well as estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, capital investments, other financial guidance, statements about our agreement with SCE including the impact of any delays, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward looking statements as a result of various important factors, including the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis, including the ability to perform under recently signed contracts without delay; demand for our energy efficiency and renewable energy solutions; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our ability to arrange financing to fund our operations and projects and to comply with covenants in our existing debt agreements; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy and the fiscal health of the government; the ability of customers to cancel or defer contracts included in our backlog; the effects of our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; availability and costs of labor and equipment particularly given global supply chain challenges; our reliance on third parties for our construction and installation



work; the addition of new customers or the loss of existing customers including our reliance on the agreement with SCE for a significant portion of our revenues in 2022; the impact from Covid-19 on our business; global supply chain challenges, component shortages and inflationary pressures; market price of the Company's stock prevailing from time to time; the nature of other investment opportunities presented to the Company from time to time; the Company's cash flows from operations; cybersecurity incidents and breaches; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (SEC) on March 1, 2022, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 3, 2022, and other SEC filings. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.



AMERESCO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
June 30,December 31,
 20222021
 (Unaudited)
ASSETS
Current assets:  
Cash and cash equivalents$67,553 $50,450 
Restricted cash27,079 24,267 
Accounts receivable, net207,990 161,970 
Accounts receivable retainage, net43,444 43,067 
Costs and estimated earnings in excess of billings663,798 306,172 
Inventory, net10,886 8,807 
Prepaid expenses and other current assets23,153 25,377 
Income tax receivable4,299 5,261 
Project development costs16,668 13,214 
Total current assets1,064,870 638,585 
Federal ESPC receivable671,241 557,669 
Property and equipment, net14,000 13,117 
Energy assets, net964,871 856,531 
Deferred income tax assets, net3,646 3,703 
Goodwill, net70,825 71,157 
Intangible assets, net5,532 6,961 
Operating lease assets38,929 41,982 
Restricted cash, net of current portion16,675 12,337 
Other assets34,187 22,779 
Total assets$2,884,776 $2,224,821 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:  
Current portion of long-term debt and financing lease liabilities$82,707 $78,934 
Accounts payable432,695 308,963 
Accrued expenses and other current liabilities41,629 43,311 
Current portion of operating lease liabilities5,953 6,276 
Billings in excess of cost and estimated earnings39,787 35,918 
Income taxes payable1,633 822 
Total current liabilities604,404 474,224 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs698,365 377,184 
Federal ESPC liabilities657,235 532,287 
Deferred income tax liabilities, net8,855 3,871 
Deferred grant income8,099 8,498 
Long-term operating lease liabilities, net of current portion32,642 35,135 
Other liabilities45,691 43,176 



June 30,December 31,
 20222021
Commitments and contingencies
Redeemable non-controlling interests, net$47,918 $46,182 
Stockholders' equity:  
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2022 and December 31, 2021— — 
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 35,935,688 shares issued and 33,833,893 shares outstanding at June 30, 2022, 35,818,104 shares issued and 33,716,309 shares outstanding at December 31, 20213 3 
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2022 and December 31, 20212 2 
Additional paid-in capital294,240 283,982 
Retained earnings488,278 438,732 
Accumulated other comprehensive loss, net(4,354)(6,667)
Treasury stock, at cost, 2,101,795 shares at June 30, 2022 and December 31, 2021(11,788)(11,788)
Stockholders' equity before non-controlling interest766,381 704,264 
Non-controlling interest15,186 — 
Total stockholders’ equity781,567 704,264 
Total liabilities, redeemable non-controlling interests and stockholders' equity$2,884,776 $2,224,821 




AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts) (Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2022202120222021
Revenues$577,397 $273,920 $1,051,399 $526,122 
Cost of revenues496,094 220,598 901,718 425,891 
Gross profit81,303 53,322 149,681 100,231 
Selling, general and administrative expenses38,249 31,882 77,941 60,483 
Operating income43,054 21,440 71,740 39,748 
Other expenses, net5,249 5,450 12,330 9,122 
Income before income taxes37,805 15,990 59,410 30,626 
Income tax provision (benefit)4,932 (1,896)7,239 309 
Net income32,873 17,886 52,171 30,317 
Net income attributable to redeemable non-controlling interests(657)(4,231)(2,571)(5,488)
Net income attributable to common shareholders$32,216 $13,655 $49,600 $24,829 
Net income per share attributable to common shareholders:  
Basic$0.62 $0.27 $0.96 $0.49 
Diluted$0.61 $0.26 $0.93 $0.48 
Weighted average common shares outstanding: 
Basic51,818 51,315 51,781 50,158 
Diluted53,173 52,570 53,407 51,475 




AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
 Six Months Ended June 30,
 20222021
Cash flows from operating activities:
Net income$52,171 $30,317 
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation of energy assets, net23,978 20,136 
Depreciation of property and equipment1,404 1,637 
Gain on contingent consideration(320)— 
Accretion of ARO liabilities72 57 
Amortization of debt discount and debt issuance costs2,036 1,477 
Amortization of intangible assets1,020 161 
Provision for bad debts244 6 
Equity in earnings of unconsolidated entity(989)— 
Net loss from derivatives555 1,225 
Stock-based compensation expense7,206 2,115 
Deferred income taxes, net3,606 335 
Unrealized foreign exchange loss (gain)467 (32)
Changes in operating assets and liabilities:
Accounts receivable(44,334)15,230 
Accounts receivable retainage(458)(6,211)
Federal ESPC receivable(113,478)(125,146)
Inventory, net(2,080)(224)
Costs and estimated earnings in excess of billings(358,603)(8,893)
Prepaid expenses and other current assets(1,629)2,445 
Project development costs(1,332)760 
Other assets(10,020)(3,691)
Accounts payable, accrued expenses and other current liabilities126,783 (22,941)
Billings in excess of cost and estimated earnings4,073 (8,174)
Other liabilities18 (207)
Income taxes receivable, net1,767 3,135 
Cash flows from operating activities
(307,843)(96,483)
Cash flows from investing activities:
Purchases of property and equipment(2,525)(1,484)
Capital investment in new energy assets(124,924)(97,891)
Capital investment in major maintenance of energy assets(4,838)(6,376)
Cash flows from investing activities
(132,287)(105,751)
Cash flows from financing activities:  
Proceeds from equity offering, net of offering costs— 120,081 
Payments of debt discount and debt issuance costs(2,756)(1,162)
Proceeds from exercises of options and ESPP2,814 3,263 
Proceeds from (payments on) senior secured revolving credit facility, net120,000 (28,073)
Proceeds from long-term debt financings307,911 64,854 
Proceeds from Federal ESPC projects121,731 70,159 
Proceeds for (payments on) energy assets from Federal ESPC4,651 (117)
Contributions from non-controlling interest12,919 — 
(Distributions to) proceeds from redeemable non-controlling interests, net(561)1,583 
Payments on long-term debt and financing leases(101,035)(33,664)
Cash flows from financing activities
465,674 196,924 
Effect of exchange rate changes on cash(1,291)315 
Net increase (decrease) in cash, cash equivalents, and restricted cash24,253 (4,995)
Cash, cash equivalents, and restricted cash, beginning of period87,054 98,837 
Cash, cash equivalents, and restricted cash, end of period$111,307 $93,842 




Non-GAAP Financial Measures (In thousands) (Unaudited)
Three Months Ended June 30, 2022
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income attributable to common shareholders$15,786 $12,886 $2,428 $1,116 $32,216 
Impact from redeemable non-controlling interests— 657 — — 657 
Plus (less): Income tax provision (benefit)5,680 (2,300)1,056 496 4,932 
Plus: Other expenses, net3,719 1,278 104 148 5,249 
Plus: Depreciation and amortization723 11,887 286 388 13,284 
Plus: Stock-based compensation3,110 273 134 158 3,675 
Plus: Restructuring and other charges143 — 26 72 241 
Adjusted EBITDA$29,161 $24,681 $4,034 $2,378 $60,254 
Adjusted EBITDA margin6.0 %57.5 %19.2 %9.8 %10.4 %
Three Months Ended June 30, 2021
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income attributable to common shareholders$10,379 $1,146 $1,932 $198 $13,655 
Impact from redeemable non-controlling interests— 4,231 — — 4,231 
Less: Income tax benefit(1,080)(422)(73)(321)(1,896)
Plus: Other expenses (income), net316 5,172 5 (43)5,450 
Plus: Depreciation and amortization624 9,938 433 340 11,335 
Plus: Stock-based compensation966 182 97 104 1,349 
Plus: Restructuring and other charges133 25 12 64 234 
Adjusted EBITDA$11,338 $20,272 $2,406 $342 $34,358 
Adjusted EBITDA margin5.8 %54.9 %12.3 %1.6 %12.5 %




Six Months Ended June 30, 2022
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income attributable to common shareholders$25,946 $16,756 $5,058 $1,840 $49,600 
Impact from redeemable non-controlling interests— 2,571 — — 2,571 
Plus (less): Income tax provision (benefit)8,979 (4,084)1,448 896 7,239 
Plus: Other expenses, net5,143 6,737 219 231 12,330 
Plus: Depreciation and amortization1,574 23,372 621 835 26,402 
Plus: Stock-based compensation6,044 559 286 317 7,206 
Plus: Restructuring and other charges(12)(26)12 58 32 
Adjusted EBITDA$47,674 $45,885 $7,644 $4,177 $105,380 
Adjusted EBITDA margin5.4 %56.4 %18.5 %9.0 %10.0 %
Six Months Ended June 30, 2021
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income attributable to common shareholders$14,471 $6,737 $3,208 $413 $24,829 
Impact from redeemable non-controlling interests— 5,488 — — 5,488 
(Less) plus: Income tax (benefit) provision(134)(86)138 391 309 
Plus: Other expenses, net1,378 7,521 30 193 9,122 
Plus: Depreciation and amortization1,200 19,116 922 696 21,934 
Plus: Stock-based compensation1,515 282 153 165 2,115 
Plus: Restructuring and other charges153 30 34 65 282 
Adjusted EBITDA$18,583 $39,088 $4,485 $1,923 $64,079 
Adjusted EBITDA margin4.9 %55.7 %11.8 %4.7 %12.2 %
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Non-GAAP net income and EPS:
Net income attributable to common shareholders$32,216 $13,655 $49,600 $24,829 
Adjustment for accretion of tax equity financing fees(27)(30)(54)(61)
Impact from redeemable non-controlling interests 657 4,231 2,571 5,488 
Plus: Restructuring and other charges241 234 32 282 
Less: Income tax effect of Non-GAAP adjustments(63)(61)(9)(73)
Non-GAAP net income33,024 18,029 52,140 30,465 
Diluted net income per common share$0.61 $0.26 $0.93 $0.48 
Effect of adjustments to net income0.01 0.08 0.05 0.11 
Non-GAAP EPS$0.62 $0.34 $0.98 $0.59 
Adjusted cash from operations:
Cash flows from operating activities$(31,721)$(57,759)$(307,843)$(96,483)
Plus: proceeds from Federal ESPC projects56,943 36,639 121,731 70,159 
Adjusted cash from operations$25,222 $(21,120)$(186,112)$(26,324)




Other Financial Measures (In thousands) (Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
New contracts and awards:
New contracts$148,600 $188,000 $375,300 $261,000 
New awards (1)
$223,100 $97,000 $661,100 $372,000 
(1) Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed

Non-GAAP Financial Guidance
Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA):
Year Ended December 31, 2022
LowHigh
Operating income(1)
$137 million $145 million
Depreciation and amortization$52 million $53 million
Stock-based compensation$11 million $12 million
Adjusted EBITDA$200 million $210 million

(1) Although net income is the most directly comparable GAAP measure, this table reconciles adjusted EBITDA to operating income because we are not able to calculate forward-looking net income without unreasonable efforts due to significant uncertainties with respect to the impact of accounting for our redeemable non-controlling interests and taxes.

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 attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We believe adjusted EBITDA is



useful to investors in evaluating our operating performance for the following reasons: 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; securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, impact from redeemable non-controlling interests, restructuring and asset impairment charges. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue.

Our management uses adjusted EBITDA and adjusted EBITDA margin 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; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance.

Non-GAAP Net Income and EPS
We define Non-GAAP net income and earnings per share (EPS) to exclude certain discrete items that management does not consider representative of our ongoing operations, including energy asset impairment, restructuring and other charges, impact from redeemable non-controlling interest, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. 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.

Adjusted Cash from Operations
We define adjusted cash from operations as cash flows from operating activities plus proceeds from Federal ESPC projects. Cash received in payment of Federal ESPC projects is treated as a financing cash flow under GAAP due to the unusual financing structure for these projects. These cash flows, however, correspond to the revenue generated by these 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 adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our revenue generated by operations.