amrc-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission File Number: 001-34811

Ameresco, Inc.

(Exact name of registrant as specified in its charter)


Delaware						04-3512838
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
111 Speen Street, Suite 410 Framingham, Massachusetts						01701
(Address of Principal Executive Offices)						(Zip Code)

(508) 661-2200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, par value $0.0001 per share	AMRC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☑	Accelerated Filer o	Non-accelerated filer o	Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class			Shares outstanding as of October 30, 2025
Class A Common Stock, $0.0001 par value per share			34,797,456
Class B Common Stock, $0.0001 par value per share			18,000,000

TABLE OF CONTENTS


						Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024						1
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (Unaudited)						3
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September, 30 2025 and 2024 (Unaudited)						4
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)						5
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)						7
Notes to Condensed Consolidated Financial Statements (Unaudited)						9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						31
Item 3. Quantitative and Qualitative Disclosures About Market Risk						41
Item 4. Controls and Procedures						41

PART II - OTHER INFORMATION
Item 1. Legal Proceedings						43
Item 1A. Risk Factors						43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						43
Item 5. Other Information						43
Item 6. Exhibits						45
Signatures						46

Table of Contents

Part I - Financial Information

Item 1. Condensed Consolidated Financial Statements

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	September 30, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (1)	$	94,551	$	108,516
Restricted cash (1)	98,504		69,706
Accounts receivable, net of allowance of $1,022 and $845, respectively (1)	253,793		256,961
Accounts receivable retainage, net	48,846		39,843
Unbilled revenue (1)	691,316		644,105
Inventory, net	12,785		11,556
Prepaid expenses and other current assets (1)	189,747		145,906
Income taxes receivable	3,603		1,685
Project development costs, net	27,351		22,856
Total current assets (1)	1,420,496		1,301,134
Federal ESPC receivable	516,326		609,128
Property and equipment, net (1)	9,848		11,040
Energy assets, net (1)	2,117,460		1,915,311
Deferred income tax assets, net	76,348		56,523
Goodwill, net	69,245		66,305
Intangible assets, net	8,109		8,814
Right-of-use assets, net (1)	76,371		80,149
Restricted cash, non-current portion (1)	22,541		20,156
Other assets (1)	109,666		89,948
Total assets (1)	$	4,426,410	$	4,158,508
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities, net (1)	$	167,083	$	149,363
Accounts payable (1)	569,600		529,338
Accrued expenses and other current liabilities (1)	105,829		107,293
Current portions of operating lease liabilities (1)	8,062		10,536
Deferred revenue	87,297		91,734
Income taxes payable	1,428		744
Total current liabilities (1)	939,299		889,008
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	1,716,689		1,483,900
Federal ESPC liabilities	499,074		555,396
Deferred income tax liabilities, net	2,771		2,223
Deferred grant income	5,479		6,436
Long-term operating lease liabilities, net of current portion (1)	56,032		59,479
Other liabilities (1)	111,624		114,454
Commitments and contingencies (Note 10)
Redeemable non-controlling interests, net	1,556		2,463

(1) Includes restricted assets of consolidated variable interest entities (“VIEs”) at September 30, 2025 and December 31, 2024 of $285,449 and $158,548, respectively. Includes liabilities of consolidated VIEs at September 30, 2025 and December 31, 2024 of $146,082 and $16,871, respectively. See Note 13.

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AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts) (Continued)


	September 30, 2025		December 31, 2024
	(Unaudited)
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at September 30, 2025 and December 31, 2024	$	—	$	—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 36,854,190 shares issued and 34,752,355 shares outstanding at September 30, 2025, 36,603,048 shares issued and 34,501,213 shares outstanding at December 31, 2024	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, 2025 and December 31, 2024	2		2
Additional paid-in capital	390,119		378,321
Retained earnings	678,393		652,561
Accumulated other comprehensive loss, net	(1,067)		(5,874)
Treasury stock, at cost, 2,101,835 shares at September 30, 2025 and December 31, 2024	(11,788)		(11,788)
Stockholders’ equity before non-controlling interest	1,055,662		1,013,225
Non-controlling interests	38,224		31,924
Total stockholders’ equity	1,093,886		1,045,149
Total liabilities, redeemable non-controlling interests, and stockholders’ equity	$	4,426,410	$	4,158,508

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts) (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues	$	525,987	$	500,873	$	1,351,100	$	1,237,261
Cost of revenues	441,658		423,734		1,141,494		1,047,960
Gross profit	84,329		77,139		209,606		189,301
Earnings from unconsolidated entities	1,393		159		1,804		724
Selling, general and administrative expenses	43,372		42,139		127,593		125,920
Operating income	42,350		35,159		83,817		64,105
Interest expense and interest income, net	20,485		18,416		58,828		47,460
Other expenses (income), net	3,703		3,053		(1,374)		3,939
Income before income taxes	18,162		13,690		26,363		12,706
Income tax benefit	(3,678)		(3,324)		(5,390)		(3,324)
Net income	21,840		17,014		31,753		16,030
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(3,308)		585		(5,839)		3,642
Net income attributable to common shareholders	$	18,532	17,599		$	25,914	$	19,672

Net income per share attributable to common shareholders:
Basic	$	0.35	$	0.34	$	0.49	$	0.37
Diluted	$	0.35	$	0.33	$	0.49	$	0.37
Weighted average common shares outstanding:
Basic	52,716		52,413		52,633		52,352
Diluted	53,370		53,243		53,095		53,098

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)


	Three Months Ended September 30,
	2025		2024
Net income	$	21,840	$	17,014
Other comprehensive (loss) income:
Unrealized loss from interest rate hedges, net of tax	(65)		(1,060)
Foreign currency translation adjustments	(1,085)		2,003
Total other comprehensive (loss) income	(1,150)		943
Comprehensive income	20,690		17,957
Comprehensive income attributable to non-controlling interests and redeemable non-controlling interests:
Net (income) loss	(3,308)		585
Foreign currency translation adjustments	(157)		54
Comprehensive (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(3,465)		639
Comprehensive income attributable to common shareholders	$	17,225	$	18,596

	Nine Months Ended September 30,
	2025		2024
Net income	$	31,753	$	16,030
Other comprehensive (loss) income:
Unrealized loss from interest rate hedges, net of tax	(695)		(446)
Foreign currency translation adjustments	5,594		652
Total other comprehensive income	4,899		206
Comprehensive income	36,652		16,236
Comprehensive (income) loss attributable to non-controlling interests and redeemable non-controlling interests:
Net (income) loss	(5,839)		3,642
Foreign currency translation adjustments	(92)		36
Comprehensive (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(5,931)		3,678
Comprehensive income attributable to common shareholders	$	30,721	$	19,914

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2025 and 2024

(In thousands, except share amounts) (Unaudited)


	Redeemable Non-controlling Interests (“RNCI”)		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Non-controlling Interests (“NCI”)		Total Stockholders’ Equity
			Shares	Amount		Shares	Amount								Shares	Amount
Balance, June 30, 2024	$	43,777	34,402,515	$	3	18,000,000	$	2	$	332,356	$	597,930	$	(3,800)	2,101,795	$	(11,788)	$	26,489	$	941,192
Exercise of stock options	—		7,500	—		—	—		405		—		—		—	—		—		405
Stock-based compensation expense	—		—	—		—	—		3,664		—		—		—	—		—		3,664

Restricted stock units released	—		32,736	—		—	—		—		—		—		40	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(1,060)		—	—		—		(1,060)
Foreign currency translation adjustment	—		—	—		—	—		—		—		2,057		—	—		(54)		2,003

Distributions to RNCI	(130)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	26		—	—		—	—		—		(26)		—		—	—		—		(26)

Contributions from NCI	—		—	—		—	—		—		—		—		—	—		2,997		2,997
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(364)		(364)

Net (loss) income	(912)		—	—		—	—		—		17,599		—		—	—		327		17,926
Balance, September 30, 2024	$	42,761	34,442,751	$	3	18,000,000	$	2	$	336,425	$	615,503	$	(2,803)	2,101,835	$	(11,788)	$	29,395	$	966,737

Balance, June 30, 2025	$	1,543	34,703,659	$	3	18,000,000	$	2	$	386,214	$	659,888	$	240	2,101,835	$	(11,788)	$	36,312	$	1,070,871

Exercise of stock options	—		9,000	—		—	—		159		—		—		—	—		—		159
Stock-based compensation expense	—		—	—		—	—		3,746		—		—		—	—		—		3,746

Restricted stock units released	—		39,696	—		—	—		—		—		—		—	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(65)		—	—		—		(65)
Foreign currency translation adjustment	—		—	—		—	—		—		—		(1,242)		—	—		157		(1,085)


Accretion of tax equity financing fees	27		—	—		—	—		—		(27)		—		—	—		—		(27)

Contributions from NCI	—		—	—		—	—		—		—		—		—	—		924		924
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(2,491)		(2,491)

Net (loss) income	(14)		—	—		—	—		—		18,532		—		—	—		3,322		21,854
Balance, September 30, 2025	$	1,556	34,752,355	$	3	18,000,000	$	2	$	390,119	$	678,393	$	(1,067)	2,101,835	$	(11,788)	$	38,224	$	1,093,886

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2025 and 2024

(In thousands, except share amounts) (Unaudited)


	Redeemable Non-controlling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Non-controlling Interests		Total Stockholders’ Equity
			Shares	Amount		Shares	Amount								Shares	Amount
Balance, December 31, 2023	$	46,865	34,277,195	$	3	18,000,000	$	2	$	320,892	$	595,911	$	(3,045)	2,101,795	$	(11,788)	$	23,911	$	925,886
Exercise of stock options	—		70,089	—		—	—		909		—		—		—	—		—		909
Stock-based compensation expense	—		—	—		—	—		10,368		—		—		—	—		—		10,368
Employee stock purchase plan	—		32,841	—		—	—		990		—		—		—	—		—		990
Restricted stock units released	—		62,626	—		—	—		—		—		—		40	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(446)		—	—		—		(446)
Foreign currency translation adjustment	—		—	—		—	—		—		—		688			—		(36)		652

Distributions to RNCI	(418)		—	—		—	—		—		—		—		—	—		—		—
Accretion of tax equity financing fees	80		—	—		—	—		—		(80)		—		—	—		—		(80)

Contributions from NCI	—		—	—		—	—		3,040		—		—		—	—		30,749		33,789
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(1,367)		(1,367)
Purchase of shares from NCI	—		—	—		—	—		226		—		—		—	—		(23,986)		(23,760)
Net (loss) income	(3,766)		—	—		—	—		—		19,672		—		—	—		124		19,796
Balance, September 30, 2024	$	42,761	34,442,751	$	3	18,000,000	$	2	$	336,425	$	615,503	$	(2,803)	2,101,835	$	(11,788)	$	29,395	$	966,737

Balance, December 31, 2024	$	2,463	34,501,213	$	3	18,000,000	$	2	$	378,321	$	652,561	$	(5,874)	2,101,835	$	(11,788)	$	31,924	$	1,045,149

Exercise of stock options	—		89,178	—		—	—		662		—		—		—	—		—		662
Stock-based compensation expense	—		—	—		—	—		10,341		—		—		—	—		—		10,341
Employee stock purchase plan	—		60,762	—		—	—		795		—		—		—	—		—		795
Restricted stock units released	—		101,202	—		—	—		—		—		—		—	—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(695)		—	—		—		(695)
Foreign currency translation adjustment	—		—	—		—	—		—		—		5,502		—	—		92		5,594


Accretion of tax equity financing fees	82		—	—		—	—		—		(82)		—		—	—		—		(82)

Contributions from NCI	—		—	—		—	—		—		—		—		—	—		4,723		4,723
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(5,343)		(5,343)

Net (loss) income	(989)		—	—		—	—		—		25,914		—		—	—		6,828		32,742
Balance, September 30, 2025	$	1,556	34,752,355	$	3	18,000,000	$	2	$	390,119	$	678,393	$	(1,067)	2,101,835	$	(11,788)	$	38,224	$	1,093,886

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	31,753	$	16,030
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation of energy assets, net	72,925		57,352
Depreciation of property and equipment	1,695		3,699
Increase in contingent consideration	71		87
Accretion of ARO liabilities	324		243
Amortization of debt discount and debt issuance costs	4,421		3,764
Amortization of intangible assets	1,754		1,615
Provision for credit losses	189		1,292
(Gain) loss on disposal of assets	(1,299)		515

Non-cash project revenue related to in-kind leases	(6,384)		(2,971)
Earnings from unconsolidated entities	(677)		(724)
Net gain from derivatives	(2,154)		(267)

Stock-based compensation expense	10,341		10,368
Deferred income taxes, net	(7,808)		(3,914)

Unrealized foreign exchange gain	(3,079)		(898)
Changes in operating assets and liabilities:
Accounts receivable	18,543		(64,045)
Accounts receivable retainage	(7,155)		(9,753)
Federal ESPC receivable	(59,717)		(110,841)
Inventory, net	(1,229)		1,664
Unbilled revenue	(61,835)		126,694
Prepaid expenses and other current assets	(41,694)		15,112
Income taxes receivable, net	(1,156)		798
Project development costs	(3,268)		(4,456)
Other assets	(8,218)		(4,664)
Accounts payable, accrued expenses and other current liabilities	17,715		13,511
Deferred revenue	1,877		42,215
Other liabilities	6,600		6,796
Cash flows from operating activities	(37,465)		99,222
Cash flows from investing activities:
Purchases of property and equipment	(217)		(3,053)
Capital investments in energy assets	(283,370)		(341,794)
Capital investments in major maintenance of energy assets	(16,624)		(13,597)

Proceeds from sale of investment tax credits	70,788		—
Net proceeds from equity method investments	—		13,091
Contributions to equity method investments	(24,264)		(10,442)
Grant award received on energy asset	—		403
Acquisitions, net of cash received	(4,595)		—

Cash flows from investing activities	(258,282)		(355,392)




See notes to condensed consolidated financial statements.

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

	Nine Months Ended September 30,
	2025		2024
Cash flows from financing activities:
Payments on long-term corporate debt financings	$	(16,750)	$	(68,750)
Proceeds from long-term corporate debt financings	100,000		100,000
Payments on senior secured revolving credit facility, net	(25,000)		(33,400)
Proceeds from long-term energy asset debt financings	367,329		563,598
Payments on long-term energy asset debt and financing leases	(192,460)		(372,853)
Proceeds from termination of interest rate swaps	2,808		—
Payment on seller's promissory note	—		(41,941)
Payments of debt discount and debt issuance costs	(7,411)		(10,114)
Proceeds from Federal ESPC projects	82,034		129,399
Net (payments) proceeds from energy asset receivable financing arrangements	(415)		5,216
Proceeds from exercises of options and ESPP	1,457		1,899

Contributions from non-controlling interests	4,723		33,789
Distributions to non-controlling interest	(5,343)		(1,367)

Distributions to redeemable non-controlling interests, net	—		(418)

Cash flows from financing activities	310,972		305,058
Effect of exchange rate changes on cash	1,993		1,827
Net increase in cash, cash equivalents, and restricted cash	17,218		50,715
Cash, cash equivalents, and restricted cash, beginning of period	198,378		153,676
Cash, cash equivalents, and restricted cash, end of period	$	215,596	$	204,391

Supplemental disclosures of cash flow information:
Cash paid for interest	$	78,436	$	80,172
Cash paid for income taxes	$	4,161	$	1,946
Non-cash Federal ESPC settlement	$	138,714	$	143,936
Accrued purchases of energy assets	$	81,580	$	53,696

Non-cash financing for energy asset project acquisition	$	—	$	32,500

See notes to condensed consolidated financial statements.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of Ameresco, Inc. (including its subsidiaries, the “Company,” “Ameresco,” “we,” “our,” or “us”) are unaudited, according to certain rules and regulations of the Securities and Exchange Commission, and include, in our opinion, normal recurring adjustments necessary for a fair presentation in conformity with accounting principles generally accepted in the United States (“GAAP”) of the results for the periods indicated.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of results which may be expected for the full year. The December 31, 2024 condensed consolidated balance sheet data was derived from audited financial statements, but certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, included in our annual report on Form 10-K (“2024 Form 10-K”) filed with the Securities and Exchange Commission on February 28, 2025.

Reclassification and Rounding

Certain prior period amounts were reclassified to conform to the presentation in the current period. We round amounts in the condensed consolidated financial statements to thousands and calculate all percentages and per-share data from the underlying whole-dollar amounts. Thus, certain amounts may not foot, crossfoot, or recalculate based on reported numbers due to rounding.

Significant Risks and Uncertainties

Global factors have continued to result in global supply chain disruptions.

We have considered the impact of general global economic conditions on the assumptions and estimates used, which may change in response to this evolving situation. Results of future operations and liquidity could be adversely impacted by a number of factors including supply chain disruptions, varying levels of inflation, payments of outstanding receivable amounts beyond normal payment terms, workforce disruptions, and uncertain demand. As of the date of issuance of these condensed consolidated financial statements, we cannot reasonably estimate the extent to which macroeconomic conditions may impact our financial condition, liquidity, or results of operations in the foreseeable future. The ultimate impact of the general global economic conditions on our business is highly uncertain and will depend on future developments, and such impacts could exist for an extended period of time.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Our accounting policies are set forth in Note 2 to the consolidated financial statements contained in our 2024 Form 10-K. We have included certain updates to those policies below.

Accounts Receivable and Allowance for Credit Losses

Changes in the allowance for credit losses are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Allowance for credit losses, beginning of period	$	858	$	2,060	$	845	$	903
Charges to costs and expenses, net	180		81		189		1,292
Account write-offs and other	(16)		(77)		(12)		(131)
Allowance for credit losses, end of period	$	1,022	$	2,064	$	1,022	$	2,064

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of other receivables, deferred project costs, and other short-term prepaid expenditures that will be expensed within one year.

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Prepaid expenses and other current assets comprised of the following:


	September 30, 2025		December 31, 2024
Other receivables	$	35,419	$	16,336
Deferred project costs	140,124		117,573
Prepaid expenses	14,204		11,997
Prepaid expenses and other current assets	$	189,747	$	145,906

Other Assets

Other assets include $26,683 in deposits paid to Powin LLC, one of our battery energy storage system suppliers, who filed for Chapter 11 bankruptcy protection on June 10, 2025. See Note 10 Commitments and Contingencies for additional information.

Recent Accounting Pronouncements

Business Combinations— Joint Venture Formations

In August 2023, the FASB issued ASU 2023-05, Business Combinations— Joint Venture Formations (Subtopic 805-60) Recognition and Initial Measurement, which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. ASU 2023-05 is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. We adopted this new accounting standard effective January 1, 2025 and the adoption did not have a material impact on our condensed consolidated financial statements.

Income Taxes (Topic 740) - Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregated information related to income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact that adopting this new accounting standard would have on our annual condensed consolidated financial statements.

Codification Improvements—Amendments to Remove References to the Concepts Statements

In March 2024, the FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, to remove references to various FASB Concepts Statements based on suggestions received from stakeholders on the Accounting Standards Codification and other incremental improvements to GAAP. ASU 2024-02 is effective for fiscal years beginning after December 15, 2024. We adopted this accounting standard as of January 1, 2025 and the adoption did not have a material impact on our condensed consolidated financial statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to modify the effective date previously stated in ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact that adopting ASU 2024-03 would have on our condensed consolidated financial statements and will adhere to the clarified effective date in ASU 2025-01 if implementation is necessary.

Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) - Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity to enhance the ability to compare business combinations

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that do and do not involve variable interest entities by identifying the accounting acquirer. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026. We are currently evaluating the impact that adopting this new accounting standard would have on our annual condensed consolidated financial statements.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue

Our reportable segments for the three and nine months ended September 30, 2025 are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended September 30, 2025:


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	198,448	$	65,828	$	5,078	$	140,598	$	—	$	409,952
O&M revenue	12,397		15,583		1,959		831		—		30,770
Energy assets	23,647		7,763		30,633		494		—		62,537

Other	3,108		334		4		2,311		16,971		22,728
Total revenues	$	237,600	$	89,508	$	37,674	$	144,234	$	16,971	$	525,987

The following table presents our revenue disaggregated by line of business and reportable segment for the three months ended September 30, 2024:


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	258,977	$	66,162	$	10,295	$	49,943	$	—	$	385,377
O&M revenue	10,284		15,817		1,844		480		—		28,425
Energy assets	20,444		7,096		31,393		197		—		59,130

Other	1,906		38		5		1,993		23,999		27,941
Total revenues	$	291,611	$	89,113	$	43,537	$	52,613	$	23,999	$	500,873

The following table presents our revenue disaggregated by line of business and reportable segment for the nine months ended September 30, 2025:


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	521,688	$	109,325	$	17,124	$	371,364	$	—	$	1,019,501
O&M revenue	31,327		44,376		5,736		2,132		—		83,571
Energy assets	65,286		19,900		95,801		1,152		—		182,139

Other	8,744		798		7		8,127		48,213		65,889
Total revenues	$	627,045	$	174,399	$	118,668	$	382,775	$	48,213	$	1,351,100

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The following table presents our revenue disaggregated by line of business and reportable segment for the nine months ended September 30, 2024:


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	553,930	$	177,721	$	27,342	$	161,431	$	—	$	920,424
O&M revenue	25,728		45,723		6,357		2,122		—		79,930
Energy assets	53,944		12,749		88,421		557		29		155,700
Other	4,425		547		128		5,684		70,423		81,207
Total revenues	$	638,027	$	236,740	$	122,248	$	169,794	$	70,452	$	1,237,261

The following table presents information related to our revenue recognized over time:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Percentage of revenue recognized over time	96%	97%	96%	96%

The remainder of our revenue is for products and services transferred at a point in time, at which point revenue is recognized.

We attribute revenues to customers based on the location of the customer. The following table presents information related to our revenues by geographic area:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
United States	$	352,725	$	431,918	$	887,261	$	1,020,517
Canada	29,023		16,337		80,991		46,933
Europe	144,239		52,618		382,848		169,811
Total revenues	$	525,987	$	500,873	$	1,351,100	$	1,237,261

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Contract Balances

The following tables provide information about receivables, contract assets and contract liabilities from contracts with customers:


	September 30, 2025		December 31, 2024
Accounts receivable, net	$	253,793	$	256,961
Accounts receivable retainage, net	48,846		39,843
Contract Assets:
Unbilled revenue	$	691,316	$	644,105
Contract Liabilities:
Deferred revenue	$	87,297	$	91,734
Deferred revenue, non-current (1)	36,369		29,885
Total contract liabilities	$	123,666	$	121,619


	September 30, 2024		December 31, 2023
Accounts receivable, net	$	230,298	$	153,362
Accounts receivable retainage, net	43,466		33,826
Contract Assets:
Unbilled revenue	$	572,804	$	636,163
Contract Liabilities:
Deferred revenue	$	108,020	$	52,903
Deferred revenue, non-current (1)	20,808		18,393
Total contract liabilities	$	128,828	$	71,296

(1) Performance obligations that are expected to be completed beyond the next twelve months and are included in other liabilities in the condensed consolidated balance sheets.

The increase in contract assets for the nine months ended September 30, 2025 was primarily due to revenue recognized of $906,072, as well as reclassifications, primarily from contract liabilities as a result of the timing of customer payments, offset by billings of $886,843. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the nine months ended September 30, 2025, we recognized revenue of $350,986 and billed $328,495 to customers that had balances which were included in contract liabilities at December 31, 2024.

The decrease in contract assets for the nine months ended September 30, 2024 was primarily due to revenue recognized of $807,913 offset by billings of $921,597. Contract assets also increased due to reclassifications, primarily from contract liabilities as a result of timing of customer payments. The increase in contract liabilities was primarily driven by the receipt of advance payments from customers, and related billings, as well as reclassifications from contract assets as a result of timing of customer payments. The advance payments and reclassifications exceeded the recognition of revenue as performance obligations were satisfied. For the nine months ended September 30, 2024, we recognized revenue of $284,842 and billed $271,173 to customers that had balances which were included in contract liabilities at December 31, 2023.

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Performance Obligations

Our remaining performance obligations (“backlog”) represent the unrecognized revenue value of our contract commitments. At September 30, 2025, we had contracted backlog of $3,949,124 of which approximately 34% is anticipated to be recognized as revenue in the next twelve months. The remaining performance obligations primarily relate to the energy efficiency and renewable energy construction projects, including long-term operations and maintenance (“O&M”) services related to these projects. The long-term services have varying initial contract terms, up to 27 years.

Deferred Project Costs

Deferred project costs include costs incurred on active projects which will be reclassified either to contract assets or energy assets, as applicable, once a change order or other project resolution is finalized.

Project Development Costs

Project development costs of $5,733 and $4,546 were recognized in our condensed consolidated statements of income on projects that converted to customer contracts during the three months ended September 30, 2025 and 2024, respectively. Project development costs of $14,214 and $10,830 were recognized in the condensed consolidated statements of income on projects that converted to customer contracts during the nine months ended September 30, 2025 and 2024, respectively.

No impairment charges in connection with our project development costs were recorded during the three or nine months ended September 30, 2025 and 2024.

4. BUSINESS ACQUISITIONS AND RELATED TRANSACTIONS

We account for acquisitions using the acquisition method in accordance with ASC 805, Business Combinations. The purchase price for each acquisition is allocated to the assets based on their estimated fair values at the date of acquisition. The excess purchase price over the estimated fair value of the net assets acquired, which is calculated using level 3 inputs per the fair value hierarchy as defined in Note 11, is recorded as goodwill. Intangible assets, if identified, are also recorded. See Note 5 for additional information.

ASA Controls, Inc.

On January 24, 2025, we entered into an asset purchase agreement to acquire ASA Controls, Inc., an Ohio-based energy services company that specializes as a regional controls contractor and systems integrator within the smart buildings sector. As of September 30, 2025, we paid $4,595 in cash. There is no contingent consideration related to this acquisition. We recorded goodwill and intangible assets in connection with this acquisition. See Note 5. The historical and pro-forma effects of this acquisition on our operations, contribution to revenue, and net income for the three and nine months ended September 30, 2025 were not material.

5. GOODWILL AND INTANGIBLE ASSETS, NET

The changes in the carrying value of goodwill balances by reportable segment were as follows:


	North America Regions		U.S. Federal		Europe		Other		Total
Carrying Value of Goodwill
Balance, December 31, 2024	$	38,949	$	3,981	$	12,539	$	10,836	$	66,305
Goodwill acquired during the period	1,565		—		—		—		1,565

Currency effects	100				1,275				1,375
Balance, September 30, 2025	$	40,614	$	3,981	$	13,814	$	10,836	$	69,245

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Definite-lived intangible assets, net consisted of the following:


	As of September 30, 2025		As of December 31, 2024
Gross carrying amount	$	35,819	33,960
Less - accumulated amortization	(27,710)		(25,146)
Intangible assets, net	$	8,109	$	8,814

The table below sets forth amortization expense:


		Three Months Ended September 30,				Nine Months Ended September 30,
Asset type	Location	2025		2024		2025		2024
Customer contracts	Cost of revenues	$	53	$	—	$	53	$	—
Intangible assets, net	Selling, general and administrative expenses	$	581	$	539	$	1,701	$	1,615
Total amortization expense		$	634	$	539	$	1,754	$	1,615

6. ENERGY ASSETS, NET

Energy assets, net consisted of the following:


	September 30, 2025		December 31, 2024
Energy assets (1)	$	2,615,515	$	2,338,680
Less - accumulated depreciation and amortization	(498,055)		(423,369)
Energy assets, net	$	2,117,460	$	1,915,311

(1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Excludes energy assets held for sale. See section below and Note 19 for additional information.

Depreciation and Amortization Expense

The following table sets forth our depreciation and amortization expense on energy assets, net of deferred grant and ITC amortization:


	Three Months Ended September 30,				Nine Months Ended September 30,
Location	2025		2024		2025		2024
Cost of revenues (2)	$	26,086	$	21,667	$	72,925	$	57,352

(2) Includes depreciation and amortization on financing lease assets (see Note 7).

Capitalized Interest

The following table presents the interest costs relating to construction financing during the period of construction, which were capitalized as part of energy assets, net:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Capitalized interest	$	10,943	$	12,001	$	28,895	$	42,451

The following tables set forth information related to our ARO assets and ARO liabilities:


	Location	September 30, 2025		December 31, 2024
ARO assets, net	Energy assets, net	$	4,988	$	4,414


ARO liabilities, non-current	Other liabilities	$	7,221	$	6,136

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation expense of ARO assets	$	72	$	65	$	178	$	175
Accretion expense of ARO liabilities	$	108	$	89	$	324	$	243

7. LEASES

The table below sets forth supplemental condensed consolidated balance sheet information related to our leases:


	September 30, 2025			December 31, 2024
Operating Leases:
Right-of-use (“ROU”) assets	$	76,371		$	80,149

Current portions of operating lease liabilities	$	8,062		$	10,536
Long-term portions of operating lease liabilities	56,032			59,479
Total operating lease liabilities	$	64,094		$	70,015
Weighted-average remaining lease term	18 years			19 years
Weighted-average discount rate	6.6		%	6.6		%

Financing Leases:
Energy assets	$	23,581		$	25,158

Current portions of financing lease liabilities	$	810		$	637
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	11,845			12,267
Total financing lease liabilities	$	12,655		$	12,904
Weighted-average remaining lease term	11 years			12 years
Weighted-average discount rate	12.0		%	12.0		%

The costs related to our leases were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating Leases:
Operating lease costs	$	3,046	$	3,358	$	9,558	$	9,590

Financing Leases:
Amortization expense	525		526		1,577		1,578
Interest on lease liabilities	448		495		1,225		1,276

Total lease costs	$	4,019	$	4,379	$	12,360	$	12,444

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Supplemental cash flow information related to our leases was as follows:


	Nine Months Ended September 30,
	2025		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	11,579	$	13,530
ROU assets obtained in exchange for new operating lease liabilities (1)	$	2,973	$	24,810

(1) Includes non-monetary lease transactions of $0 and $10,378 in 2025 and 2024, respectively. See disclosure below for additional information.

The table below sets forth our future lease obligations under our leases:


	Operating Leases		Financing Leases
Year ended December 31,
2025	$	2,990	$	919
2026	11,304		2,054
2027	9,920		1,922
2028	8,067		1,955
2029	5,700		1,892
Thereafter	70,459		14,044
Total lease payments	108,440		22,786
Less: interest	44,346		10,131
Present value of lease liabilities	$	64,094	$	12,655

We have a future lease commitment for a project lease with the United States Navy (“Navy”) which has not yet met the criteria for recording a right-of-use (“ROU”) asset or lease liability. The estimated net present value of this commitment totals $40,335 as of September 30, 2025. We will provide IKCPs over a thirty-six-year period, which the Navy will credit as consideration towards our lease obligation upon the Navy’s final acceptance of the IKCPs. Once the lease commences, the ROU asset and lease liability will be recorded, which we estimate to be in late 2025 or early 2026.

We have a future lease commitment for a new office and warehouse in Mesa, AZ. The estimated net present value of this commitment totals $1,136 as of September 30, 2025. This new lease agreement was executed September 23, 2025 and the lease will commence March 1, 2026 and will continue for 65 months.

Non-monetary Lease Transactions

We have six lease liabilities consisting of obligations that will be settled with non-monetary consideration. The lease liabilities relating to non-monetary consideration are based on the fair market value of the project services or back up power expected to be provided, which approximate the cash payments.

Financing Leases

Net gains from amortization expense recognized in cost of revenues relating to deferred gains and losses in connection with our sale-leaseback agreements were $57 and $172 for the three and nine months ended September 30, 2025 and 2024, respectively.

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8. DEBT AND FINANCING LEASE LIABILITIES

Our debt and financing lease liabilities are comprised of the following:


	September 30, 2025		December 31, 2024
Senior secured corporate revolving credit facility (1)	$	110,000	$	135,000
Senior secured corporate term loans	96,250		13,000
Second lien corporate term loan	100,000		100,000
Energy asset construction facilities (2)	596,586		339,209
Energy asset operating facilities (2)	613,327		674,704
Other financing facilities (3)	402,192		399,370
Financing lease liabilities (4)	12,655		12,904

Total debt and financing lease liabilities	1,931,010		1,674,187
Less: current maturities	167,083		149,363
Less: unamortized discount and debt issuance costs	47,238		40,924
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	1,716,689	$	1,483,900

(1) At September 30, 2025, funds of $26,629 were available for borrowing under this facility.
(2) Most of these agreements are now using the Secured Overnight Financing Rate (“SOFR”) as the primary reference rate used to calculate interest.
(3) These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities. See Note 7 for additional disclosures.
(4) Financing lease liabilities are sale-leaseback arrangements under previous guidance.

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. As of September 30, 2025, the interest rates were 7.06% and 7.71% per annum for the term loan and revolving credit facility, respectively. At closing we paid $2,345 in lenders fees and debt issuance costs. Proceeds from this agreement in the amount of $180,000 and $13,000 were used to pay the balance of our revolving credit facility and the outstanding portion of the senior secured term loan, respectively, at closing.

The Restated Credit Agreement replaced and extended Ameresco's existing 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 $225,000 revolving credit facility, maturing on December 28, 2028, and

•a $100,000 term loan, maturing on December 28, 2028

The revolver may be increased by up to an additional $100,000 at Ameresco's option if lenders are willing to provide such increased commitments, subject to certain conditions.

Additional terms of the Restated Credit Agreement are as follows:

•the term loan requires quarterly principal payments of $1,250 starting March 31, 2025, with the balance due at maturity

•the revolving credit facility requires payment at maturity

•a debt service coverage ratio (as defined in the agreement) of at least 1.5 to 1.0

•a total funded debt to EBITDA of less than 3.5 to 1.0

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April 2025 Senior Secured Notes, 6.72%, due September 30, 2045 and Term Shelf Note

On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of $78,000 to finance a battery energy storage asset in development, with a maturity date of September 30, 2045, and a fixed interest rate of 6.72% per annum. Gross proceeds from the initial issuance on April 30, 2025 were $67,708 with the remaining $10,291 issued on June 27, 2025. At closing, we incurred $3,126 in lenders fees and debt issuance costs. In connection with this note, we recorded one derivative instrument for make-whole provisions with an initial value of $3,040 which was recorded as debt discount. The agreement also includes a 20-year term $300,000 private shelf facility, as well as the ability to issue series B notes with a maturity date of September 30, 2045 on or before December 31, 2025. As part of this transaction, we signed a tax credit transfer agreement for the investment tax credits associated with the BESS asset. Upon the asset achieving commercial operations, we will receive proceeds from the ITC transfer and a $30,000 prepayment on the note purchase agreement will be required.

May 2025, Term Loan, 6.62%, due December 31, 2037

On May 27, 2025, we entered into a term loan agreement which provided a term loan in a principal amount of $12,221 with a maturity date of December 31, 2037. The term loan bears a fixed interest rate of 6.62%. Interest is payable quarterly. At closing, we incurred $402 in lenders fees and debt issuance costs. Proceeds from this term loan in the amount of $8,273 were used to pay a portion of the October 2012 term loan. In connection with this term loan we recorded one derivative instrument for a make-whole provision with an initial value of $347 which was recorded as debt discount.

See Note 12 for additional information about the derivative instruments.

October 2012, Term Loan, 6.87%, due June 30, 2025

On May 27, 2025, we paid off the term loan with a balance of $31,086, partially with $8,273 from the May 2025 term loan proceeds and the remainder with working capital cash. With this debt termination, we also terminated four interest rate swap contracts that were not previously designated as hedged instruments.

October 2022, Financing Facility, 8.75%, due September 26, 2040

On May 27, 2025 we entered into an omnibus amendment as part of a tax credit transfer agreement for investment tax credits. The amendment required a $7,000 principal payment, which was made during the nine months ended September 30, 2025.

On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. This amendment included advances of $25,500 related to an expansion project and $15,653 related to a true-up payment in connection to the removal of an IRR residual income requirement. Prior to this amendment, the loan bore interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% internal rate of return (“IRR”) on funds borrowed under the facility, or the facility discharge date. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040.

At September 30, 2025, $348,182 was outstanding under this facility, net of unamortized debt discount and issuance costs.

August 2023, Construction Credit Facility, 8.31%, due December 15, 2027

During the nine months ended September 30, 2025, we drew an additional $171,448, paid down $75,272, and at September 30, 2025, $408,483 was outstanding under this facility, net of unamortized debt discount and issuance costs. The Powin bankruptcy triggered a default under this facility, requiring us to move the project associated with the battery payment deposits we made to Powin out of this facility. There were other administrative errors which resulted in defaults under this facility. We received the appropriate waivers for these defaults. In addition, we received a waiver to temporarily increase our maximum commitment of $400,000 to $415,000 until November 30, 2025.

June 2020, Construction Credit Facility, 5.92%, due March 31, 2026

During the nine months ended September 30, 2025, we entered into an amendment to extend this revolver, and the current maturity date is March 31, 2026.

As of September 30, 2025, $19,505 was outstanding under this facility and $80,495 was available for borrowing.

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(In thousands) (Unaudited) (Continued)

October 2025 Senior Secured First Lien Term Notes, 5.71%, due December 31, 2043, Second Lien Term Notes, 7.40%, due September 30, 2040 and Term Shelf Note

On October 31, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes and second lien notes of $34,356 and $15,129, with maturity dates of December 31, 2043 and September 30, 2040, and fixed interest rates of 5.71% and 7.40% per annum, respectively. At closing, we incurred $763 in lenders fees and debt issuance costs. The agreement also includes a 20-year term $80,000 private shelf facility.

Other Financing Facilities

These facilities are accounted for as failed sale-leasebacks and are classified as long-term financing facilities.

August 2018 Master Sale-leaseback

We enter into amendments to our August 2018 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. During the nine months ended September 30, 2025, we entered into an amended and restated participation agreement which extended the participation date from September 30, 2025 to March 31, 2026. During the nine months ended September 30, 2025, we were in default of certain lien provisions of this agreement. On June 30, 2025, we received a waiver of this default which is valid until December 31, 2025.

We sold and leased back eight energy assets for $28,554 in cash proceeds under this facility during the nine months ended September 30, 2025.

December 2020 Master Sale-leaseback

We enter into amendments to our December 2020 master lease and participation agreement from time to time, which may extend the maturity date, increase the availability, or modify other covenants. As of September 30, 2025, we were in default under this agreement as we had failed to satisfy the historical coverage ratio under this agreement and on October 31, 2025 we received a waiver of this default.

9. INCOME TAXES

We recorded an income tax benefit of $3,678 and $3,324 for the three months ended September 30, 2025 and 2024, respectively. We recorded an income tax benefit of $5,390 and $3,324 for the nine months ended September 30, 2025 and 2024, respectively.

The effective tax rate benefit was 20.3% for the three months ended September 30, 2025, compared to the effective tax rate benefit of 24.3% for the three months ended September 30, 2024. The effective tax rate benefit was 20.4% for the nine months ended September 30, 2025, compared to effective tax rate of 26.2% for the nine months ended September 30, 2024. The principal reasons for the higher effective rate for the three months and nine months ended September 30, 2025 is due to the effects of lower Section 179D Energy Efficient Building deductions and effects of foreign earnings, offset by higher investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025.

10. COMMITMENTS AND CONTINGENCIES

From time to time, we issue letters of credit and performance bonds with our third-party lenders, to provide collateral.

Legal Proceedings

We are involved in a variety of other claims and other legal proceedings generally incidental to our normal business activities. When we conclude that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, it is accrued through a charge to earnings and, if material, disclosed below. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. While the ultimate amount of liability incurred in any of these matters is dependent on future developments, in our opinion, the recorded liability is adequate to cover the future payment of such liability and claims. However, the final outcome of any of these claims and legal proceedings cannot be predicted with certainty, and unfavorable or unexpected outcomes could result in additional accruals that could be significant to results of operations in a particular year or quarter. Any adjustments to the recorded liability will be reflected in earnings in the periods in which such adjustments become known. For any other claims where a loss may be reasonably possible, but not probable, or is probable but not reasonably estimable, no accrual is established, but the matter, if potentially material, is disclosed below. We routinely review relevant information with respect to our matters and update our accruals, disclosures and

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(In thousands) (Unaudited) (Continued)

estimates of reasonably possible loss based on such reviews. While the outcome of any of these matters cannot be accurately predicted, we do not believe the ultimate resolution of any of these existing matters would have a material adverse effect on our financial condition or results of operations.

In October 2021, we entered into a contract with SCE to design and build three grid scale battery energy storage system (“BESS”) at three sites near existing substation parcels throughout SCE’s service territory in California with an aggregate capacity of 537.5 megawatt (“MW”) (“the SCE Agreement”). 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”) and made related force majeure claims. In late 2022, SCE also instructed us to adjust the completion of the sites into 2023. Under the SCE Agreement, a failure to reach the Guaranteed Completion Date could, under certain circumstances, result in liquidated damages up to a maximum amount of $89 million being applied. 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 a set-off of liquidated damages for these two projects. The agreement confirmed that the final resolution related to our obligation to pay the liquidated damages withheld and the applicability and scope of any force majeure relief as well as any cost recovery we may be entitled to remain subject to dispute. We are continuing discussions with SCE on these matters, and our view continues to be that liquidated damages should not be applied. It is at least reasonably possible we may incur an obligation to pay liquidated damages up to the maximum amount.

Commitments as a Result of Acquisitions

In December 2021, we completed our acquisition of Plug Smart which provided for an earn-out based on future EBITDA targets beginning with EBITDA performance for the month of December 2021 and each fiscal year thereafter, over a five-year period through December 31, 2026. The maximum cumulative earn-out is $5,000 and we evaluated financial forecasts of the acquired business and concluded that the fair value of this earn-out after deducting payment previously made was approximately $1,614 at December 31, 2024. As of September 30, 2025, the EBITDA targets and maximum cumulative earn-out were achieved, and the fair value of the remaining contingent consideration increased by $71 to $1,685. A final payment of $1,685 was made as of September 30, 2025. See Note 11 for additional information.

Powin LLC

On June 10, 2025, Powin LLC (“Powin”), one of our BESS suppliers, voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court. As of the date of this report, Ameresco paid Powin $26,683 in deposits for transactions that never materialized and are recorded within other assets in the accompanying condensed consolidated balance sheets. We are actively monitoring the proceedings, and the range of loss is between $0 and $26,683. Since it is early in the bankruptcy proceedings a loss cannot be reasonably estimated, therefore, no loss has been accrued at this time.

11. FAIR VALUE MEASUREMENT

We recognize our financial assets and liabilities at fair value on a recurring basis. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Three levels of inputs that may be used to measure fair value are as follows:

Level 1: Inputs are based on unadjusted quoted prices for identical instruments traded in active markets.

Level 2: Inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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(In thousands) (Unaudited) (Continued)

The following table presents the input level used to determine the fair values of our financial instruments measured at fair value on a recurring basis:


		Fair Value as of
	Level	September 30, 2025		December 31, 2024
Assets:
Interest rate swap instruments	2	$	669	$	5,096


Liabilities:
Interest rate swap instruments	2	$	333	$	—

Make-whole provisions	2	15,747		15,574
Contingent consideration	3	—		1,614
Total liabilities		$	16,080	$	17,188

The following table sets forth a summary of changes in the fair value of contingent consideration liability classified as level 3:


	Fair Value as of
	September 30, 2025		December 31, 2024
Contingent consideration liability balance at the beginning of period	$	1,614	$	1,465

Changes in fair value included in earnings	71		149
Payment of contingent consideration	(1,685)		—

Contingent consideration liability balance at the end of period	$	—	$	1,614

The following table sets forth the fair value and the carrying value of our long-term debt, excluding financing leases:


	As of September 30, 2025				As of December 31, 2024
	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt (Level 2)	$	1,855,148	$	1,871,117	$	1,618,208	$	1,620,359

The fair value of our long-term debt was estimated using discounted cash flows analysis, based on our current incremental borrowing rates for similar types of borrowing arrangements which are considered to be level two inputs. There have been no transfers in or out of level two or three financial instruments for the nine months ended September 30, 2025 and the year ended December 31, 2024.

We are also required to periodically measure certain other assets at fair value on a nonrecurring basis, including long-lived assets, goodwill and other intangible assets. We calculated the fair value used in our annual goodwill impairment analysis utilizing a discounted cash flow analysis and determined that the inputs used were level 3 inputs. There were no assets recorded at fair value on a non-recurring basis as of September 30, 2025 or December 31, 2024.

12. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The following table presents information about the fair value amounts of our cash flow derivative instruments:


		Derivatives as of
		September 30, 2025		December 31, 2024
	Balance Sheet Location	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	669	$	1,556

Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	—	$	3,540
Interest rate swap contracts	Other liabilities	$	333	$	—


Make-whole provisions	Other liabilities	$	15,747	$	15,574

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(In thousands) (Unaudited) (Continued)

During the nine months ended September 30, 2025, in connection with the payment in full of the October 2012 Term Loan, we terminated the related interest rate swap contracts that were not designated as hedging instruments and received $2,808 in proceeds upon settlement. We also added 2 embedded derivatives for make-whole provisions with an initial fair value totaling $3,387 during the nine months ended September 30, 2025. See Note 8 for additional information about the financings.

The following table presents information about the effects of our derivative instruments on our condensed consolidated statements of income and condensed consolidated statements of comprehensive income:


		Amount of (Gain) Loss Recognized in Net Income
	Location of (Gain) Loss Recognized in Net Income	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(91)	$	(259)	$	(295)	$	(806)
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	55	$	2,109	$	1,065	$	778

Make-whole provisions	Other expenses, net	$	758	$	1,592	$	(3,219)	$	(1,045)

The following table presents the changes in Accumulated Other Comprehensive Income (“AOCI”), net of taxes, from our hedging instruments:


	Nine Months Ended September 30, 2025
Derivatives Designated as Hedging Instruments:
Accumulated gain in AOCI at the beginning of the period	$	1,140

Unrealized loss recognized in AOCI	(400)
Gain reclassified from AOCI to other expenses, net	(295)
Loss on derivatives	(695)
Accumulated gain in AOCI at the end of the period	$	445

The following tables present all of our active derivative instruments as of September 30, 2025:

Active Interest Rate Swaps

Expiration Date

Initial Notional
Amount ($)

Status

11-Year, 5.77% Fixed

October 2029

9,200

Designated

15-Year, 5.24% Fixed

June 2033

10,000

Designated

10-Year, 4.74% Fixed

December 2027

14,100

Designated

17.75-Year, 3.16% Fixed

December 2040

14,084

Designated

18-Year, 3.81% Fixed

July 2041

32,021

Not Designated

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(In thousands) (Unaudited) (Continued)

Other Derivatives

Classification

Effective Date

Expiration Date

Fair Value ($)

Make-whole provisions

Liability

June/August 2018

December 2038

107

Make-whole provisions

Liability

August 2016

April 2031

Make-whole provisions

Liability

April 2017

February 2034

Make-whole provisions

Liability

November 2020

December 2027

Make-whole provisions

Liability

October 2011

May 2028

Make-whole provisions

Liability

May 2021

April 2045

Make-whole provisions

Liability

March 2023

December 2047

1,529

Make-whole provisions

Liability

June 2022

March 2042

689

Make-whole provisions

Liability

July 2021

March 2046

1,898

Make-whole provisions

Liability

April 2024

June 2042

7,994

Make-whole provisions

Liability

April 2024

June 2042

1,082

Make-whole provisions

Liability

April 2025

September 2045

2,147

Make-whole provisions

Liability

May 2025

December 2037

225

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(In thousands) (Unaudited) (Continued)

13. VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

Variable Interest Entities

The table below presents a summary of amounts related to our consolidated investment funds and joint ventures, which we determined meet the definition of a variable interest entity (“VIE”), as of:


	September 30, 2025 (1)						December 31, 2024 (1)
	Investment Funds		Other VIEs		Total VIEs		Investment Funds		Other VIEs		Total VIEs
Cash and cash equivalents	$	32	$	12,848	$	12,880	$	89	$	8,691	$	8,780
Restricted cash	—		17,028		17,028		—		—		—
Accounts receivable, net	471		25,268		25,739		—		14,607		14,607
Unbilled revenue	—		103,025		103,025		230		4,040		4,270
Prepaid expenses and other current assets	—		6,781		6,781		30		7,088		7,118
Income taxes receivable	—		2,729		2,729		—		672		672

Total VIE current assets	503		167,679		168,182		349		35,098		35,447

Energy assets, net	22,390		90,215		112,605		23,538		98,876		122,414
Deferred income tax assets, net	—		2,349		2,349		—		—		—
Intangible assets, net	—		—		—		—		20		20
Right-of-use assets, net	461		—		461		471		—		471
Restricted cash, non-current portion	—		1,747		1,747		—		—		—
Other assets	—		105		105		—		196		196
Total VIE assets	$	23,354	$	262,095	$	285,449	$	24,358	$	134,190	$	158,548
Current portions of long-term debt and financing lease liabilities	$	—	$	32,143	$	32,143	$	—	$	—	$	—
Accounts payable	68		86,070		86,138		27		5,140		5,167
Accrued expenses and other current liabilities	20		8,356		8,376		25		577		602
Current portions of operating lease liabilities	13		—		13		13		—		13
Deferred revenue	—		18,564		18,564		—		10,063		10,063
Income taxes payable	—		369		369		—		526		526
Total VIE current liabilities	101		145,502		145,603		65		16,306		16,371

Long-term operating lease liabilities, net of current portion	479		—		479		500		—		500

Total VIE liabilities	$	580	$	145,502	$	146,082	$	565	$	16,306	$	16,871

(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets.

See Note 14 for additional information on the call and put options related to our investment funds.

Non-controlling Interests

Non-controlling interests represents the equity owned by the other joint venture members of consolidated joint ventures. On February 9, 2024, we entered into an agreement to sell a 40% interest in an energy asset, thus forming a joint venture, and we received $28,864 in cash. We also received additional contributions totaling $6,543 during the year ended December 31, 2024 and $4,723 during the nine months ended September 30, 2025.

Equity and Cost Method Investments

Unconsolidated joint ventures are accounted for under the equity method. For these unconsolidated joint ventures, our investment balances are included in other assets on the condensed consolidated balance sheets, and our pro rata share of net income or loss is included in earnings from unconsolidated entities on the condensed consolidated statements of income.

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(In thousands) (Unaudited) (Continued)

The following table provides information about our equity and cost method investments in joint ventures:


	As of
	September 30, 2025		December 31, 2024
Equity and cost method investments	$	42,261	$	16,987

14. REDEEMABLE NON-CONTROLLING INTERESTS

Our subsidiaries with membership interests in the investment funds we formed have the right to elect to require the non-controlling interest holder to sell all of its membership units to our subsidiaries, a call option. Our investment fund also includes rights for the non-controlling interest holder to elect to require our subsidiaries to purchase all of the non-controlling membership interests in the fund, a put option.

We had one investment fund remaining as of September 30, 2025 and December 31, 2024.

We initially record our redeemable non-controlling interests at fair value on the date of acquisition and subsequently adjust to redemption value. At both September 30, 2025 and December 31, 2024, the remaining redeemable non-controlling interest was reported at its carrying values, as the carrying value at each reporting period was greater than the estimated redemption value.

15. EARNINGS PER SHARE

Earnings Per Share

The following is a reconciliation of the numerator and denominator for the computation of basic and diluted loss per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2025		2024			2025		2024
Numerator:
Net income attributable to common shareholders	$	18,532	$	17,599		$	25,914	$	19,672
Adjustment for accretion of tax equity financing fees	(27)		(26)			(82)		(80)
Income attributable to common shareholders	$	18,505	$	17,573		$	25,832	$	19,592
Denominator:
Basic weighted-average shares outstanding	52,716		52,413			52,633		52,352
Effect of dilutive securities: (1)
Stock options	654		830			462		746
Diluted weighted-average shares outstanding	53,370		53,243			53,095		53,098
Net Income per share attributable to common shareholders:
Basic	$	0.35	$	0.34		$	0.49	$	0.37
Diluted	$	0.35	$	0.33		$	0.49	$	0.37

Potentially dilutive shares (1)	2,789		2,204			2,718		2,084

(1) Dilutive securities and potentially dilutive shares attributable to stock options were excluded from the computation of diluted earnings per share as the effect would have been anti-dilutive.

16. 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 three and nine months ended September 30, 2025, and

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(In thousands) (Unaudited) (Continued)

employee stock purchase plan, as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock-based compensation expense	$	3,746	$	3,664	$	10,341	$	10,368

Our stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of income. As of September 30, 2025, there was $23,944 of unrecognized compensation expense related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.5 years. This includes $3,864 of unrecognized compensation expense related to PSOs based on our current assessment of probability. There is an additional $7,849 of unrecognized compensation expense if the PSOs were to achieve 100% probability.

Stock Option and Restricted Stock Units (“RSUs”) Grants

During the nine months ended September 30, 2025, we granted 1,416 common stock options to certain employees under our 2020 Stock Incentive Plan (“2020 Plan”), which have a contractual life of ten years and vest over a three or five-year period. We also granted awards of 137 RSUs to certain employees and directors under our 2020 Plan. RSUs for directors cliff vest after one year and RSUs for employees vest 25% every six months for two years. We did not grant awards to individuals who were not either an employee or director of ours during the nine months ended September 30, 2025 and 2024.

17. BUSINESS SEGMENT INFORMATION

Our reportable segments are North America Regions, U.S. Federal, Europe, Renewable Fuels, and All Other.

Our North America Regions, U.S. Federal, and Europe segments offer energy efficiency products and services which include the design, engineering, and installation of equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure, renewable energy solutions, and services which include the construction of small-scale plants that Ameresco owns or develops for customers that produce electricity, gas, heat, or cooling from renewable sources of energy and O&M services.

Our Renewable Fuels segment sells electricity, processed renewable gas fuel, heat or cooling, produced from renewable sources of energy, other than solar, and generated by small-scale plants that we own and O&M services for customer owned small-scale plants. Our North America Regions segment also includes certain small-scale solar grid-tie plants developed for customers.

The “All Other” category offers consulting services and the sale of solar PV energy products and systems which we refer to as integrated-PV.

These segments do not include results of other activities, such as corporate operating expenses not specifically allocated to the segments. Certain reportable segments are an aggregation of operating segments.

Our Chief Executive Officer and President is our chief operating decision maker (“CODM”). The CODM is responsible for making operating decisions, allocating resources, and assessing performance of the business segments. The CODM uses the segments’ income before income taxes as the profitability measure in making these decisions.

The tables below present our business segment information recast for the prior-year period and a reconciliation to the condensed consolidated financial statements.

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(In thousands) (Unaudited) (Continued)


Three Months Ended September 30, 2025
	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Corporate		Total
Revenues	$	237,600	$	89,508	$	37,674	$	144,234	$	16,971			$	525,987
Cost of revenues	195,172		73,649		28,252		133,053		11,532				441,658
Gross profit	42,428		15,859		9,422		11,181		5,439				84,329
Add:
Earnings from unconsolidated entities	37		1,127		—		229		—		—		1,393
Less:
Selling, general and administrative expenses	12,749		3,057		605		5,539		3,751		17,671		43,372
Loss on derivatives	740		55		18		—		—		—		813
Interest expense and interest income, net	3,780		840		7,882		866		—		7,117		20,485
Other expense	372		177		82		1,462		1		796		2,890
Income (loss) before income taxes	$	24,824	$	12,857	$	835	$	3,543	$	1,687	$	(25,584)	$	18,162
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)	10,769		4,981		10,446		628		31		380		27,235
Amortization of debt discount & debt issuance costs (1)	582		176		82		89		—		643		1,572

(1) These amounts disclosed by reportable segment are included within the other segment expense captions.


Three Months Ended September, 2024
	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Corporate		Total
Revenues	$	291,611	$	89,113	$	43,537	$	52,613	$	23,999			$	500,873
Cost of revenues	251,324		72,872		33,430		50,103		16,005				423,734
Gross profit	40,287		16,241		10,107		2,510		7,994				77,139
Add:
Earnings from unconsolidated entities	25		134		—		—		—		—		159
Less:
Selling, general and administrative expenses	12,087		3,085		788		4,243		5,404		16,532		42,139
Loss on derivatives	1,592		1,342		767		—		—		—		3,701
Interest expense and interest income, net	3,577		2,017		6,203		1,371		(1)		5,249		18,416
Other expense	394		388		113		181		11		(1,735)		(648)
Income (loss) before income taxes	$	22,662	$	9,543	$	2,236	$	(3,285)	$	2,580	$	(20,046)	$	13,690
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)	9,552		4,751		7,494		503		689		464		23,453
Amortization of debt discount & debt issuance costs (1)	552		390		113		—		—		387		1,442

(1) These amounts disclosed by reportable segment are included within the other segment expense captions.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)


Nine Months Ended September 30, 2025
	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Corporate		Total
Revenues	$	627,045	$	174,399	$	118,668	$	382,775	$	48,213			$	1,351,100
Cost of revenues	526,270		140,788		93,409		348,769		32,258				1,141,494
Gross profit	100,775		33,611		25,259		34,006		15,955				209,606
Add:
Earnings from unconsolidated entities	92		1,127		—		585		—		—		1,804
Less:
Selling, general and administrative expenses	39,959		9,496		2,728		15,760		10,729		48,921		127,593
(Gain) loss on derivatives	(3,097)		788		155		—		—		—		(2,154)
Interest expense, net of interest income	11,084		2,486		24,035		1,758		—		19,465		58,828
Other (income) expense	(1,148)		532		343		3,113		2		(2,062)		780
Income (loss) before income taxes	$	54,069	$	21,436	$	(2,002)	$	13,960	$	5,224	$	(66,324)	$	26,363
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)	31,810		14,745		26,719		1,738		94		1,268		76,374
Amortization of debt discount & debt issuance costs (1)	1,747		532		343		89		—		1,710		4,421

(1) These amounts disclosed by reportable segment are included within the other segment expense captions.


Nine Months Ended September, 2024
	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Corporate		Total
Revenues	$	638,027	$	236,740	$	122,248	$	169,794	$	70,452			$	1,237,261
Cost of revenues	554,840		196,671		93,813		155,893		46,743				1,047,960
Gross profit	83,187		40,069		28,435		13,901		23,709				189,301
Add:
Earnings from unconsolidated entities	38		686		—		—		—		—		724
Less:
Selling, general and administrative expenses	37,676		9,294		1,742		12,170		15,750		49,288		125,920
(Gain) loss on derivatives	(1,045)		316		462		—		—		—		(267)
Interest expense, net of interest income	7,788		4,207		17,634		3,146		—		14,685		47,460
Other expense	1,708		654		339		629		28		848		4,206
Income (loss) before income taxes	$	37,098	$	26,284	$	8,258	$	(2,044)	$	7,931	$	(64,821)	$	12,706
Other Non-cash Segment Disclosures:
Depreciation and intangible asset amortization (1)	26,422		9,626		21,709		1,513		2,001		1,395		62,666
Amortization of debt discount & debt issuance costs (1)	1,456		654		340		—		—		1,314		3,764

(1) These amounts disclosed by reportable segment are included within the other segment expense captions.

See Note 3 for additional information about our revenues by product line.

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AMERESCO, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) (Unaudited) (Continued)

18. OTHER EXPENSES, NET

The following table presents the components of other expenses, net:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Loss (gain) on derivatives	$	813	$	3,701	$	(2,154)	$	(267)
Amortization of debt discount and debt issuance costs	1,572		1,442		4,421		3,764
Foreign currency transaction (gain) loss	273		(2,219)		(4,158)		(541)
Other expense	1,045		129		517		983

Other expenses, net	$	3,703	$	3,053	$	(1,374)	$	3,939

19. ASSETS HELD FOR SALE

As of September 30, 2025, we determined that there were two energy asset projects under construction that were considered to be assets held for sale, since these assets were being marketed for sale and all the criteria to be classified as held for sale under ASC 360, Property, Plant and Equipment—Impairment or Disposal of Long-Lived Assets, had been met. Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell. The carrying value of these assets was $401, with no liabilities directly associated with assets classified as held for sale as of September 30, 2025. As of December 31, 2024 there were three energy assets held for sale with a carrying value of $8,372 with liabilities directly associated of $771.

Assets held for sale are measured at the lower of their carrying value or the fair value less cost to sell.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2024 included in our Annual Report on Form 10-K (“2024 Form 10-K”) for the year ended December 31, 2024 filed on February 28, 2025 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”). Forward looking statements include statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans, objectives of management, expected market growth, the impact of changes in the U.S. administration and the federal shutdown and other characterizations of future events or circumstances. All statements, other than statements of historical fact, including 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 U.S. federal shutdowns and other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of any delays; the imposition of tariffs, 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,” “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 2024 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 solutions provider dedicated to helping customers navigate the energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources.

Drawing from decades of experience, Ameresco reduces energy use and delivers diversified generation solutions to Federal, state and local governments, utilities, educational and healthcare institutions, housing authorities, and commercial and industrial customers.

We provide solutions primarily throughout North America and Europe, and our revenues are derived principally from energy efficiency projects, which entail the design, engineering, and installation of equipment and other measures that incorporate a range of innovative technology and techniques to improve the efficiency and control the operation of a facility’s energy infrastructure; this can include designing and constructing a central plant or cogeneration system for a customer providing power, heat and/or cooling to a building, or other small-scale plant that produces electricity, gas, heat or cooling from renewable sources of energy. We also derive revenue from long-term O&M contracts, energy supply contracts for renewable energy operating assets that we own, integrated-PV, and consulting and enterprise energy management services.

In addition to organic growth, strategic acquisitions of complementary businesses and assets, and joint venture arrangements have been an important part of our growth enabling us to broaden our service offerings and expand our geographical reach.

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.

On October 1, 2025, the U.S. government shut down due to the failure of the U.S. Congress to pass an appropriations bill, or any continuing resolutions to maintain funding at existing levels, for the U.S. government’s current fiscal year. While we have not experienced a notable slowdown in our government work even with the shutdown, a prolonged government shutdown could delay our ability to convert project awards into contracts and as such could have an adverse impact on our financial results. We continue to monitor the impacts of this shut down. The government shutdown has also delayed the government providing guidance regarding the “beginning of construction” criteria applicable to clean energy projects and final FEOC restrictions under the OBBB Act.

See “Our business depends in part on federal, state, provincial and local government support or the imposition of additional taxes, tariffs, duties, or other assessments on renewable energy or the equipment necessary to generate or deliver it, for energy efficiency and renewable energy, and a decline in such support could harm our business” and “Compliance with environmental laws could adversely affect our operating results” in Item 1A, Risk Factors in our 2024 Form 10-K.

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, the wars in Ukraine and the Middle East, evolving relations between the U.S. and China, and other geopolitical tensions. Import duties, tariffs and other import restrictions, including the Uyghur Forced Labor Protection Act, restrict the global supply of, and raise 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.

These tariffs, restrictions, and strained trade relations may affect our ability to source materials and products, potentially leading to increased costs, supply chain disruptions and operational challenges, and decreased demand for our offerings. We are closely monitoring the regulatory environment and actions of the current administration that could impact our business.

During the nine months ended September 30, 2025, 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 nine months ended September 30, 2025. 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 utility rates, and growing grid instability, are driving demand for our energy infrastructure and other solutions. 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 2024 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. Upon final acceptance of these two projects, we will invoice SCE for the remaining final acceptance milestone payments for these projects. We have provided SCE notice for substantial completion of the third project and are in discussions with SCE to reach agreement on the achievement of this milestone. We continue to expect all three projects to be finalized this year.

The August 2024 agreement with SCE confirmed that the final resolution related to our obligation to pay the liquidated damages withheld and the applicability and scope of any force majeure relief as well as any cost recovery we may be entitled to remain subject to dispute. We are continuing discussions with SCE on these matters, and our view continues to be that liquidated damages should not be applied. If we fail to come to an agreement with SCE about the applicability and scope of force majeure relief and liquidated damages, 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

During the nine months ended September 30, 2025, we granted 1,416,000 common stock options and 136,770 restricted stock units (“RSUs”) to certain employees under our 2020 Plan. Our unrecognized stock-based compensation expense was $23.9 million at September 30, 2025, compared to $28.0 million at December 31, 2024, 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 September 30,
(In Thousands)	2025		2024
Project Backlog
Fully-contracted backlog	$	2,473,089	$	1,852,774
Awarded, not yet signed customer contracts	2,668,102		2,656,082
Total project backlog	$	5,141,191	$	4,508,856
12-month project backlog	$	1,248,697	$	976,530

O&M Backlog
Fully-contracted backlog	$	1,476,035	$	1,421,204
12-month O&M backlog	$	103,158	$	91,380

Total project backlog represents energy efficiency projects that are active within our sales cycle. 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 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 to fully-contracted backlog. It may take longer, as it depends on the size and complexity of the project. 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.

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.

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” in Item 1A, Risk Factors in our 2024 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 $2.2 billion and $2.3 billion, net of amount attributable to a non-controlling interest at September 30, 2025 and 2024, 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 income for the periods indicated:


	Three Months Ended September 30,
	2025				2024				Year-Over-Year Change
(In Thousands)	Amount		% of Revenues		Amount		% of Revenues		Dollar Change		% Change
Revenues	$	525,987	100.0	%	$	500,873	100.0	%	$	25,114	5.0	%
Cost of revenues	441,658		84.0	%	423,734		84.6	%	17,924		4.2	%
Gross profit	84,329		16.0	%	77,139		15.4	%	7,190		9.3	%
Earnings from unconsolidated entities	1,393		0.3	%	159		—	%	1,234		776.1	%
Selling, general and administrative expenses	43,372		8.2	%	42,139		8.4	%	1,233		2.9	%
Operating income	42,350		8.1	%	35,159		7.0	%	7,191		20.5	%
Other expenses, net	24,188		4.6	%	21,469		4.3	%	2,719		12.7	%
Income before income taxes	18,162		3.5	%	13,690		2.7	%	4,472		32.7	%
Income tax benefit	(3,678)		(0.7)	%	(3,324)		(0.7)	%	354		10.6	%
Net income	21,840		4.2	%	17,014		3.4	%	4,826		28.4	%
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(3,308)		(0.6)	%	585		0.1	%	(3,893)		(665.5)	%
Net income attributable to common shareholders	$	18,532	3.5	%	$	17,599	3.5	%	$	933	5.3	%

Our results of operations for the three months ended September 30, 2025 are due to the following:

•Revenues: total revenues for the three months ended September 30, 2025 increased over 2024 primarily due to a $24.6 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, and a $3.4 million, or 6% increase in energy asset revenue resulting from the continued growth of our operating portfolio.

•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 due to a more favorable mix of higher-margin projects.

•Selling, General and Administrative Expenses (“SG&A”): SG&A expenses for the three months ended September 30, 2025 increased from 2024 primarily due to increases in professional fees and payroll and related benefits, partially offset by lower project development, travel and insurance expenses.

•Other Expenses, Net: Other expenses, net for the three months ended September 30, 2025 increased over 2024 primarily due to increase in loss from foreign currency transactions of $0.3 million compared to gains of $2.2 million last year and higher net interest expenses of $2.1 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates partially offset by decrease in losses from derivatives transactions of $2.9 million.

•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. We expect the effective tax rate benefit will be lower in 2025 as compared to 2024 primarily due to the effects of lower Section 179D Energy Efficient Building deductions and effects of foreign earnings, offset by higher investment tax credits from solar, and storage plants placed into service or are forecasted to be placed into service during 2025.

•Net Earnings Per Share: Net income increased due to the reasons described above. Basic and diluted earnings per share for the three months ended September 30, 2025 were $0.35, an increase of $0.01 per share basic and $0.02 diluted compared to the same period of 2024.

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	Nine Months Ended September 30,
	2025				2024				Year-Over-Year Change
(In Thousands)	Amount		% of Revenues		Amount		% of Revenues		Dollar Change		% Change
Revenues	$	1,351,100	100.0	%	$	1,237,261	100.0	%	$	113,839	9.2	%
Cost of revenues	1,141,494		84.5	%	1,047,960		84.7	%	93,534		8.9	%
Gross profit	209,606		15.5	%	189,301		15.3	%	20,305		10.7	%
Earnings from unconsolidated entities	1,804		0.1	%	724		0.1	%	1,080		149.2	%
Selling, general and administrative expenses	127,593		9.4	%	125,920		10.2	%	1,673		1.3	%
Operating income	83,817		6.2	%	64,105		5.2	%	19,712		30.7	%
Other expenses, net	57,454		4.3	%	51,399		4.2	%	6,055		11.8	%
Income before income taxes	26,363		2.0	%	12,706		1.0	%	13,657		107.5	%
Income tax benefit	(5,390)		(0.4)	%	(3,324)		(0.3)	%	2,066		62.2	%
Net income	31,753		2.4	%	16,030		1.3	%	15,723		98.1	%
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(5,839)		(0.4)	%	3,642		0.3	%	(9,481)		(260.3)	%
Net income attributable to common shareholders	$	25,914	1.9	%	$	19,672	1.6	%	$	6,242	31.7	%

Our results of operations for the nine months ended September 30, 2025 are due to the following:

•Revenues: total revenues for the nine months ended September 30, 2025 increased over 2024 primarily due to a $99.1 million, or 11%, 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, and a $26.4 million, or 17% increase in energy asset revenue resulting from the continued growth of our operating portfolio.

•SG&A: SG&A expenses for the nine months ended September 30, 2025 remained consistent compared to the prior year.

•Other Expenses, Net: Other expenses, net for the nine months ended September 30, 2025 increased over 2024 primarily due to higher interest expenses, net of $11.4 million related to an increase in the amount of energy asset financings and corporate debt outstanding and higher interest rates, partially offset by increased gains from foreign currency transactions of $3.6 million compared to last year.

•Net Earnings Per Share: Net income increased due to the reasons described above. Basic and diluted earnings per share for the nine months ended September 30, 2025 were $0.49, an increase of $0.12 per share compared to the same period of 2024.

Business Segment Analysis

Our reportable segments three and nine months ended September 30, 2025 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 nine-month period and are against the same prior year period unless otherwise noted.

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Revenues


	Three Months Ended September 30,								Nine Months Ended September 30,
(In Thousands)	2025		2024		Dollar Change		% Change		2025		2024		Dollar Change		% Change
North America Regions	$	237,600	$	291,611	$	(54,011)	(18.5)	%	$	627,045	$	638,027	$	(10,982)	(1.7)	%
U.S. Federal	89,508		89,113		395		0.4		174,399		236,740		(62,341)		(26.3)
Renewable Fuels	37,674		43,537		(5,863)		(13.5)		118,668		122,248		(3,580)		(2.9)
Europe	144,234		52,613		91,621		174.1		382,775		169,794		212,981		125.4
All Other	16,971		23,999		(7,028)		(29.3)		48,213		70,452		(22,239)		(31.6)
Total revenues	$	525,987	$	500,873	$	25,114	5.0	%	$	1,351,100	$	1,237,261	$	113,839	9.2	%

•North America Regions: revenues decreased versus the prior year 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 energy assets revenue resulting from the continued growth of our operating portfolio, higher O&M and consulting revenue.

•U.S. Federal: the increase in revenue during the three months ended September 30, 2025 is primarily due to increased energy assets revenue resulting from the continued growth of our operating portfolio, partially offset by lower project revenue attributed to the timing of revenue recognized based upon costs incurred to date relative to total expected costs on active projects. The decrease in revenue during the nine months ended September 30, 2025 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 and the reversal of previously recognized revenue as it was determined that the closing of a sale of a solar photovoltaic energy project was no longer probable, partially offset by increased energy assets revenue resulting from the continued growth of our operating portfolio.

•Renewable Fuels: revenues decreased during the three months ended September 30, 2025 primarily due to decreased project revenues resulting from the timing of revenue recognized based upon costs incurred to date relative to total expected costs. The decreased revenues during the nine months ended September 30, 2025 is primarily due to lower project revenue partially offset by an increase in energy asset revenues resulting from the continued growth of our operating portfolio and increased production levels.

•Europe: revenues increased 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 the divestiture of an energy technology and advisory services company in the fourth quarter of 2024.

Income (Loss) before Taxes and Unallocated Corporate Activity


	Three Months Ended September 30,								Nine Months Ended September 30,
(In Thousands)	2025		2024		Dollar Change		% Change		2025		2024		Dollar Change		% Change
North America Regions	$	24,824	$	22,662	$	2,162	9.5	%	$	54,069	$	37,098	$	16,971	45.7	%
U.S. Federal	12,857		9,543		3,314		34.7		21,436		26,284		(4,848)		(18.4)
Renewable Fuels	835		2,236		(1,401)		(62.7)		(2,002)		8,258		(10,260)		(124.2)
Europe	3,543		(3,285)		6,828		207.9		13,960		(2,044)		16,004		783.0
All Other	1,687		2,580		(893)		(34.6)		5,224		7,931		(2,707)		(34.1)
Unallocated corporate activity	(25,584)		(20,046)		(5,538)		(27.6)		(66,324)		(64,821)		(1,503)		(2.3)
Income before taxes	$	18,162	$	13,690	$	4,472	32.7	%	$	26,363	$	12,706	$	13,657	(107.5)	%

•North America Regions: the increase is primarily from our energy asset operations, resulting from the continued growth of our operating portfolio.

•U.S. Federal: the increase during the three months ended September 30, 2025 is primarily due to higher earnings from unconsolidated entities and lower net interest compared to the prior period. The decrease during the nine months ended September 30, 2025 is primarily due to the lower revenues noted above, partially offset by lower net interest compared to the prior period.

•Renewable Fuels: the decrease is primarily due to higher interest expenses and increased depreciation expense.

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•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 divestiture of an energy technology and advisory services company in the fourth quarter of 2024.

•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 activity during the three months ended September 30, 2025 increased primarily due to higher interest expense and foreign currency transaction losses this year versus gains last year. During the nine months ended September 30, 2025 corporate activity increased primarily due to higher interest expense offset by higher foreign currency transaction gains this year 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 Note 8 “Debt and Financing Lease Liabilities” for additional information.

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 November 2026 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 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.

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 September 30, 2025, the interest rates were 7.06% and 7.71% 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.

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The revolver may be increased by up to an additional $100.0 million at our option if lenders are willing to provide such increased commitments, subject to certain conditions.

As of September 30, 2025, the balance on the senior secured term loans was $96.3 million, the balance on the senior secured revolving credit facility was $110.0 million, and we had funds available of $26.6 million.

Energy Asset Financing

Energy Asset Construction 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.

On April 30, 2025 we entered into a note purchase agreement and private shelf agreement which includes committed proceeds under series A notes of $78.0 million to finance a battery energy storage asset in development, with a maturity date of September 30, 2045, and a fixed interest rate of 6.72% per annum. Gross proceeds from the initial issuance on April 30, 2025 were $67.7 million and the remaining balance of $10.3 million was issued on June 27, 2025. The agreement also includes a 20-year term $300.0 million private shelf facility as well as the ability to issue series B notes on or before December 31, 2025. As part of this transaction, we signed a tax credit transfer agreement for the investment tax credits associated with the BESS asset. Upon the asset achieving commercial operations, we will receive payment for the ITC transfer and a $30.0 million prepayment on the note purchase agreement will be required.

On May 27, 2025 we entered into an omnibus amendment as part of a tax credit transfer agreement for investment tax credits. The agreement required a $7,000 principal payment, which was made during the nine months ended September 30, 2025. On September 26, 2025 we entered into an amendment to modify the May 27, 2025 omnibus amendment. The amendment included advances of $25,500 related to an expansion project and $15,653 related to a true-up payment in connection to the removal of an IRR residual income requirement. Prior to this amendment, the loan bore interest at a rate of 6.70% with a residual percentage of distributable cash flows payable after the maturity date of the loan, until the earlier of the lender achieving an 8.51% internal rate of return (“IRR”) on funds borrowed under the facility, or the facility discharge date. The interest rate is now fixed at 8.75% and the maturity date changed from August 31, 2039 to September 26, 2040. At September 30, 2025, $348,182 was outstanding under this facility, net of unamortized debt discount and issuance costs.

During the nine months ended September 30, 2025, we drew an additional $171.4 million, paid down $75.3 million, and at September 30, 2025, $408.5 million was outstanding under our August 2023 Construction Credit Facility, net of unamortized debt discount and issuance costs. The Powin bankruptcy triggered a default under this facility, requiring us to move the project associated with the battery payment deposits we made to Powin out of this facility. There were other administrative errors which resulted in defaults under this facility. We received the appropriate waivers for these defaults. In addition, we received a waiver to temporarily increase our maximum commitment of $400,000 to $415,000 until November 30, 2025.

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We also paid off our October 2012, Term Loan in the amount of $31.1 million, partially with $8.3 million in proceeds from our new $12.2 million May 2025, Term Loan and the remainder from working capital.

Other Financing Facilities and Financing Leases

During the nine months ended September 30, 2025, we sold and leased back eight energy assets for $28.6 million in cash proceeds under our August 2018 Master Sale-leaseback. During the nine months ended September 30, 2025, we were in default of certain lien provisions of this agreement. On June 30, 2025, we received a waiver of this default which is valid until December 31, 2025.

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 $499.1 million as of September 30, 2025. 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 $82.0 million during the nine months ended September 30, 2025, 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 $59.7 million during the nine months ended September 30, 2025. 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

The following table summarizes our cash flows from operating, investing, and financing activities:


	Nine Months Ended September 30,
(In Thousands)	2025		2024		$ Change
Cash flows from operating activities	$	(37,465)	$	99,222	$	(136,687)
Cash flows from investing activities	(258,282)		(355,392)		97,110
Cash flows from financing activities	310,972		305,058		5,914
Effect of exchange rate changes on cash	1,993		1,827		166
Total net cash flows	$	17,218	$	50,715	$	(33,497)

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 nine months ended September 30, 2025 decreased over the same period last year primarily due to increases in cash outflows of $188.5 million in unbilled revenue due to the timing of when certain projects are invoiced compared to the prior year period, $40.3 million in deferred revenue, and $56.8 million in prepaid expenses and other

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current assets, partially offset by increases in cash inflows of $82.6 million in accounts receivable, $51.1 million in Federal ESPC receivable, and higher net income of $15.7 million.

Cash Flows from Investing Activities

During the nine months ended September 30, 2025 we made capital investments of $283.4 million in new energy assets and $16.6 million in major maintenance of energy assets compared to $341.8 million and $13.6 million, respectively, in 2024.

We currently plan to invest approximately $50 million to $100 million in additional capital expenditures during the remainder of 2025, principally for the construction or acquisition of new renewable energy plants, the majority of which we expect to fund with project finance debt.

Cash Flows from Financing Activities

Our primary sources of financing for the nine months ended September 30, 2025 were proceeds from energy asset financings of $367.3 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 $81.6 million, partially offset by payments on long-term debt and debt fees of $216.6 million, and net payments on our senior secured revolving credit facility of $25.0 million.

Our primary sources of financing for the nine months ended September 30, 2024 were proceeds from energy asset financings of $563.6 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 $134.6 million, contributions from a non-controlling interest of $33.8 million, partially offset by payments on long-term debt and debt fees of $451.7 million, net payments on our senior secured revolving credit facility of $33.4 million, and payments on seller’s promissory note of $41.9 million.

We currently plan additional project financings of approximately $50 million to $100 million during the remainder of 2025 to fund the construction or the acquisition of new renewable energy plants as discussed above.

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, 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 2024 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2025, there have been no significant changes in market risk exposures that materially affected the quantitative and qualitative disclosures as described in Item 7A to our 2024 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report, or the evaluation date. Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding

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required disclosures. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, after evaluating the effectiveness of our disclosure controls and procedures as of the evaluation date, concluded that as of the evaluation date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary conduct of our business, we are subject to periodic lawsuits, investigations, and claims. Although we cannot predict with certainty the ultimate resolution of such lawsuits, investigations and claims against us, we do not believe that any currently pending or threatened legal proceedings to which we are a party will have a material adverse effect on our business, results of operations or financial condition.

For additional information about certain proceedings, please refer to Note 10, Commitments and Contingencies, to our condensed consolidated financial statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

Item 1A. Risk Factors

Our business is subject to numerous risks, a number of which are described below and under “Risk Factors” in Part I, Item 1A of our 2024 Form 10-K.

You should carefully consider these risks together with the other information set forth in this report, which could materially affect our business, financial condition and future results. The risks described in Part I, Item 1A of our 2024 Form 10-K are not the only risks we face. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.

Item 2. Unregistered Sales of Equity and Use of Proceeds

Stock Repurchase Program

We did not repurchase any shares of our common stock under our stock repurchase program authorized by the Board of Directors on April 27, 2016 (the “Repurchase Program”) during the three months ended September 30, 2025. Under the Repurchase Program, we are authorized to repurchase up to $17.6 million of our Class A common stock. As of September 30, 2025, there were shares having a dollar value of approximately $5.7 million that may yet be purchased under the Repurchase Program.

Item 5. Other Information

Director and Officer Trading Arrangements

A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other shares of Class A common stock held by such individuals. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in a company’s securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information.

The following table describes contracts, instructions or written plans for the sale or purchase of our Class A common stock adopted or terminated by our directors and officers during the quarter ended September 30, 2025, that are either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K)):

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Name (Title)

Action Taken (Date of Action)

Type of Trading Arrangement

Nature of Trading Arrangement

Duration of Trading Arrangement

Aggregate Number of Securities

Nickolas Stavropoulos, Director

Adoption (September 8, 2025)

Rule 10b5-1 Trading Plan

Sale

Until August 20, 2026 or such earlier date upon which all transactions are completed or expire without execution

62,000

Louis P. Maltezos, President- Central & Western USA, Canada

Adoption (September 5, 2025)

Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted.

Sale

(1)

(1) Provides for the automatic sale of shares underlying RSUs in an amount sufficient to satisfy the applicable tax withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable tax withholding obligation. The number of shares subject to covered RSUs that could be sold under this trading arrangement is unknown as the number varies based on the extent to which vesting conditions are satisfied, the market price of our Class A common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement.

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Item 6. Exhibits

Exhibit Index

Exhibit
Number

Description

31.1*

Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Principal Financial Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*

The following condensed consolidated financial statements from Ameresco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

**Furnished herewith.

+ Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of Ameresco participates.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERESCO, INC.

Date:

November 4, 2025

By:

/s/ Mark Chiplock

Mark Chiplock

Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(duly authorized and principal financial officer)