Ameresco, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

VARIABLE INTEREST ENTITIES AND EQUITY METHOD INVESTMENTS

6 Months Ended

Jun. 30, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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:


	June 30, 2026		December 31, 2025 (1)
	Total VIEs		Investment Funds		Other VIEs		Total VIEs
Cash and cash equivalents	$	60,629	$	68	$	7,574	$	7,642
Restricted cash	26,967		—		14,025		14,025
Accounts receivable, net	20,164		139		32,657		32,796
Unbilled revenue	243,227		—		138,200		138,200
Prepaid expenses and other current assets	18,322		—		17,874		17,874
Income taxes receivable	4,499		—		3,056		3,056
Project development costs, net	30		—		1		1
Total VIE current assets	373,838		207		213,387		213,594
Property and equipment, net	255		—		—		—
Energy assets, net	765,211		21,517		89,521		111,038
Deferred income tax assets, net	17,461		—		2,349		2,349
Intangible assets, net	4,061		—		—		—
Right-of-use assets, net	2,503		458		—		458
Restricted cash, non-current portion	4,632		—		1,745		1,745
Other assets	164		—		170		170
Total VIE assets	$	1,168,125	$	22,182	$	307,172	$	329,354
Current portions of long-term debt and financing lease liabilities	$	75,709	$	—	$	25,547	$	25,547
Accounts payable	196,097		78		143,437		143,515
Accrued expenses and other current liabilities	9,725		26		2,996		3,022
Current portions of operating lease liabilities	326		14		—		14
Deferred revenue	2,106		—		5,931		5,931
Income taxes payable	1,644		—		408		408
Total VIE current liabilities	285,607		118		178,319		178,437
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	435,912		—		—		—
Deferred income tax liability	19,600		—		—		—
Long-term operating lease liabilities, net of current portion	763		445		—		445
Other liabilities	2,376		41		391		432
Total VIE liabilities	$	744,258	$	604	$	178,710	$	179,314

(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets. As of June 30, 2026, there were no investment funds.

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.

Neogenyx Fuels LLC

On May 4, 2026, Ameresco, through certain of its subsidiaries, entered into a contribution and equity purchase agreement (the “Contribution Agreement” and, the transactions contemplated thereby, the “JV Transaction”) with an affiliate of HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (“HASI” and, such affiliate, “JV Investor”) to form a new joint venture, Neogenyx Fuels LLC, a Delaware limited liability company (the “Joint Venture” or “Neogenyx”). The JV Transaction closed on May 12, 2026.

The JV Transaction constituted a reconsideration event under ASC 810, under which we concluded that Neogenyx Fuels LLC is a variable interest entity, and we are the primary beneficiary. Accordingly, following the formation, Ameresco retains control over Neogenyx. We recognized the decrease in ownership of Neogenyx as a non-controlling interest. The difference between the cash received and the non-controlling interest was recognized as an adjustment to additional paid-in capital. Transactions costs attributable to the security issuance were recognized as a reduction to additional paid-in capital.

The Contribution Agreement provided that, among other things:

•Ameresco and certain of its subsidiaries transferred to the Joint Venture the equity interests of the subsidiaries and certain other assets comprising Ameresco’s existing biogas business (the “Business”), together with related assumed liabilities, in exchange for Class A units of the Joint Venture (the “Class A Units”), representing a 70% equity interest of the Joint Venture; and

•JV Investor committed to invest a total of $400,000 in the Business, in exchange for Class B units of the Joint Venture (the “Class B Units”), representing a 30% equity interest of the Joint Venture. Of the $400,000 investment (i) $233,800 was paid to Ameresco at closing as consideration for the Business, of which $57,942, was used to pay towards the August 2023 Variable Rate Construction Facility and approximately $5,371 was used to pay fees, and (ii) the remaining $166,200 will be contributed to the Joint Venture over a period of time to fund the Joint Venture.

An amended and restated limited liability company agreement of the Joint Venture includes the key terms related to quarterly distributions, liquidating distributions, right of first offer, drag-along and tag-along rights, call options, and management and governance provisions.

Neogenyx is reported within our Renewable Fuels segment which is consistent with our historical presentation prior to the JV Transaction.

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 operations.

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


	As of
	June 30, 2026		December 31, 2025
Equity and cost method investments	$	44,745	$	45,883