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

9 Months Ended

Sep. 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:


	September 30, 2026		December 31, 2025 (1)
	Total VIEs		Investment Funds		Other VIEs As Adjusted		Total VIEs As Adjusted
Cash and cash equivalents	$	62,100	$	68	$	7,574	$	7,642
Restricted cash	22,872		—		14,025		14,025
Accounts receivable, net	36,855		139		32,657		32,796
Unbilled revenue	267,809		—		138,200		138,200
Prepaid expenses and other current assets	24,762		—		17,874		17,874
Income taxes receivable	5,284		—		3,056		3,056
Project development costs, net	—		—		1		1
Total VIE current assets	419,682		207		213,387		213,594
Property and equipment, net	243		—		—		—
Energy assets, net (2)	926,659		21,517		105,658		127,175
Deferred income tax assets, net (2)	10,897		—		—		—
Intangible assets, net	4,007		—		—		—
Right-of-use assets, net	2,609		458		—		458
Restricted cash, non-current portion	5,167		—		1,745		1,745
Other assets	1,287		—		170		170
Total VIE assets	$	1,370,551	$	22,182	$	320,960	$	343,142
Current portions of long-term debt and financing lease liabilities (3)	$	78,185	$	—	$	25,547	$	25,547
Accounts payable	211,794		78		143,437		143,515
Accrued expenses and other current liabilities	2,551		26		2,996		3,022
Current portions of operating lease liabilities	391		14		—		14
Deferred revenue	8,467		—		5,931		5,931
Income taxes payable	1,096		—		408		408
Total VIE current liabilities	302,484		118		178,319		178,437
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (3)	435,190		—		—		—
Deferred income tax liability (2)	19,600		—		1,671		1,671
Long-term operating lease liabilities, net of current portion	826		445		—		445
Other liabilities	2,424		41		391		432
Total VIE liabilities	$	760,524	$	604	$	180,381	$	180,985

(1) The amounts in the above table are reflected in Note 1 on our condensed consolidated balance sheets. As of September 30, 2026, there were no investment funds.
(2) Includes retroactive adjustment for change in accounting method (see Note 19).
(3) The creditors of these VIEs do not have recourse to the Company in excess of the assets contained within the VIEs.

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.

Prior to the HASI investment, Neogenyx was a wholly-owned subsidiary of Ameresco with net assets of $200,106. Subsequent to the HASI investment, Neogenyx net assets were $273,567 and the non-controlling interest balance was $241,799, which represents HASI’s economic interest in Neogenyx based on contractual distribution and liquidation provisions of the joint venture.

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.

We have determined that the provisions in the contractual arrangements represent substantive profit-sharing arrangements and that the appropriate methodology for attributing income and loss to the non-controlling interest each period is a balance sheet approach referred to as the hypothetical liquidation at book value (“HLBV”) method. Under the HLBV method, the amounts of income and loss attributed to the non-controlling interests in the consolidated statements of income reflect changes in the amounts the investor would hypothetically receive at each balance sheet date under the liquidation provisions of the contractual agreements, assuming the net assets of this funding structure were liquidated at recorded amounts. The investor’s non-controlling interest in the results of operations of this funding structure is determined as the difference in the non-controlling interest’s claim under the HLBV method at the start and end of each reporting period, after taking into account any capital transactions, such as contributions or distributions, between Neogenyx and the investor.

On August 25, 2026, the JV Investor contributed additional capital to the Joint Venture in the amount of $66,000 and during the three and nine months ended September 30, 2026, we attributed earnings of $7,121 and $7,524, respectively to the JV Investor’s non-controlling interest under the HLBV method.

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
	September 30, 2026		December 31, 2025
Equity and cost method investments	$	46,364	$	45,883