Ameresco, Inc 10-Q for FY2026 Q1

Ameresco, Inc. (AMRC)

10-Q 2026-05-05 For: 2026-03-31

Added on May 05, 2026

About this 10-Q

Ameresco, Inc filed this 10-Q on May 5, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).

Headline figures

Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $401.46M; up 13.8% from $352.83M a year earlier
Net loss: $18.28M; compared with a net loss of $5.48M a year earlier
Diluted EPS: -$0.35; compared with -$0.10 a year earlier

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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)


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


Large accelerated filer o	Accelerated Filer ☑	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


Class			Shares outstanding as of May 1, 2026
Class A Common Stock, $0.0001 par value per share			34,951,417
Class B Common Stock, $0.0001 par value per share			18,000,000


						Page
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at March 31, 2026 (Unaudited) and December 31, 2025						1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)						3
Condensed Consolidated Statements of Comprehensive Loss for the three months ended March, 31 2026 and 2025 (Unaudited)						4
Condensed Consolidated Statements of Changes in Redeemable Non-Controlling Interests and Stockholders’ Equity for the three months ended March 31 , 202 6 and 202 5 (Unaudited)						5
Condensed Consolidated Statements of Cash Flows for the three months ended March 31 , 2026 and 2025 (Unaudited)						6
Notes to Condensed Consolidated Financial Statements (Unaudited)						8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						28
Item 3. Quantitative and Qualitative Disclosures About Market Risk						37
Item 4. Controls and Procedures						37

PART II - OTHER INFORMATION
Item 1. Legal Proceedings						38
Item 1A. Risk Factors						38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						38
Item 5. Other Information						38
Item 6. Exhibits						39
Signatures						40


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


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


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents (1)	$	103,967	$	71,785
Restricted cash (1)	91,305		92,515
Accounts receivable, net of allowance of $866 and $869, respectively (1)	249,197		257,856
Accounts receivable retainage, net	49,352		53,618
Unbilled revenue (1)	781,994		799,109
Inventory, net	12,519		12,609
Prepaid expenses and other current assets (1)	236,403		239,865
Income taxes receivable	3,453		2,166
Project development costs, net	26,235		23,010
Total current assets (1)	1,554,425		1,552,533
Federal ESPC receivable	512,707		503,449
Property and equipment, net (1)	10,102		10,077
Energy assets, net (1)	2,155,837		2,081,224
Deferred income tax assets, net	99,338		96,868
Goodwill, net	68,988		69,302
Intangible assets, net	6,871		7,464
Right-of-use assets, net (1)	75,645		76,165
Restricted cash, non-current portion (1)	57,178		22,215
Other assets (1)	100,196		117,797
Total assets (1)	$	4,641,287	$	4,537,094
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portions of long-term debt and financing lease liabilities, net (1)	$	162,176	$	132,125
Accounts payable (1)	666,744		691,197
Accrued expenses and other current liabilities (1)	118,711		113,878
Current portions of operating lease liabilities (1)	9,582		7,959
Deferred revenue	85,400		79,908
Income taxes payable	1,777		3,845
Total current liabilities (1)	1,044,390		1,028,912
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs (1)	1,824,531		1,749,708
Federal ESPC liabilities	505,246		478,970
Deferred income tax liabilities, net	3,489		2,943
Deferred grant income	5,193		5,385
Long-term operating lease liabilities, net of current portion (1)	53,641		55,938
Other liabilities (1)	93,363		91,003
Commitments and contingencies (Note 10)
Redeemable non-controlling interests, net	1,465		1,419


	Three Months Ended March 31,
	2026		2025
Revenues	$	401,460	$	352,829
Cost of revenues	344,996		300,910
Gross profit	56,464		51,919
Earnings from unconsolidated entities	98		261
Selling, general and administrative expenses	46,315		38,488
Operating income	10,247		13,692
Interest expense and interest income, net	25,189		19,905
Other expenses (income), net	2,625		(1,795)
Loss before income taxes	(17,567)		(4,418)
Income tax (benefit) expense	(3,184)		1,188
Net loss	(14,383)		(5,606)
Net (income) loss attributable to non-controlling interests and redeemable non-controlling interests	(3,900)		123
Net loss attributable to common shareholders	$	(18,283)	(5,483)

Net Loss per share attributable to common shareholders:
Basic and diluted	$	(0.35)	$	(0.10)

Weighted average common shares outstanding:
Basic and diluted	52,886		52,544


	Redeemable Non-controlling Interests		Class A Common Stock			Class B Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock			Non-controlling Interests		Total Stockholders’ Equity
			Shares	Amount		Shares	Amount								Shares	Amount
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	—		70,178	—		—	—		430		—		—		—	—		—		430
Stock-based compensation expense	—		—	—		—	—		2,844		—		—		—	—		—		2,844

Restricted stock units released	—		32,190	—		—	—		—		—		—			—		—		—
Unrealized loss from interest rate hedges, net	—		—	—		—	—		—		—		(502)		—	—		—		(502)
Foreign currency translation adjustment	—		—	—		—	—		—		—		1,441		—	—		(34)		1,407


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

Contributions from NCI	—		—	—		—	—				—		—		—	—		2,863		2,863
Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(1,004)		(1,004)

Net (loss) income	(524)		—	—		—	—		—		(5,483)		—		—	—		401		(5,082)
Balance, March 31, 2025	$	1,966	34,603,581	$	3	18,000,000	$	2	$	381,595	$	647,051	$	(4,935)	2,101,835	$	(11,788)	$	34,150	$	1,046,078

Balance, December 31, 2025	$	1,419	34,861,428	$	3	18,000,000	$	2	$	395,656	$	696,737	$	(460)	2,101,835	$	(11,788)	$	42,666	$	1,122,816

Exercise of stock options	—		40,645	—		—	—		455		—		—		—	—		—		455
Stock-based compensation expense	—		—	—		—	—		4,176		—		—		—	—		—		4,176

Restricted stock units released	—		37,344	—		—	—		—		—		—		—	—		—		—
Unrealized gain from interest rate hedges, net	—		—	—		—	—		—		—		53		—	—		—		53
Foreign currency translation adjustment	—		—	—		—	—		—		—		(1,917)		—	—		25		(1,892)


Accretion of tax equity financing fees	46		—	—		—	—		—		(46)		—		—	—		—		(46)


Distributions to NCI	—		—	—		—	—		—		—		—		—	—		(1,210)		(1,210)

Net (loss) income	—		—	—		—	—		—		(18,283)		—		—	—		3,900		(14,383)
Balance, March 31, 2026	$	1,465	34,939,417	$	3	18,000,000	$	2	$	400,287	$	678,408	$	(2,324)	2,101,835	$	(11,788)	$	45,381	$	1,109,969


See notes to condensed consolidated financial statements.







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

	Three Months Ended March 31,
	2026		2025
Cash flows from financing activities:
Payments on long-term corporate debt financings	$	(1,250)	$	(14,250)
Proceeds from long-term corporate debt financings	45,000		100,000
Proceeds (payments) on senior secured revolving credit facility, net	—		(57,000)
Proceeds from long-term energy asset debt financings	182,916		112,588
Payments on long-term energy asset debt and financing leases	(121,996)		(59,186)


Payments of debt discount and debt issuance costs	(1,801)		(3,224)
Proceeds from Federal ESPC projects	26,583		29,731
Net (payments) proceeds from energy asset receivable financing arrangements	(196)		3,599
Proceeds from exercises of options and ESPP	455		430

Contributions from non-controlling interests	—		2,863
Distributions to non-controlling interest	(1,210)		(1,004)



Cash flows from financing activities	128,501		114,547
Effect of exchange rate changes on cash	(1,024)		522
Net increase (decrease) in cash, cash equivalents, and restricted cash	65,935		(31,605)
Cash, cash equivalents, and restricted cash, beginning of period	186,515		198,378
Cash, cash equivalents, and restricted cash, end of period	$	252,450	$	166,773

Supplemental disclosures of cash flow information:
Cash paid for interest	$	31,641	$	22,191
Cash paid for income taxes	$	2,226	$	1,166
Non-cash Federal ESPC settlement	$	—	$	17,538
Accrued purchases of energy assets	$	82,575	$	67,643
Non-cash recognition of investment tax credits on energy assets	$	—	$	71,783


	March 31, 2026		December 31, 2025
Other receivables	$	56,992	$	70,382
Deferred project costs	162,676		153,199
Prepaid expenses	16,735		16,284
Prepaid expenses and other current assets	$	236,403	$	239,865


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	132,126	$	32,591	$	4,316	$	121,456	$	—	$	290,489
O&M revenue	11,521		15,439		1,909		1,354		—		30,223
Energy assets	20,071		6,441		33,038		1,155		—		60,705

Other	2,309		786		18		3,333		13,597		20,043
Total revenues	$	166,027	$	55,257	$	39,281	$	127,298	$	13,597	$	401,460


	March 31, 2026		December 31, 2025
Accounts receivable, net	$	249,197	$	257,856
Accounts receivable retainage, net	49,352		53,618
Accounts receivable retainage, non-current (1)	5,188		6,595
Contract Assets:
Unbilled revenue	$	781,994	$	799,109
Contract Liabilities:
Deferred revenue	$	85,400	$	79,908
Deferred revenue, non-current (1)	34,996		35,035
Total contract liabilities	$	120,396	$	114,943


	March 31, 2025		December 31, 2024
Accounts receivable, net	$	226,656	$	256,961
Accounts receivable retainage, net	45,276		39,843
Accounts receivable retainage, non-current	5,851		8,026
Contract Assets:
Unbilled revenue	$	559,049	$	644,105
Contract Liabilities:
Deferred revenue	$	91,219	$	91,734
Deferred revenue, non-current (1)	31,904		29,885
Total contract liabilities	$	123,123	$	121,619

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


	North America Regions		U.S. Federal		Renewable Fuels		Europe		All Other		Total
Project revenue	$	148,953	$	6,038	$	4,063	$	92,407	$	—	$	251,461
O&M revenue	8,456		13,730		2,015		645		—		24,846
Energy assets	18,970		5,357		32,097		269		—		56,693

Other	1,881		122		—		3,336		14,490		19,829
Total revenues	$	178,260	$	25,247	$	38,175	$	96,657	$	14,490	$	352,829


	Operating Leases		Financing Leases
Year ended December 31,
2026	$	9,067	$	1,646
2027	12,111		1,922
2028	9,294		1,955
2029	6,632		1,892
2030	4,540		1,725
Thereafter	61,788		12,318
Total lease payments	103,432		21,458
Less: interest	40,209		9,412
Present value of lease liabilities	$	63,223	$	12,046


	March 31, 2026		December 31, 2025
Senior secured corporate revolving credit facility (1)	$	150,000	$	150,000
Senior secured corporate term loans (2)	138,750		95,000
Second lien corporate term loan (2)	100,000		100,000
Energy asset construction facilities (2)	388,516		359,031
Energy asset operating facilities (2)	856,464		827,327
Other financing facilities (3)	395,177		393,414
Financing lease liabilities (4)	12,046		12,082

Total debt and financing lease liabilities	2,040,953		1,936,831
Less: current maturities	162,176		132,125
Less: unamortized discount and debt issuance costs	54,246		54,998
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	$	1,824,531	$	1,749,708

(1) At March 31, 2026, funds of $44,319 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.


		Fair Value as of
	Level	March 31, 2026		December 31, 2025
Assets:
Interest rate swap instruments	2	$	792	$	721


Liabilities:
Interest rate swap instruments	2	$	37	$	197

Make-whole provisions	2	21,025		19,075

Total liabilities		$	21,062	$	19,272


	As of March 31, 2026		As of December 31, 2025
Gross carrying amount	$	35,605	35,849
Less - accumulated amortization	(28,734)		(28,385)
Intangible assets, net	$	6,871	$	7,464


		Three Months Ended March 31,
Asset type	Location	2026		2025
Customer contracts	Cost of revenues	$	53	$	—
Intangible assets, net	Selling, general and administrative expenses	$	512	$	525
Total amortization expense		$	565	$	525


	March 31, 2026		December 31, 2025
Energy assets (1)	$	2,705,410	$	2,602,787
Less - accumulated depreciation and amortization	(549,573)		(521,563)
Energy assets, net	$	2,155,837	$	2,081,224

(1) Includes financing lease assets (see Note 7), capitalized interest and asset retirement obligations (“ARO”) assets (see tables below). Also includes $16,683 of amounts paid to Powin. See Note 10 for additional information.


	March 31, 2026			December 31, 2025
Operating Leases:
Right-of-use (“ROU”) assets	$	75,645		$	76,165

Current portions of operating lease liabilities	$	9,582		$	7,959
Long-term portions of operating lease liabilities	53,641			55,938
Total operating lease liabilities	$	63,223		$	63,897
Weighted-average remaining lease term	16 years			17 years
Weighted-average discount rate	6.6		%	6.6		%

Financing Leases:
Energy assets	$	22,529		$	23,055

Current portions of financing lease liabilities	$	755		$	546
Long-term financing lease liabilities, net of current portion, unamortized discount and debt issuance costs	11,291			11,536
Total financing lease liabilities	$	12,046		$	12,082
Weighted-average remaining lease term	11 years			11 years
Weighted-average discount rate	11.95		%	11.95		%


	As of March 31, 2026				As of December 31, 2025
	Fair Value		Carrying Value		Fair Value		Carrying Value
Long-term debt (Level 2)	$	1,960,786	$	1,974,661	$	1,855,086	$	1,869,751


		Derivatives as of
		March 31, 2026		December 31, 2025
	Balance Sheet Location	Fair Value		Fair Value
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other assets	$	792	$	721

Derivatives Not Designated as Hedging Instruments:

Interest rate swap contracts	Accrued expenses and other current liabilities	$	37	$	—
Interest rate swap contracts	Other liabilities	$	—	$	197


Make-whole provisions	Other liabilities	$	21,025	$	19,075


		Amount of (Gain) Loss Recognized in Net Loss
	Location of (Gain) Loss Recognized in Net Loss	Three Months Ended March 31,
		2026		2025
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(49)	$	(107)
Derivatives Not Designated as Hedging Instruments:
Interest rate swap contracts	Other expenses, net	$	(160)	$	927

Make-whole provisions	Other expenses, net	$	1,950	$	408


	Three Months Ended March 31, 2026
Derivatives Designated as Hedging Instruments:
Accumulated gain in AOCL at the beginning of the period	$	490

Unrealized gain recognized in AOCL	102
Gain reclassified from AOCL to other expenses, net	(49)
Gain on derivatives	53
Accumulated gain in AOCL at the end of the period	$	543


	March 31, 2026(1)						December 31, 2025 (1)
	Investment Funds		Other VIEs		Total VIEs		Investment Funds		Other VIEs		Total VIEs
Cash and cash equivalents	$	43	$	6,143	$	6,186	$	68	$	7,574	$	7,642
Restricted cash	—		10,099		10,099		—		14,025		14,025
Accounts receivable, net	309		10,310		10,619		139		32,657		32,796
Unbilled revenue	—		126,943		126,943		—		138,200		138,200
Prepaid expenses and other current assets	—		7,142		7,142		—		17,874		17,874
Income taxes receivable	—		4,695		4,695		—		3,056		3,056
Project development costs, net	—		29		29		—		1		1
Total VIE current assets	352		165,361		165,713		207		213,387		213,594

Energy assets, net	21,109		88,521		109,630		21,517		89,521		111,038
Deferred income tax assets, net	—		2,349		2,349		—		2,349		2,349

Right-of-use assets, net	455		—		455		458		—		458
Restricted cash, non-current portion	—		36,144		36,144		—		1,745		1,745
Other assets	—		123		123		—		170		170
Total VIE assets	$	21,916	$	292,498	$	314,414	$	22,182	$	307,172	$	329,354
Current portions of long-term debt and financing lease liabilities	$	—	$	27,382	$	27,382	$	—	$	25,547	$	25,547
Accounts payable	61		133,056		133,117		78		143,437		143,515
Accrued expenses and other current liabilities	—		1,619		1,619		26		2,996		3,022
Current portions of operating lease liabilities	14		—		14		14		—		14
Deferred revenue	—		465		465		—		5,931		5,931
Income taxes payable	—		1,691		1,691		—		408		408
Total VIE current liabilities	75		164,213		164,288		118		178,319		178,437

Long-term operating lease liabilities, net of current portion	432		—		432		445		—		445
Other liabilities	43		619		662		41		391		432
Total VIE liabilities	$	550	$	164,832	$	165,382	$	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
	March 31, 2026		December 31, 2025
Equity and cost method investments	$	45,120	$	45,883


	Three Months Ended March 31,
(In thousands, except per share data)	2026		2025
Numerator:
Net loss attributable to common shareholders	$	(18,283)	$	(5,483)
Adjustment for accretion of tax equity financing fees	(46)		(27)
Loss attributable to common shareholders	$	(18,329)	$	(5,510)
Denominator:
Basic and diluted weighted-average shares outstanding	52,886		52,544



Net Loss per share attributable to common shareholders:
Basic and diluted	$	(0.35)	$	(0.10)


Potentially dilutive shares (1)	2,825		2,946

(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.


	As of March 31,
(In Thousands)	2026		2025
Project Backlog
Fully-contracted backlog	$	2,497,458	$	2,596,325
Awarded, not yet signed customer contracts	2,773,719		2,307,567
Total project backlog	$	5,271,177	$	4,903,892
12-month project backlog	$	1,094,340	$	1,118,025

O&M Backlog
Fully-contracted backlog	$	1,543,459	$	1,371,847
12-month O&M backlog	$	117,857	$	99,614


1.	I have reviewed this Quarterly Report on Form 10-Q of Ameresco, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.