FALSE000148813900014881392024-05-072024-05-07


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2024
Ameresco, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-34811 04-3512838
(State or Other Juris-
diction of Incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
111 Speen Street, Suite 410,Framingham,MA1701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (508) 661-2200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1033 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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




Item 2.02. Results of Operations and Financial Condition.
On May 7, 2024, Ameresco, Inc. (“we” or the “Company”) announced its financial results for the quarter ended March 31, 2024. The Company also posted supplemental information with respect to its quarter ended March 31, 2024 results on the Investor Relations section of its website at www.ameresco.com. The press release and the supplemental information issued in connection with the announcement are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit No.Description
99.1
99.2
104Cover Page Interactive Data File (formatted as Inline XBRL)
#Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations. Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.


SIGNATURE
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 hereunto duly authorized.
AMERESCO, INC.
May 7, 2024By:/s/ Spencer Doran Hole
Spencer Doran Hole
Executive Vice President and Chief Financial Officer
(duly authorized and principal financial officer)




Exhibit 99.1

    
amtagrgba02a20a.jpg


Ameresco Reports First Quarter 2024 Financial Results

Solid Execution with Growth Across All Business Lines
45% Y/Y Growth in Contracted Backlog
Over 750 MWe Ameresco Owned Energy Assets in Development
Reaffirms 2024 Guidance

First Quarter 2024 Financial Highlights:
•Revenues of $298.4 million
•Net loss attributable to common shareholders of $2.9 million
•GAAP EPS of ($0.06)
•Non-GAAP EPS of ($0.10)
•Adjusted EBITDA of $30.8 million

FRAMINGHAM, MA – May 7, 2024 – Ameresco, Inc. (NYSE:AMRC), a leading cleantech integrator specializing in energy efficiency and renewable energy, today announced financial results for the fiscal quarter ended March 31, 2024. The Company also furnished supplemental information in conjunction with this press release in a Current Report on Form 8-K. The supplemental information, which includes Non-GAAP financial measures, has been posted to the “Investors” section of the Company’s website at www.ameresco.com. Reconciliations of Non-GAAP measures to the appropriate GAAP measures are included herein. All financial result comparisons made are against the prior year period unless otherwise noted.
CEO George Sakellaris commented, “Ameresco’s strong execution during the first quarter demonstrates the early results of the actions we have taken to optimize our organization and platform to capture the significant growth opportunities ahead of us. Our new corporate structure has brought greater uniformity and scalability across our geographies and enabled faster and better project conversion and execution, which helped to drive stronger than expected revenues in the first quarter. We are also seeing the early results from our strategic focus on better win rates and improved margins in our core Federal and MUSH markets.

“While compressing execution timelines remains a priority, we continued to further build our substantial long-term visibility, achieving record levels of Project Backlog and Assets in Development and Construction in the first quarter. Our total Project Backlog exceeded $4 billion at the end of the quarter, an increase of 35% or over $1 billion from one year ago. Our success



in converting awards to contracts drove a 45% increase in our contracted backlog. The Energy Asset business continued to add high return assets to our development pipeline, ending the quarter with a record 762 MWe, while also bringing 13 MWe into operation during the quarter. These metrics, along with our strong and growing O&M backlog, give the Company significant profitable revenue visibility for years to come.”

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


(in millions)Q1 2024Q1 2023
Revenue
Net Income (Loss) (1)
Adj. EBITDARevenue
Net Income (Loss) (1)
Adj. EBITDA
Projects$204.3($6.0)$3.2$183.2($1.3)$4.0
Energy Assets$43.2($0.5)$21.2$40.8$1.1$19.9
O&M$25.3$3.7$4.8$22.3$0.5$1.5
Other$25.6($0.1)$1.6$24.8$0.7$1.9
Total (2)
$298.4($2.9)$30.8$271.0$1.1$27.4
(1) Net Income (Loss) represents net income (loss) attributable to common shareholders.
(2) Numbers in table may not sum due to rounding.

Total revenue increased 10.1% to $298.4 million led by 11.5% growth in Projects revenue, as faster implementation and contract conversions allowed for continued execution on our growing contracted backlog. Energy Asset revenue grew 5.9% driven by growth in operating assets placed in service, improved production and stronger RIN prices. O&M revenue increased 13.8% reflecting timing of long-term O&M contracts. Other revenue increased 3.2% primarily due to strength in our consulting business. Gross margin of 15.7% was lower than expected as higher than normal project cost adjustments during the quarter outweighed higher margins in our O&M business. SG&A decreased 4.2% due to higher labor utilization which also resulted in lower project development costs. Net loss attributable to common shareholders was $2.9 million compared to net income of $1.1 million during the same period last year driven by higher interest expenses, with GAAP and Non-GAAP EPS of ($0.06) and ($0.10), respectively. Adjusted EBITDA of $30.8 million increased 12.6%.












Balance Sheet and Cash Flow Metrics

($ in millions)March 31, 2024
Total Corporate Debt (1)
$268.1
Corporate Debt Leverage Ratio (2)
3.0x
Total Energy Asset Debt (3)
$1,282.7
Energy Asset Book Value (4)
$1,788.6
Energy Debt Advance Rate (5)
72%
Q1 Cash Flows from Operating Activities$20.8
Plus: Q1 Proceeds from Federal ESPC Projects$19.6
Equals: Q1 Adjusted Cash from Operations$40.4
8-quarter rolling average Cash Flows from Operating Activities($13.9)
Plus: 8-quarter rolling average Proceeds from Federal ESPC Projects$43.4
Equals: 8-quarter rolling average Adjusted Cash from Operations$29.5
(1) Term loans and drawn amounts on the revolving line of credit on our Sr. Secured Credit Facility
(2) Debt to EBITDA, as calculated under our Sr. Secured Credit Facility
(3) Term loans, sale-leasebacks and construction loan project financings for our Energy Assets in operations and in-construction and development
(4) Book Value of our Energy Assets in operations and in-construction and development
(5) Total Energy Asset Debt divided by Energy Asset Book Value

The Company ended the quarter with $77.7 million in cash. Our total corporate debt including our term loans and drawn amounts on our revolving line of credit continued to decline to $268.1 million, with a corporate leverage ratio as calculated under our Sr. Secured Credit Facility of 3.0x, below our 3.5x bank covenant level. Our Energy Asset Debt was $1.3 billion with an Energy Debt Advance rate of 72% on the Energy Asset Book Value. Our Adjusted Cash from Operations during the quarter was $40.4 million. Our 8-quarter rolling average Adjusted Cash from Operations was $29.5 million. We are providing this number given the volatility of quarterly Adjusted Cash from Operations as it better represents our average implementation cycle. The Company’s access to attractive capital remained very strong during the quarter highlighted by numerous draws from our existing financings as well as an investment by Republic Services in the Roxana RNG plant.




($ in millions)At March 31, 2024
Awarded Project Backlog (1)
$2,560
Contracted Project Backlog$1,460
Total Project Backlog$4,020
12-month Contracted Backlog (2)
$775
O&M Revenue Backlog$1,199
12-month O&M Backlog$88
Energy Asset Visibility (3)
$2,300
Operating Energy Assets518 MWe
Ameresco's Net Assets in Development (4)
756 MWe
(1) Customer contracts that have not been signed yet
(2) We define our 12-month backlog as the estimated amount of revenues that we expect to recognize in the next twelve months from our fully-contracted backlog
(3) Estimated contracted revenue and incentives during PPA period plus estimated additional revenue from operating RNG assets over a 20-year period, assuming RINs at $1.50/gallon and brown gas at $3.50/MMBtu with $3.00/MMBtu for LCFS on certain projects.
(4) Net MWe capacity includes only our share of any jointly owned assets

•Ameresco’s Assets in Development ended the quarter at 762 MWe. After subtracting Ameresco’s partners’ minority interests, Ameresco’s owned capacity of Assets in Development at quarter end was 756 MWe.
•Ameresco increased net assets in development by 45 MWe in the first quarter driven by increased solar and BESS activity.
•Ameresco continued to drive significant asset activity in the state of Hawaii with the award of a 40 MWe biofuel-powered facility in Maui. This marks Ameresco’s fourth asset award with Hawaiian Electric, building on the success of Kūpono Solar, a 42 MWe AC solar and 42MWe/168MWh battery storage facility on Oahu expected to come online in Q2 2024, Pu`uloa Energy, a 99 MWe firm renewable generation facility on Oahu expected to come online in 2027, and Pu`uloa Solar, a 6MWe solar and 6MWe/30MWh battery storage facility on Oahu expected to come online in 2026.
•During the quarter Ameresco began operations of the 5.2 MWe RNG plant at Republic Services’ Brickyard Landfill.
•The education market continued to show significant activity driven by the numerous available state and federal grants and incentives to provide comprehensive solutions including energy efficiency, renewable energy and energy storage technologies.

Summary and Outlook

“Our robust first quarter results represented a strong start to the year supporting our expectations for substantial growth in 2024. Demand for our solutions continues to be strong and broad based across technologies and our diversified customer base. Additionally, our strong projects backlog metrics, together with our substantial asset portfolio and growing O&M backlog provide Ameresco with multi-year visibility on profitable revenue growth,” Mr. Sakellaris concluded.




Ameresco reaffirms its full year 2024 guidance which is included in the table below and reflects an expected revenue and Adjusted EBITDA growth of 20% and 38%, respectively, at the midpoints. The Company expects to place approximately 200 MWe of energy assets in service for all of 2024. Our expected capex for 2024 is $350 million to $400 million, the majority of which we expect to fund with project financing.

FY 2024 Guidance Ranges
Revenue$1.60 billion$1.70 billion
Gross Margin17.5%18.5%
Adjusted EBITDA$210 million$240 million
Interest Expense & Other$60 million$65 million
Non-GAAP EPS$1.30$1.50

The Company’s Adjusted EBITDA and Non-GAAP EPS guidance excludes the impact of redeemable non-controlling interest activity, one-time charges, asset impairment charges, changes in contingent consideration, restructuring activities, as well as any related tax impact.

We have completed performance testing and are working closely with Southern California Edison Company on the final checklist for substantial completion for two of the three projects. Commissioning activities have begun on the third project, which was significantly impacted by the heavy rainfall in California in 2023. This last site is expected to reach substantial completion in the summer of 2024.

Conference Call/Webcast Information
The Company will host a conference call today at 4:30 p.m. ET to discuss first quarter 2024 financial results, business and financial outlook and other business highlights. Participants may access the earnings conference call by pre-registering here at least fifteen minutes in advance. A live, listen-only webcast of the conference call will also be available over the Internet. Individuals wishing to listen can access the call through the “Investors” section of the Company’s website at www.ameresco.com. If you are unable to listen to the live call, an archived webcast will be available on the Company’s website for one year.
Use of Non-GAAP Financial Measures
This press release and the accompanying tables include references to adjusted EBITDA, Non- GAAP EPS, Non-GAAP net income and adjusted cash from operations, which are Non-GAAP financial measures. For a description of these Non-GAAP financial measures, including the reasons management uses these measures, please see the section following the accompanying tables titled “Exhibit A: Non-GAAP Financial Measures”. For a reconciliation of these Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the accompanying tables.

About Ameresco, Inc.
Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading cleantech integrator and renewable energy asset developer, owner and operator. Our comprehensive portfolio includes solutions that help customers reduce costs, decarbonize to net zero, and build energy resiliency



while leveraging smart, connected technologies. From implementing energy efficiency and infrastructure upgrades to developing, constructing, and operating distributed energy resources – we are a trusted sustainability partner. Ameresco has successfully completed energy saving, environmentally responsible projects with Federal, state and local governments, utilities, healthcare and educational institutions, housing authorities, and commercial and industrial customers. With its corporate headquarters in Framingham, MA, Ameresco has more than 1,500 employees providing local expertise in North America and Europe. For more information, visit www.ameresco.com.

Contact:
Media Relations
Leila Dillon, 508.661.2264, news@ameresco.com
Investor Relations
Eric Prouty, AdvisIRy Partners, 212.750.5800,
eric.prouty@advisiry.com
Lynn Morgen, AdvisIRy Partners, 212.750.5800,
lynn.morgen@advisiry.com

Safe Harbor Statement
Any statements in this press release about future expectations, plans and prospects for Ameresco, Inc., including statements about market conditions, pipeline, visibility, and backlog, as well as estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, capital investments, other financial guidance and longer term outlook, statements about our financing plans including the status of discussion related to raising subordinated debt and our ability to finalize such a debt financing, the impact the IRA, supply chain disruptions, shortage and cost of materials and labor, and other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward looking statements as a result of various important factors, including: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and related liquidated and other damages we may be subject to; the fiscal health of the government and the risk of government shutdowns; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects our customers’ ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements including the requirement to raise additional subordinated debt; the impact of macroeconomic challenges, weather related events and climate change on our business; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges and global trade conflicts; global supply chain challenges, component shortages and inflationary pressures; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the output and performance of our energy plants and energy projects; cybersecurity incidents and breaches; regulatory and other risks inherent to constructing and operating energy assets the effects of our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a



customer’s decision to delay our work on, or other risks involved with, a particular project; the addition of new customers or the loss of existing customers; market price of our Class A Common stock prevailing from time to time; the nature of other investment opportunities presented to our Company from time to time; risks related to our international operation and international growth strategy; and other factors discussed in our most recent Annual Report on Form 10-K. The forward-looking statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.



AMERESCO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
March 31,December 31,
 20242023
 (Unaudited)
ASSETS
Current assets:  
Cash and cash equivalents$77,681 $79,271 
Restricted cash57,737 62,311 
Accounts receivable, net146,836 153,362 
Accounts receivable retainage, net32,158 33,826 
Costs and estimated earnings in excess of billings652,428 636,163 
Inventory, net13,076 13,637 
Prepaid expenses and other current assets118,813 123,391 
Income tax receivable4,836 5,775 
Project development costs, net22,907 20,735 
Total current assets1,126,472 1,128,471 
Federal ESPC receivable577,651 609,265 
Property and equipment, net17,170 17,395 
Energy assets, net1,788,569 1,689,424 
Deferred income tax assets, net25,677 26,411 
Goodwill, net75,311 75,587 
Intangible assets, net6,197 6,808 
Operating lease assets69,348 58,586 
Restricted cash, non-current portion12,553 12,094 
Other assets104,318 89,735 
Total assets$3,803,266 $3,713,776 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:  
Current portions of long-term debt and financing lease liabilities, net$539,201 $322,247 
Accounts payable437,240 402,752 
Accrued expenses and other current liabilities109,954 108,831 
Current portions of operating lease liabilities14,220 13,569 
Billings in excess of cost and estimated earnings61,267 52,903 
Income taxes payable398 1,169 
Total current liabilities1,162,280 901,471 
Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs1,011,576 1,170,075 
Federal ESPC liabilities504,689 533,054 
Deferred income tax liabilities, net4,584 4,479 
Deferred grant income6,737 6,974 
Long-term operating lease liabilities, net of current portion50,710 42,258 
Other liabilities88,619 82,714 



March 31,December 31,
 20242023
Redeemable non-controlling interests, net$43,908 $46,865 
Stockholders' equity:  
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023— — 
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 36,421,956 shares issued and 34,320,161 shares outstanding at March 31, 2024, 36,378,990 shares issued and 34,277,195 shares outstanding at December 31, 20233 3 
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2024 and December 31, 20232 2 
Additional paid-in capital327,367 320,892 
Retained earnings592,947 595,911 
Accumulated other comprehensive loss, net(3,592)(3,045)
Treasury stock, at cost, 2,101,795 shares at March 31, 2024 and December 31, 2023(11,788)(11,788)
Stockholders' equity before non-controlling interest904,939 901,975 
Non-controlling interests25,224 23,911 
Total stockholders’ equity930,163 925,886 
Total liabilities, redeemable non-controlling interests and stockholders' equity$3,803,266 $3,713,776 




AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(In thousands, except per share amounts) (Unaudited)
 Three Months Ended March 31,
 20242023
Revenues$298,406 $271,042 
Cost of revenues251,413 221,094 
Gross profit46,993 49,948 
Earnings from unconsolidated entities555 450 
Selling, general and administrative expenses39,555 41,301 
Operating income7,993 9,097 
Other expenses, net14,171 8,043 
(Loss) income before income taxes(6,178)1,054 
Income tax provision (benefit)— (503)
Net (loss) income(6,178)1,557 
Net loss (income) attributable to non-controlling interests and redeemable non-controlling interests3,241 (455)
Net (loss) income attributable to common shareholders$(2,937)$1,102 
Net (loss) income per share attributable to common shareholders:  
Basic$(0.06)$0.02 
Diluted$(0.06)$0.02 
Weighted average common shares outstanding: 
Basic52,289 51,963 
Diluted52,289 53,261 




AMERESCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)
 Three Months Ended March 31,
 20242023
Cash flows from operating activities:
Net (loss) income$(6,178)$1,557 
Adjustments to reconcile net (loss) income to net cash flows from operating activities:
Depreciation of energy assets, net17,124 13,341 
Depreciation of property and equipment1,175 644 
Increase in contingent consideration— 121 
Accretion of ARO liabilities66 66 
Amortization of debt discount and debt issuance costs982 790 
Amortization of intangible assets539 302 
Provision for bad debts1 93 
Loss on write-off of long-lived assets— 18 
Non-cash project revenue related to in-kind leases(775)— 
Earnings from unconsolidated entities(555)(450)
Net (gain) loss from derivatives(2,359)163 
Stock-based compensation expense3,026 4,037 
Deferred income taxes, net687 (7,142)
Unrealized foreign exchange loss (gain)806 (29)
Changes in operating assets and liabilities:
Accounts receivable5,899 58,954 
Accounts receivable retainage1,580 2,439 
Federal ESPC receivable(26,395)(33,736)
Inventory, net561 608 
Costs and estimated earnings in excess of billings(7,842)85,748 
Prepaid expenses and other current assets104 929 
Income taxes receivable, net180 6,380 
Project development costs(1,728)(1,812)
Other assets(1,413)(1,903)
Accounts payable, accrued expenses and other current liabilities23,849 (82,266)
Billings in excess of cost and estimated earnings9,160 9,398 
Other liabilities2,323 522 
Cash flows from operating activities
20,817 58,772 
Cash flows from investing activities:
Purchases of property and equipment(962)(1,657)
Capital investment in energy assets(105,633)(89,787)
Capital investment in major maintenance of energy assets(5,355)(589)
Net proceeds from equity method investment12,956 — 
Contributions to equity method investments(4,776)— 
Acquisitions, net of cash received— (9,182)
Loans to joint venture investments— (38)
Cash flows from investing activities
(103,770)(101,253)
Cash flows from financing activities:  
Payments of debt discount and debt issuance costs(590)(366)
Proceeds from exercises of options and ESPP183 571 
Proceeds from senior secured revolving credit facility, net20,100 — 
Proceeds from long-term debt financings89,321 58,188 
Proceeds from Federal ESPC projects19,581 42,309 
Net proceeds from energy asset receivable financing arrangements4,748 4,438 
Contributions from non-controlling interests28,864 16,308 
Distributions to non-controlling interest(63)
Distributions to redeemable non-controlling interests, net(133)(161)
Payment on seller's promissory note(29,441)— 
Payments on long-term debt and financing leases(55,196)(15,159)
Cash flows from financing activities
77,374 106,128 



 Three Months Ended March 31,
 20242023
Effect of exchange rate changes on cash(126)42 
Net (decrease) increase in cash, cash equivalents, and restricted cash(5,705)63,689 
Cash, cash equivalents, and restricted cash, beginning of period153,676 149,888 
Cash, cash equivalents, and restricted cash, end of period$147,971 $213,577 



Non-GAAP Financial Measures (Unaudited, in thousands)
Three Months Ended March 31, 2024
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income (loss) attributable to common shareholders$(5,965)$(496)$3,659 $(135)$(2,937)
Impact from redeemable non-controlling interests— (2,855)— — (2,855)
Plus: Other expenses, net5,656 7,246 545 724 14,171 
Plus: Depreciation and amortization995 16,847 322 674 18,838 
Plus: Stock-based compensation2,072 438 257 259 3,026 
Plus: Contingent consideration, restructuring and other charges481 16 5 86 588 
Adjusted EBITDA$3,239 $21,196 $4,788 $1,608 $30,831 
Adjusted EBITDA margin1.6 %49.1 %18.9 %6.3 %10.3 %
Three Months Ended March 31, 2023
Adjusted EBITDA:ProjectsEnergy AssetsO&MOtherConsolidated
Net income attributable to common shareholders$(1,300)$1,149 $532 $721 $1,102 
Impact from redeemable non-controlling interests— 32 — — 32 
Plus (less): Income tax provision (benefit)(884)72 127 182 (503)
Plus: Other expenses, net2,490 4,905 236 412 8,043 
Plus: Depreciation and amortization660 13,122 304 201 14,287 
Plus: Stock-based compensation2,729 607 332 369 4,037 
Plus: Restructuring and other changes337 20 7 7 371 
Adjusted EBITDA$4,032 $19,907 $1,538 $1,892 $27,369 
Adjusted EBITDA margin2.2 %48.8 %6.9 %7.6 %10.1 %




Three Months Ended March 31,
20242023
Non-GAAP net (loss) income and EPS:
Net (loss) income attributable to common shareholders$(2,937)$1,102 
Adjustment for accretion of tax equity financing fees(27)(27)
Impact from redeemable non-controlling interests (2,855)32 
Plus: Contingent consideration, restructuring and other charges588 371 
(Less) Plus: Income tax effect of Non-GAAP adjustments(153)(96)
Non-GAAP net (loss) income(5,384)1,382 
Diluted net (loss) income per common share$(0.06)$0.02 
Effect of adjustments to net (loss) income(0.04)0.01 
Non-GAAP EPS$(0.10)$0.03 
Adjusted cash from operations:
Cash flows from operating activities$20,817 $58,772 
Plus: proceeds from Federal ESPC projects19,581 42,309 
Adjusted cash from operations$40,398 $101,081 

Other Financial Measures (Unaudited, in thousands)
Three Months Ended March 31,
20242023
New contracts and awards:
New contracts$334,533 $146,960 
New awards (1)
$339,798 $472,100 
(1) Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed

Non-GAAP Financial Guidance
Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA):
Year Ended December 31, 2024
LowHigh
Operating income (1)
$113 million $141 million
Depreciation and amortization$85 million $86 million
Stock-based compensation$14 million $15 million
Restructuring and other charges$(2) million $(2) million
Adjusted EBITDA$210 million $240 million

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




Exhibit A: Non-GAAP Financial Measures
We use the Non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These Non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, please see Non-GAAP Financial Measures and Non-GAAP Financial Guidance in the tables above.
We understand that, although measures similar to these Non-GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements included above, and not to rely on any single financial measure to evaluate our business.
Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We believe adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons: adjusted EBITDA and similar Non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, impact from redeemable non-controlling interests, restructuring and asset impairment charges. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue.

Our management uses adjusted EBITDA and adjusted EBITDA margin as measures of operating performance, because they do not include the impact of items that we do not consider indicative of our core operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance.

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



deconsolidation of a variable interest entity. We consider Non-GAAP net income and Non-GAAP EPS to be important indicators of our operational strength and performance of our business because they eliminate the effects of events that are not part of the Company's core operations.

Adjusted Cash from Operations
We define adjusted cash from operations as cash flows from operating activities plus proceeds from Federal ESPC projects. Cash received in payment of Federal ESPC projects is treated as a financing cash flow under GAAP due to the unusual financing structure for these projects. These cash flows, however, correspond to the revenue generated by these projects. Thus, we believe that adjusting operating cash flow to include the cash generated by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our revenue generated by operations.

ameresco.com © 2024 Ameresco, Inc. All rights reserved. Q1 2024 Supplemental Information May 7, 2024

 
2 Safe Harbor Forward Looking Statements Any statements in this presentation about future expectations, plans and prospects for Ameresco, Inc., including statements about market conditions, pipeline, visibility, and backlog, as well as estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, capital investments, other financial guidance and longer term outlook, statements about our financing plans including the status of discussion related to raising subordinated debt and our ability to finalize such a debt financing, the impact the IRA, supply chain disruptions, shortage and cost of materials and labor, and other macroeconomic and geopolitical challenges; our expectations related to our agreement with SCE including the impact of delays and any requirement to pay liquidated damages, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward looking statements as a result of various important factors, including: demand for our energy efficiency and renewable energy solutions; the timing of, and ability to, enter into contracts for awarded projects on the terms proposed or at all; the timing of work we do on projects where we recognize revenue on a percentage of completion basis; the ability to perform under signed contracts without delay and in accordance with their terms and related liquidated and other damages we may be subject to; the fiscal health of the government and the risk of government shutdowns; our ability to complete and operate our projects on a profitable basis and as committed to our customers; our cash flows from operations and our ability to arrange financing to fund our operations and projects our customers’ ability to finance their projects and credit risk from our customers; our ability to comply with covenants in our existing debt agreements including the requirement to raise additional subordinated debt; the impact of macroeconomic challenges, weather related events and climate change on our business; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges and global trade conflicts; global supply chain challenges, component shortages and inflationary pressures; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the output and performance of our energy plants and energy projects; cybersecurity incidents and breaches; regulatory and other risks inherent to constructing and operating energy assets the effects of our acquisitions and joint ventures; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; the addition of new customers or the loss of existing customers; market price of our Class A Common stock prevailing from time to time; the nature of other investment opportunities presented to our Company from time to time; risks related to our international operation and international growth strategy; and other factors discussed in our most recent Annual Report on Form 10-K. The forward-looking statements included in this presentation represent our views as of the date of this presentation. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this presentation. Use of Non-GAAP Financial Measures This presentation and the accompanying tables include references to adjusted EBITDA, Non-GAAP EPS, Non-GAAP net income and adjusted cash from operations, which are Non-GAAP financial measures. For a description of these Non-GAAP financial measures, including the reasons management uses these measures, please see the section in the back of this presentation titled “Non-GAAP Financial Measures”. For a reconciliation of these Non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the table at the end of this presentation titled “GAAP to Non-GAAP Reconciliation.”

 
Sources of Revenue – Q1 2024 3 Projects Energy efficiency and renewable energy projects Recurring Energy & incentive revenue from owned energy assets; plus recurring O&M from projects Other Services, software and integrated PV $204.3M $68.5M $25.6M

 
Projects 10% Assets 69% O&M 16% Other 5% $31M Adjusted EBITDA* 85% of Adjusted EBITDA Came From Recurring Lines of Business 4 Projects 68% Assets 14% O&M 9% Other 9%23% Recurring $298M Revenue * Adjusted EBITDA percentages allocate corporate expenses according to revenue shareQ1 2024 85% Recurring

 
Energy Asset Portfolio – 3/31/2024 5 518 MWe of Energy Assets in operation. 92 MW of non-RNG biogas, 49 MW of RNG, Solar is 325 MW, Other is 53 MW 762 MWe of total assets in development. 756 MWe of Ameresco-owned capacity after minority interest Operating Energy Assets 518 MWe Other: 10% Solar: 63% Biogas: RNG 9% Biogas: Non-RNG 18% Energy Assets in Development & Construction, 756 MWe EaaS*: 18% Battery: 34% Solar: 30% Biogas: 18% Numbers may not sum due to rounding *$5M of our anticipated Assets in Development spending is for Energy as a Service assets which do not include generation assets that can be measured in MWe. This metric also includes Puuloa and Ukiu Energy engine plants. Ameresco’s Ownership

 
Energy Asset Balance Sheet – 3/31/2024 6 *Debt to EBITDA, as calculated under our Sr. Secured Credit agreement **Net of unamortized debt discount and debt issuance costs of $0.6M on Corporate Debt and $19.9M on Energy Debt $708M** of our Energy Asset Debt is associated with operating energy assets. $574M** of our Energy Asset Debt is associated with energy assets still in development & construction. $1.3B of the $1.6B** of total debt on our balance sheet is debt associated with our energy assets (“Energy Asset Debt”). Total Debt $1.6B Corporate Debt $0.3B Energy Asset Debt $1.3B 3.0x* leverage $923M $574M $866M $708M Energy Asset Book Value Energy Asset Debt 82% advance rate Operating Development & Construction 62% advance rate

 
Adjusted Cash from Operations Trend 7 ($20.0) ($15.0) ($10.0) ($5.0) $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 m ill io ns 8-Quarter Rolling Average Adjusted Cash from Operations

 
$0 $500,000,000 $1,000,000,000 $1,500,000,000 $2,000,000,000 $2,500,000,000 Awarded Project Backlog Contracted Project Backlog Operating Energy Assets O&M Backlog Tremendous Forward Visibility: Backlog & Recurring Revenue Business 8 ~ 12-24 months to contract ~ 12-36 months of revenue 16 year weighted average lifetime $2.6 billion1 $1.5 billion1 $2.3 billion $1.2 billion 14 year weighted average PPA remaining 2 $1.3B Additional estimated revenue from market price RNG 3 $1B 1 Project backlog after minority interests 2 Estimated contracted revenue and incentives during PPA period 3 Estimated additional revenue from operating RNG assets over a 20-year period, assuming RINs at $1.50/gallon and brown gas at $3.50/MMBtu with $3.00/MMBtu for LCFS on certain projects

 
Sustainable & Profitable Business Model 9 Expected to Expand Earnings at a Faster Rate than Revenue by Growing Higher Margin Recurring Lines of Business FY 2024 guidance, as reaffirmed May 7, 2024 Revenue ($M) $867 $1,032 $1,216 $1,824 $1,375 $1,600 2019 2020 2021 2022 2023 2024 Guidance $1,700 2024 Guidance • High-End 14.4% CAGR • Low-End 13.0% CAGR $91 $118 $153 $205 $163 $210 2019 2020 2021 2022 2023 2024 Guidance Adjusted EBITDA ($M) $240 2024 Guidance • High-End 21.4% CAGR • Low-End 18.2% CAGR

 
Destination: Net Zero Since 2010, Ameresco’s renewable energy assets & customer projects delivered a Carbon Emission Reduction equivalent to: Carbon dioxide emissions from… 41 billion miles driven by an average passenger vehicle Carbon sequestered by… 19 million acres of U.S. forests in one year or Note: Annual figures rounded from historic reporting. These preliminary data estimates are derived from a methodology that leverages data captured on Ameresco assets owned and operating and customer projects. The annual carbon impact is calculated using these Ameresco inputs and source GHG emission factors published by the US EPA eGrid database to calculate the avoided carbon emissions of any given asset or project. 110+ Million Metric Tons of CO2 Ameresco’s 2023 Carbon Emission Reduction of approximately 16M Metric Tons of CO2 is equal to one of… 10 10

 
ameresco.com © 2024 Ameresco, Inc. All rights reserved. to Our Customers, Employees, and Shareholders Thank You

 
12 Non-GAAP Financial Measures We use the Non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These Non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these Non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the table at the end of this presentation titled “GAAP to Non-GAAP Reconciliation.” We understand that, although measures similar to these Non- GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements and not to rely on any single financial measure to evaluate our business. Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We believe adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons: adjusted EBITDA and similar Non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; securities analysts often use adjusted EBITDA and similar Non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, impact from redeemable non-controlling interests, restructuring and asset impairment charges. We define adjusted EBITDA margin as adjusted EBITDA stated as a percentage of revenue. Our management uses adjusted EBITDA and adjusted EBITDA margin as measures of operating performance, because they do not include the impact of items that we do not consider indicative of our core operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance. Non-GAAP Net Income and EPS We define Non-GAAP net income and earnings per share (EPS) to exclude certain discrete items that management does not consider representative of our ongoing operations, including energy asset impairment, restructuring and other charges, impact from redeemable non-controlling interests, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. We consider Non-GAAP net income and Non- GAAP EPS to be important indicators of our operational strength and performance of our business because they eliminate the effects of events that are not part of the Company's core operations. Adjusted Cash from Operations We define adjusted cash from operations as cash flows from operating activities plus proceeds from Federal ESPC projects. Cash received in payment of Federal ESPC projects is treated as a financing cash flow under GAAP due to the unusual financing structure for these projects. These cash flows, however, correspond to the revenue generated by these projects. Thus we believe that adjusting operating cash flow to include the cash generated by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our revenue generated by operations.

 
GAAP to Non-GAAP Reconciliation 13 (Unaudited) (Unaudited) Adjusted EBITDA: Net income attributable to common shareholders (2,937)$ 1,102$ Impact from redeemable non-controlling interests (2,855)$ 32 Plus (Less): Income tax provision (benefit) -$ (503) Plus: Other expenses, net 14,171$ 8,043 Plus: Depreciation and amortization 18,838$ 14,287 Plus: Stock-based compensation 3,026$ 4,037 Plus: Restructuring and other charges 588$ 371 Adjusted EBITDA 30,831$ 27,369$ Adjusted EBITDA margin 10.3% 10.1% Revenue 298,406 271,042 Non-GAAP net income and EPS: Net income attributable to common shareholders (2,937)$ 1,102$ Adjustment for accretion of tax equity financing fees (27)$ (27) Impact of redeemable non-controlling interests (2,855)$ 32 Plus: Contingent consideration, restructuring and other charges 588$ 371 Income Tax effect of Non-GAAP adjustments (153)$ (96) Non-GAAP net income (5,384)$ 1,382$ Earnings per share: Diluted net income per common share (0.06)$ 0.02$ Effect of adjustments to net income (0.04) 0.01 Non-GAAP EPS (0.10)$ 0.03$ Adjusted cash from operations Cash flows from operating activities 20,817$ 58,772$ Plus: proceeds from Federal ESPC projects 19,581 42,309 Adjusted cash from operations 40,398$ 101,081$ 2024 2023 Three Months Ended March 31,

 
GAAP to Non-GAAP Reconciliation (continued) 14 * Adjusted EBITDA by Line of Business includes corporate expenses allocated according to revenue share $000 USD Projects Operating Assets O&M Other Consolidated Adjusted EBITDA: Net (loss) income attributable to common shareholders (5,965)$ (496)$ 3,659$ (135)$ (2,937)$ Impact from redeemable non-controlling interests -$ (2,855)$ -$ -$ (2,855)$ (Less) plus: Income tax provision (benefit) -$ -$ -$ -$ -$ Plus: Other expenses, net 5,656$ 7,246$ 545$ 724$ 14,171$ Plus: Depreciation and amortization 995$ 16,847$ 322$ 674$ 18,838$ Plus: Stock-based compensation 2,072$ 438$ 257$ 259$ 3,026$ Plus: Restructuring and other charges 481$ 16$ 5$ 86$ 588$ Adjusted EBITDA 3,239$ 21,196$ 4,788$ 1,608$ 30,831$ Adjusted EBITDA margin 1.6% 49.1% 18.9% 6.3% 10.3% Three Months Ended March 31, 2024

 
GAAP to Non-GAAP Reconciliation (continued) 15 ($ in Thousands) 2019 2020 2021 2022 2023 2024 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Cash Flow from Operations (58,094) (51,160) (11,471) (75,568) (51,640) (21,955) (10,193) (18,796) (38,724) (57,758) (19,862) (55,952) (276,122) (31,722) 34,674 (65,118) 58,772 (92,621) (6,572) (29,570) 20,820 Proceeds from Federal ESPC projects 39,598 43,189 32,769 83,802 61,198 72,402 60,987 54,331 33,520 36,640 44,026 45,031 64,788 56,943 52,134 64,495 42,309 34,390 30,604 47,035 19,581 Adjusted Cash from Operations (18,496) (7,971) 21,298 8,234 9,558 50,447 50,794 35,535 (5,204) (21,118) 24,163 (10,921) (211,333) 25,220 86,808 (623) 101,081 (58,231) 24,032 17,464 40,401 Rolling 8-quarter Adjusted Cash from Operations 13,952 10,551 12,092 13,513 14,769 19,447 17,171 18,675 20,336 18,693 19,051 16,657 (10,955) (14,108) (9,606) (14,126) (840) (5,479) (5,496) (1,948) 29,519 ($ in Thousands) 2014 2015 2016 2017 2018 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Cash Flow from Operations 3,582 (18,027) 12,347 (22,083) (14,877) 4,341 (16,919) (15,069) (24,653) (7,654) (10,696) (31,786) (19,633) (39,337) (45,803) (37,071) (20,066) 25,097 (21,160) Proceeds from Federal ESPC projects 10,454 18,910 18,279 18,015 22,855 20,976 16,125 16,385 22,374 26,316 24,964 35,167 38,869 48,303 42,673 36,582 33,082 43,906 44,667 Adjusted Cash from Operations 14,036 883 30,626 (4,068) 7,978 25,317 (794) 1,316 (2,279) 18,662 14,268 3,381 19,237 8,966 (3,130) (489) 13,016 69,003 23,506 Roll ing 8-quarter Adjusted Cash from Operations 9,981 9,412 7,372 9,595 7,550 8,481 9,888 7,845 7,553 7,327 9,239 15,531 16,686

 
v3.24.1.u1
Cover
May 07, 2024
Cover [Abstract]  
Document Type 8-K
Local Phone Number 661-2200
Entity Registrant Name Ameresco, Inc.
Document Period End Date May 07, 2024
Entity Incorporation, State or Country Code DE
Entity File Number 001-34811
Entity Tax Identification Number 04-3512838
Entity Address, Address Line One 111 Speen Street,
Entity Address, Address Line Two Suite 410,
Entity Address, City or Town Framingham,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 1701
City Area Code 508
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001488139
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