Ameresco Reports First Quarter 2026 Financial Results

AMRC

Strong Revenue and Pipeline Growth 20% Awarded and 8% Total Backlog Year over Year Growth Leadership Promotions Position the Company for Accelerated Long Term Growth Announces Transformational Investment by HASI in Ameresco’s Biogas Business Updates 2026 Guidance as a Result of the Investment First Quarter 2026 Financial Highlights: Revenues of $401.5 million Net loss attributable to common shareholders of $18.3 million GAAP EPS of ($0.35) Non-GAAP EPS ($0.33) Adjusted EBITDA of $40.5 million

Published on 05/04/2026 at 04:11 pm EDT

Ameresco, Inc. (NYSE:AMRC), a leading energy infrastructure solutions provider, today announced financial results for the first quarter ended March 31, 2026. 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, “The first quarter represented a solid start to the year, with revenue growth of 14% despite adverse weather conditions. During the quarter we secured over half a billion dollars in new project awards, driving 20% growth in our Awarded Backlog which now stands at almost $2.8 billion.

“Our customers are navigating a convergence of rising energy costs, rapidly increasing demand, and an imperative for highly resilient energy systems. Against this backdrop, we are experiencing record levels of business development activity, with especially strong demand coming from our Federal government customers. Ameresco’s diversified mix of building efficiency and energy infrastructure Project offerings together with our Energy Asset solutions and O&M capabilities puts us in a unique position to address these complex challenges as a go-to, comprehensive solutions provider.”

“In a separate release today, we announced the signing of an agreement with HASI for an important $400 million strategic investment in our biofuels business, creating a newly formed joint venture named Neogenyx Fuels. Ameresco has been a leader in the biofuels industry for the last twenty-five years, turning the beneficial use of biogas into a reliable low-carbon fuel source,” said George Sakellaris, Chief Executive Officer of Ameresco. “When completed, this transaction will enable us to monetize a portion of the $1.8 billion enterprise value that we have created in our biogas business, while allowing us to accelerate the future growth of this platform."

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

(in thousands)

Q1 2026

Q1 2025

Revenue

Net (Loss) Income (1)

Adj. EBITDA

Revenue

Net (Loss) Income (1)

Adj. EBITDA

Projects

$290,489

($4,290)

$5,844

$251,461

$393

$8,736

Energy Assets

$60,705

($16,669)

$30,014

$56,693

$(5,884)

$30,106

O&M

$30,223

$1,579

$2,586

$24,846

$733

$1,662

Other

$20,043

$1,097

$2,028

$19,829

$(725)

$130

Total (2)

$401,460

($18,283)

$40,472

$352,829

$(5,483)

$40,634

(1) Net Income represents net income attributable to common shareholders.

(2) Numbers in table may not sum due to rounding.

Total revenue was $401.5 million, up 14% year over year, driven by strong performances in Projects and O&M. Project revenue increased 16% to $290.5 million, reflecting solid execution across Federal and key geographies in both Building Efficiency and Energy Infrastructure solutions. Energy Asset revenue grew 7% to $60.7 million, supported by continued expansion of our operating asset portfolio, more than offsetting the impact of adverse weather conditions at several RNG facilities. O&M revenue increased 22%, driven by the continued additions of new long-term contracts. Gross margin of 14% reflects the impact of adverse weather at certain RNG sites and project mix.

Net interest and other expenses was $27.8 million, reflecting an increase year over year, primarily driven by $1.8 million of non-cash mark-to-market adjustments on non-hedged derivatives and $0.9 million of foreign exchange losses.

The effective tax rate was approximately 18% in Q1, compared to a (27)% benefit in the prior year, reflecting our decision to monetize certain investment tax credits through third-party sales. Net loss attributable to common shareholders was $18.3 million or $(0.35) per diluted share, with Non-GAAP loss per share of $(0.33). Adjusted EBITDA of $40.5 million was in line with the Company’s expectations.

Project and Asset Highlights

($ in millions)

At March 31, 2026

Awarded Project Backlog (1)

$2,774

Contracted Project Backlog

$2,497

Total Project Backlog

$5,271

12-month Contracted Backlog (2)

$1,094

New Contracts

$318

New Awards (3)

$522

Total O&M Revenue Backlog

$1,543

12-month O&M Backlog

$118

Total Energy Asset Visibility (4)

$3,784

Total Revenue Visibility

$10,598

Energy Assets Placed into Operation

1 MWe

Energy Assets New Awards / Scope Changes

0 MWe

Total Operating Energy Assets

839 MWe

Ameresco's Net Assets in Development (5)

568 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) Represents estimated future revenues from projects that have been awarded, though the contracts have not yet been signed

(4) 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

(5) Net MWe capacity includes only our share of any jointly owned assets

Balance Sheet and Cash Flow Metrics

($ in millions)

March 31, 2026

Total Corporate Debt (1)

$383.1

Corporate Debt Leverage Ratio (2)

3.2X

Non-Core Debt, International JVs (4)

$27.4

Total Energy Asset Debt (3)

$1,576.3

Energy Asset Book Value (5)

$2,155.8

Energy Debt Advance Rate (6)

73%

Q1 Cash Flows from Operating Activities

$35.4

Plus: Q1 Proceeds from Federal ESPC Projects

$26.6

Equals: Q1 Non-GAAP Adjusted Cash from Operations

$62.0

8-quarter rolling average Cash Flows from Operating Activities

$6.5

Plus: 8-quarter rolling average Proceeds from Sales of ITC

$16.5

Plus: 8-quarter rolling average Proceeds from Federal ESPC Projects

$33.9

Equals: 8-quarter rolling average Non-GAAP Adjusted Cash from Operations

$57.0

(1) Subordinated debt, term loans, and drawn amounts on the revolving line of credit, net of debt discount and issuance costs

(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) Non-core Debt associated with our international joint ventures

(5) Book Value of our Energy Assets in operations and in-construction and development

(6) Total Energy Asset Debt divided by Energy Asset Book Value

The Company ended the first quarter with $104.0 million in unrestricted cash. Total corporate debt, including subordinated debt, term loans and borrowings under our revolving line of credit, increased to $383.1 million, supporting working capital needs associated with the continued growth of our project and energy asset businesses.

During the quarter the Company executed approximately $149.5 million of new financing commitments. Energy Asset Debt totaled $1.6 billion representing an Energy Debt Advance rate of 73% of Energy Asset Book Value. Non-GAAP Adjusted Cash from Operations for the quarter was $62.0 million, with an 8-quarter rolling average Non-GAAP Adjusted Cash from Operations of $57.0 million.

Summary and Outlook “Ameresco is off to a solid start this year, against a favorable backdrop of strong secular trends. We made several important organizational changes in the first quarter that are designed to enhance our ability to execute more effectively and better profit from the tremendous opportunities on the horizon,” concluded CEO George Sakellaris.

Based on our strong start to the year, we would have reaffirmed our original 2026 guidance. In anticipation of the closing of the Neogenyx Fuels transaction, however, we are updating our full-year guidance to reflect the expected impact on our reported results. Importantly, this update is driven by the structure of the transaction and does not change our underlying operating expectations.

Given the structure of the transaction, we plan to consolidate Neogenyx Fuels, and therefore our revenue guidance remains unchanged. 30% of Neogenyx Fuel's net income will be attributable to HASI and reflected as income attributable to non-controlling interest. Consistent with this, our reported Adjusted EBITDA, as well as our operating assets and assets in development metrics will reflect our 70% ownership.

The company continues to anticipate placing approximately 100-120 MWe of total energy assets in service, including 2 RNG plants. Expected capex is $300 million to $350 million, the majority of which is expected to be funded with a combination of energy asset debt, HASI's investment, tax equity and tax credit sales.

The revenue cadence for the remainder of the year is expected to follow our historical seasonal pattern, with results weighted toward the second half. We expect the second half to contribute approximately 60% of total 2026 revenue, consistent with recent-year performance.

For the second quarter, with the expectation that the Neogenyx Fuels transaction will close, we expect Adjusted EBITDA of $58 million to $62 million and Non‑GAAP EPS of $0.18 to $0.23.

FY 2026 Guidance Ranges

Revenue

$2.0 billion

$2.2 billion

Gross Margin

17%

18%

Adjusted EBITDA (1)

$250 million

$270 million

Depreciation & Amortization

$115 million

$116 million

Interest Expense & Other

$95 million

$100 million

Effective Tax Rate

(20)%

(10)%

Net Income Attributable to Non-Controlling Interest

($22) million

($29) million

Non-GAAP EPS

$1.06

$1.28

(1) The Company is unable to provide a reconciliation of forward-looking Adjusted EBITDA to the most directly comparable GAAP measure without unreasonable effort due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.

Conference Call/Webcast Information The Company will host a conference call today at 4:30 p.m. ET to discuss first quarter 2026 financial results, business and financial outlook, and other business highlights. To participate on the day of the call, dial 1-888-596-4144, or internationally 1-646-968-2525, and enter the conference ID: 4849290, approximately 10 minutes before the call. 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, adjusted EBITDA margin, Non- GAAP EPS, Non-GAAP net income and Non-GAAP 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 energy infrastructure solutions provider dedicated to helping customers reduce costs, enhance resilience, and decarbonize to net zero in the global energy transition. Our comprehensive portfolio includes implementing smart energy efficiency solutions, upgrading aging infrastructure, and developing, constructing, and operating distributed energy resources. As a trusted full-service partner, Ameresco shows the way by reducing energy use and delivering diversified generation solutions to Federal, state and local governments, utilities, data centers, educational and healthcare institutions, housing authorities, and commercial and industrial customers. Headquartered 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.

Safe Harbor Statement This release contains certain forward-looking statements within the meaning of Section 21E of the Exchange Act, and Section 27A of the Securities Act. Statements that do not relate strictly to historical or current facts are forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained herein specifically include expectations about market conditions, pipeline, visibility, backlog, pending agreements, new and expanding market opportunities, financial guidance including estimated future revenues, net income, adjusted EBITDA, Non-GAAP EPS, gross margin, effective tax rate, interest rate, depreciation, tax attributes and capital investments; guidance related to the proposed Neogenyx Fuels transaction, the governance, operating and financial terms of the Neogenyx Fuels transaction, and the anticipated closing date thereof, if at all, statements regarding potential future growth prospects of the joint venture, and Ameresco’s intended use of the proceeds from the contribution of assets to the joint venture; the impact of policies and regulatory changes, supply chain disruptions, shortage and cost of materials and labor, 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.

The forward-looking statements included herein involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: 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 the potential for liquidated and other damages we may be subject to; the fiscal health of the government and the impact of a prolonged government shutdown and reductions in the federal workforce; 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; the impact of macroeconomic challenges, weather related events and climate change; our reliance on third parties for our construction and installation work; availability and cost of labor and equipment particularly given global supply chain challenges, tariffs 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 and ability to close 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; and risks related to our international operation and international growth strategy. These and other risks are described under the "Risk Factors" section in our most recent Annual Report on Form 10-K, our quarterly reports on Form 10-Q, and other documents we file from time to time with the Securities and Exchange Commission.

The forward-looking statements included in this release represent our views as of the date on which such statement is made. 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 on which such statement was made.

AMERESCO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

103,967

$

71,785

Restricted cash

91,305

92,515

Accounts receivable, net

249,197

257,856

Accounts receivable retainage, net

49,352

53,618

Unbilled revenue

781,994

799,109

Inventory, net

12,519

12,609

Prepaid expenses and other current assets

236,403

239,865

Income tax receivable

3,453

2,166

Project development costs, net

26,235

23,010

Total current assets

1,554,425

1,552,533

Federal ESPC receivable

512,707

503,449

Property and equipment, net

10,102

10,077

Energy assets, net

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

75,645

76,165

Restricted cash, non-current portion

57,178

22,215

Other assets

100,196

117,797

Total assets

$

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

$

162,176

$

132,125

Accounts payable

666,744

691,197

Accrued expenses and other current liabilities

118,711

113,878

Current portions of operating lease liabilities

9,582

7,959

Deferred revenue

85,400

79,908

Income taxes payable

1,777

3,845

Total current liabilities

1,044,390

1,028,912

Long-term debt and financing lease liabilities, net of current portion, unamortized discount and debt issuance costs

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

53,641

55,938

Other liabilities

93,363

91,003

Redeemable non-controlling interests, net

$

1,465

$

1,419

Stockholders' equity:

Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025

Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 37,041,252 shares issued and 34,939,417 shares outstanding at March 31, 2026, 36,963,263 shares issued and 34,861,428 shares outstanding at December 31, 2025

3

3

Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at March 31, 2026 and December 31, 2025

2

2

Additional paid-in capital

400,287

395,656

Retained earnings

678,408

696,737

Accumulated other comprehensive loss, net

(2,324

)

(460

)

Treasury stock, at cost, 2,101,835 shares at March 31, 2026 and December 31, 2025

(11,788

)

(11,788

)

Stockholders' equity before non-controlling interest

1,064,588

1,080,150

Non-controlling interests

45,381

42,666

Total stockholders’ equity

1,109,969

1,122,816

Total liabilities, redeemable non-controlling interests and stockholders' equity

$

4,641,287

$

4,537,094

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

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

AMERESCO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

$

(14,383

)

$

(5,606

)

Adjustments to reconcile net loss to net cash flows from operating activities:

Depreciation of energy assets, net

28,199

22,842

Depreciation of property and equipment

499

573

Increase in contingent consideration

71

Accretion of ARO liabilities

124

108

Amortization of debt discount and debt issuance costs

1,990

1,451

Amortization of intangible assets

565

525

Provision for credit losses

4

9

Gain on disposal of assets

(1,370

)

Energy asset impairment

334

Non-cash production tax credits recognized

(3,439

)

Non-cash project revenue related to in-kind leases

(401

)

(2,274

)

Earnings from unconsolidated entities

(98

)

(261

)

Unrealized loss from derivatives

1,790

1,335

Stock-based compensation expense

4,176

2,844

Deferred income taxes, net

(1,895

)

1,188

Unrealized foreign exchange loss (gain)

628

(1,209

)

Changes in operating assets and liabilities:

Accounts receivable

8,020

35,657

Accounts receivable retainage

5,486

(2,866

)

Federal ESPC receivable

(9,710

)

(17,933

)

Inventory, net

89

(792

)

Unbilled revenue

13,176

41,922

Prepaid expenses and other current assets

8,083

(17,700

)

Income taxes receivable, net

(3,390

)

(1,043

)

Project development costs

(1,466

)

858

Other assets

(2,966

)

(1,629

)

Accounts payable, accrued expenses and other current liabilities

(5,762

)

(87,992

)

Deferred revenue

5,670

574

Other liabilities

73

2,414

Cash flows from operating activities

35,396

(28,304

)

Cash flows from investing activities:

Purchases of property and equipment

(542

)

(422

)

Capital investments in energy assets

(90,620

)

(107,866

)

Capital investments in major maintenance of energy assets

(5,776

)

(5,952

)

Contributions to equity method investments

(158

)

Acquisitions, net of cash received

(3,972

)

Cash flows from investing activities

(96,938

)

(118,370

)

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

Non-GAAP Financial Measures (Unaudited, in thousands)

Three Months Ended March 31, 2026

Adjusted EBITDA:

Projects

Energy Assets

O&M

Other

Consolidated

Net (loss) income attributable to common shareholders

$

(4,290

)

$

(16,669

)

$

1,579

$

1,097

$

(18,283

)

Less: Income tax benefit

(1,634

)

(1,098

)

(272

)

(180

)

(3,184

)

Plus: Interest and other expenses, net

8,031

18,320

711

752

27,814

Plus: Depreciation and amortization

825

28,036

253

149

29,263

Plus: Stock-based compensation

3,022

631

314

209

4,176

Plus: Energy asset impairment

334

334

Plus (less): Contingent consideration, restructuring and other charges

(110

)

460

1

1

352

Adjusted EBITDA

$

5,844

$

30,014

$

2,586

$

2,028

$

40,472

Adjusted EBITDA margin

2.0

%

49.4

%

8.6

%

10.1

%

10.1

%

Three Months Ended March 31, 2025

Adjusted EBITDA:

Projects

Energy Assets

O&M

Other

Consolidated

Net (loss) income attributable to common shareholders

$

393

$

(5,884

)

$

733

$

(725

)

$

(5,483

)

Impact from redeemable non-controlling interests

(525

)

(525

)

Plus: Income tax provision

847

191

84

66

1,188

Plus: Interest and other expenses, net

4,153

13,131

358

468

18,110

Plus: Depreciation and amortization

964

22,542

279

155

23,940

Plus: Stock-based compensation

2,027

457

200

160

2,844

Plus: Contingent consideration, restructuring and other charges

352

194

8

6

560

Adjusted EBITDA

$

8,736

$

30,106

$

1,662

$

130

$

40,634

Adjusted EBITDA margin

3.5

%

53.1

%

6.7

%

0.7

%

11.5

%

Three Months Ended March 31,

2026

2025

Non-GAAP net income and EPS:

Net loss attributable to common shareholders

$

(18,283

)

$

(5,483

)

Adjustment for accretion of tax equity financing fees

(46

)

(27

)

Impact from redeemable non-controlling interests

(525

)

Plus: Energy asset impairment

334

Plus: Contingent consideration, restructuring and other charges

352

560

Less: Income tax effect of Non-GAAP adjustments

(146

)

Non-GAAP net loss

$

(17,643

)

$

(5,621

)

Diluted net loss per common share

$

(0.35

)

$

(0.10

)

Effect of adjustments to net income

0.02

(0.01

)

Non-GAAP EPS

$

(0.33

)

$

(0.11

)

Non-GAAP Adjusted cash from operations:

Cash flows from operating activities

$

35,396

$

(28,304

)

Plus: proceeds from Federal ESPC projects

26,583

29,731

Non-GAAP Adjusted cash from operations

$

61,979

$

1,427

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, stock-based compensation expense, energy asset and goodwill impairment, contingent consideration, 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, stock-based compensation expense, impact from redeemable non-controlling interests, contingent consideration, 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 and goodwill impairment, contingent consideration, 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.

Non-GAAP Adjusted Cash from Operations

We define Non-GAAP adjusted cash from operations as cash flows from operating activities plus proceeds from ITC sales and proceeds from Federal ESPC projects. Cash received in payment of ITC sales are, as of our fiscal year 2025, treated as investing activities under GAAP. Federal ESPC projects are treated as financing cash flows under GAAP. These cash flows, however, correspond to benefits generated by the underlying assets and projects. Thus, we believe that adjusting operating cash flow to include the cash generated from ITC sales and 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 Non-GAAP adjusted cash from operations as a measure of liquidity because it captures all sources of cash associated with our operations.

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