8-K

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): August 7, 2018

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, MA	01701
(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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 o
	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 August 7, 2018, Ameresco, Inc. (“we” or the “Company”) announced its financial results for the quarter ended June 30, 2018. The Company also posted supplemental information with respect to its quarter ended June 30, 2018 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

The exhibits listed on the Exhibit Index immediately preceding such exhibits are furnished as part of this Current Report on Form 8-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.
Date: August 7, 2018	By:	/s/ John R. Granara, III
		John R. Granara, III
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on August 7, 2018
99.2	Supplemental Information dated as of August 7, 2018

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Media Relations	Kate Cronin, 508.661.2288, news@ameresco.com
	Investor Relations	John Granara, 508.661.2215, ir@ameresco.com
		Gary Dvorchak, CFA, The Blue Shirt Group, 323.240.5796,
		ir@ameresco.com

Ameresco Reports Second Quarter 2018 Financial Results

Second Quarter 2018 Financial Highlights (year over year):

• Revenues of $197.0 million, compared to $166.7 million, up 18%

• Net income attributable to common shareholders of $8.7 million, compared to $5.8 million, up 49%

• Net income per diluted share of $0.19, up 46%

• Adjusted EBITDA of $21.4 million, compared to $15.4 million, up 39%

• Non-GAAP EPS of $0.18, compared to $0.13, up 38%

• Record high project backlog of $2.0 billion, up 20%

• Added 26MWe to assets in development

FRAMINGHAM, MA - August 7, 2018 - Ameresco, Inc. (NYSE:AMRC), a leading energy efficiency and renewable energy company, today announced financial results for the fiscal quarter ended June 30, 2018. The Company has also furnished supplemental information in conjunction with this press release in a Current Report on Form 8-K. The supplemental information includes non-GAAP financial metrics, and has been posted to the “Investor Relations” section of the Company’s website at www.ameresco.com.

Management Commentary

“Our outstanding performance this quarter reinforces our confidence in the depth of our market opportunity, and the strength of Ameresco’s evolving business model,” said George P. Sakellaris, President and Chief Executive Officer of Ameresco. “High margin recurring revenue from our energy assets and operations and maintenance complement the robust growth in our core efficiency and infrastructure project business.  All of our lines of business have outstanding visibility.  We have a line of sight to $1.7 billion of recurring revenue over the next decade, while the project backlog has $2 billion of awarded and contracted business.  This combination of high visibility and accelerating growth are valuable characteristics that differentiate Ameresco’s business model.”

Financial Results

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

Second Quarter 2018

Revenues were $197.0 million, compared to $166.7 million. Operating income was $14.0 million, compared to $8.8 million.

Net income attributable to common shareholders was $8.7 million compared to $5.8 million, and net income per diluted share was $0.19 compared to $0.13. Non-GAAP EPS was $0.18 compared to $0.13.

Adjusted EBITDA, a non-GAAP financial measure, was $21.4 million, compared to $15.4 million.

Additional Second Quarter 2018 Operating Highlights:

• Cash flows used in operating activities were $20.1 million, compared to $19.4 million, and adjusted cash from operations, a non-GAAP financial measure, was $13.0 million, compared to $19.5 million.

• Total project backlog was $2.0 billion and consisted of:

◦ $679.1 million of fully-contracted backlog, representing signed customer contracts for installation or construction of projects, which we expect to convert into revenue over the next two to four years, on average; and

◦ $1.3 billion of awarded projects, representing projects in development for which we do not have signed contracts.

• Assets in development were $285.9 million or 114 MWe.

FY 2018 Guidance

Based on year to date performance and expectations for the remainder of 2018, Ameresco is revising its 2018 outlook. Ameresco expects net income per diluted share to be in the range of $0.65 to $0.75, total revenue to be in the range of $780 million to $820 million, and adjusted EBITDA to be in the range of $77 million to $87 million in 2018. This guidance excludes the impact of any non-controlling interest activity and our restructuring activities, as well as any related tax impact.

Share Repurchase Program

Through the end of the second quarter, the Company repurchased 2,085,497 shares of its Class A common stock for $11.5 million. The Company has approximately $3.5 million of remaining authorization under the share repurchase program it announced in May 2016.

Webcast Reminder

The Company will host a conference call today at 8:30 a.m. ET today to discuss results.

The conference call will be available via the following dial in numbers:

• U.S. Participants: Dial 1-877-359-9508 (Access Code: 5183618)

• International Participants: Dial 1-224-357-2393 (Access Code: 5183618)

Participants are advised to dial into the call at least ten minutes prior to register.

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 “Investor Relations” section of the Company’s website at www.ameresco.com.

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 Other Non-GAAP Disclosures and Non-GAAP Financial Guidance in the accompanying tables.

About Ameresco, Inc.

Founded in 2000, Ameresco, Inc. (NYSE:AMRC) is a leading independent provider of comprehensive services, energy efficiency, infrastructure upgrades, asset sustainability and renewable energy solutions for businesses and organizations throughout North America and Europe. Ameresco’s sustainability services include upgrades to a facility’s energy infrastructure and the development, construction and operation of renewable energy plants. Ameresco has successfully completed energy saving, environmentally responsible projects with federal, state and local governments, healthcare and educational institutions, housing authorities, and commercial and industrial customers. With its corporate headquarters in Framingham, MA, Ameresco has more than 1,000 employees providing local expertise in the United States, Canada, and the United Kingdom. For more information, visit www.ameresco.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 and backlog, as well as estimated future revenues and net income, 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 the timing of, and ability to, enter into contracts for awarded projects on the terms proposed; the timing of work we do on projects where we recognize revenue on a percentage of completion basis, including the ability to perform under recently signed contracts without unusual delay; demand for our energy efficiency and renewable energy solutions; our ability to arrange financing for our projects; 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 effects of our recent acquisitions and restructuring activities; 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; availability and costs of labor and equipment; the addition of new customers or the loss of existing customers; market price of the

Company's stock prevailing from time to time; the nature of other investment opportunities presented to the Company from time to time; the Company's cash flows from operations; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31,2017, filed with the U.S. Securities and Exchange Commission on March 7, 2018. In addition, 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.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	June 30,			December 31,
	2018			2017
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	27,952		$	24,262
Restricted cash	15,103			15,751
Accounts receivable, net	115,596			85,121
Accounts receivable retainage, net	14,669			17,484
Costs and estimated earnings in excess of billings	64,656			104,852
Inventory, net	8,264			8,139
Prepaid expenses and other current assets	14,853			14,037
Income tax receivable	17,237			6,053
Project development costs	16,095			11,379
Total current assets	294,425			287,078
Federal ESPC receivable	246,918			248,917
Property and equipment, net	6,255			5,303
Energy assets, net	404,888			356,443
Goodwill	57,268			56,135
Intangible assets, net	2,414			2,440
Other assets	31,927			27,635
Total assets	$	1,044,095		$	983,951
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portions of long-term debt and capital lease liabilities	$	27,451		$	22,375
Accounts payable	115,805			135,881
Accrued expenses and other current liabilities	22,800			23,260
Billings in excess of cost and estimated earnings	19,907			19,871
Income taxes payable	1,298			755
Total current liabilities	187,261			202,142
Long-term debt and capital lease liabilities, less current portions and net of deferred financing fees	221,274			173,237
Federal ESPC liabilities	238,617			235,088
Deferred income taxes, net	8,505			584
Deferred grant income	6,912			7,188
Other liabilities	18,496			18,754
Redeemable non-controlling interests	12,322			10,338
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2018 and December 31, 2017	—			—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 29,818,008 shares issued and 27,732,511 shares outstanding at June 30, 2018, 29,406,315 shares issued and 27,533,049 shares outstanding at December 31, 2017	3			3
Class B common stock, $0.0001 par value, 144,000,000 shares authorized, 18,000,000 shares issued and outstanding at June 30, 2018 and December 31, 2017	2			2
Additional paid-in capital	119,257			116,196
Retained earnings	247,080			235,844
Accumulated other comprehensive loss, net	(4,063		)	(5,626		)
Less - treasury stock, at cost, 2,085,497 shares at June 30, 2018 and 1,873,266 shares at December 31, 2017	(11,571		)	(9,799		)
Total stockholders' equity	350,708			336,620
Total liabilities, redeemable non-controlling interests and stockholders' equity	$	1,044,095		$	983,951

AMERESCO, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
	(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	196,982	$	166,665		$	364,392		$	301,275
Cost of revenues	154,206		131,257			286,143			239,943
Gross profit	42,776		35,408			78,249			61,332
Selling, general and administrative expenses	28,801		26,650			56,005			53,137
Operating income	13,975		8,758			22,244			8,195
Other expenses, net	3,966		1,738			7,510			3,564
Income before provision (benefit) for income taxes	10,009		7,020			14,734			4,631
Income tax provision (benefit)	1,307		1,060			(1,472		)	415
Net income	8,702		5,960			16,206			$	4,216
Net (income) loss attributable to redeemable non-controlling interests	—		(129		)	(516		)	971
Net income attributable to common shareholders	$	8,702	$	5,831		$	15,690		$	5,187
Net income per share attributable to common shareholders:
Basic	$	0.19	$	0.13		$	0.35		$	0.11
Diluted	$	0.19	$	0.13		$	0.34		$	0.11
Weighted average common shares outstanding:
Basic	45,470,000		45,463,000			45,469,000			45,488,000
Diluted	46,406,000		45,675,000			46,272,000			45,601,000

AMERESCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income	$	16,206		$	4,216
Adjustments to reconcile net income (loss) to cash flows from operating activities:
Depreciation of energy assets	12,946			10,220
Depreciation of property and equipment	1,072			1,336
Amortization of deferred financing fees	838			786
Amortization of intangible assets	502			716
Provision for bad debts	303			15
Gain on sale of assets	—			(104		)
Unrealized gain on ineffectiveness of interest rate swaps	(133		)	(178		)
Stock-based compensation expense	747			650
Deferred income taxes	9,174			(1,867		)
Unrealized foreign exchange (gain) loss	900			(712		)
Changes in operating assets and liabilities:
Accounts receivable	(23,750		)	18,561
Accounts receivable retainage	2,704			(779		)
Federal ESPC receivable	(69,276		)	(72,781		)
Inventory, net	(125		)	2,626
Costs and estimated earnings in excess of billings	29,824			4,101
Prepaid expenses and other current assets	3,490			906
Project development costs	(5,331		)	(4,066		)
Other assets	(1,380		)	406
Accounts payable, accrued expenses and other current liabilities	(24,365		)	(15,720		)
Billings in excess of cost and estimated earnings	(1,421		)	212
Other liabilities	578			(60		)
Income taxes payable	(10,640		)	97
Cash flows from operating activities	(57,137		)	(51,419		)
Cash flows from investing activities:
Purchases of property and equipment	(2,056		)	(1,231		)
Purchases of energy assets	(26,197		)	(51,393		)
Proceeds from sale of assets of a business	—			2,777
Acquisitions, net of cash received	(34,044		)	(2,409		)
Cash flows from investing activities	(62,297		)	(52,256		)
Cash flows from financing activities:
Payments of financing fees	(2,285		)	(1,614		)
Proceeds from exercises of options and ESPP	2,314			1,077
Repurchase of common stock	(1,772		)	(2,269		)
Proceeds from senior secured credit facility, net	6,100			13,200
Proceeds from long-term debt financings	58,634			41,565
Proceeds from Federal ESPC projects	69,664			74,036
Proceeds from Federal ESPC energy assets	690			—
Proceeds from sale-leaseback financings	—			21,454
Contributions from redeemable non-controlling interests, net	1,468			1,421
Payments on long-term debt	(10,776		)	(35,987		)
Cash flows from financing activities	124,037			112,883
Effect of exchange rate changes on cash	(231		)	(56		)
Net increase in cash, cash equivalents and restricted cash	4,372			9,152
Cash, cash equivalents and restricted cash, beginning of period	60,105			52,826
Cash, cash equivalents and restricted cash, end of period	$	64,477		$	61,978

Non-GAAP Financial Measures (in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Adjusted EBITDA:
Net income attributable to common shareholders	$	8,702		$	5,831		$	15,690		$	5,187
Impact from redeemable non-controlling interests	—			129			516			(971		)
Plus: Income tax provision (benefit)	1,307			1,060			(1,472		)	415
Plus: Other expenses, net	3,966			1,738			7,510			3,564
Plus: Depreciation and amortization of intangible assets	7,413			6,090			14,520			12,272
Plus: Stock-based compensation	392			307			747			650
Plus: Restructuring and other charges	(352		)	244			(320		)	244
Adjusted EBITDA	$	21,428		$	15,399		$	37,191		$	21,361
Adjusted EBITDA margin	10.9		%	9.2		%	10.2		%	7.1		%
Non-GAAP net income and EPS:
Net income attributable to common shareholders	$	8,702		$	5,831		$	15,690		$	5,187
Impact from redeemable non-controlling interests	—			129			516			(971		)
Plus: Restructuring and other charges	(352		)	244			(320		)	244
Plus: Income tax effect of non-GAAP adjustments	—			(44		)	(27		)	(44		)
Non-GAAP net income	$	8,350		$	6,160		$	15,859		$	4,416
Diluted net income per common share	$	0.19		$	0.13		$	0.34		$	0.11
Effect of adjustments to net income	(0.01		)	—			—			(0.01		)
Non-GAAP EPS	$	0.18		0.13			0.34			0.10
Adjusted cash from operations:
Cash flows from operating activities	$	(20,067	)	$	(19,408	)	$	(57,137	)	$	(51,419	)
Plus: proceeds from Federal ESPC projects	33,083			38,869			69,664			74,036
Adjusted cash from operations	$	13,016		$	19,461		$	12,527		$	22,617
	Three Months Ended June 30,
	2018			2017
	(Unaudited)			(Unaudited)
Construction backlog:
Awarded(1)	$	1,298,500		$	1,013,500
Fully-contracted	679,100			631,400
Total construction backlog	$	1,977,600		$	1,644,900
Energy assets in development(2)	$	285,900		$	202,400

	Three Months Ended June 30				Six Months Ended June 30
	2018		2017		2018		2017
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
New contracts and awards:
New contracts	$	221,800	$	238,400	$	356,800	$	293,500
New awards(1)	$	227,300	$	113,700	$	456,300	$	349,400

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

(2) Estimated total construction value of all energy assets in construction and development

Non-GAAP Financial Guidance

Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA):
(in thousands)
Year Ended December 31, 2018
	Low		High
Operating income	$	46,000	$	54,000
Depreciation and amortization of intangible assets	30,000		31,000
Stock-based compensation	1,000		2,000
Restructuring and other charges	—		—
Adjusted EBITDA	$	77,000	$	87,000

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 Other Non-GAAP Disclosure 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 operating income before depreciation, amortization of intangible assets, stock-based compensation expense, restructuring charges, loss related to a significant non-core project in Canada and charges related to a significant customer bankruptcy. 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, stock-based compensation expense, restructuring charges and loss related to a significant non-core project in Canada. 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 restructuring charges, loss related to a significant non-core project in Canada, impact from redeemable non-controlling interest and charges related to a significant customer bankruptcy. 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.

EX-99.2

Q2 2018 SUPPLEMENTAL INFORMATION AUGUST 7, 2018

Forward Looking Statements Any statements in this presentation about future expectations, plans and prospects for Ameresco, Inc., including statements about market conditions, pipeline and backlog, as well as estimated future revenues and net income, 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 the timing of, and ability to, enter into contracts for awarded projects on the terms proposed; the timing of work we do on projects where we recognize revenue on a percentage of completion basis, including the ability to perform under recently signed contracts without unusual delay; our ability to place solar assets into service as planned; demand for our energy efficiency and renewable energy solutions; our ability to arrange financing for our projects; 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 effects of our recent acquisitions and restructuring activities; 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; availability and costs of labor and equipment; the addition of new customers or the loss of existing customers; market price of the Company's stock prevailing from time to time; the nature of other investment opportunities presented to the Company from time to time; the Company's cash flows from operations and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission on March 7, 2018. In addition, 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 includes references to adjusted EBITDA, adjusted cash from operations, non-GAAP net income and non-GAAP earnings per share, 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 Appendix in 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 tables in the Appendix to this presentation titled “GAAP to Non- GAAP Reconciliation,” Non-GAAP Financial Guidance” and “Non-GAAP Financial Measures.” ©2018 Ameresco, Inc. All rights reserved. 2

Q2 2018 HIGHLIGHTS $21.4M $8.7M +39% $197M +18% Adj. EBITDA Net Income Q2 EBITDA driven by EBITDA growth Revenue growth greater project EBITDA up 39% y/y Revenue up 18% y/y up 49% y/y revenue and energy Revenue assets Q2 Revenue driven by an increase in projects and energy assets ©2018 Ameresco, Inc. All rights reserved. 3

ENERGY EFFICIENCY: ISLAND PALM COMMUNITIES Over 150,000 LED lights within the houses and 3,000 street lights. ENERGY SECURITY MODERNIZATION PROJECT Over 5,000 high efficiency water source heat pumps with smart thermostats, water fixture replacements, insulation and sealing work. Partnership with Lendlease to modernize over 5,800 privatized military housing homes in Hawaii. ENERGY GENERATION: • New highly-efficient HVAC systems improve resident comfort, reduce 6.1MW of new rooftop solar PV energy systems to further reduce IPC’s mechanical outages, and standardize HVAC system type across the portfolio net effective portfolio electric rate and carbon footprint by increasing the to lower O&M costs. Added ductwork provides higher resident satisfaction in existing homes without central air. proportionate use of clean renewable energy and decreasing consumption of grid-supplied power. • Housing envelope improvements, weatherization sealing, attic insulation. • Domestic water conservation including high efficiency toilets and low-flow aerators and showerheads. • 150,000 residential LED lights and 3,000 LED street lights. OPERATIONS & MAINTENANCE: 25-year O&M agreement for the solar and HVAC maintenance. • 6.1MW of new rooftop solar PV energy systems. • Maximized utility rebates for lighting and HVAC through partnership with local utility. PROJECT DETAILS $152 MILLION $21 MILLION $131 MILLION $13.8 MILLION ENERGY EFFICIENCY SOLAR PV 25-YEAR O&M SAVED UPGRADES AGREEMENT ANNUALLY ©2018 Ameresco, Inc. All rights reserved. 4

SOURCES OF REVENUE Q2 2018 $139.0M $38.7M $19.3M Projects Recurring Other Energy efficiency and Energy & incentive revenue from Services, software and renewable energy projects owned solar and renewable gas integrated PV assets; plus recurring O&M from projects ©2018 Ameresco, Inc. All rights reserved. 5

63% OF PROFIT CAME FROM RECURRING LINES OF BUSINESS YTD 2018 RECURRING Other 21% O&M 6% Assets 13% Projects 12% $37M 31% Projects $364M ` O&M Adjusted 69% Revenue 9% EBITDA* Other 10% Assets 50% 63% * Adjusted EBITDA percentage amounts exclude unallocated corporate expenses. ©2018 Ameresco, Inc. All rights reserved. 6

ENERGY ASSET PORTFOLIO – 6/30/2018 RNG 16% Renewable In Energy Assets Development/ Gas 64% 212 MWe Construction Solar 78% 114 MWe Solar 36% Other 6% 212 MWe of Energy Assets. Renewable Gas 114 MWe in development & construction. is 135 MWe, Solar is 77 MW* Renewable Gas is 18 MWe, Solar is 90 MW, Other is 6 MW* * Numbers may not sum due to rounding ©2018 Ameresco, Inc. All rights reserved. 7

DIVERSIFIED PORTFOLIO OF ENERGY ASSETS OPERATING DEVELOPMENT/ CONSTRUCTION ©2018 Ameresco, Inc. All rights reserved. 8

ENERGY ASSET BALANCE SHEET – 6/30/2018 Energy Energy Assets Operating Total Debt $329M Debt $405M $256M $203M Development/ Construction Corporate $76M $53M $76M out of the $405M energy assets on $203M out of the $256M of total debt on our our balance sheet are still in development or balance sheet is debt associated with our construction. energy assets. $201M of the energy debt is non-recourse to Ameresco, Inc. * Numbers may not sum due to rounding ©2018 Ameresco, Inc. All rights reserved. 9

AMERESCO HAS STRONG MULTI-YEAR VISIBILITY Contracted Project Backlog: 12-36 months to Revenue $679M Awarded Project Backlog: 18-42 months to Revenue $1.3B Operating Energy Assets: 13 year weighted average PPA remaining $850M* *Estimated contracted revenue and incentives during PPA period $894M O&M Backlog: 15 year weighted average lifetime ©2018 Ameresco, Inc. All rights reserved. 10

SUSTAINABLE AND PROFITABLE BUSINESS MODEL EXPANDING EARNINGS AT A FASTER RATE THAN REVENUE BY GROWING HIGHER MARGIN RECURRING LINES OF BUSINESS Revenue ($M) Adjusted EBITDA ($M) 82 800 717 63 631 651 574 593 56 46 41 30 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Guidance Guidance Mid Point Mid Point FY 2018 revenue, adjustedGuidance EBITDA reaffirmed and EPS August guidance 9, 2017 was revised 8/7/2018. ©2018 Ameresco, Inc. All rights reserved. 11

APPENDIX

ENERGY ASSET METRICS Energy Asset Metrics (in thousands, except megawatt equivalents ("MWe")) As of June 30, 2018 2017 MWe $ MWe $ Energy Assets: In Operations 212.0 329,131 175.0 244,686 In Development/Construction 114.4 75,757 95.2 103,786 Total Energy Assets 326.4 $404,888 270.2 $348,472 Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Energy Assets Performance: Revenues $22,791 $17,894 $44,286 $33,308 Adjusted EBITDA $13,922 $11,037 $27,672 $19,219 As of June 30, 2018 2017 Energy Assets Debt Financing: In Operations 169,796 106,684 In Development/Construction 33,400 34,383 Total Debt Financing $203,196 $141,067 ©2018 Ameresco, Inc. All rights reserved. 13

GAAP TO NON-GAAP RECONCILIATION   Three Months Ended June 30, Six Months Ended June 30,   2018 2017 2018 2017   (Unaudited) (Unaudited) (Unaudited) (Unaudited) Adjusted EBITDA:     Net income attributable to common shareholders $8,702 $5,831 $15,690 $5,187 Impact of redeemable non-controlling interests - 129 516 (971) Plus: Income tax provision 1,307 1,060 (1,472) 415 Plus: Other expenses, net 3,966 1,738 7,510 3,564 Plus: Depreciation and amortization of intangible assets 7,413 6,090 14,520 12,272 Plus: Stock-based compensation 392 307 747 650 Plus: Restructuring and other charges (352) 244 (320) 244 Adjusted EBITDA $21,428 $15,399 $37,191 $21,361 Adjusted EBITDA margin 10.9% 9.2% 10.2% 7.1% Non-GAAP net income and EPS: Net income attributable to common shareholders $8,702 $5,831 $15,690 $5,187 Impact of redeemable non-controlling interests - 129 516 (971) Plus: Restructuring and other charges (352) 244 (320) 244 Plus: Income Tax effect of non-GAAP adjustments - (44) (27) (44) Non-GAAP net income $8,350 $6,160 $15,859 $4,416 Earnings per share: Diluted net income per common share $0.19 $0.13 $0.34 $0.11 Effect of adjustments to net income (0.01) - - (0.01) Non-GAAP EPS $0.18 $0.13 $0.34 $0.10 Adjusted cash from operations: Cash flows from operating activities ($20,067) ($19,408) ($57,137) ($51,419) Plus: proceeds from Federal ESPC projects 33,083 38,869 69,664 74,036 Adjusted cash from operations $13,016 $19,461 $12,527 $22,617 ©2018 Ameresco, Inc. All rights reserved. 14

PERFORMANCE BY SEGMENT Performance by Segment (in thousands): Three Months Ended Six Months Ended Adjusted Adjusted Revenues EBITDA Revenues EBITDA June 30, 2018 U.S. Regions $88,778 $7,268 $163,469 $14,567 U.S. Federal 58,214 10,998 105,999 17,739 Canada 7,958 464 16,862 (587) Non-Solar DG 19,921 8,269 38,038 16,171 All Other 21,554 1,292 39,491 2,593 Unallocated corporate activity 557 (6,863) 533 (13,292) Total Consolidated $196,982 $21,428 $364,392 $37,191 June 30, 2017 U.S. Regions $64,834 $4,740 $109,323 $3,202 U.S. Federal 59,106 9,836 107,030 16,229 Canada 8,991 1,005 18,492 1,222 Non-Solar DG 15,211 5,715 30,856 11,639 All Other 18,557 871 35,636 2,267 Unallocated corporate activity (33) (6,768) (61) (13,198) Total Consolidated $166,665 $15,399 $301,275 $21,361 Small Scale Infrastructure segment has been renamed Non-Solar Distributed Generation “DG” Solar electricity and SREC revenue previously attributed to Small Scale Infrastructure has been reclassified into U.S. Regions ©2018 Ameresco, Inc. All rights reserved. 15

SEGMENTS BY LINE OF BUSINESS – THREE MONTHS Segment Revenues by Line of Business for the Three Months Ended June 30 (in thousands): Non-Solar Total U.S. Regions   U.S. Federal   Canada   DG   All Other   Consolidated 2018 Project $80,877 $47,437 $5,316 $1,201 $4,200 $139,031 Energy Assets 3,799 1,140 1,017 16,501 334 22,791 O&M 4,069 9,566 2,258 15,893 Integrated-PV 10,442 10,442 Other Services 33 71 1,625 (39) 7,135 8,825 Total Revenues $88,778 $58,214 $7,958 $19,921 $22,111 $196,982 2017 Project $56,690 $48,037 $6,449 $1,202 $714 $113,092 Energy Assets 3,249 1,102 919 12,373 251 17,894 O&M 4,508 9,750 1,568 15,826 Integrated-PV 10,345 10,345 Other Services 386 216 1,624 68 7,214 9,508 Total Revenues $64,834 $59,106 $8,991 $15,211 $18,524 $166,665 Small Scale Infrastructure segment has been renamed Non-Solar Distributed Generation “DG” Solar electricity and SREC revenue previously attributed to Small Scale Infrastructure has been reclassified into U.S. Regions ©2018 Ameresco, Inc. All rights reserved. 16

SEGMENTS BY LINE OF BUSINESS – SIX MONTHS Segment Revenues by Line of Business for the Six Months Ended June 30 (in thousands): Non-Solar Total U.S. Regions   U.S. Federal   Canada   DG   All Other   Consolidated 2018 Project $146,317 $85,275 $12,253 $2,100 $4,770 $250,715 Energy Assets 8,780 1,909 1,383 31,615 599 44,286 O&M 7,964 18,744 19 4,254 30,981 Integrated-PV 20,773 20,773 Other Services 408 71 3,207 69 13,882 17,637 Total Revenues $163,469 $105,999 $16,862 $38,038 $40,024 $364,392 2017 Project $94,457 $85,996 $14,165 $2,320 $1,599 $198,537 Energy Assets 4,763 1,536 1,303 25,172 534 33,308 O&M 8,563 18,911 3,086 30,561 Integrated-PV 18,501 18,501 Other Services 1,539 587 3,024 278 14,940 20,368 Total Revenues $109,323 $107,030 $18,492 $30,856 $35,575 $301,275 Small Scale Infrastructure segment has been renamed Non-Solar Distributed Generation “DG” Solar electricity and SREC revenue previously attributed to Small Scale Infrastructure has been reclassified into U.S. Regions ©2018 Ameresco, Inc. All rights reserved. 17

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