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): April 30, 2019

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 April 30, 2019, Ameresco, Inc. (“we” or the “Company”) announced its financial results for the quarter ended March 31, 2019. The Company also posted supplemental information with respect to its quarter ended March 31, 2019 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: April 30, 2019	By:	/s/ Mark Chiplock
		Mark Chiplock
		Vice President and Interim Chief Financial Officer (duly authorized and principal financial officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by the Company on April 30, 2019
99.2	Supplemental Information dated as of April 30, 2019

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Media Relations	Leila Dillon, 508.661.2264, news@ameresco.com
	Investor Relations	Mark Chiplock, 508.661.2255, ir@ameresco.com
		Gary Dvorchak, CFA, The Blue Shirt Group, 323.240.5796,
		ir@ameresco.com

Ameresco Reports First Quarter 2019 Financial Results

First Quarter 2019 Financial Highlights:

• Revenues of $150.1 million

• Net income attributable to common shareholders of $4.1 million

• Net income per diluted share of $0.09

• Adjusted EBITDA of $14.2 million

• Non-GAAP EPS of $0.02

• Added 96 MWe of assets in development and placed 7 MWe of assets into operations

FRAMINGHAM, MA - April 30, 2019 - Ameresco, Inc. (NYSE:AMRC), a leading energy efficiency and renewable energy company, today announced financial results for the fiscal quarter ended March 31, 2019. 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

“We are off to a great start in 2019, with solid financial results and tremendous growth in our assets in development pipeline,” said George P. Sakellaris, President and Chief Executive Officer of Ameresco. “Energy assets in development more than doubled year over year, and now represents 267 MWe.  This important growth in asset development is complemented by the expansion of our project backlog, greatly improving our long-term visibility.  Across North America, our regional teams are now highly engaged in both winning projects and developing energy assets.  Growing our visibility toward high margin, recurring revenue deepens our confidence, both in the outlook for this year and over the longer-term.”

Financial Results

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

First Quarter 2019

Revenues were $150.1 million, compared to $167.4 million. Operating income was $6.5 million, compared to $8.3 million.

Net income attributable to common shareholders was $4.1 million compared to $7.0 million, and net income per diluted share was $0.09 compared to $0.15. Non-GAAP EPS was $0.02 compared to $0.16.

Net income attributable to common shareholders for prior year included a discrete tax benefit resulting from the extension of energy efficiency deductions available under IRC Section 179D. The benefit was approximately $3.8 million or $0.08 per diluted share.

Adjusted EBITDA, a non-GAAP financial measure, was $14.2 million, compared to $15.8 million.

Additional First Quarter 2019 Operating Highlights:

• Cash flows used in operating activities were $58.1 million, compared to $37.1 million, and adjusted cash used in operations, a non-GAAP financial measure, was $18.5 million, compared to $0.5 million.

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

• Fully-contracted backlog of $753.6 million, representing signed customer contracts for installation or construction of projects, which we expect to convert into revenue over the next one to three 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 $549.3 million or 267 MWe.

FY 2019 Guidance

Based on year to date performance and expectations for the remainder of 2019, Ameresco is raising the lower end of its 2019 earnings guidance. Ameresco now expects net income per diluted share to be in the range of $0.77 to $0.85 and adjusted EBITDA to be in the range of $95 million to $103 million in 2019. Ameresco reaffirms total revenue to be in the range of $845 million to $885 million. This guidance excludes the impact of any non-controlling interest activity, our restructuring activities, our deconsolidation of a VIE, as well as any related tax impact. Also 2019 guidance does not assume any benefit from IRC Section 179D deductions, which in 2018 provided a benefit of $5.8 million, and has since expired.

Share Repurchase Program

Through the end of the first quarter, the Company repurchased 2,091,040 shares of its Class A common stock for $11.6 million. The Company has approximately $3.4 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 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: 4059384)

• International Participants: Dial 1-224-357-2393 (Access Code: 4059384)

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 31,2018, filed with the U.S. Securities and Exchange Commission on March 8, 2019. 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 amounts)

	March 31,			December 31,
	2019			2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	25,487		$	61,397
Restricted cash	14,994			16,880
Accounts receivable, net	81,896			85,985
Accounts receivable retainage, net	14,762			13,516
Costs and estimated earnings in excess of billings	92,264			86,842
Inventory, net	8,930			7,765
Prepaid expenses and other current assets	14,437			11,571
Income tax receivable	1,727			5,296
Project development costs	25,834			21,717
Total current assets	280,331			310,969
Federal ESPC receivable	310,922			293,998
Property and equipment, net	7,073			6,985
Energy assets, net	476,582			459,952
Goodwill	58,835			58,332
Intangible assets, net	2,310			2,004
Operating lease assets	30,350			—
Other assets	32,273			29,394
Total assets	$	1,198,676		$	1,161,634
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portions of long-term debt and capital lease liabilities	$	55,731		$	26,890
Accounts payable	102,432			134,330
Accrued expenses and other current liabilities	28,491			35,947
Current operating lease liabilities	5,082			—
Billings in excess of cost and estimated earnings	25,354			24,363
Income taxes payable	1,196			1,100
Total current liabilities	218,286			222,630
Long-term debt and capital lease liabilities, less current portions and net of deferred financing fees	197,014			219,162
Federal ESPC liabilities	321,954			288,047
Deferred income taxes, net	4,066			4,352
Deferred grant income	6,499			6,637
Long-term portions of operating lease liabilities	27,305			—
Other liabilities	28,474			29,212
Redeemable non-controlling interests	13,341			14,719
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2019 and December 31, 2018	—			—
Class A common stock, $0.0001 par value, 500,000,000 shares authorized, 30,428,466 shares issued and 28,337,426 shares outstanding at March 31, 2019, 30,366,546 shares issued and 28,275,506 shares outstanding at December 31, 2018	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, 2019 and December 31, 2018	2			2
Additional paid-in capital	125,685			124,651
Retained earnings	274,170			269,806
Accumulated other comprehensive loss, net	(6,485		)	(5,949		)

	March 31,			December 31,
	2019			2018
Less - treasury stock, at cost, 2,091,040 shares at March 31, 2019 and 1,873,266 shares at December 31, 2018	(11,638		)	(11,638		)
Total stockholders' equity	381,737			376,875
Total liabilities, redeemable non-controlling interests and stockholders' equity	$	1,198,676		$	1,161,634

AMERESCO, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

	Three Months Ended March 31,
	2019		2018
	(Unaudited)		(Unaudited)
Revenues	$	150,112	$	167,410
Cost of revenues	117,480		131,937
Gross profit	32,632		35,473
Selling, general and administrative expenses	26,083		27,204
Operating income	6,549		8,269
Other expenses, net	3,421		3,544
Income before provision (benefit) for income taxes	3,128		4,725
Income tax provision (benefit)	257		(2,779		)
Net income	2,871		7,504
Net (income) loss attributable to redeemable non-controlling interests	1,276		(516		)
Net income attributable to common shareholders	$	4,147	$	6,988
Net income per share attributable to common shareholders:
Basic	$	0.09	$	0.15
Diluted	$	0.09	$	0.15
Weighted average common shares outstanding:
Basic	46,293		45,373
Diluted	47,654		45,994

AMERESCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2019			2018
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net income	$	2,871		$	7,504
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation of energy assets	8,407			6,312
Depreciation of property and equipment	619			542
Amortization of deferred financing fees	693			419
Amortization of intangible assets	213			253
Accretion of ARO and contingent consideration	51			—
Provision for bad debts	77			64
Gain on deconsolidation of VIE	(2,160		)	—
Net gain from derivatives	(723		)	(12		)
Stock-based compensation expense	385			355
Deferred income taxes	—			(3,027		)
Unrealized foreign exchange (gain) loss	(59		)	492
Changes in operating assets and liabilities:
Accounts receivable	4,718			(1,837		)
Accounts receivable retainage	(1,201		)	(2,453		)
Federal ESPC receivable	(26,986		)	(37,967		)
Inventory, net	(1,165		)	(544		)
Costs and estimated earnings in excess of billings	(1,027		)	30,363
Prepaid expenses and other current assets	(2,939		)	(4,578		)
Project development costs	(3,688		)	(2,325		)
Other assets	549			540
Accounts payable, accrued expenses and other current liabilities	(40,975		)	(33,309		)
Billings in excess of cost and estimated earnings	809			1,190
Other liabilities	(228		)	(674		)
Income taxes payable	3,666			1,617
Cash flows used in operating activities	(58,093		)	(37,075		)
Cash flows from investing activities:
Purchases of property and equipment	(1,287		)	(1,015		)
Purchases of energy assets	(23,334		)	(34,161		)
Acquisitions, net of cash received	(1,279		)	—
Contributions to equity investment	(192		)	—
Cash flows from investing activities	(26,092		)	(35,176		)
Cash flows from financing activities:
Payments of financing fees	—			(575		)
Proceeds from exercises of options and ESPP	649			691
Repurchase of common stock	—			(1,771		)
Proceeds for senior secured credit facility, net	11,373			17,404
Proceeds from long-term debt financings	—			33,501
Proceeds from Federal ESPC projects	39,598			36,581
Proceeds for energy assets from Federal ESPC	1,732			717
Distributions to redeemable non-controlling interests	(103		)	(103		)
Payments on long-term debt	(5,716		)	(2,322		)
Cash flows from financing activities	47,533			84,123
Effect of exchange rate changes on cash	140			(180		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(36,512		)	11,692
Cash, cash equivalents and restricted cash, beginning of period	97,913			60,105
Cash, cash equivalents and restricted cash, end of period	$	61,401		$	71,797

Non-GAAP Financial Measures (in thousands)

	Three Months Ended March 31,
	2019			2018
	(Unaudited)			(Unaudited)
Adjusted EBITDA:
Net income attributable to common shareholders	$	4,147		$	6,988
Impact from redeemable non-controlling interests	(1,276		)	516
Plus: Income tax provision	257			(2,779		)
Plus: Other expenses, net	3,421			3,544
Plus: Depreciation and amortization of intangible assets	9,239			7,107
Plus: Stock-based compensation	385			355
Plus: Restructuring and other charges	149			32
Less: Gain on deconsolidation of VIE	(2,160		)	—
Adjusted EBITDA	$	14,162		$	15,763
Adjusted EBITDA margin	9.4		%	9.4		%
Non-GAAP net income and EPS:
Net income attributable to common shareholders	$	4,147		$	6,988
Impact from redeemable non-controlling interests	(1,276		)	516
Plus: Restructuring and other charges	98			32
Less: Gain on deconsolidation of VIE	(2,160		)	—
Less: Income tax effect of non-GAAP adjustments	—			(27		)
Non-GAAP net income	$	809		$	7,509
Diluted net income per common share	$	0.09		$	0.15
Effect of adjustments to net income	(0.07		)	0.01
Non-GAAP EPS	$	0.02		$	0.16
Adjusted cash from operations:
Cash flows from operating activities	$	(58,093	)	$	(37,075	)
Plus: proceeds from Federal ESPC projects	39,598			36,581
Adjusted cash from operations	$	(18,495	)	$	(494	)
	Three Months Ended March 31,
	2019			2018
	(Unaudited)			(Unaudited)
Construction backlog:
Awarded(1)	$	1,283,000		$	1,293,000
Fully-contracted	753,600			595,600
Total construction backlog	$	2,036,600		$	1,888,600
Energy assets in development(2)	$	549,300		$	221,400

	Three Months Ended March 31,
	2019		2018
	(Unaudited)		(Unaudited)
New contracts and awards:
New contracts	$	114,000	$	135,000
New awards(1)	$	155,000	$	229,000

(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, 2019
	Low			High
Operating income	$	61,000		$	67,000
Depreciation and amortization of intangible assets	35,000			36,000
Stock-based compensation	1,000			2,000
Restructuring and other charges	(2,000		)	(2,000		)
Adjusted EBITDA	$	95,000		$	103,000

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, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, restructuring charges, and gain upon deconsolidation of a variable interest entity ("VIE"). 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, restructuring charges, and gain upon deconsolidation of a VIE. 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, gain upon deconsolidation of a VIE and impact from redeemable non-controlling interest. 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

Q1 2019 SUPPLEMENTAL INFORMATION APRIL 30, 2019

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, 2018, filed with the U.S. Securities and Exchange Commission on March 8, 2019. 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

Q1 2019 HIGHLIGHTS $14.2M $4.1M -10% $150M 21.7% Adj. EBITDA Net Income Q1 EBITDA driven by EBITDA change Gross Margin higher recurring GAAP Net Income EBITDA down 10% y/y Gross Margin up revenues Revenue down 41% y/y 240bps y/y Q1 Revenue driven by an increase in Energy Assets ©2018 Ameresco, Inc. All rights reserved. 3

SOURCES OF REVENUE Q1 2019 $87.4M $40.2M $22.5M 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. 4

75% OF PROFIT CAME FROM RECURRING LINES OF BUSINESS Q1 2019 RECURRING 27% Assets Other Projects 17% 16% 9% O&M O&M 10% $150M 10% $14M Revenue` Adjusted Projects EBITDA* 58% Other 15% Assets 65% * Adjusted EBITDA percentage amounts exclude unallocated corporate expenses. 75% ©2018 Ameresco, Inc. All rights reserved. 5

ENERGY ASSET PORTFOLIO – 3/31/2019 RNG 13% Operating Renewable Gas In Development/ Energy Assets 60% Construction 236 MWe 267 MWe Solar 84% Solar 40% Other 3% 236 MWe of Energy Assets. Renewable Gas 267 MWe in development & construction. is 141 MWe, Solar is 95 MW* Renewable Gas is 34 MWe, Solar is 225 MW, Other is 8 MW* * Numbers may not sum due to rounding ©2018 Ameresco, Inc. All rights reserved. 6

ENERGY ASSET BALANCE SHEET – 3/31/2019 Energy Operating Debt: Energy Assets $418M Total Debt $477M Operating $260M $194M Energy Debt: Construction $13M Development/ Construction Corporate Debt $53M $59M $59M out of the $477M energy assets on $207M out of the $260M of total debt on our our balance sheet are still in development or balance sheet is debt associated with our construction. energy assets. $205M of the energy debt is non-recourse to Ameresco, Inc. * Numbers may not sum due to rounding ©2018 Ameresco, Inc. All rights reserved. 7

AMERESCO HAS STRONG MULTI-YEAR VISIBILITY Awarded Project Backlog: ~6-18 months to Contract $1.3B Contracted Project Backlog: ~12-36 months of Revenue $754M Operating Energy Assets: 13 year weighted average PPA remaining $900M* *Estimated contracted revenue and incentives during PPA period $918M O&M Backlog: 15 year weighted average lifetime ©2018 Ameresco, Inc. All rights reserved. 8

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) $865  $787  $717  $99 $631  $651  $91 $593  $63 $56 $41 $46 2014 2015 2016 2017 2018 2019 2014 2015 2016 2017 2018 2019 Guidance Guidance Mid Point Mid Point FY 2019 guidance updatedGuidance 4/30/2019. reaffirmed August 9, 2017 ©2018 Ameresco, Inc. All rights reserved. 9

APPENDIX

ENERGY ASSET METRICS Energy Asset Metrics (in thousands, except megawatt equivalents "MWe") As of March 31, 2019 2018 MWe $ MWe $ Energy Assets: In Operations 235.0 417,504 210.2 328,171 In Development/Construction 267.2 59,078 90.0 53,553 Total Energy Assets 502.2 $476,582 300.2 $381,724 Three Months Ended March 31, Twelve Months Ended December 31, 2019 2018 2018 2017 Energy Assets Performance: Revenues $24,985 $21,494 $24,985 $21,494 Adjusted EBITDA $15,392 $13,750 $15,392 $13,750 As of March 31, 2019 2018 Energy Assets Debt Financing: In Operations 193,705 159,524 In Development/Construction 13,245 19,903 Total Debt Financing $206,950 $179,427 ©2018 Ameresco, Inc. All rights reserved. 11

GAAP TO NON-GAAP RECONCILIATION   Three Months Ended March 31,   2019 2018   (Unaudited) (Unaudited) Adjusted EBITDA:    Net income attributable to common shareholders $4,147 $6,988 Impact of redeemable non-controlling interests (1,276) 516 Plus: Income tax provision 257 (2,779) Plus: Other expenses, net 3,421 3,544 Plus: Depreciation and amortization of intangible assets 9,239 7,107 Plus: Stock-based compensation 385 355 Plus: Restructuring and other charges 149 32 Less: Gain on deconsolidation of assets (2,160) Adjusted EBITDA $14,162 $15,763 Adjusted EBITDA margin 9.4% 9.4% Non-GAAP net income and EPS: Net income attributable to common shareholders $4,147 $6,988 Impact of redeemable non-controlling interests (1,276) 516 Plus: Restructuring and other charges 98 32 Less: Gain on deconsolidation of assets (2,160) - Plus: Income Tax effect of non-GAAP adjustments - (27) Non-GAAP net income $809 $7,509 Earnings per share: Diluted net income per common share $0.09 $0.15 Effect of adjustments to net income (0.07) 0.01 Non-GAAP EPS $0.02 $0.16 Adjusted cash from operations: Cash flows from operating activities ($58,093) ($37,074) Plus: proceeds from Federal ESPC projects 39,598 36,581 Adjusted cash from operations ($18,495) ($493) ©2018 Ameresco, Inc. All rights reserved. 12

PERFORMANCE BY SEGMENT Three Months Ended Adjusted Revenues EBITDA March 31, 2019 U.S. Regions $55,597 $3,043 U.S. Federal 43,057 6,653 Canada 7,148 149 Non-Solar DG 21,230 8,411 All Other 23,104 3,002 Unallocated corporate activity (24) (7,096) Total Consolidated $150,112 $14,162 March 31, 2018 U.S. Regions $74,691 $7,296 U.S. Federal 47,785 6,740 Canada 8,904 (1,053) Non-Solar DG 18,117 7,898 All Other 17,937 1,299 Unallocated corporate activity (24) (6,417) Total Consolidated $167,410 $15,763 ©2018 Ameresco, Inc. All rights reserved. 13

SEGMENTS BY LINE OF BUSINESS – THREE MONTHS Segment Revenues by Line of Business for the Three Months Ended March 31 (in thousands): Non-Solar Total U.S. Regions   U.S. Federal   Canada   DG   All Other   Consolidated 2019 Project $45,704 $32,353 $5,234 $1,074 $3,067 $87,432 Energy Assets 6,021 643 320 17,699 302 24,985 O&M 3,318 9,858 2,035 15,211 Integrated-PV 11,451 11,451 Other Services 554 203 1,594 422 8,260 11,033 Total Revenues $55,597 $43,057 $7,148 $21,230 $23,080 $150,112 2018 Project $65,440 $37,838 $6,936 $899 $570 $111,683 Energy Assets 4,981 769 366 15,114 264 21,494 O&M 3,895 9,178 19 1,996 15,088 Integrated-PV 10,331 10,331 Other Services 375 1,583 108 6,748 8,814 Total Revenues $74,691 $47,785 $8,904 $18,117 $17,913 $167,410 ©2018 Ameresco, Inc. All rights reserved. 14

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