Ameresco, Inc.

Thank you for standing by. My name is Demi and I'll be your conference operator today. At this time, I would like to welcome everyone to the Amoresco Inc. fourth quarter and full year 2024 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press the star one again. I would now like to turn the conference over to Lita Dillon, Senior Vice President, Marketing and Communications. Please go ahead.

Thank you, Demi, and good afternoon, everyone. We appreciate you joining us for today's call. Our speakers on the call today will be George Sakalaris, Amoresco's Chairman and Chief Executive Officer, Mark Chiplock, Chief Financial Officer, and Nicole Bulgarino, President of Federal and Utility Infrastructure. In addition, Mike Backus and Josh Barabow will be available during Q&A to help answer questions. Before I turn the call over to George, I would like to make a brief statement regarding forward-looking remarks. Today's earnings materials contain forward-looking statements, including statements regarding our expectations. All forward-looking statements are subject to risks and uncertainties. Please refer to today's earnings materials, the Safe Harbor language on slide 2 of our supplemental information, and our SEC filings for a discussion of the major risk factors that could cause our actual results to differ from those in our forward-looking statements. In addition, we use several non-GAAP measures when presenting our financial results. We have included the reconciliations to these measures and additional information in our supplemental slides that were posted to our website. Please note that all comparisons that will be discussed today are on a year-over-year basis, unless otherwise noted. I will now turn the call over to George. George?

Thank you, Lila, and good afternoon, everyone. We ended 2024 on a strong note, which contributed to our annual revenue and adjusted EBITDA growth of 29% and 38%, respectively. We also delivered a record project backlog and placed a record level of energy assets into operation. Fourth quarter results were highlighted by 21% revenue and 59% adjusted EBITDA growth, with particular strength in our projects and energy asset businesses, as well as the benefit from the successful sale of our non-core AEG business. Growth in our contracted backlog was a key highlight. increasing 92% year-over-year with a record of $1.1 billion in conversions during the fourth quarter. This resulted in total project backlog growth of 24% year-over-year to a record $4.8 billion. During the quarter, we also brought an additional 31 megawatts of energy assets into operation, bringing our annual additions to a record 241 megawatts. Our total operating energy assets now stand at 731 megawatts, with another 637 megawatts in development. Well, I'm very proud of our team's accomplishments. We did encounter challenges from two large legacy projects. that significantly impacted our results during the fourth quarter and the full year. While we do our best to anticipate and mitigate these impacts, there are times when we experience schedule delays and significant inflation, which result in unrecoverable cost overruns. Over time, we have tightened our project review process and applied what we have learned to better mitigate these risks. We believe that the financial impact of those two projects is largely behind us. Importantly, our team strength lies in our ability to successfully execute and deliver on hundreds of projects in a dynamically changing industry. Now, I would like to give Nicole comment on the impact of the new administration in Washington. Nicole?

Thank you, George, and good afternoon, everyone. We are working diligently to stay on top of all the information and changes coming out of DC that might impact the industry. As many of you are aware, federal policies play an important role in our business. The federal government is a significant customer representing approximately 20% of our 2024 revenue. This work includes a wide variety of federal entities, both civilian and military. While to date, the direct impact to Amoresco has been minimal, We have encountered one cancellation on a project contracted earlier in January and a pause on two other contracts. And given the recent changes in the federal workforce, we are anticipating the potential for additional delays. That said, the majority of our federal projects are continuing in their normal cadence and on schedule. I believe that our federal work, especially through the well-established energy savings performance contract mechanism, is well aligned with the approach and goals of the current administration. ESTCs allow federal agencies to procure energy savings and facility improvements with no upfront capital costs or special appropriations from Congress. federal agencies have been using the ESPC contract vehicle for over 25 years to significantly reduce energy and operating costs in a budget neutral manner. As a reminder, the majority of our federal projects are focused on cost savings, resiliency, and upgrading critical infrastructure, which we believe will continue to be in great demand and is in line with the current administration's priorities. as shown through the large multimillion-dollar military housing contract we announced just last week. In addition, these ESTC projects are often signed with long O&M contracts, as proven by our current contracted O&M backlog that stands at over $1 billion. In closing, we will continue to closely monitor the impacts of the changes in D.C. However, we feel strongly that the fundamental drivers and benefits of our federal projects remain. I will now turn the call back over to George.

George. Thank you, Nicole. As we have mentioned in the past, we expect to continue to see long-term demand from our federal agency customers given the need for secure, resilient, and reliable power. But as always, we remain focused on policy changes that might impact our business and have incorporated the potential for delays and disruptions into our 2025 guidance, which Mark will discuss in his comments. And while we work through short-term challenges, we have built a diversified and resilient business model that we believe can manage through difficult environments. Beyond the multi-year visibility of our strong and growing project backlog, we have also purposely grown our recurring energy asset and O&M businesses, which now account for the majority of our annual adjusted EBITDA. These business lines generally have long-term contracts, providing annuity-like revenue visibility, helping us to mitigate short-term volatility in the project business. We also have deliberately expanded geographically, and Maresco now has operations in every state, Canada, the UK, and growing footprint in continental Europe. 2024 marked a significant milestone for this region with over 250 million in revenue generated from our expanding European business. I will now turn the call over to Mark. to comment on our financial performance and 2025 outlook. Mark?

Thank you, George, and good afternoon, everyone. Strong execution across our business led to a record revenue finish to the year, with total revenues in the quarter growing over 20% to $533 million, and each of our four business lines experiencing solid growth. Our project's business revenue grew 21%, reflecting our consistent focus on execution and conversion of our backlog. Energy asset revenue grew 31%, driven largely by the greater number of operating assets compared to last year. We added another 31 megawatts of assets into operations this quarter, bringing our full-year ads to a record 240 megawatts. Our base of operating assets now stands at 731 megawatts. O&M revenue grew 9% as we continued to win more long-term O&M business, while revenue from our other line of business grew 14%, with strong performances from our off-grid PV and consulting businesses. Gross margin of 12.5% for the quarter was significantly lower than expected. As George mentioned, unanticipated cost overruns on two projects negatively impacted gross profit by approximately $20 million, or 400 basis points. For the full year, the impact to gross profit from these two projects was approximately $38 million, or 260 basis points. We believe that the financial impact of these two projects is largely behind us. Operating income of $44.7 million, an increase of 31%, was bolstered by our revenue growth and the completed sale of our AEG business unit, which resulted in a gain recognized in the quarter of approximately $38 million. This increase was partially offset by non-cash asset impairment charges of $12 million, related primarily to the announced closing of one of our landfill gas sites by the county. We also saw higher depreciation expenses of $8 million, directly related to the growth of our operating asset portfolio. Net income attributable to common shareholders was $37.1 million, increasing by 15%. We continued to take advantage of clean energy tax incentives, which resulted in an effective tax rate benefit for 2024 of 59%, compared to a benefit of 67% in 2023. Fourth quarter adjusted EBITDA of $87.2 million increased 59%. The growth of our project backlog continued to be outstanding. Fueled by our business development activity, which remained very healthy, put over $700 million of new project awards in the quarter. Importantly, we added new awards at two times our 2024 project revenue. Total project backlog increased 24% to $4.8 billion. These metrics demonstrate our continued focus on execution and the strong demand for our projects. Turning to our balance sheet and cash flows, we ended the quarter in a solid cash position with approximately $109 million in cash. our total corporate debt declined to $243 million from $273 million as the cash proceeds from our sale of AEG were used to pay down a large portion of our outstanding term loan. During the fourth quarter, we successfully executed approximately $237 million in project financing commitments to help fund our asset business. Our adjusted cash from operations during the quarter was $54 million, bringing our full year total to $282 million. Our eight-quarter rolling average adjusted cash from operations was $46 million. Before turning to our 2025 guidance, I wanted to touch on some of the recent events impacting our R&G business. First, in December, Treasury finalized new rules governing the Section 48 Investment Tax Credit, These rules clarified that the ITC would apply to our RNG projects that began construction before the end of 2024 and were placed in service in 2023 or later. Importantly, we can choose to either use the tax credits internally or sell the credits to third-party investors under the transferability rules. Our RNG assets placed in service between 2023 and 2024 generated ITCs of approximately $100 million. part of which we recognized as a tax benefit in 2024, with the remainder expected to be sold for cash in 2025. In addition, we have safe harbored RNG projects expected to go COD between 2025 and 2027 with an estimated $200 million of additional potential credits. Second, in January, the Treasury released its initial guidance on the Section 45Z Clean Fuels Production Tax Credit, 45Z, which takes effect this year, provides a tax credit for the production of transportation fuels sold from 2025 through 2027. All of our landfill RNG plans qualify for this credit, and like the ITC, we have the option to either use the credit ourselves to lower our tax rate or to sell them to third parties for cash. Once the guidance is finalized, we believe our total annual benefit from 45Z could be approximately $8 to $10 million. Finally, DE3 RIN prices weakened at the end of last year, fueled by the EPA's proposed rule to partially waive the 2024 cellulosic biofuel volume requirement due to a forecasted shortfall in production. While the waiver has not yet been finalized, our guidance reflects the current market for RINs. We continue to deploy our dynamic hedging strategy to manage the risks associated with RIN price volatility and its impact on our earnings. As of today, less than 30% of our overall expected 2025 RIN generation is merchants. Now turning to 2025 guidance. We believe our guidance reflects the current unpredictable political and regulatory environment. We are guiding revenue of $1.9 billion and adjusted EBITDA of $235 million at the midpoints of our ranges. Included in our EPS guidance is the anticipation of an estimated net tax benefit. but the benefit will likely be lower than last year as we optimize the mix of credits that we keep versus credits that we sell for cash. We anticipate placing approximately 100 to 120 megawatts of energy assets in service, including one to two RNG plants. Our expected capex is $350 million to $400 million, the majority of which we expect to fund with additional energy asset debt, tax equity, or tax credit sales. For additional clarity on our EPS guidance, I thought it would be helpful to provide more color on certain factors that have an impact on EPS, depreciation, interest expenses, and non-controlling interests. As our energy asset portfolio grows, we anticipate a corresponding increase in our depreciation expenses. Additionally, our strategic use of non-recourse debt to finance this growth will lead to higher interest expenses. And as we expand our global footprint, we will continue to use strategic joint venture arrangements, which allow us to leverage our partners' local expertise and resources. Our Amoresco Senel Energy JV in Europe is an example of such a partnership. When we have a majority stake and have control under these arrangements, we report 100% of the joint venture's revenue and expenses. However, our adjusted EBITDA and net income are reduced by the non-controlling interest of our JV partner, reflecting their ownership state in the joint venture. Given these factors have a significant impact on our EPS results, we've provided estimated ranges for them in our 2025 guidance as detailed in our press release. Also, I want to call out that our 2025 guidance does not include the potential impact of a change in accounting principle related to sale leaseback arrangements that is currently being assessed. If implemented, this change could result in lower annual interest and other expenses with an estimated impact of $20 million in 2025. Finally, I will provide some shaping on 2025. We anticipate that first quarter revenue and adjusted EBITDA will be similar to Q1 last year. And because the first quarter is our seasonally lowest revenue quarter, and due to the linear nature of depreciation and interest expenses, we expect to have negative EPS. With respect to the cadence of revenue, we expect revenues in the second half of the year to represent approximately 60% of our total revenue for 2025. This is consistent with our performance from the past couple of years. Now I'd like to turn the call back over to George for closing comments.

Thank you, Mark. As you have heard, we ended the year on a very solid footing with record project backlog and O&M backlog and a record number of energy assets in operation. As we look to 2025, we are cautiously navigating the transition of the federal government. However, I am confident in our ability to execute in this dynamic environment. There is a strong demand for our budget-neutral solutions that provide customers with significant cost savings, resiliency, and much-needed infrastructure improvements. We remain focused on the profitable execution of our tremendous project backlog and asset development and the generation of cash flow. In closing, I would like to once again thank our employees, customers, and stockholders for their continuous support.

Operator, we would like to open the call to questions now.

We will now begin the question and answer session.

If you would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. To withdraw your question, simply press star 1 again. If you are called upon to ask your question and are listening via loudspeaker on your device, please pick up your handset and ensure that your phone is not on mute when asking your question. We do request for today's session that you please limit to one question and one follow-up. Thank you. And your first question comes from the line of Stephen Gengaro with Stifel. Your line is open.

Thanks. Good afternoon, everybody. Hi, Stephen. Hi there.

Hi, Stephen.

Hi. Can you talk a little bit about, you know, you obviously talked about kind of where the backlog is, et cetera, but can you talk a little bit about what you are seeing in your conversations with customers over, you know, basically since January as opposed to the back half of 24 and whether they're at all sort of paralyzed by the uncertainty around around the administration or sort of how those conversations are going and how you think customers are kind of reacting to that?

Oh, I think the, especially the last six months, and Nicole can add a little bit color to it, or even the last month and a half or so, especially on the federal sector, the activity is still very good. Actually, they just sent a couple RFPs out today.

Yeah, I think it's – and certainly on our Department of Defense side, there's been still an active RFP, as George stated, coming out when you're looking at microgrids and that type of work. I mean, there has been, you know, certainly some slowness with the insurity of the – like on the civilian side, like GSA is an example. But at this point, I think, you know, and even in our utility business, I mean, we're seeing several active RFPs because they're, you know, related for the need of energy.

Okay. Thanks. And the other question I want to ask quickly is when you think about the deployment of the energy assets business this year, and I appreciate you gave kind of some revenue guidance on sort of the quarterly cadence for 25, but is there any lumpiness or anything we should be aware of on sort of the deployment of energy assets throughout 25?

No. The only thing that I would say on the energy assets is the supply of equipment, like energy transformers, especially the larger size of transformers with the interconnection, utility interconnection, and then the renewable natural gas, sometimes the pipelines, getting the right ways and interconnections. But generally, as you can see, our development backlog of the assets is very, very, very good. And the financial markets, they're still very good, as you demonstrated for what we were able to do in the last quarter. But, you know, because of the new administration, hiccups here and there, I think you will find them, even on the projects, as well as some of the assets. But the overall market environment is still very good.

Okay, great. Now, thank you for the details.

Next question comes from the line of Noah Case with Oppenheimer.

Your line is open.

Thanks. The first one... Might be a Nicole question as well. No surprise. I guess, given that ESPCs are a decades-long, time-tested way to save the government money up front and have always been kind of bipartisan, what should we make of the pause that you're seeing now around it? I mean, I guess the better question is, what conversations with relevant counterparts is the company having on what's driving some of these decisions and, you know, how quickly might we see kind of a reversion to call it business as usual?

The pause that we mentioned in just a few minutes ago is related to specifically GSA. And if you, I mean, everyone's seen the headlines and they're looking at selling a lot of their assets. And so those projects in particular are paused as they're evaluating which buildings they may sell. So we kind of expect that to be the specific case to GSA and still expect that same value to be appreciated by this administration on the SPC.

Very helpful. Thank you. Go ahead, George. Oh, go ahead. No, please, please. I appreciate your thoughts.

Yeah, what might happen is some of these GSA projects, let's say, might have a project that gets five, six, or ten buildings. They might want to decide to sell two or three or four of that. So we have to re-scope the projects and go ahead with the rest of the buildings. So most likely that's what you will see happening.

But because you have an IDIQ that covers ostensibly the scope of Whatever buildings are remaining, there's still lots of opportunities to mine in terms of, you know, deep energy retrofits. That's correct.

That is correct. And this administration likes this kind of projects.

Good. A question on the guide. You know, and Mark, thank you for providing some guideposts around, you know, seasonality of revenues and 1Q. I guess when we think about at least the relative contribution from the different parts of the business, you put in a really good amount, as you said, a record amount of energy assets. You've got your RIN exposure pretty well handled, as you mentioned. So is there a way to think about sort of the EBITDA growth, at least from sort of projects and the O&M, and then kind of thinking about the you know, the project business being more of the swing variable. Maybe you could just give us a little bit of color on, you know, how to bridge.

Yeah, I mean, I think that, you know, we're coming into the year and we talked a lot about the backlog, right? So we have, you know, a lot of our project backlog coming, our project revenue coming from contracted revenues. So, you know, we'll expect to see a decent amount of contribution there. And then obviously, you know, last year, with all of the megawatts of new assets to be placed in operations, you know, of course, that's not going to be completely incremental to 2025, just given that, you know, a lot of that came on board throughout 2024. But we will see some additional contribution there. Just remember that, you know, when we put some of these assets online, they do still take some time to ramp up. We've spent some amount of incremental contribution there. And O&M, you know, that always remains pretty linear. You know, we would expect a little bit of growth there. But, you know, again, we've got some steady contribution from those recurring streams. So, you know, I mean, I guess that's about the best color I can give you in terms of how those three lines of business will contribute to the growth.

Appreciate it. Thank you. I'll turn it over. Thanks, Noah.

Next question comes from the line of Craig Irwin with the Ross Capital. Your line is open.

Good evening, and thank you for taking my questions. So, George, I was hoping maybe you could give us a little bit more color on the sort of shift in the way you've put your guidance together. So I appreciate the conservatism around anticipating a change in the federal building footprint, right? Nobody knows these buildings better than you guys do, except for maybe the owners, but you're doing some very important work as far as managing the profile, the financials of these buildings. Can you maybe scope out for us what the delta would have been or what the contribution could have been that if you'd have taken a straight line with what's in backlog today, what looks like it's ready to be executed, that you would expect if nothing changes in D.C., so that we can kind of estimate the adjustment down for your conservatism around changes that are going to happen over the next couple of years?

Well, I think the most important thing The impact that we will get is probably during the next six months until everything stabilizes and the new people in the federal government get their positions. And the bottleneck is not the project. The backlog is excellent right now. I mean, and if nothing had happened, I don't want to give a number out, but it could be a considerably better performance for this year than we have right now. So that's why we try to push out some projects. At least about six months, I would say, a rough estimate. But we have pushed out those particular projects and a couple of other ones that were in the execution stage. But if you have new people, you know it takes a little bit more time. And then if you have to re-scope these particular projects, now you have to do the financing all over again. and so on and i know in one particular project that was cancelled actually we are negotiating they want to do the project but we're negotiating the scope for the remaining buildings and it's going to take a few months to do it so but you're right that this administration of this energy savings performance contracts because they have budget neutral they love them in a year to two years from now i guarantee you that the federal government we will be picking up more business and the other thing i want to point out that we have haircut a little bit the other part of the business because some of the money Even though, let's say, a school system or a college or hospitals, they do get some money from the IRA program, so they buy down the energy savings performance contracts. So we have seen a little bit slowdown on that particular project, but we haven't lost any project data. But the time has been shifted a little bit.

Excellent, excellent. So then I guess I will ask this second question. something I called you on privately this past quarter. So we've been hearing that because of the success in the ESPC program over the last many, many years and the outperformance of the portfolio of projects that's been done versus typical federal construction, that the administration is actually looking at moving most federal contracting from roads to libraries to you name it, into a very similar ESPC-like vehicle. Obviously, it would not be an $80 billion IDIQ. It would be in the hundreds of billions. Given your leadership in developing the performance contracting industry and sort of helping set up the entire structure that's allowed this budget-neutral investment to be such an important contribution to the building stock, You know, have you been involved in those conversations at all? Does it make sense for you for non-energy related projects to maybe have a similar contracting structure? And, you know, would this be a growth opportunity if we saw some similar type of contracting mechanism brought to a much wider scope of projects across the country?

Yeah, I would love to do some of their ships projects.

Some of the Air Force bombers and so on. I think there's tremendous potential. They have to apply this concept to many other areas. One of the areas that we are not, we could be talking about it down the road is the data centers. And that's, we haven't talked about it yet, but because we wanted to have something concrete and then we will start talking about it. And I think down the road we will probably hear something about that.

Excellent. Well, we'll stay tuned. Thanks for taking my questions.

Yep. Again, if you would like to ask a question, please press star 1 on your telephone keypad.

Next question comes from the line of Eric Stein with Greg Hallium. Your line is open.

Hi, everyone. Thanks for taking the questions. So just sticking with the federal business, obviously the big focus today, you know, just curious, I mean, other than the GSA business, which you touched on and think that that may change in scope, is it fair to say that what you are doing here is, by and large, it is simply saying that you think there's a pause? You know, just curious, is that the way we should think about it? And then also, you mentioned the one cancellation. Is that something you are factoring in for 2025, that that becomes more widespread? Or do you think that that cancellation is kind of a one-off?

The cancellation was a one-off, and we've already accounted for it in the numbers. And the other two are pauses, and we've accounted for that in our guidance, the delay in those as well.

And it's been related to GSA.

Yeah. I think more broadly, Eric, right, to be clear, we gave a lot of consideration to anything that could be exposed, right, by policy changes, other project pauses, potential cancellations, maybe tariff policies, federal funding cutbacks. We gave consideration to all of it and tried to smartly build that into our guidance ranges. So we definitely took that approach.

Okay. And so there is the possibility. You know, not sitting here early in the year, but, you know, it sounds like you have attempted to be very conservative and maybe that's the best approach given where we're at right now. But, I mean, this is something that that could change as the year progresses, depending on how things play out.

Certainly. Yes.

Okay. All right. Thank you. Derek.

Next question comes from the line of William Gripen with UBS.

Your line is open.

Great. Thanks for the time and good evening. Just my first one, I wanted to come back to the guidance here, maybe to put a finer point on it. You know, if I look back over the last four years at your contracted projects backlog as of the end of the year, that's perfectly correlated to your reported project segment revenue in the following year, right? One-to-one basis consistently for the last four years. So, you know, I take your two and a half billion contracted projects backlog. You know, if I look at that relative to the 1.9 billion revenue guidance at the midpoint, you know, that seems to imply to me that you're actually not assuming any federal revenue in the 2025 guide. But just based on the conversation here on the call here, I feel like I'm probably missing something. So maybe could you elaborate a little bit more on what you're actually assuming is in versus out and what explains that pretty substantial gap between your contracted backlog there and then the actual overall revenue guide that you've given.

Yeah, we're certainly assuming some federal revenue in the 2025 guide. I think, you know, what you probably have to look at is, you know, we have around $1.1 billion of 12-month contracted. That gives us, you know, very good line of sight into 2025 out of the contracted backlog. You know, the implementation period of this, of contracted, you know, can be over 12 to 36 months. So, again, in our guide, you know, we're basing it off of our, you know, the best information and what we see is our 12-month contracted and that will, you know, that should, assuming we execute directly, you know, directly run into the revenue line. So, yeah, we wouldn't expect to execute on 100% of the contracted, you know, in the very next year because that implementation period, as these projects get larger, could, you know, could be over two, three years.

Yeah, especially in the federal ones.

Especially in the federal ones. Right. OK.

And then just on the R&G side here, you know, last couple of days, there's been some reports in the media about the EPA proposing potentially cutting up to 65 percent of staff. It was also reported maybe that was just referring to a budget cut. But, you know, as I understand it, the EPA has to approve your ability to generate RINs at an R&G facility before you can actually start recognizing those. You know, so are you, I guess, what are you assuming in the guide for contribution from the two RNG plants this year in terms of timing? And does it contemplate any potential delays in sort of the necessary regulatory approvals?

Mike Bacchus Yeah, this is Mike Bacchus. What I would say is just keep something in mind, and we went through this this year, because you're probably familiar with the EPA change, it's the rules on certification. And we could no longer store the gas and how to sell it to the voluntary market. We, before our plants, like, for example, our Keller plant and our Roxana plant, two large facilities, I think about 26, 27 megawatt equivalent. Before I got certified, we were actually selling the environmental attributes at a pretty healthy rate while we were waiting for certification. Considering it was first off the gate, we were able to get certification, I think, within like a month or two for those facilities. So I think we're still pretty comfortable that certification will move along at a fairly good clip. We haven't seen any hiccups yet so far at EPA. And if you look at some of the things that have been coming out from the administration, it seems to be very pro-biofuels.

I appreciate the call. I'll talk to you guys later. Thanks, Will.

Again, if you would like to ask a question, please press star 1 on your telephone keypad.

There are no further questions at this time. Ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You may now disconnect.

Please wait. The conference will begin shortly.