EX-99.1 2 d92758dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NGV NGR Acquisition Co, LLC

Consolidated Financial Statements

December 31, 2024


Contents

 

Independent auditor’s report

     1-3  

Financial statements

  

Consolidated balance sheet

     4  

Consolidated statement of operations

     5  

Consolidated statement of changes in members’ equity

     6  

Consolidated statement of cash flows

     7  

Notes to consolidated financial statements

     8-19  


Independent Auditor’s Report

Managing Member

NGV NGR Acquisition Co, LLC

Opinion

We have audited the consolidated financial statements of NGV NGR Acquisition Co, LLC (the Company), which comprise the consolidated balance sheet as of December 31, 2024, the related consolidated statements of operations, changes in members’ equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the

 

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design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

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In performing an audit in accordance with GAAS, we:

 

   

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

   

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

   

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

   

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings and certain internal control-related matters that we identified during the audit.

Minneapolis, Minnesota

November 5, 2025

 

3


NGV NGR Acquisition Co, LLC

Consolidated Balance Sheet

December 31, 2024

(In Thousands)

 

 

Assets

  

Current assets:

  

Cash and equivalents

   $ 86,140  

Contracts receivable, net

     61,819  

Other receivables

     2,805  

Interconnection deposits

     37,515  

Prepaid and other current assets

     1,234  
  

 

 

 

Total current assets

     189,513  
  

 

 

 

Non-current assets:

  

Property, plant and equipment, net

     5,620  

Related party loan

     325,000  

Equity method investment

     849,529  

Development assets

     573,252  

Operating lease right-of-use assets, net

     2,025  

Goodwill and intangible assets

     107,159  
  

 

 

 

Total non-current assets

     1,862,585  
  

 

 

 

Total assets

   $ 2,052,098  
  

 

 

 

Liabilities and Members’ Equity

  

Current liabilities:

  

Accounts payable and accrued expenses

   $ 147,496  

Other payables

     3,988  
  

 

 

 

Total current liabilities

     151,484  
  

 

 

 

Non-current liabilities:

  

Lease liability

     2,463  
  

 

 

 

Total non-current liabilities

     2,463  
  

 

 

 

Commitments and contingencies (Note 7)

  

Members’ equity:

  

Members’ interest

     2,084,288  

Accumulated deficit

     (186,137
  

 

 

 

Total members’ equity

     1,898,151  
  

 

 

 

Total liabilities and members’ equity

   $ 2,052,098  
  

 

 

 

See notes to consolidated financial statements.

 

4


NGV NGR Acquisition Co, LLC

Consolidated Statement of Operations

Year Ended December 31, 2024

(In Thousands)

 

 

Revenues:

  

Development fees

   $ 134,566  

Service fees

     31,599  
  

 

 

 

Total revenues

     166,165  
  

 

 

 

Cost of revenues:

  

Development expenses

     86,989  

Land lease expenses

     10,126  

Consulting expenses

     9,363  
  

 

 

 

Total cost of revenues

     106,478  
  

 

 

 

Operating expenses:

  

General and administrative

     20,665  

Payroll and benefits

     63,861  

Depreciation and amortization

     1,488  
  

 

 

 

Total operating expenses

     86,014  
  

 

 

 

Net operating loss

     (26,327
  

 

 

 

Other income:

  

Interest income

     3,602  

Equity in net earnings of affiliate

     1,662  
  

 

 

 

Total other income

     5,264  
  

 

 

 

Net loss

   $ (21,063
  

 

 

 

See notes to consolidated financial statements.

 

5


NGV NGR Acquisition Co, LLC

Consolidated Statement of Changes in Members’ Equity

Year Ended December 31, 2024

(In Thousands)

 

 

     Members’
Interest
    Accumulated
Deficit
    Total  

Balance at December 31, 2023

   $ 1,167,726     $ (165,074   $ 1,002,652  

Contributions

     960,065       —        960,065  

Distributions

     (43,503     —        (43,503

Net loss

     —        (21,063     (21,063
  

 

 

   

 

 

   

 

 

 

Balance at December 31, 2024

   $ 2,084,288     $ (186,137   $ 1,898,151  
  

 

 

   

 

 

   

 

 

 

See notes to consolidated financial statements.

 

6


NGV NGR Acquisition Co, LLC

Consolidated Statement of Cash Flows

Year Ended December 31, 2024

(In Thousands)

 

 

Cash flows from operating activities:

  

Net loss

   $ (21,063

Adjustments to reconcile net loss to net cash provided by operating activities:

  

Depreciation and amortization

     1,488  

Equity in earnings of affiliate

     (1,662

Changes in operating assets and liabilities:

  

Contracts receivable

     2,613  

Other receivables

     (2,805

Development assets

     (340,103

Deposits paid, net

     (4,929

Prepaid expenses and other current assets

     980  

Accounts payable and accrued expenses

     129,464  

Lease payments

     (476
  

 

 

 

Net cash used in operating activities

     (236,493
  

 

 

 

Cash flows from investing activities:

  

Purchase of property, plant, and equipment

     (1,399

Issuance of related party loan

     (325,000

Capital contributions to equity method investments

     (301,754

Distributions from equity method investments

     13,503  
  

 

 

 

Net cash used in investing activities

     (614,650
  

 

 

 

Cash flows from financing activities:

  

Distributions

     (43,503

Contributions

     960,065  
  

 

 

 

Net cash provided by financing activities

     916,562  
  

 

 

 

Net increase in cash and restricted cash

     65,419  

Cash and cash equivalents, beginning

     20,721  
  

 

 

 

Cash and cash equivalents, ending

   $ 86,140  
  

 

 

 

See notes to consolidated financial statements.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 1. Organization and Nature of Operations

Nature of operations and principals of consolidation: NGV NGR Acquisition Co, LLC (the Company) was organized for the purposes of developing wind energy, solar energy, and battery storage projects. The Company’s key objective is to develop such projects from inception to the point of readiness for the commencement of construction. The Company then either sells the project to a third party, a related party, or builds and operates the project. The primary tasks of developing successful projects include securing interconnections into the electricity grids, obtaining all state, local and federal permits, securing power purchase agreements (PPAs) or other contracts for the sale of a Project’s electricity production, and securing land through leaseholds and title clearances.

The Company’s wholly owned subsidiaries include NGV Emerald Energy Venture Holdings, LLC, NGV NGR Holdco, LLC, and National Grid Renewables Development, LLC.

Within the wholly owned subsidiary National Grid Renewables Development, LLC includes the financial operations of NG Renewables Energy Marketing, LLC, NG Renewables Energy Services, LLC, NG Renewables Remote Operations Center, LLC, National Grid Renewables Operations, LLC and other projects under development. These subsidiaries provide support services for operating Projects.

Principles of consolidation: The accompanying consolidated financial statements (collectively, the financial statements) include the accounts of NGV NGR Acquisition Co, LLC and its subsidiaries. All intercompany transactions and balances are eliminated in consolidation.

Note 2. Summary of Significant Accounting Policies

Accounting principles: The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The following is a description of the Company’s significant accounting policies.

Use of estimates: The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Revenue recognition: The Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers. ASC 606 provides a five-step model for recognizing revenue from contracts with customers as follows:

 

   

Identify the contract.

 

   

Identify the performance obligations.

 

   

Determine the transaction price.

 

   

Allocate the transaction price.

 

   

Recognize revenue.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

The Company’s customers consist of private customers, primarily located within the Midwest.

The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price taxes it collects from its customers that were assessed by a government authority on (or contemporaneous with) the entity’s revenue-generating transactions with its customers. The Company therefore reports sales revenue net of sales tax.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

The Company derives its revenues from the sale of development assets and service arrangements with operating projects.

The Company recognizes revenue from the sale of development assets upon transfer of control to its customer.

The Company earns service revenue for its employees performing certain services for related parties. The Company bills the related parties at cost plus a profit margin. Shared service revenue is recognized monthly as services are performed.

Billing practices are governed by the contract terms and generally are based on the achievement of milestones or predetermined schedules.

Cash: The cash held by the Company is only available for Company related uses and distribution of such cash to its members. The Company maintains its cash in bank deposits that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Accounts receivable: Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions and generally is able to utilize lien rights to secure payment. Accounts receivable are recorded at their estimated net realizable value, net of an allowance for credit losses. The Company’s estimate of the allowance for credit losses is based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, current economic conditions and reasonable supportable forecasts not already reflected in the historical loss information. Accounts considered uncollectible are written off against the allowance. No allowance for credit losses was considered necessary as of December 31, 2024. Accounts receivable at January 1, 2024, was $68,361.

Development assets—capitalized project development costs: The Company begins capitalizing project development costs when management decides to move forward with a project, commits funding to a project, and determines that a project is viable as evidenced by obtaining a signed PPA or securing programmatic offtake requirements. Development costs that do not meet the criteria for capitalization, in accordance with the Company’s accounting policy are expensed as incurred.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

Development costs include all direct project costs. Certain other costs associated with the financing of projects are capitalized as deferred costs and are amortized into project costs over the estimated periods benefited.

Development assets—interconnection deposits: The Company deposits funds with Regional Transmission Organizations (RTOs) to secure queue positions necessary to deliver power to specific locations within the RTOs’ service territory. The deposits are utilized by the RTOs in the completion of studies needed to evaluate the project’s impact, if any, on the electrical grid. The RTOs either perform their own studies on a given project’s ability to interconnect to the electrical grid or they sub-contract the studies to a third party. As projects are studied, RTOs incur costs, which are capitalized and then recognized as amortization expense and included in the accompanying consolidated statement of operations as development expenses.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

The deposits reflected on the consolidated balance sheet represent the refundable portion of deposits that have not been utilized by RTOs and are included in development assets on the consolidated balance sheet.

Development assets are reviewed for impairment whenever events or changes in circumstances indicate that a development project might not go forward, or the Company may not recoup its incurred costs. Management has determined no development assets were impaired as of December 31, 2024.

When project development assets are sold, the respective capitalized project development costs are expensed as development expenses.

Property and equipment: Property and equipment is carried at cost, net of accumulated depreciation. Expenditures for major repairs and improvements that extend the useful lives of property and equipment are capitalized while expenditures for maintenance and repairs are charged to expense as incurred. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are eliminated from the accounts and the resulting gain or loss is reflected in the consolidated statement of operations. Depreciation is computed on a straight-line basis over the estimated useful lives of 10 to 35 years for the related assets.

Equity method investment: The Company has an investment in Emerald Energy Venture LLC (Emerald). Management has assessed Emerald by applying the criterion set forth in ASC 810 and has concluded that Emerald is a variable interest entity (VIE). Management has also concluded that while the Company has a variable interest (economic criterion), the Company does not have power over the economic activities that most significantly impact Emerald (power criterion) and is not the primary beneficiary. Therefore, the Company accounts for its interest in Emerald using the equity method. Under the equity method the Company share of the net income of Emerald is recognized as income in the Company’s statement of operations and added to the investment account, and distributions received from the affiliate are treated as a reduction of the investment account.

Goodwill: The Company’s goodwill was recorded as a result of the Company’s prior business combination. Management concluded all of the goodwill was associated with its National Grid Renewables Development LLC reporting unit.

The Company tests its recorded goodwill for impairment on an annual basis, or more often if indicators of potential impairment exist, by determining if the carrying value of each reporting unit exceeds its estimated fair value. Factors that could trigger an interim impairment test include, but are not limited

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

to, underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the Company’s overall business, significant negative industry or economic trends and a sustained period where market capitalization plus an appropriate control premium is less than stockholders’ equity. During 2024 the Company determined that no impairment of goodwill existed because the estimated fair value of each reporting unit exceeded its carrying amount. Future impairment reviews may require write-downs in the Company’s goodwill and could have a material adverse impact on the Company’s operating results for the periods in which such write-downs occur.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

Accounting for long-lived assets: The Company periodically evaluates its long-lived assets, primarily development assets, property and equipment and right-of-use (ROU) assets, to determine potential impairment by comparing the carrying value of the assets with the estimated future undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future undiscounted cash flows be less than the carrying value, the Company would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the assets. For the year ended December 31, 2024, management has determined that no impairment of long-lived assets exists.

Income taxes: The Company has elected to be treated as a pass-through entity for income tax purposes and, as such is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and reported by its owners on their respective income tax returns. The Company’s federal tax status a pass-through entity is based on its legal status as a limited liability company. Accordingly, the Company is not required to take any tax positions to qualify as a pass-through entity. The company is required to file and does file tax returns with the Internal Revenue Service (IRS) and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Company has no other tax positions which must be considered for disclosure. Income tax returns filed by the Company are subject to examination by the IRS for a period of three years.

Leases: The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. A contract is or contains a lease when: (i) explicitly or implicitly identified assets have been deployed in the contract, and (ii) the Company obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.

The Company made an accounting policy election available under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of 12 months or less. For all other leases, ROU assets and lease liabilities are measured based on the present value of future lease payments over the lease term at the commencement date of the lease or January 1, 2022, for existing leases upon the adoption of Topic 842). The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives. To determine the present value of lease payments, the Company uses the rate implicit in the lease.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index), which is initially measured using the index or rate at lease commencement. Subsequent changes of an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred. Residual value guarantees or payments for terminating the lease are included in the lease payments only when it is probable they will be incurred.

The Company has made an accounting policy election to account for lease and nonlease components in its contracts as a single lease component for its real estate, vehicle and equipment asset classes. The nonlease components typically represent additional services transferred to the Company, such as common area maintenance for real estate, which are variable in nature and recorded in variable lease expense in the period incurred.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 2. Summary of Significant Accounting Policies (Continued)

 

The Company leases land from landowners throughout the project development lifecycle. The terms of these leases provide the Company or the landowner to cancel the lease at any time prior to the start of construction. As a result, management has concluded the arrangement does not constitute a lease under ASC 842 and recognizes these costs as expenses or capitalizes as a development asset as the costs are incurred.

Subsequent events: Effective at the opening of business on May 30, 2025, the Company was party to a transaction whereby the Company’s members executed a membership purchase agreement that resulted in a change of control over the Company. The Company changed its name to Geronimo Power Holdings, LLC on June 24, 2025.

Subsequent events have been evaluated through November 5, 2025, the date the financial statements were available for issuance.

Note 3. Development Assets

Pursuant to the Company’s capitalization policy (see Note 2), all costs incurred in connection with Projects that have been deemed commercially viable by management, are capitalized. Below is a summary of costs by project type and location incurred as of the year ended December 31, 2024:

 

Solar

   $ 480,546  

Wind

     4,936  

Battery storage

     87,770  
  

 

 

 
   $ 573,252  
  

 

 

 

Michigan

   $ 110,783  

Wisconsin

     106,491  

Ohio

     101,506  

Texas

     97,098  

Other

     157,374  
  

 

 

 
   $ 573,252  
  

 

 

 

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

 

Note 4. Equity Method Investment

The Company has a 51% investment in Emerald. Emerald invests in a portfolio of investments in renewable energy projects in the United States. The Company has developed the individual projects and provide operating and maintenance services under a services agreement. The condensed balance sheet and statement of operations as of and for the year ended December 31, 2024, is as follows:

 

Current assets

   $ 298,545  

Non-current assets, primarily solar and wind energy systems

     3,525,501  
  

 

 

 

Total assets

   $ 3,824,046  
  

 

 

 

Current liabilities

   $ 256,781  

Long-term liabilities, primarily power purchase agreement derivatives

     1,217,451  

Members’ equity

     2,349,814  
  

 

 

 

Total liabilities and members’ equity

   $ 3,824,046  
  

 

 

 

Revenues

   $ 106,298  

Operating expenses

     (128,337

Other expenses, primarily change in fair value of derivative instruments

     (134,856
  

 

 

 

Net loss

     (156,895

Net loss attributable to noncontrolling interest

     160,149  
  

 

 

 

Net income attributable to the investors of Emerald Energy Venture LLC

   $ 3,254  
  

 

 

 

Note 5. Related-Party Transactions

On October 1, 2024, the Company entered into a loan agreement with an affiliate entity as described in Note 4, which qualifies as a related party under ASC 850. The loan was issued for a principal amount of $330,000 bearing interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus an applicable margin of 1.375% per annum. The interest rate is considered to be at market terms. Repayment is structured through quarterly installments equal to the cash available for distribution by the borrower. The loan is unsecured. As of December 31, 2024, the outstanding balance on the loan was $325,000. Interest income of $3,602 was recognized during the year. The loan was negotiated on an arm’s-length basis. Based on the Company’s assessment of the related party’s financial condition, no allowance for expected credit losses has been recorded.

The Company recognizes revenues from sales to an affiliated company as described in Note 4. During the year ended December 31, 2024, these sales totaled $128,888.

 

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NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

 

Note 6. Share-Based Awards

The Company participates in a long-term incentive plan sponsored by its Parent. The Plan allows the Parent’s Board of Directors to grant performance-based stock awards and restricted stock awards. Both awards vest over a three-year period. The performance-based awards are subject to hurdles based upon the three-year cumulative earnings per share of the Parent, Group, as defined, return on equity and the achievement of certain emissions reductions.

 

18


NGV NGR Acquisition Co, LLC

Notes to Consolidated Financial Statements

(In Thousands)

 

Note 6. Share-Based Awards (Continued)

 

Management has concluded these awards are classified as equity awards and is recognizing compensation cost over the three-year vesting period through March 2025. Management determined the value of its awards using the Parent’s end of day share price as of the date of grant. A summary of the awards as of December 31, 2024:

 

     Shares      Weighted-
Average
Price
     Amount  

Vested

     52,918      $ 65.69      $ 3,476  

Unvested

     68,952        63.94        4,409  
  

 

 

    

 

 

    

 

 

 

Total

     121,870      $ 64.70      $ 7,885  
  

 

 

    

 

 

    

 

 

 

The Company recognized $1,743 in compensation cost for the year ended December 31, 2024.

Note 7. Commitments and Contingencies

The Company, from time to time, may be involved in lawsuits arising in the ordinary course of business. In the opinion of the Company’s management, any liability that might result from such litigation would not be material in relation to the Company’s financial position and results or operations.

 

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