Note 6. Treasury Shares

During 2012, the Board of Directors authorized a stock repurchase program whereby the Company could repurchase up to 500,000 shares of its outstanding common stock. During 2013, the Board of Directors renewed and extended the Company’s share repurchase authority to enable it to repurchase up to an aggregate of 1,000,000 shares of common stock. In 2016, the Board of Directors increased by an additional 500,000 shares the number of shares of the Company’s common stock that may be repurchased under its stock repurchase program to an aggregate of 1,500,000 shares. The shares may be repurchased from time to time in the open market or through privately negotiated transactions at prices the Company deems appropriate. The program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion.

Under this original stock repurchase program, from 2012 through June 30, 2025, the Company had repurchased 1,314,694 shares of common stock at an average price of approximately $4.85 per share, for a total of approximately $6.4 million in repurchases. During the first six months of 2025, no shares were repurchased under this previous stock repurchase program, and the repurchase of an additional 185,306 shares is presently authorized under the stock repurchase program.

On February 18, 2025, the Board of Directors approved the purchase of 237,500 shares of the Company’s Common Stock pursuant to a Share Repurchase Agreement, which closed on February 28, 2025 (the “2025 Share Repurchase”). Through the 2025 Share Repurchase, we re-acquired 237,500 shares of our Common Stock at a price of $3.75 per share for a total price of $890,625, which was funded through cash on hand.

On March 27, 2025, the Company’s Board of Directors approved a Reverse/Forward Stock Split, which was subsequently approved by the Company’s stockholders at the Annual Meeting held on June 9, 2025. The transaction consists of a reverse stock split at a ratio of 1-for-1,000, followed immediately by a forward stock split at a ratio of 1,000-for-1. As a result, stockholders who would otherwise hold fewer than one share in the aggregate following the reverse split will be cashed out and receive a payment in lieu of fractional shares. Stockholders who would own one or more shares after the reverse split will temporarily hold fractional shares, which will be restored to their original share count through the forward split. This structure allows the Company to reduce the number of record holders with small positions, resulting in cost savings by lowering administrative expenses, including transfer agent fees, printing, mailing, and other stockholder-related costs.

As described in the Company’s proxy statement, the Reverse/Forward Stock Split is intended to generate ongoing efficiencies and offer a cost-effective liquidity opportunity to stockholders holding fewer than 1,000 shares, who would otherwise incur disproportionate brokerage fees to liquidate their holdings. The Board, in consultation with management and legal counsel, determined that the transaction is fair and in the best interests of the Company and all of its stockholders.

The Company is currently in the process of clearing the required notification with the Financial Industry Regulatory Authority (FINRA). Once cleared, the Board will establish a record date and coordinate an effective date for the transaction. As of the date of this filing, there has been no impact to the number of issued and outstanding shares or to any per-share amounts. The effect on share count and per-share financial metrics will depend on the number of stockholders cashed out as a result of the reverse split.