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Pay vs Performance Disclosure - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance

 

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (“PEO”) and our Principal Financial Officer (“PFO”) and certain financial performance of the Company.

 

   

Pay Versus Performance

  

Year

(a)

  

Summary

Compensation

Table Total

for

PEO(1)

($)

(b)

    

Compensation

Actually

Paid to

PEO(2)

($)

(c)

    

Summary

Compensation

Table Total for

Non-PEO

NEO(3)

($)

(d)

    

Compensation

Actually Paid to

Non-PEO

NEO(4)

($)

(e)

    

Value of Initial Fixed $100

 

Investment Based On:

Total Shareholder

Return(5)

($)

(f)

    

Net Income(6)

(in thousands)

($)

(g)

  

2024

     450,000       438,154       400,000       392,893       63       (3,508 ))

2023

     450,000       498,678       350,000       373,292       61       (2,937 ))

2022

     797,163       80,977       613,834       230,168       45       1,876  

 

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Richard Mills (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation-Summary Compensation Table."
     
PEO Total Compensation Amount   $ 450,000 $ 450,000 $ 797,163
PEO Actually Paid Compensation Amount   438,154 498,678 80,977
Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in column (c) represent the amounts of “compensation actually paid” to Mr. Mills, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mills during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Mills’ total compensation for each year to determine the compensation actually paid:

 

 

Year

  

Reported

Summary

Compensation

Table Total

for PEO

($)

    

Reported

Value of Equity

Awards (a)

($)

    

Equity

Awards

Adjustments (b)

($)

    

Compensation

Actually Paid to

PEO

($)

  

2024

     450,000       -       (11,846 )     438,154  

2023

     450,000       -       48,678       498,678  

2022

     797,163       253,119       (463,067 )     80,977  

 

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

  

Year End

Fair

Value

of Equity

Awards

($)

    

Year over

Year Change in

Fair Value of

Outstanding

and Unvested

Equity

Awards

($)

    

Fair Value as

of

Vesting Date of

Equity Awards

Granted

and Vested

in the Year

($)

    

Year over

Year Change

in

Fair Value of

Equity Awards

Granted in

Prior Years

that Vested

in the Year

($)

    

Fair Value

at the End

of the Prior Year

of Equity

Awards

that Failed to

Meet Vesting

Conditions

in the Year

($)

    

Fair Value of

Dividends or other

Earnings Paid on

Stock or Option

Awards not

Otherwise

Reflected

in Fair Value

or Total

Compensation

($)

    

Total

Equity

Award

Adjustments

($)

  

2024

     -       (11,846 )     -       -       -       -       (11,846 )

2023

     -       (10,465 )     -       59,143       -       -       48,678  

2022

     22,311       (321,138 )     -       (164,240 )     -       -       (463,067 )

 

(3)

The dollar amounts reported in column (d) represent the amounts reported for the NEO (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEO (excluding our PEO) included for purposes of calculating the amounts in each applicable year was Will Logan, our Chief Financial Officer as of the applicable time periods.
     
Non-PEO NEO Average Total Compensation Amount   400,000 350,000 613,834
Non-PEO NEO Average Compensation Actually Paid Amount   392,893 373,292 230,168
Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts reported in column (e) represent the amounts of “compensation actually paid” to the NEO (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEO (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEO (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

 

 

Year

  

Reported

Summary

Compensation

Table Total

for Non-PEO

NEO

($)

    

Reported

Value of

Equity Awards(a)

($)

    

Equity

Awards

Adjustments(b)

($)

    

Compensation

Actually Paid

to Non-PEO

NEO

($)

  

2024

     400,000       -       (7,107 )     392,893  

2023

     350,000       -       23,292       373,292  

2022

     613,834       151,872       (231,794 )     230,168  

 

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

 

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

 

Year

  

Year End

Fair

Value

of Equity

Awards

($)

    

Year Over

Year

Change in

Fair Value of

Outstanding

and

Unvested

Equity Awards

($)

    

Fair

Value as of

Vesting

Date

of Equity

Awards

Granted

and Vested

in the Year

($)

    

Year over Year

Change in

Fair Value of

Equity Awards

Granted in Prior

Years that

Vested

in the Year

($)

    

Fair Value

at the End of the

Prior Year of

Equity Awards

that

Failed to Meet

Vesting

Conditions

in the Year

($)

    

Value of

Dividends or other

Earnings Paid on

Stock or Option

Awards not

Otherwise

Reflected

in Fair Value or

Total

Compensation

($)

    

Total

Equity

Award

Adjustments

($)

  

2024

     -       (7,107 )     -       -       -       -       (7,107 )

2023

     -       (6,279 )     -       29,571       -       -       23,292  

2022

     13,386       (160,905 )     -       (84,275 )     -       -       (231,794 )

 

(5)

Cumulative total shareholder return (Cumulative TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

 

(6)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

 

 

      
Compensation Actually Paid vs. Total Shareholder Return

Analysis of the Information Presented in the Pay versus Performance Table

 

In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.

 

Compensation Actually Paid and Cumulative TSR

 

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the Compensation Actually Paid to our Non-PEO NEO, and the Company’s cumulative TSR over the three most recently completed fiscal years.

 

comptable1.jpg

 

 

      
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

 

The following graph sets forth the relationship between Compensation Actually Paid to our PEO, the Compensation Actually Paid to our Non-PEO NEO, and the Company’s net income over the three most recently completed fiscal years.

 

comptable2.jpg

 

      
Total Shareholder Return Amount   63 61 45
Net Income (Loss)   (3,508,000) (2,937,000) 1,876,000
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 253,119
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (11,846) 48,678 (463,067)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 22,311
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (11,846) (10,465) (321,138)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 59,143 (164,240)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 151,872
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (7,107) 23,292 (231,794)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 13,386
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (7,107) (6,279) (160,905)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 29,571 (84,275)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   $ 0 $ 0 $ 0