UNITED STATES
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20172023
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to _______
Commission file Number: 000-50587
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 13-4005439 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) |
| (Address of Principal Executive Offices, including Zip Code) |
| (914) 242-5700 | ||
| (Registrant’s telephone number, including area code) |
| Securities registered pursuant to Section 12(b) of the Act: | None | |
| Securities registered pursuant to Section 12(g) of the Act: | Common Stock, $0.01 Par Value | |
| (Title of Class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller reporting company ☒ | |
Emerging growth company ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period. Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐☒ No ☒☐
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the registrant’s most recently completed second quarter, is 6,000,000.$4,000,000.
As of March 5, 2018, 19,376,07014, 2024, 20,620,711 shares of the registrant’s common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates certain information by reference from the registrant’s proxy statement for the 2023 annual meeting of stockholders, which proxy statement willor an amendment to this Annual Report on Form 10-K, to be filed no later than 120 days after the close of the registrant’s fiscal year ended December 31, 2017. 2023.
TABLE OF CONTENTS
| Page | ||||
| PART I | ||||
| Item 1. | Business | 2 | ||
| Item 1A. | Risk Factors | 3 | ||
| Item 1B. | Unresolved Staff Comments | 5 | ||
| Item 1C | Cybersecurity | 5 | ||
| Item 2. | Properties | 6 | ||
| Item 3. | Legal Proceedings | 6 | ||
| Item 4. | Mine Safety Disclosures | 6 | ||
| PART | ||||
| Item 5. | ||||
| Item 6. | ||||
| Item 7. | ||||
| Item 7A. | ||||
| Item 8. | ||||
| Item 9. | ||||
| Item 9A. | ||||
| Item 9B. | ||||
| PART III | ||||
| Item 10. | ||||
| Item 11. | ||||
| Item 12. | ||||
| Item 13. | ||||
| Item 14. | ||||
| Item 15. | Exhibits and Financial Statement Schedules | 24 | ||
| Item 16. | Form 10-K Summary | 25 | ||
| PART IV | ||||
Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.
These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report.
Factors that may cause actual results to differ from historical results or those results expressed or implied, include, but are not limited to, those listed below under Item 1A. “Risk Factors”, which include, without limitation, the risk that the expected benefits of the merger with The Winthrop Corporation that was completed on December 19, 2012 may not be achieved and may therefore make an investment in Wright Investors’ Service Holdings, Inc.’s securities less attractive to investors..
If this or other significant risks and uncertainties occur, or if our estimates or underlying assumptions prove inaccurate, actual results could differ materially. You are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.
Additional information concerning the factors that could cause actual results to differ materially from those in the forward-looking statements is contained in Item 1. “Business”, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (the “SEC”). which are available on the SEC website at www.sec.gov. We undertake no obligation to publicly revise any forward-looking statements or cautionary factors, except as required by law.
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PART I
Item 1. Business.
General Development of Business
Wright Investors’ Service Holdings, Inc. (formerly National Patent Development Corporation) (the “Company”, “Wright Holdings”, “we” or “us”) was incorporated on March 10, 1998 as a wholly-owned subsidiary of GP Strategies Corporation (“GP Strategies”) and in November 2004, the Company’s common stock was spun-off to holders of record of GP Strategies common stock and GP Strategies Class B capital stock.1998. The Company’s common stock is quoted on the OTC Pink Sheets and is traded under the symbol “WISH”“iWSH”.
The Company withcurrently has a substantial portion of its assets consisting of cash and cash equivalents also owned, and continues to own, certain non-strategic assets, primarily consisting of certain real estate. (each as described herein).investments in U.S. Treasury Bills and mutual funds.
Description of the issued and outstanding stock (the “Five Star Stock”) of our wholly-owned subsidiary, Five Star Products, the holding company and sole stockholder of Five Star Group, Inc. (“Five Star Group”), for cash pursuant to the terms and subject to the conditionsBusiness of the Stock Purchase Agreement betweenCompany
The Company has no or nominal operations. As a result, the Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and Merit, dated as of November 24, 2009. As used herein, referencesthe Company would be ineligible to “Five Star” refer to Five Star Productsutilize registration statements on Form S-3 or Five Star Group, or both,Form S-8 for so long as the context requires.
The Company intends to use its remaining cash and cash equivalents to acquire interests in one or more operating businessesis not engaged in the asset management space that it believes will be synergistic with Winthrop and to fund the Company’s general and administrative expenses.
The Company Act, ranging from finesintends to evaluate and censuresexplore all available strategic options. The Company will continue to terminationwork to maximize stockholder value. Such strategic options may include acquisition of an investment adviser’s registration.advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The failuredirectors will also consider alternatives for distributing some or all of the Wright Companies, orCompany’s cash and cash equivalents. Until such time as a decision is made as to how its liquid assets are so deployed, the registered funds for which Wright serves as the investment adviser,Company intends to complyinvest its liquid assets in high-grade, short-term investments consistent with the requirementspreservation of the SEC could have a material adverse effect on us.
See “Risk Factors” “The Company may be classified as an inadvertent investment company…” and “The Company is a “fiduciary”shell company under the Employment Retirement Act of 1974, as amended (“ERISA”) with respect to benefit plan clients, it is subject to the requirements of ERISA, and to regulations promulgated by the U.S. Department of Labor thereunder. ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), impose certain duties on persons who are fiduciaries under ERISA, prohibit certain transactions involving ERISA plan clients, and provide monetary penalties for violations of these prohibitions. Failure to comply with these requirements could have a material adverse effect on our business.
Employees
The Company employed a total of 4has 2 full-time employees at the corporate level as of December 31, 2017, of which all were full-time employees.2023.
Connecticut Property
The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut with a carrying valueConnecticut. The properties were fully impaired as of approximately $355,000 which is reflected in the consolidated balance sheets and, which management believes approximates fair value.December 31, 2018.
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Item 1A. Risk Factors.
RISK FACTORS
You should carefully consider the following risks:
The Company may be classified as an inadvertent investment company if we acquire investment securities in excess of assets under management, which in turn are affected by the net inflows and outflows40% of client funds and changesour total assets.
The Company is not engaged in the market valuesbusiness of investing, reinvesting, or trading in securities, held. Below averageand we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act, a company may fall within the scope of being an “inadvertent investment performancecompany” under section 3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of its total assets (exclusive of government securities, and cash and certain cash equivalents).
If the Company was required to register as an “investment company” under the Investment Company Act, applicable restrictions could result in a loss of managed accounts (and associated fee revenue) and make it more difficultimpractical for the Company to attract new clients, thus further affecting ourcontinue its business and financial condition. Additionally, in periods of market declines, the level of assets under management may correspondingly decline, resulting in lower fee revenue.
The Investment Company Act and the Boards of Trustees of The Wright Mutual Funds approvedrules thereunder contain detailed requirements for the elimination of the Rule 12b-1Distribution Planorganization and shareholder services fee applicable to each Fund. As a result, The Wright Mutual Fund shareholders will no longer pay a 12b-1 fee or shareholder services fee.
| ● | limitations on our ability to borrow; |
| ● | limitations on our capital structure; |
| ● | limitations on the issuance of debt and equity securities, |
| ● | restrictions on acquisitions of interests in partner companies; |
| ● | prohibitions on transactions with affiliates; |
| ● | prohibitions on the issuance of options and other limitations on our ability to compensate key employees; |
| ● | certain governance requirements, |
| ● | restrictions on specific investments; and |
| ● | reporting, record-keeping, voting and proxy disclosure requirements. |
In the event that we were to be deemed to be an investment company subject to regulation by FINRA,registration as such under the SECInvestment Company Act, compliance costs and various state agencies. Among other regulations, WISDI is subject toburdens upon us may increase and the SEC’s net capital rule, which requires a broker-dealer to maintain a minimum level of net capital. The particular level varies depending upon the nature of the activity undertaken by a firm. At December 31, 2017, WISDI exceeded its minimum net capital requirement. The net capital rule is designed to enforce minimum standards regarding the general financial condition and liquidity of a broker-dealer. In computing net capital, various adjustments are made to net worth which excludes assets not readily convertible into cash. The rule also requires that certain assets, such as a broker-dealer’s position in securities, be valued in a conservative manner to avoid over-inflation of the broker-dealer’s net capital. A significant operating loss or any charge against net capital could adversely affect the ability of our broker-dealer to expand, or depending on the magnitude of the loss or charge, maintain its then present level of business. FINRAadditional requirements may enter the offices of a broker-dealer at any time, without notice, and calculate the firm’s net capital. If the calculation reveals a net capital deficiency, FINRA may immediately restrict or suspend some or all of the broker-dealer’s activities. Our broker-dealer subsidiary may not be able to maintain adequate net capital, or its net capital may fall below requirements established by the SEC and subject us to disciplinary action in the form of fines, censure, suspension, expulsion or the termination of business altogether. Under certain circumstances, the net capital rule may limitconstrain our ability to make withdrawals of capital and receive dividends from WISDI.
The Company is a shell company under the federal securities laws.
The Company has no or nominal operations. Pursuant to Rule 405 of the Securities Act and Exchange Act Rule 12b-2, a shell company is defined as a registrant that has no or nominal operations, and either:
| ● | no or nominal assets; |
| ● | assets consisting solely of cash and cash equivalents; or |
| ● | assets consisting of any amount of cash and cash equivalents and nominal other assets. |
Our consolidated balance sheet reflects that our assets consist primarily of cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Accordingly, we are a shell company. Applicable securities rules prohibit shell companies from using a Form S-8 registration statement to register securities pursuant to employee compensation plans and from utilizing Form S-3 for the registration of securities for so long as the Company is a shell company and for 12 months thereafter.
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Additionally, Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. To the extent that we acquire a business in the future, we must file a current report on Form 8-K containing the financial and other information required in a registration statement on Form 10 within four business days following completion of such a transaction.
To assist the SEC in the identification of shell companies, we are required to check a box on our quarterly reports on Form 10-Q and our annual reports on Form 10-K indicating that we are a shell company.
Since we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company. In addition, under Rule 144 of the Securities Act, a holder of restricted securities of a “shell company” is not allowed to resell their securities in reliance upon Rule 144. Preclusion from any prospective purchase using the exemptions from registration afforded by Rule 144 may make it more difficult for us to sell equity securities in the future and the inability to utilize registration statements on Forms S-8 and S-3 would likely increase our cost to register securities in the future. Additionally, the loss of the use of Rule 144 and Forms S-3 and S-8 may make investments in our securities less attractive to investors and may make the offering and sale of our securities to employees, directors and others under compensatory arrangements more expensive and less attractive to recipients.
Unless we select a particular industry or target business with which to complete a business combination, you will be unable to ascertain the risks of the industry or business in which we may ultimately operate.
The Company may develop or acquire interestsa majority interest or at least a controlling interest (as defined for purposes of the Investment Company Act) in a company (or companies) with principal business operations in an industry that we believe will provide attractive opportunities for growth. We are not limited to any particular industry or type of business. Accordingly, there is no current basis for you to evaluate the possible risks of the particular industry in which we may ultimately operate. Although we will evaluate the risks inherent in a particular target business, we cannot assure you that all of the significant risks present in that target business will be properly assessed. Even if we properly assess those risks, some of them may be outside of our control or ability to affect.
Resources will be expended in researching potential acquisitions that might not be consummated.
The investigation of target businesses and the negotiation, drafting and execution of relevant agreements, disclosure documents, and other instruments will require substantial management time and attention in addition to costs for accountants, attorneys and others. If a decision is made not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific target business, we may fail to consummate the business combination for any number of reasons including those beyond our control.
There can be no guarantee that we will quickly identify a potential target business or complete a business combination.
The process to identify potential acquisition targets, to investigate and evaluate the future business prospects thereof and to negotiate an acceptable purchase agreement with one or more target companies can be time consuming and costly. The Company may incur operating businesses in the asset management space that it believes will be synergistic with Winthrop. This strategy may not be effective,losses, resulting from payroll, rent and failureother overhead and professional fees, while we are searching for a business to successfully develop and implement this strategy may decrease earnings and harm the Company’s competitive position in the investment management industry. We may not be able to find suitable businesses to acquire at acceptable prices, and we may not be able to successfully integrate or realize the intended benefitsacquire.
The Company has no revenue from any such acquisitions. In addition, we may issueoperations; therefore, our stock as consideration for such acquisitions, which could cause the market price for our common stock to decline.
The firms we acquire may perform below expectations after the acquisition for various reasons, including the loss of key clients, employees and/or financial advisors after the acquisition closing, general economic factors, the cultural incompatibility of an acquired firm’s management team with usCompany has no revenue from operations and legislative or regulatory changes that affect the products in which a firm specializes. The failure of firmshas been experiencing significant negative cash flow. Expenditures related to perform as expected at thecorporate overhead and other related items are expensed. Until such time of acquisition may have an adverse effect on our earnings and revenue growth rates, and may result in impairment charges and/or generate losses or charges to earnings.
Risks Related to Owning Wright HoldingsOur Stock
The Company has entered into Investor Rights Agreements with former Winthrop stockholders that received shares of our common stock in connection with the Winthrop transaction. The Investor Rights Agreement is a registration rights agreement, which include both customary demand and “piggyback” registration provisions, allow the respective stockholders to cause us to file one or more registration statements for the resale of their respective shares of the Company’s common stock and cooperate in certain underwritten offerings. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market pursuant to registration rights or otherwise, or the perception that these sales might occur, could cause the market price of our common stock to decline.
Several provisions of our Certificate of Incorporation and Bylaws could deter or delay unsolicited changes in control of the Company. These include provisions limiting the stockholders’ powers to amend the Bylaws and toor remove directors;directors and prohibiting the stockholders from increasing the size of the Board of Directors or from filling vacancies on the Board of Directors (unless there are no directors then in office); and prohibiting stockholders from calling special meetings of stockholders or acting by written consent instead of at a meeting of stockholders.stockholders’ meeting. Our Board of Directors has the authority, without further action by the stockholders to fix the rights and preferences of and issue preferred stock. These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or prevent changes in control or management of the Company including transactions in which stockholders might otherwise receive a premium for their shares over the then current market prices. These provisions may limit the ability of stockholders to approve transactions that they may deem to be in their best interests.
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Risks Related to Owning Our Common Stock
A significant portion of our common stock is held by a small group of large shareholders. Future sales of our common stock in the public market by the Company or its large stockholders could adversely affect the trading price of our common stock.
As of December 31, 2023, Bedford Oak Advisors, LLC and William H. Miller beneficially owned 26.73% and 17.02% of the Company’s common stock, respectively. Bedford Oak Advisors, LLC is controlled by Mr. Harvey P. Eisen, the Company’s Chairman and Chief Executive Officer. Mr. Eisen beneficially owned at such date an aggregate of 29.55% of the Company’s common stock, which percentage includes the 26.73% beneficially owned by Bedford Oak Advisors, LLC. Sales by us or our large stockholders of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could cause the market price of our common stock to decline.
Our common stock is thinly traded, which can cause volatility in its price.
Our stock is thinly traded due to our small market capitalization and the high level of ownership of our common stock by a small group of shareholders. Thinly traded stock can be more susceptible to market volatility. This market volatility could significantly affect the market price of our common stock without regard to our operating performance.
Possible additional issuances of our stock will cause dilution.
At December 31, 2023, we had outstanding 20,620,711 shares of our common stock. The Company is authorized to issue up to 30,000,000 shares of common stock and are therefore able to issue additional shares without being required under corporate law to obtain shareholder approval. If we issue additional shares, our other shareholders may find their holdings drastically diluted, which if it occurs, means they would own a smaller percentage of our Company.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity
The Company recognizes the importance of assessing, identifying, and managing material risks associated with cybersecurity threats (as defined in Item 106(a) of Regulation S-K). These risks include, among others, operational risks, fraud, and violation of privacy. The Company, a shell entity, does not have processes in place since cybersecurity is not a risk to the Company due to the size of the Company, nature of its operations, and the number of transactions during the year. As needed, and in order to keep the Company informed of new and evolving cybersecurity risks, the Company consults with external parties such as information technology experts about risk management and strategy.
The audit committee assists the board of directors in fulfilling its oversight responsibilities with respect to the adequacy and effectiveness of the Company’s information security policies and practices and the internal controls regarding information security risks. The board and its committees engage with management to discuss potential enterprise risks, including matters related to cybersecurity.
We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition.
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Item 2. Properties.
The Company leases office space on a month to month basis for $4,100 per month in Mount Kisco, NY.
Item 3. Legal Proceedings.
Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
The Company’s certificate of incorporation and bylaws provide that, subject to limited exceptions and requirements, the Company is required to indemnify its directors and officers, and each person serving at the request of the Company as a director, officer, incorporator, partner, manager or trustee of another entity, to the fullest extent permitted by the DGCL. The Company’s bylaws also provide that, subject to limited exceptions and requirements, the Company is required to advance to such personsperson’s expenses (including attorney’s fees) incurred by them in defending and preparing for the defense of any proceeding or investigation in respect of which indemnification may be available.
Section 102(b)(7) of the DGCL provides, generally, that the certificate of incorporation of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision became effective. The Company’s certificate of incorporation contains such a provision limiting the personal liability of the Company’s directors to the extent permitted by the DGCL.
Item 4. Mine Safety Disclosures
None.
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PART II
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters.
The Company’s common stock, $0.01 par value, is currently quoted on the OTC Pink Sheets.Market under the symbol “iWSH”. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Quarter | High | Low | ||||||||
| 2017 | First | $ | 0.95 | $ | 0.50 | |||||
| Second | $ | 0.75 | $ | 0.60 | ||||||
| Third | $ | 0.60 | $ | 0.21 | ||||||
| Fourth | $ | 0.68 | $ | 0.36 | ||||||
| 2016 | First | $ | 1.99 | $ | 1.29 | |||||
| Second | $ | 1.45 | $ | 1.10 | ||||||
| Third | $ | 1.17 | $ | 0.68 | ||||||
| Fourth | $ | 0.80 | $ | 0.50 | ||||||
The Company did not declare or pay any cash dividends on its common stock in 20172023 or 2016.2022. The Company currently intends to retain future earnings to finance the growth and development of its business however, the directors will also consider alternative for distributing some or all of its cash and does not intendcash equivalents to pay cash dividends in the foreseeable future.stockholders.
Purchases of Equity Securities
The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At December 31, 2017 and 2016,On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company had repurchased an aggregate of 2,041,971purchased 192,750 shares of its common stock andin a totalprivately negotiated transaction at a price of 2,778,029 shares, remained available$0.25 per share for repurchase at December 31, 2017 and 2016, respectively, pursuant to the 5,000,000 shares repurchase plans.an amount of approximately $48,000. The Company did not repurchase any common stock during the year ended December 31, 2017. The2023. At December 31, 2023 and 2022, the Company had repurchased 250,000an aggregate of 2,234,721 shares of its common stock during the year endedand a total of 2,765,279 remained available for repurchase at December 31, 2016.2023 and 2022 pursuant to the 5,000,000 shares repurchase plans.
Item 6. Selected Financial Data.
Not required.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.General Overview
The Company is a “shell company”, as defined in Rule 12b-2 of the Exchange Act. Because the Company is a shell company, its stockholders are unable to utilize Rule 144 to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell its securities, and the Company is ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company. As a consequence, among other things, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make its securities less attractive to investors. See “Item 1A. Risk Factors”.
The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While the Company has focused its development or acquisition efforts on sectors in which its management has expertise, the Company does not wish to limit itself to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’ anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents, U.S. Treasury Bills, and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as the Company needs to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents, and investments to stockholders (see Note 1 to the Company’s business operations are carried out through Winthrop and its subsidiaries, the Wright Companies. Winthrop, offers investment management services, financial advisory services and investment research to large and small investors, both taxable and tax exempt. For more than 50 years, the Wright Companies have assisted institutions, plan sponsors, bank trust departments, trust companies and individual investors in achieving their financial objectives. The management approach is to invest assets prudently by balancing risk and return.Consolidated Financial Statements).
Investments
Investment in undeveloped landsproperties.
The Company owns certain non-strategic assets, includingwhich includes an investment and interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut.
Management discussion of critical accounting policies
The following discussion and analysis of the financial condition and results of operations are based on the consolidated financial statements and notes to consolidated financial statements contained in this report that have been prepared in accordance with the rules and regulations of the SEC and include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.
Certain of our accounting policies require higher degrees of judgment than others in their application. These include stock based compensation and accounting for income taxes and fair value measurements of investments which are summarized below.
| 7 |
Income taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Under ASC 740, theThe effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not that some portion of deferredsustain the position following an audit. For tax assets will not be realized. The valuation allowance (decreased) / increased by approximately $(3,485,000) and $712,000 respectively, duringpositions meeting the years ended December 31, 2017 and 2016. The decreasemore-likely-than-not threshold, the amount recognized in the valuation allowance duringfinancial statements is the year ended December 31, 2017 was mainly duelargest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. See Note 5 to the Consolidated Financial Statements for further information regarding the Company’s income taxes.
Fair value measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a changeliability (an exit price) in the corporate income tax rate per The Tax Cuts and Jobs Act (the “Act”). The increaseprincipal or most advantageous market for the asset or liability in an orderly transaction between market participants at the valuation allowance during the year ended December 31, 2016 was mainly due to an increase of the net operating loss carryforward and other deferred tax assets.
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting unit with its carrying amount, underlying goodwill. Fair value was calculated based upon future cash flows discounted at a rate commensurate withCompany.
Level 3 – Unobservable inputs. Unobservable inputs reflect the risk involved, market based comparables and recent transactions withinassumptions that the financial services industry. Future cash flows areCompany develops based on projection of adjusted EBITDA ofavailable information about what market participants would use in valuing the operating segment. If the carrying amount of the reporting unit exceeds its fair value then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over the implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. No impairment of goodwill was recognized at December 31, 2017asset or 2016. There were no changes in the carrying value of goodwill during 2017 or 2016.liability.
Results of Operations
Year ended December 31, 20172023 compared to the year ended December 31, 20162022
For the year ended December 31, 2017,2023, the Company had a loss from operations before income taxes of $1,386,000$1,006,000 compared to a loss from operations before income taxes of $2,078,000$1,207,000 for the year ended December 31, 2016. 2022.
The reduceddecreased loss of $692,000$201,000 was primarily the result of reduced Compensation and benefits of $381,000 and reduceda decrease in Other operating expenses of $312,000, as well as
Other operating loss for the years ended December 31, 2017 and 2016 are, respectively, the following; (i) amortization of intangibles of $397,000 and $629,000, and (ii) compensation expense of $108,000 and $119,000, respectively, related to RSU’s and stock options issued to Company employees, directors and advisors, respectively.
For the year ended December 31, 2017 the Company had deposits of $90 million and increased market value of $168 million, offset by redemptions and withdrawals of $171 million.
Interest and other income
For the year ended December 31, 2023, Interest and other income was $166,000 as compared to $2,240,000$21,000 for the year ended December 31, 2016. Within this category, Winthrop primarily2022. The increased interest and other income, including net realized gains and losses on U.S. Treasury bills, clients based on AUM values as of calendar quarters. Revenues are primarily from fees from; (i) Taft-Hartley clients, (ii) Personal Investment Managed Accounts, and (iii) other client serviced accounts. The reduced revenue of $27,000 for the year ended December 31, 2017 is the result of reduced AUM for the first and second billing quarters in 2017, partially offset by increased AUM in the third and fourth billing quarters of 2017, as compared to the comparable periods in 2016.
Income taxes
For the AMT credit carryforward, resulting in a deferredyears ended December 31, 2023 and 2022, the Company recorded no income tax benefit of $148,000.expense.
The Company recorded a full valuation allowance against its net deferred tax assets.assets as of December 31, 2023 and 2022. Due to a full valuation allowance to offseton the deferred tax assets related to net operating loss carryforwards, attributable to the loss, no tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the years ended December 31, 20172023 and December 31, 2016.2022.
Financial condition, liquidity, and capital resources
Liquidity and Capital Resources
At December 31, 2017,2023, the Company had cash and cash equivalents totaling $6,018,000,$125,000 and short-term investments in U.S. Treasury Bills, and mutual funds totaling $3,144,000 which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through March 31, 2019.2025.
The decreaseincrease in cash and cash equivalents of $1,008,000$35,000 for the year ended December 31, 20172023 was primarily the result of $975,000$965,000 used in operating activities and $33,000 usedproceeds from redemptions of investments in investing activities. U.S. Treasury Bills of $1,735,000, offset by the purchase of mutual funds of $735,000.
| 8 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
| 9 |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to the Consolidated Financial Statements
Financial Statements of Wright Investors’ Service Holdings, Inc.
| Page | |
| 12 | |
Consolidated Statements of Operations - Years ended December 31, | 13 |
| 15 | |
| Consolidated Statements of Cash Flows - Years ended December | |
| 10 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Wright Investors’Investors' Service Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Wright Investors’Investors' Service Holdings, Inc. and Subsidiaries (the “Company"“Company”) as of December 31, 20172023 and 2016,2022, and the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 20172023 and 2016,2022, and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB"(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2004.
EISNERAMPER LLP
Fort Lauderdale, Florida
March 27, 2024
| 11 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS
(in thousands, except share and per share amounts)
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 125 | $ | 90 | ||||
| Investments | 3,144 | 4,130 | ||||||
| Prepaid expenses and other current assets | 97 | 100 | ||||||
| Income tax receivable | - | 73 | ||||||
| Total current assets | 3,366 | 4,393 | ||||||
| Other assets | 8 | 8 | ||||||
| Total assets | $ | 3,374 | $ | 4,401 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | 83 | 112 | ||||||
| Total current liabilities | 83 | 112 | ||||||
| Total liabilities | 83 | 112 | ||||||
| Commitments and Contingencies – Note 8 | ||||||||
| Stockholders’ equity | ||||||||
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued | ||||||||
| Common stock, par value $0.01 per share, authorized 30,000,000 shares; Issued 21,628,680 and 21,343,680 as of December 31, 2023 and 2022, respectively; Outstanding 20,620,711 and 20,335,711 as of December 31, 2023 and 2022, respectively; 0 and 285,000 shares issuable as of December 31, 2023 and 2022, respectively. | 216 | 213 | ||||||
| Additional paid-in capital | 34,392 | 34,395 | ||||||
| Accumulated deficit | (29,610 | ) | (28,604 | ) | ||||
| Accumulated other comprehensive income | 40 | 32 | ||||||
| Treasury stock, at cost (1,007,969 shares at December 31, 2023 and 2022) | (1,747 | ) | (1,747 | ) | ||||
| Total stockholders' equity | 3,291 | 4,289 | ||||||
| Total liabilities and stockholders’ equity | $ | 3,374 | $ | 4,401 | ||||
Years Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Revenues | ||||||||
| Investment management services | $ | 2,213 | $ | 2,240 | ||||
| Other investment advisory services | 2,387 | 2,765 | ||||||
| Financial research and related data | 812 | 706 | ||||||
| 5,412 | 5,711 | |||||||
| Expenses | ||||||||
| Compensation and benefits | 3,364 | 3,745 | ||||||
| Other operating | 3,338 | 3,650 | ||||||
| 6,702 | 7,395 | |||||||
| Operating loss | (1,290 | ) | (1,684 | ) | ||||
| Share of loss from Investment in LLC | - | (294 | ) | |||||
| Interest expense and other, net | (96 | ) | (100 | ) | ||||
| Loss from operations before income taxes | (1,386 | ) | (2,078 | ) | ||||
| Income tax benefit (expense) | 96 | (54 | ) | |||||
| Net loss | $ | (1,290 | ) | $ | (2,132 | ) | ||
| Basic and diluted net loss per share | $ | (0.07 | ) | $ | (0.11 | ) | ||
See accompanying notes to consolidated financial statements.
| 12 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETSSTATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Expenses | ||||||||
| Compensation and benefits | $ | 458 | $ | 460 | ||||
| Other operating | 714 | 768 | ||||||
| Total operating expenses | 1,172 | 1,228 | ||||||
| Loss from operations | (1,172 | ) | (1,228 | ) | ||||
| Interest and other income, net | 166 | 21 | ||||||
| Loss from operations | (1,006 | ) | (1,207 | ) | ||||
| Net loss | $ | (1,006 | ) | $ | (1,207 | ) | ||
| Basic and diluted weighted average common shares outstanding | 20,620,711 | 20,504,457 | ||||||
| Basic and diluted loss per share | $ | (0.05 | ) | $ | (0.06 | ) | ||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,018 | $ | 7,026 | ||||
| Accounts receivable | 304 | 291 | ||||||
| Prepaid expenses and other current assets | 431 | 393 | ||||||
| Total current assets | 6,753 | 7,710 | ||||||
| Property and equipment, net | 100 | 103 | ||||||
| Intangible assets, net | 1,618 | 2,015 | ||||||
| Goodwill | 3,364 | 3,364 | ||||||
| Deferred tax asset | 148 | - | ||||||
| Investment in undeveloped land | 355 | 355 | ||||||
| Other assets | 108 | 108 | ||||||
| Total assets | $ | 12,446 | $ | 13,655 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 729 | $ | 741 | ||||
| Deferred revenue | 6 | 11 | ||||||
| Income taxes payable | 30 | 37 | ||||||
| Current portion of officers retirement bonus liability | 190 | 200 | ||||||
| Total current liabilities | 955 | 989 | ||||||
| Officers retirement bonus liability, net of current portion | 467 | 570 | ||||||
| Total liabilities | 1,422 | 1,559 | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued | ||||||||
| Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 19,962,014 in 2017 and 19,830,219 in 2016 (including 11,701 shares issuable for vested restricted stock units in 2017 and 2016); outstanding 19,135,094 in 2017 and 19,003,299 in 2016 | 199 | 198 | ||||||
| Additional paid-in capital | 33,933 | 33,716 | ||||||
| Accumulated deficit | (21,409 | ) | (20,119 | ) | ||||
| Treasury stock, at cost (815,219 in 2017 and 2016) | (1,699 | ) | (1,699 | ) | ||||
| Total stockholders' equity | 11,024 | 12,096 | ||||||
| Total liabilities and stockholders’ equity | $ | 12,446 | $ | 13,655 | ||||
See accompanying notes to consolidated financial statements.
| 13 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE LOSS
(in thousands, except per share amounts)thousands)
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Net loss | $ | (1,006 | ) | $ | (1,207 | ) | ||
| Unrealized gain on available for sale securities | 40 | 32 | ||||||
| Comprehensive loss | $ | (966 | ) | $ | (1,175 | ) | ||
Years Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (1,290 | ) | $ | (2,132 | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Share of loss from investment in LLC, in excess of cash received of $10 in 2016 | - | 284 | ||||||
| Realized loss on sale of short-term investments | - | 9 | ||||||
| Interest expense related to officers retirement bonus liability | 87 | 78 | ||||||
| Depreciation and amortization | 433 | 643 | ||||||
| Decrease in value of warrant | - | 12 | ||||||
| Equity based compensation, including issuance of stock to directors | 218 | 229 | ||||||
| Changes in other operating items: | ||||||||
| Accounts receivable | (13 | ) | 35 | |||||
| Deferred tax asset | (148 | ) | - | |||||
| Deferred revenue | (5 | ) | 11 | |||||
| Officers retirement bonus liability | (200 | ) | (222 | ) | ||||
| Prepaid income tax | - | 37 | ||||||
| Income taxes payable | (7 | ) | 37 | |||||
| Prepaid expenses and other current assets | (38 | ) | 66 | |||||
| Accounts payable and accrued expenses | (12 | ) | (289 | ) | ||||
| Net cash used in operating activities | (975 | ) | (1,202 | ) | ||||
| Cash flows from investing activities | ||||||||
| Proceeds from sale of short-term investments | - | 148 | ||||||
| Additions to property and equipment | (33 | ) | (73 | ) | ||||
| Net cash provided by (used in) investing activities | (33 | ) | 75 | |||||
| Cash flows from financing activities | ||||||||
| Purchase of treasury stock | - | (340 | ) | |||||
| Net cash used in financing activities | - | (340 | ) | |||||
| Net decrease in cash and cash equivalents | (1,008 | ) | (1,467 | ) | ||||
| Cash and cash equivalents at the beginning of the year | 7,026 | 8,493 | ||||||
| Cash and cash equivalents at the end of the year | $ | 6,018 | $ | 7,026 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Net cash paid during the year for | ||||||||
| Income taxes | $ | 59 | $ | 3 | ||||
See accompanying notes to consolidated financial statements.
| 14 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 20172023 AND 20162022
(in thousands, except per share data)
| Accumulated | Total | |||||||||||||||||||||||||||
| Additional | Other | Treasury | stock- | |||||||||||||||||||||||||
| Common stock (Issued) | paid – in | Accumulated | Comprehensive | stock at, | holders’ | |||||||||||||||||||||||
| shares | amount | Capital | deficit | Income | cost | equity | ||||||||||||||||||||||
| Balance at December 31, 2021 | 21,025,748 | $ | 210 | 34,316 | $ | (27,397 | ) | - | $ | (1,699 | ) | $ | 5,430 | |||||||||||||||
| Net loss | - | - | - | (1,207 | ) | - | - | (1,207 | ) | |||||||||||||||||||
| Equity based compensation expense | 100,000 | 1 | 1 | - | - | - | 2 | |||||||||||||||||||||
| Purchase of treasury stock | - | - | - | - | - | (48 | ) | (48 | ) | |||||||||||||||||||
| Other comprehensive income | - | - | - | - | 32 | - | 32 | |||||||||||||||||||||
| Stock based compensation expense to directors | 217,932 | 2 | 78 | - | - | - | 80 | |||||||||||||||||||||
| Balance at December 31, 2022 | 21,343,680 | $ | 213 | $ | 34,395 | $ | (28,604 | ) | 32 | $ | (1,747 | ) | $ | 4,289 | ||||||||||||||
| Net loss | - | - | - | (1,006 | ) | - | - | (1,006 | ) | |||||||||||||||||||
| Other comprehensive income | - | - | - | - | 8 | - | 8 | |||||||||||||||||||||
| Issuance of shares payable to directors | 285,000 | 3 | (3 | ) | - | - | - | - | ||||||||||||||||||||
| Balance at December 31, 2023 | 21,628,680 | $ | 216 | $ | 34,392 | $ | (29,610 | ) | $ | 40 | $ | (1,747 | ) | $ | 3,291 | |||||||||||||
| Total | ||||||||||||||||||||||||
| Additional | Treasury | stock- | ||||||||||||||||||||||
Common stock | paid -in | Accumulated | stock , at | holders | ||||||||||||||||||||
| shares | amount | capital | deficit | cost | equity | |||||||||||||||||||
| Balance at December 31, 2015 | 19,720,971 | $ | 197 | $ | 33,488 | $ | (17,987 | ) | $ | (1,359 | ) | $ | 14,339 | |||||||||||
| Net loss | - | (2,132 | ) | - | (2,132 | ) | ||||||||||||||||||
| Equity based compensation expense | - | - | 119 | - | - | 119 | ||||||||||||||||||
| Shares issuable for vested restricted stock units | 11,701 | |||||||||||||||||||||||
| Issuance of common stock to directors | 97,547 | 1 | 109 | - | - | 110 | ||||||||||||||||||
| Purchase of treasury stock | - | - | - | - | (340 | ) | (340 | ) | ||||||||||||||||
| Balance at December 31, 2016 | 19,830,219 | 198 | 33,716 | (20,119 | ) | (1,699 | ) | 12,096 | ||||||||||||||||
| Net loss | (1,290 | ) | - | (1,290 | ) | |||||||||||||||||||
| Equity based compensation expense | - | 108 | - | 108 | ||||||||||||||||||||
| Issuance of common stock to directors | 131,795 | 1 | 109 | - | 110 | |||||||||||||||||||
| Balance at December 31, 2017 | 19,962,014 | $ | 199 | $ | 33,933 | $ | (21,409 | ) | $ | (1,699 | ) | $ | 11,024 | |||||||||||
See accompanying notes to consolidated financial statements.
| 15 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (1,006 | ) | $ | (1,207 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Equity based compensation, including vesting of stock to directors | - | 82 | ||||||
| Realized gain on investments | (6 | ) | - | |||||
| Changes in other operating items: | ||||||||
| Income tax receivable | 73 | - | ||||||
| Prepaid expenses and other current assets | 3 | (54 | ) | |||||
| Accounts payable and accrued expenses | (29 | ) | 19 | |||||
| Net cash used in operating activities | (965 | ) | (1,160 | ) | ||||
Cash flows from investing activities | ||||||||
| Proceeds from redemptions of investments | 1,735 | - | ||||||
| Purchase of investments | (735 | ) | (4,098 | ) | ||||
| Net cash provided by (used in) investing activities | 1,000 | (4,098 | ) | |||||
Cash flows from financing activities | ||||||||
| Purchases of treasury stock | - | (48 | ) | |||||
| Net cash used in financing activities | - | (48 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | 35 | (5,306 | ) | |||||
| Cash and cash equivalents at the beginning of the year | 90 | 5,396 | ||||||
| Cash and cash equivalents at the end of the year | $ | 125 | $ | 90 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash refunded during the year for income taxes | $ | (73 | ) | $ | - | |||
| Unrealized gain on available for sale securities | $ | 8 | $ | 32 | ||||
See accompanying notes to consolidated financial statements.
| 16 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
| 1. | Description of activities |
Wright Investors’ Service Holdings, Inc. (hereinafter referred(the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills, and mutual funds, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.
The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents, and investments. Until such time as a decision is made as to how the “Company” or “Wright Holdings”),liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and through its wholly-owned subsidiaries Wright Investors’ Service, Inc. (“Wright”), Wright Investors’ Service Distributors, Inc. (“WISDI”)cash equivalents and Wright’s wholly-owned subsidiary, Wright Private Asset Management, LLC (“WPAM”) (collectively, the “Wright Companies”), offers investment management services, financial advisory servicesinvestments in U.S. Treasury Bills and investment research to large and small investors, both taxable and tax exempt. WISDI is a registered broker dealermutual funds) consistent with the Financial Industry Regulatory Authority, Inc. (“FINRA”)preservation of principal, maintenance of liquidity and avoidance of speculation.
The Company may be classified as an inadvertent investment company if the SecuritiesCompany acquires investment securities in excess of 40% of its total assets (exclusive of government securities, and Exchange Commission.cash and certain cash equivalents). As of December 31, 2023, the Company is not considered an inadvertent investment company.
| 2. | Summary of significant accounting policies |
Principles of consolidation
.The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are wholly-owned.inactive. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted accounting principles in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents, which are carried at cost plus accrued interest, which approximates fair value or amortized cost, as applicable, consist of an investmentholdings in a money market fund which investsand in treasury billsU.S. Treasury Bills. Cash and cash equivalents amounted to approximately $5,209,000,$125,000 and $6,301,000$90,000 at December 31, 20172023 and 2016,2022, respectively.
| 17 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
Investment Valuation
The Company’s investments in marketable securities consist of investments in debt securities which are classifiedU.S. Treasury bills, and equity securities which are mutual funds. The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:
| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities. |
| Level 2 | Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. |
| Level 3 | Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. |
An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.
As of December 31, 2023 and 2022, the Company held $2,409,000 and $4,130,000, respectively, in U.S. government debt securities, and $735,000 and $0 in equity securities which are mutual funds, respectively. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market and mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. Mutual funds are categorized in Level 1 of the fair value hierarchy, because they are valued usingdepending on the unadjusted quoted market prices in active markets.markets for identical assets. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the consolidated balance sheets as of December 31, 2023 and 2022.
Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. For debt securities, unrealized gains and losses are recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Consolidated Statement of Operations.
The Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with unrealized and realized gains and losses recorded as Interest and other income, net, on the Consolidated Statement of Operations.
The following table presents the Company’s financial instruments measured at fair value on a recurring basis (in thousands):
Fair Value Measurements as of December 31, 2023 | ||||||||||||||||
| Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Investments in U.S. Treasury bills | $ | 2,409 | $ | - | $ | 2,409 | - | |||||||||
| Investments in Mutual Funds | 735 | 735 | - | - | ||||||||||||
| Total | $ | 3,144 | 735 | $ | 2,409 | - | ||||||||||
Fair Value Measurements as of December 31, 2022 | ||||||||||||||||
| Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| U.S. Treasury bills | $ | 4,130 | $ | - | $ | 4,130 | - | |||||||||
| 18 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
Investments in debt and dilutedequity securities as of December 31, 2023 are summarized by type below (in thousands).
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Treasury bills | $ | 2,369 | $ | 40 | $ | - | $ | 2,409 | ||||||||
| Mutual Funds | 735 | - | - | 735 | ||||||||||||
| Total | $ | 3,104 | $ | 40 | $ | - | $ | 3,144 | ||||||||
Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Treasury bills | $ | 4,098 | $ | 32 | $ | - | $ | 4,130 | ||||||||
| Total | $ | 4,098 | $ | 32 | $ | - | $ | 4,130 | ||||||||
All investments in debt securities are due in one year or less as of December 31, 2023.
There were no amounts reclassified from accumulated other comprehensive income to interest income and other income for the year ended December 31, 2022. Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale debt securities for the year ended December 31, 2023 is as follows:
| Balance at December 31, 2022 | $ | 32 | ||
| Amounts reclassified from accumulated other Comprehensive income to interest income and other income | (6 | ) | ||
| 26 | ||||
| Net current-period other comprehensive income | 14 | |||
| Balance at December 31, 2023 | $ | 40 |
There were no unrealized or realized gain (loss) for equity securities for the year ended December 31, 2023.
The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, perhistorical losses, current and future economic market conditions, and financial condition of the issuer. As of December 31, 2023, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.
| 19 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
Investment in undeveloped land
The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.
Per share
Loss per share for the yearsyear ended December 31, 20172023 and 2016,2022, respectively, is calculated based on 19,216,00020,620,711 and 19,085,00020,504,457 weighted average outstanding shares of common stock, including 135,000 and 65,000, respectively, common shares underlying vested RSUs. Options for 550,000 and 3,350,000weighted average issuable shares of common stock in 2017 and 2016, respectively, and unvested RSUs for 66,000 and 132,000 shares of common stock in 2017 and 2016, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from operations for both years.
Stock-based compensation
Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences. See Note 11.
Income taxes
Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively. The Company hashad no uncertainincome tax positionsuncertainties at December 31, 20172023 and 2016.
Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments.
| 3. | New accounting standards |
In May 2014,June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2014-09 Revenue from Contracts with Customers (“ASC 606”). The new guidance creates a single, principle based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the CompanyNo. 2016-13 (ASU 2016-13) “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on January 1, 2018. The Company has performed an assessment and analysis of the Company’s current policies and practices and there will be no material change upon the adoption of ASC 606.
| Accounts payable and accrued expenses |
Accounts payable and accrued expenses consist of the following (in thousands):
| Year Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Accrued professional fees | $ | 44 | $ | 55 | ||||
| Other | 39 | 57 | ||||||
| Total | $ | 83 | $ | 112 | ||||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Accrued professional fees | $ | 207 | $ | 187 | ||||
| Accrued compensation and related expenses | 144 | 161 | ||||||
| Other | 378 | 393 | ||||||
| $ | 729 | $ | 741 | |||||
| Table of Contents |
| Year Ended December 31, | ||||||||
| 2017 | 2016 | |||||||
Current | ||||||||
| Federal | $ | - | $ | - | ||||
| State and local | 52 | 54 | ||||||
| Total current | 52 | 54 | ||||||
Deferred | ||||||||
| Federal | $ | (148 | ) | $ | - | |||
| State and local | - | - | ||||||
| Total deferred | (148 | ) | - | |||||
| Total income tax (benefit) expense | $ | (96 | ) | $ | 54 | |||
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
| 5. | Income taxes |
For the years ended December 31, 20172023 and 2016, current2022, the Company recorded no income tax expense related to operations substantially represents minimum state income taxes. For the year ended December 31, 2017, deferred income tax benefit represents a reduction of the valuation allowance due to a change in tax law permitting alternative minimum tax credits to be refundable.
The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit)benefit from operations is as follows:
| Year ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Federal income tax rate | (34.0 | )% | (34.0 | )% | ||||
| State income tax (net of federal effect) | 6.8 | 1.7 | ||||||
| Change in valuation allowance | (251.5 | ) | 34.3 | |||||
| Deferred tax asset write-down | 73.2 | - | ||||||
| Non-deductible expenses | 0.6 | 0.6 | ||||||
| Impact of tax law change | 198 | - | ||||||
| Effective tax rate | (6.9 | )% | 2.6 | % | ||||
| Year ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Federal income tax rate | (21.0 | )% | (21.0 | )% | ||||
| State income tax (net of federal effect) | 7.1 | (0.6 | ) | |||||
| Change in valuation allowance | (36.2 | ) | 3.1 | |||||
| Deferred tax adjustment | 50.0 | 17.0 | ||||||
| Non-deductible expenses / (non-taxable income) | 0.1 | 1.5 | ||||||
| Effective tax rate | - | % | - | % | ||||
The deferred tax assets and liabilities are summarized as follows (in thousands):
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | 6,356 | $ | 8,809 | ||||
| Equity-based compensation | 107 | 1,275 | ||||||
| Tax credit carryforwards | 148 | 148 | ||||||
| Accrued compensation | 180 | 305 | ||||||
| Accrued liabilities & other | 157 | 105 | ||||||
| Gross deferred tax assets | 6,948 | 10,642 | ||||||
| Less: valuation allowance | (6,365 | ) | (9,850 | ) | ||||
| Deferred tax assets after valuation allowance | 583 | 792 | ||||||
| Deferred tax liabilities: | ||||||||
| Intangible assets | ||||||||
| Other | (435 | ) | (784 | ) | ||||
| Deferred tax liabilities | - | (8 | ) | |||||
| Net Deferred tax assets | (435 | ) | (792 | ) | ||||
| $ | 148 | $ | - | |||||
| December 31, | ||||||||
| 2023 | 2022 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | 5,301 | $ | 5,030 | ||||
| Capital loss carryforwards | - | 620 | ||||||
| Equity-based compensation | - | 16 | ||||||
| Unrealized loss on investments | 87 | 89 | ||||||
| Other | 3 | 2 | ||||||
| Gross deferred tax assets | 5,391 | 5,757 | ||||||
| Less: valuation allowance | (5,391 | ) | (5,757 | ) | ||||
| Deferred tax assets after valuation allowance | - | - | ||||||
| Net Deferred tax assets | $ | - | - | |||||
A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized. The valuation allowance (decreased)decreased by approximately $366,000 and had increased by approximately $(3,485,000) and $712,000 respectively,$29,000 during the years ended December 31, 20172023 and 2016.2022, respectively. The decrease in the valuation allowance during the year ended December 31, 20172023 was mainly dueattributable to a changedecreases in the corporate incomegross deferred tax rate perasset related to the Act.expiration of a capital loss carryforward, net of increases in the net operating loss carryforward. The increase in the valuation allowance during the year ended December 31, 20162022 was mainly due to an increase ofincreases in the net operating loss carryforward and other deferred tax assets.
The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2017,2023, the Company has a federal net operating loss carryforward of approximately $21.2 million,$23,453,000, of which $15,177,000 expires from 2031 through 2037, and $8,276,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $19.6 (pre-apportioned) and $17.6 (post-apportioned) million,$7,298,000, which expire between 20182025 and 2037. Approximately $1.3 million of the federal net operating2044. The Company’s capital loss carryforward and $8.5 million of the state net operating loss carryforward were acquired from Winthrop. The acquired federal net operating loss carryforward is limited in its utilization by Section 382 of the Internal Revenue Code due to an ownership change.approximately $2,371,000 expired during 2023.
| Capital Stock |
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Computer software | $ | 75 | $ | 72 | ||||
| Computer equipment | 140 | 110 | ||||||
| Office furniture and equipment | 46 | 46 | ||||||
| Leasehold improvements | 1 | 1 | ||||||
| 262 | 229 | |||||||
| Less: accumulated depreciation and amortization | (162 | ) | (126 | ) | ||||
| $ | 100 | $ | 103 | |||||
| December 31, 2017 | |||||||||||||
Intangible | Estimated useful life | Gross carrying amount | Accumulated Amortization | Net carrying amount | |||||||||
| Investment Management and Advisory Contracts | 9 years | $ | 3,181 | $ | 1,778 | $ | 1,403 | ||||||
| Trademarks | 10 years | 433 | 218 | 215 | |||||||||
Proprietary Software and Technology | 4 years | 960 | 960 | - | |||||||||
| $ | 4,574 | $ | 2,956 | $ | 1,618 | ||||||||
| December 31, 2016 | |||||||||||||
Intangible | Estimated useful life | Gross carrying amount | Accumulated Amortization | Net carrying amount | |||||||||
| Investment Management and Advisory Contracts | 9 years | $ | 3,181 | $ | 1,425 | $ | 1,756 | ||||||
| Trademarks | 10 years | 433 | 174 | 259 | |||||||||
Proprietary Software and Technology | 4 years | 960 | 960 | - | |||||||||
| $ | 4,574 | $ | 2,559 | $ | 2,015 | ||||||||
Year ending December 31, | |
2018 | 397 |
2019 | 397 |
2020 | 397 |
2021 | 386 |
| 2022 | 41 |
$1,618 |
The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.
The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At December 31, 2017,On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company had repurchased 2,041,971purchased 192,750 shares of its common stock (of which 250,000 shares were purchased in 2016a privately negotiated transaction at a costprice of $340,000)$0.25 per share for an amount of approximately $48,000. The Company did not repurchase any common stock during the year ended December 31, 2023. At December 31, 2023 and 2022, the Company had repurchased an aggregate of 2,234,721 shares of its common stock and a total of 2,958,029 shares,2,765,279 remained available for repurchase.repurchase at December 31, 2023 and 2022.
On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, for payment of quarterly directors’ fees due to them for services in 2022, which were classified as issuable at December 31, 2022. During the year ended December 31, 2022, the Company issued 217,932 shares of Company common stock to directors, 100,000 stock awards vested and were issued. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.
| 21 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Consolidated Financial Statements
December 31, 2023
In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.
| 7. | Incentive stock plans and stock-based compensation |
Common stock options
The Company had initially adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), which was subsequently amended in March 2007 (the “2003 Plan Amendment”). In December 2007, the Company adoptedand the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The plans provide for up to 3,500,000 and 7,500,000periods during which additional awards for sharesmay be granted under the 2003 Plan Amendmentplans have expired and 2007 NPDC Plan, respectively, inno further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the formBoard of discretionary grants of stock options, restricted stock shares, restricted stock units (RSUs) and other stock-based awards to employees, directors and outside service providers. The Company’s plans are administered byDirectors or the Compensation Committee of the Board of Directors which consists solely of non-employee directors. The term of any option granted under the plans will not exceed ten yearsand pursuant to exemptions from the date of grant and, in the case of incentive stock options granted to a 10% or greater holder of total voting stockregistration requirements of the Company, three years from the date of grant. The exercise price of any option granted under the plans may not be less than the fair market value of the common stock on the date of grant or, in the case of incentive stock options granted to a 10% or greater holder of total voting stock, 110% of such fair market value.
As of December 31, 2017, the number of shares reserved2023 and available for awardDecember 31, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan is 6,141,786Plan. There were no grants, forfeitures or exercises of options during the year of 2023.
Capital Stock
The Company’s Director Compensation Program (the “Compensation Program”) provided for payment to Directors who are not employees of the Company of (i) annual stock compensation for serving as a member of the Board or committee of the Board, and under(ii) cash compensation for attendance in person or by telephone of meetings of the 2003 Plan Amendment is 3,500,000.
During the year ended December 31, 2016,2022, the Company issued 100,000 options to a consultant on March 28, 2016 and 25,000 options to an employee on March 31, 2016. The options issued on March 28, 2016 vest equally over 3 years, and are subject to post vesting restrictions for sale for three years. The options issued on March 31, 2016 vest on the third anniversaryincurred $80,000 of their issuance. The optionsdirector fees payable in 353,966 shares of its common stock, of which 68,966 were issued at an exercise priceand 285,000 were issuable as of $1.29December 31, 2022. On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2022.
| 8. | Commitments, Contingencies, and Other |
The Company has interests in land and $1.34 per sharecertain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.
In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dam, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the options issued on March 28, 2016Consent Orders relating to Acme Pond Dam and March 31, 2016, respectively, which price was equal to the market value at the date of the grant. The 25,000 options issued on March 31, 2016 were canceled in the third quarter of 2016, upon the termination of the employee. The grant-date fair value of the options were $0.50 and $0.52, respectively, which was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:Killingly Pond Dam, respectively.
| Year ended December 31, | ||||||||
| 2017 | 2016 | |||||||
| Adjusted EBITDA of operating segment | $ | 954 | $ | 785 | ||||
Other operating expenses: | ||||||||
| Corporate (1) | (1,555 | ) | (1,498 | ) | ||||
| Depreciation and amortization | (433 | ) | (643 | ) | ||||
| Equity based compensation | (218 | ) | (229 | ) | ||||
| Software implementation costs | (38 | ) | - | |||||
| Relocation and severance costs | - | (99 | ) | |||||
| Operating loss | (1,290 | ) | (1,684 | ) | ||||
Non- operating income (expense): | ||||||||
| Interest expense and other, net | (96 | ) | (100 | ) | ||||
| Share of loss from Investment in LLC | - | (294 | ) | |||||
| Loss from operations before income taxes | $ | (1,386 | ) | $ | (2,078 | ) | ||
Following is a summary of the Company's total assets (in thousands): | ||||||||
| December 31, | ||||||||
| 2017 | 2016 | |||||||
| Operating segment | $ | 6,160 | $ | 6,224 | ||||
| Corporate (2) | 6,286 | 7,431 | ||||||
| $ | 12,446 | $ | 13,655 | |||||
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.None.
Item 9A.
Controls and Procedures.(a) Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our management including our Chief Executive Officer and our Acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, our Chief Executive Officer and Acting Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 20172023 were effective.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Our internal control processes and procedures are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with United States generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that reasonably allow us to record, process, summarize, and report information and financial data within prescribed time periods and in accordance with Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including our Chief Executive Officer and Acting Chief Financial Officer, wethe Company conducted an evaluation of internal control over financial reporting as of December 31, 20172023 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013) (“COSO Framework”). Based upon our evaluation, wethe Company concluded that our internal control over financial reporting was effective as of December 31, 2017.2023.
(c) Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.
(d) Changes in Internal Control over Financial Reporting
The Company’s Chief Executive Officer and Acting Chief Financial Officer have also concluded that there have not been any changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected or are reasonably likely to materially effect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None
| 23 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is incorporated by reference to the Company’s definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the Company’s fiscal year end of December 31, 2017,2023 for its annual stockholders’ meeting for 20152023 (the “Proxy Statement”) under the captions “Directors and Executive Officers”, “Corporate Governance”, “Compliance with Section 16(a) of the Exchange Act”, “Code of Ethics” and “Audit Committee.”
Item 11. Executive Compensation.
The information required by this item is incorporated by reference to the Company’s Proxy Statement for its 20172023 Annual Meeting of Stockholders under the caption “Executive Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Additional information required by this item is incorporated by reference to the Company’s Proxy Statement for its 20172023 Annual Meeting of Stockholders under the caption “Stock Ownership of Management and Principal Stockholders”.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
This information required by this item is incorporated by reference to the Company’s Proxy Statement for its 20172023 Annual Meeting of Stockholders under the captions “Certain Transactions with Management” and “Director Independence”.
Item 14. Principal Accounting Fees and Services.
The information regarding principal accountant fees and services and the Company’s pre-approval policies and procedures for audit and non-audit services provided by the Company’s independent accountants is incorporated by reference to the Company’s Proxy Statement for its 20172023 Annual Meeting of Stockholders under the caption “Principal Accountant Fees and Services.”
Item 15. Exhibits and Financial Statement Schedules.Schedules
| (a)(1) | The following financial statements are included in Part II, Item 8. Financial Statements and Supplementary Data: |
| Page | |
| Financial Statements of Wright Investors’ Service Holdings, Inc.: | |
13 | |
14 | |
| 15 | |
| Consolidated Statements of Cash Flows - Years ended December 31, | 16 |
| (a)(2) | Schedules have been omitted because they are not required or are not applicable, or the required information has been included in the financial statements or the notes thereto. |
| (a)(3) | See accompanying Index to Exhibits. |
| EXHIBITS | |||
| 3(i) | |||
| 31.1 | * | Certification of the principal executive officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a) |
| 31.2 | * | |
| 32 | * | |
| 101.INS | XBRL Instance | |
| 101.SCH | XBRL | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
*Filed within
Item 16. Form 10-K Summary
None.
| 25 |
SIGNATURES
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, thereunto duly authorized.
| WRIGHT INVESTORS’ SERVICE HOLDINGS, INC | ||||
| Date: March 27, 2024 | By: | /s/ HARVEY P. EISEN | ||
| Name: | Harvey P. Eisen | |||
| Title: | Chairman, President and Chief Executive Officer (Principal Executive Officer) | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity | Date | |
| /s/ HARVEY P. EISEN | Chairman, President and Chief Executive Officer | March 27, 2024 | |
| Harvey P. Eisen | (Principal Executive Officer) | ||
| /s/ HAROLD KAHN | Acting Chief Financial Officer and Acting Principal Accounting Officer | March 27, 2024 | |
| Harold Kahn | (Principal Financial Officer) | ||
| /s/ LAWRENCE G. SCHAFRAN | Director | March 27, 2024 | |
| Lawrence G. Schafran | |||
| /s/ DORT CAMERON III | Director | March 27, 2024 | |
| Dort Cameron III |
26