Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Entity Registrant Name | 'Wright Investors Service Holdings, Inc. | ' |
Entity Central Index Key | '0001279715 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 18,484,210 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues | ' | ' |
Investment management services | $689 | $664 |
Other investment advisory services | 628 | 687 |
Financial research and related data | 155 | 163 |
Total Revenues | 1,472 | 1,514 |
Expenses | ' | ' |
Selling, general and administrative | 2,291 | 2,521 |
Total expenses | 2,291 | 2,521 |
Operating loss | -819 | -1,007 |
Investment and other income, net | 10 | 29 |
Gain on sale of investment in MXL | 719 | ' |
Change in fair value of contingent consideration | -26 | -35 |
Loss from continuing operations before income taxes | -116 | -1,013 |
Income tax expense | -9 | -3 |
Loss from continuing operations | -125 | -1,016 |
Loss from discontinued operations, net of taxes | ' | -266 |
Net loss | ($125) | ($1,282) |
Basic and diluted loss per share | ' | ' |
Continuing operations | ($0.01) | ($0.06) |
Discontinued operations | ' | ($0.01) |
Net loss | ($0.01) | ($0.07) |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $12,636 | $12,566 |
Short-term investments | 136 | 132 |
Accounts receivable, net | 356 | 322 |
Refundable and prepaid income taxes | 33 | 16 |
Prepaid expenses and other current assets | 266 | 393 |
Total current assets | 13,427 | 13,429 |
Property and equipment, net | 43 | 49 |
Intangible assets, net | 3,759 | 3,918 |
Goodwill | 3,364 | 3,364 |
Investment in undeveloped land | 355 | 355 |
Other assets | 50 | 325 |
Total assets | 20,998 | 21,440 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 999 | 1,402 |
Deferred revenue | 7 | 14 |
Current portion of officers retirement bonus liability | 100 | 100 |
Total current liabilities | 1,106 | 1,516 |
Liability for contingent consideration | 532 | 506 |
Officers retirement bonus liability, net of current portion | 797 | 802 |
Total liabilities | 2,435 | 2,824 |
Stockholders' equity | ' | ' |
Common stock | 190 | 190 |
Additional paid-in capital | 33,183 | 33,111 |
Accumulated deficit | -13,451 | -13,326 |
Treasury stock, at cost | -1,359 | -1,359 |
Total stockholders' equity | 18,563 | 18,616 |
Total liabilities and stockholders' equity | $20,998 | $21,440 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($125) | ($1,282) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Gain on sale of investment in MXL | -719 | ' |
Depreciation and amortization | 165 | 164 |
Change in liability for contigent consideration | 26 | 35 |
Equity based compensation, including issuance of stock to directors | 72 | 95 |
Changes in other operating items: | ' | ' |
Accounts receivable | -34 | 30 |
Short-term investments | -4 | -15 |
Deferred revenue | -7 | -16 |
Officers retirement bonus | -5 | 5 |
Refundable and prepaid income tax | -17 | 6 |
Prepaid expenses and other current assets | 127 | 15 |
Accounts payable and accrued expenses | -403 | 115 |
Net cash used in operating activities | -924 | -848 |
Cash flows from investing activities: | ' | ' |
Proceeds from sale of investment in MXL | 994 | ' |
Additions to property and equipment | ' | -1 |
Net cash provided by (used in) investing activities | 994 | -1 |
Net increase (decrease) in cash and cash equivalents | 70 | -849 |
Cash and cash equivalents at the beginning of the period | 12,566 | 18,034 |
Cash and cash equivalents at end of period | 12,636 | 18,883 |
Net cash paid during the period for | ' | ' |
Income Taxes | $25 | $3 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Treasury stock, at cost [Member] |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2013 | $18,616 | $190 | $33,111 | ($13,326) | ($1,359) |
Balance, shares at Dec. 31, 2013 | ' | 19,040,416 | ' | ' | ' |
Net loss | -125 | ' | ' | -125 | ' |
Equity based compensation expense | 72 | ' | 72 | ' | ' |
Balance at Mar. 31, 2014 | $18,563 | $190 | $33,183 | ($13,451) | ($1,359) |
Balance, shares at Mar. 31, 2014 | ' | 19,040,416 | ' | ' | ' |
Basis_of_presentation_and_desc
Basis of presentation and description of activities | 3 Months Ended | |
Mar. 31, 2014 | ||
Basis of presentation and description of activities [Abstract] | ' | |
Basis of presentation and description of activities | ' | |
1 | Basis of presentation and description of activities | |
Basis of presentation | ||
The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2013 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2014 interim period are not necessarily indicative of results to be expected for the entire year. | ||
Description of activities | ||
On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings"). | ||
On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash. Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires. | ||
On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services, financial advisory services and investment research to large and small investors, both taxable and tax exempt. WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission. In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company (see Note 2). | ||
As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies. | ||
Reclassification | ||
The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 re lated to Merit litigation (See Note 12 (a)) from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013. |
Liability_for_Contingent_Consi
Liability for Contingent Consideration | 3 Months Ended | |
Mar. 31, 2014 | ||
Liability for Contingent Consideration [Abstract] | ' | |
Liability for Contingent Consideration | ' | |
2 | Liability for Contingent Consideration | |
In connection with the Company's acquisition of Winthrop on December 19, 2012, the Company has agreed to pay contingent consideration in cash to a holder of Winthrop common stock who received 852,228 shares of Company Common Stock to the extent that such shares have a value of less than $1,900,000 on the expiration of the three year period based on the average closing price of the Company's Common Stock for the ten trading days prior to such date. | ||
A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid. The fair value was calculated by applying a lattice model, which takes into account the potential for the Company's stock price per share being less than $2.23 per share at the end of the 3 year lock-up period. The fair value measurement is based on significant unobservable inputs that are supported by little market activity and reflect the Company's own assumptions. Key assumptions include expected volatility (50%) in the Company's common stock and the risk free interest rate (0.36%) during the above period. Changes in the fair value of the contingent consideration subsequent to the acquisition date are being recognized in earnings until the liability is eliminated or settled. The fair value of the liability was $532,000 on March 31, 2014. The Company recognized an expense of $25,000 and $35,000, respectively, for the change in the value for the period ended March 31, 2014 and 2013. | ||
Sale_of_MXL_investment
Sale of MXL investment | 3 Months Ended | |
Mar. 31, 2014 | ||
Sale of MXL investment [Abstract] | ' | |
Sale of MXL investment | ' | |
3. | Sale of MXL investment | |
At December 31, 2013, the Company held a 19.9% equity investment in a privately-held company, MXL, which is engaged in the plastic molding and precision coating businesses. At December 31, 2013, this investment was included in other assets at cost of $275,000. | ||
On February 3, 2014 the privately-held company exercised its right to purchase the Company's 19.9% interest. The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000. |
Per_share_data
Per share data | 3 Months Ended | |
Mar. 31, 2014 | ||
Per share data [Abstract] | ' | |
Per share data | ' | |
4. | Per share data | |
Loss per share for the three months ended March 31, 2014 and 2013 respectively, is calculated based on 19,081,000 and 18,950,000 weighted average outstanding shares of common stock. Included in these share numbers are vested RSUs of 608,526 and 479,280 for the quarters ended March 31, 2014 and 2013, respectively. | ||
Options for 3,250,000 and 3,300,000 shares of common stock for the quarters ended March 31, 2014 and 2013, respectively and unvested RSUs for 258,492 and 387,738 shares of common stock, respectively, for the quarters ended March 31, 2014 and 2013 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for both periods. | ||
Capital_Stock
Capital Stock | 3 Months Ended | |
Mar. 31, 2014 | ||
Capital Stock [Abstract] | ' | |
Capital Stock | ' | |
5. | Capital Stock | |
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 March 31, 2014 the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remained available for repurchase at March 31, 2014. |
Shortterm_investments
Short-term investments: | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Short-term investments: [Abstract] | ' | ||||||||||||
Short-term investments: | ' | ||||||||||||
6 | Short-term investments: | ||||||||||||
The Financial Accounting Standards Board has issued authoritative accounting guidance that defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or liability. The three levels of fair value hierarchy are described below: | |||||||||||||
· | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||||||
· | Level 2 - Quoted prices in active markets for similar assets and liabilities or quoted prices in less active, dealer or broker markets; | ||||||||||||
· | Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable. | ||||||||||||
Short-term investments, in mutual funds managed by a subsidiary of Winthrop and separate securities accounts, are stated at the net asset value of the funds or the year-end closing price of the underlying security. All investments are classified as Level 1 investments. | |||||||||||||
The following is a summary of current trading marketable securities at March 31, 2014 (in thousands): | |||||||||||||
Cost | Unrealized | Estimated | |||||||||||
Gains | Fair Value | ||||||||||||
Mutual funds | $ | 91 | $ | 45 | $ | 136 | |||||||
$ | 91 | $ | 45 | $ | 136 | ||||||||
Incentive_stock_plans_and_stoc
Incentive stock plans and stock based compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Incentive stock plans and stock based compensation [Abstract] | ' | ||||||||||||||||
Incentive stock plans and stock based compensation | ' | ||||||||||||||||
7 | Incentive stock plans and stock based compensation | ||||||||||||||||
The Company has a stock-based compensation plan for employees and non-employee members of its Board of Directors. The plan provides for discretionary grants of stock options, restricted shares, and other stock-based awards. The Company's plan is administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. No stock options were granted during the three months ended March 31, 2014. | |||||||||||||||||
Information with respect to the Company's outstanding stock options for the three months ended March 31, 2014 is as follows: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Options outstanding at January 1, 2014 | 3,250,000 | $ | 2.31 | 3.6 | $ | 0 | * | ||||||||||
Options outstanding at March 31, 2014 | 3,250,000 | $ | 2.31 | 3.4 | $ | 177,000 | * | ||||||||||
Options exercisable at March 31, 2014 | 3,250,000 | $ | 2.31 | 3.4 | $ | 177,000 | * | ||||||||||
* | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. | ||||||||||||||||
Compensation expense related to option grants amounted to $0 and $20,000 for the quarters ended March 31, 2014 and 2013, respectively. As of March 31, 2014, there was no additional unrecognized compensation cost related to non-vested options. | |||||||||||||||||
Restricted stock units | |||||||||||||||||
As a result of the Winthrop acquisition, the Company issued a total of 867,018 RSUs to be settled in shares of Company common stock as follows: | |||||||||||||||||
a) | 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years. The RSUs were valued at the closing price of the Company's common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share. The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date. | ||||||||||||||||
b) | 370,000 RSUs were granted to four key executives, which vest equally over three years, with the first third vesting one year from the Closing Date. The RSUs are valued based on the closing price of the Company's common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25. The Company recorded compensation expense of $69,000 for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $460,000, which will be recognized over the remaining vesting period of approximately 2 years. | ||||||||||||||||
c) | 17,738 RSUs were granted to certain employees of the Company on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014. The RSUs are valued based on the closing price of the Company's common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25. The Company recorded compensation expense of $3,000 and $2,000, respectively, for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $24,000, which will be recognized over the remaining vesting period of approximately 2 years. | ||||||||||||||||
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Intangible Assets [Abstract] | ' | |||||||||||||
Intangible Assets | ' | |||||||||||||
8. | Intangible Assets | |||||||||||||
At March 31, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands): | ||||||||||||||
Intangible | Estimated | Gross | Accumulated | Net carrying | ||||||||||
useful life | carrying | Amortization | amount | |||||||||||
amount | ||||||||||||||
Investment management and Advisory Contracts | $ | 3,181 | $ | 453 | $ | 2,728 | ||||||||
9 years | ||||||||||||||
Trademarks | 10 years | 433 | 55 | 378 | ||||||||||
Proprietary software and | 960 | 307 | 653 | |||||||||||
technology | 4 years | |||||||||||||
$ | 4,574 | $ | 815 | $ | 3,759 | |||||||||
For the period ended March 31, 2014 amortization expense was $159,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): | ||||||||||||||
Year ending December 31, | ||||||||||||||
2014 (remainder) | $477 | |||||||||||||
2015 | 637 | |||||||||||||
2016 | 630 | |||||||||||||
2017 | 397 | |||||||||||||
2018 | 397 | |||||||||||||
2019-2023 | 1,221 | |||||||||||||
$3,759 | ||||||||||||||
Related_party_transactions
Related party transactions | 3 Months Ended | |
Mar. 31, 2014 | ||
Related party transactions [Abstract] | ' | |
Related party transactions | ' | |
9. | Related party transactions | |
Effective June 1, 2010, the Company relocated its headquarters to the offices of Bedford Oak in Mount Kisco, New York. Bedford Oak is controlled by Harvey P. Eisen, Chairman, Chief Executive Officer and a director of the Company. From June 1, 2010 through August 31, 2012, the Company had been subleasing a portion of the Bedford Oak space and had access to various administrative support services on a month-to-month basis at a rate of approximately $19,700 per month. | ||
On October 31, 2012, the Company's Audit Committee approved an increase to approximately $40,700 per month (effective as of September 1, 2012) in the monthly sublease and administrative support services rate, which increased rate the Company believes is necessary to provide for the increased personnel and space requirements necessary for an operating company. Selling general and administrative expenses for the three months ended March 31, 2014 and 2013, includes $122,000 related to the sublease arrangement with Bedford Oak. | ||
On May 13, 2014, the Company's Audit Committee approved a decrease to approximately $27,600 per month (effective as of June 1, 2014) in the monthly sublease and administrative support services rate, which decreased rate is part of the Company's effort to control and reduce costs. | ||
Wright acts as an investment advisor, its subsidiary acts as a principal underwriter and one officer of Winthrop is also an officer for a family of mutual funds from which investment management and distribution fees are earned based on the net asset values of the respective funds. Such fees amounted to $206,000 and $259,000 for the three months ended March 31, 2014 and March 31, 2013, respectively. | ||
Income_taxes
Income taxes | 3 Months Ended | |
Mar. 31, 2014 | ||
Income taxes [Abstract] | ' | |
Income taxes | ' | |
10. | Income taxes | |
For the three months ended March 31, 2014 and 2013, the Company recorded income tax expense from continuing operations of $9,000 and $3,000, respectively, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three months ended March 31, 2014 and 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss. | ||
Retirement_plans
Retirement plans | 3 Months Ended | |
Mar. 31, 2014 | ||
Retirement plans [Abstract] | ' | |
Retirement plans | ' | |
11. | Retirement plans | |
Winthrop maintains an officer retirement bonus plan (the "Bonus Plan") that is an unfunded deferred compensation program providing retirement benefits equal to 10% of annual compensation, as defined, to those officers upon their retirement. Effective December 1, 1999, the Plan was frozen so that no additional benefits will be earned. The total obligation under the Bonus Plan at March 31, 2014 is $1,688,000, of which $100,000 is estimated to be payable over the next twelve months. The liability is payable to individual retired employees at the rate of $50,000 per year in equal monthly amounts commencing upon retirement. The liability was recorded at $885,000 at the date of acquisition, representing its estimated fair value computed based on its present value, utilizing a discount rate of 14%, which was estimated to be the acquired company's weighted average cost of capital on such date from the perspective of a market participant. The calculated discount of $945,000 at the date of acquisition is being amortized as interest expense over the period the obligation is outstanding by use of the effective interest method. For the three months ended March 31, 2014 and 2013, interest expense, (included in investment and other income) amounted to $20,000 and $30,000, respectively. At March 31, 2014, the present value of the obligation under the Bonus Plan was $897,000, and the unamortized discount was $791,000. |
Contingencies_and_other
Contingencies and other | 3 Months Ended | |
Mar. 31, 2014 | ||
Contingencies and other [Abstract] | ' | |
Contingencies and other | ' | |
12. | Contingencies and other | |
(a) | On or about May 17, 2011, the Merit Group, Inc. ("Merit") filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the "Avoidance Action") now captioned CohnResnick LLP, as Plan Administrator v. National Patent Development Corp. (In re TMG Liquidation Co.). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. ("Five Star") from the Company under the Stock Purchase Agreement, dated November 24, 2009 (the "Agreement"), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code. | |
On August 2, 2013, the Company entered into a Settlement Agreement and Release (the "Settlement Agreement") with CohnReznick LLP (the "Plan Administrator") to settle the Avoidance Action. Under the terms of the Settlement Agreement, the Plan Administrator was required to file with the Bankruptcy Court, no later than August 9, 2013, a motion to approve the Settlement Agreement (the "Settlement Motion") and a proposed order approving relief to be requested in the Settlement Motion (the "Proposed Order"). Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $2,375,000 (the "Settlement Payment") to the Plan Administrator conditioned upon the entry of an order (the "Approval Order") by the Bankruptcy Court approving the Settlement Motion, that is in a form acceptable to the Company and in substantially the same form as the Proposed Order. The Bankruptcy Court entered an order approving the Settlement Agreement on September 4, 2013, and the Settlement Agreement required the Company to make the Settlement Payment within fifteen days of the Approval Order becoming a final, non-appealable order (a "Final Order"). On October 3, 2013, the Company made a payment of $2,375,000 to the Plan Administrator pursuant to the terms of the Settlement Agreement. | ||
The Settlement Agreement also provides for general mutual releases by each of the parties, including a general release in favor of the Company and its affiliates, and the Company's and its affiliates' officers, directors, employees, agents, and professionals. The mutual releases became effective upon entry of the Final Order and receipt of the Settlement Payment by the Plan Administrator. In addition, pursuant to the terms of the Settlement Agreement, on October 9, 2013 the Plan Administrator made the requisite filings to dismiss, with prejudice, the Avoidance Action and a second pending adversary complaint against the Company. Upon entry of the Final Order by the Bankruptcy Court, the Company resolved all claims and causes of action that have been or could have been asserted against it by the Plan Administrator. | ||
As a result of entering into the Settlement Agreement, during the third quarter ended September 30, 2013, the Company recorded a loss in discontinued operations of $2,375,000 in connection with the Avoidance Action. In April 2014, the Company agreed to a settlement of its insurance claim related to this matter, and will receive a net payment of $525,000, which will be recorded as income in discontinued operations during the second quarter of 2014. | ||
(b) | The Company entered into employment agreements with four key executives of Winthrop. The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without "good reason" prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company Common Stock as of the date of the notice of the exercise of the call right. | |
Basis_of_presentation_and_desc1
Basis of presentation and description of activities (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Basis of presentation and description of activities [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2013 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2013 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2014 interim period are not necessarily indicative of results to be expected for the entire year. | |
Description of activities | ' |
Description of activities | |
On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings"). | |
On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash. Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires. | |
On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services, financial advisory services and investment research to large and small investors, both taxable and tax exempt. WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission. In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company (see Note 2). | |
As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies. | |
Reclassification | ' |
Reclassification | |
The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 re lated to Merit litigation (See Note 12 (a)) from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013. |
Shortterm_investments_Tables
Short-term investments: (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Short-term investments: [Abstract] | ' | ||||||||||||
Current Trading Marketable Securities | ' | ||||||||||||
The following is a summary of current trading marketable securities at March 31, 2014 (in thousands): | |||||||||||||
Cost | Unrealized | Estimated | |||||||||||
Gains | Fair Value | ||||||||||||
Mutual funds | $ | 91 | $ | 45 | $ | 136 | |||||||
$ | 91 | $ | 45 | $ | 136 | ||||||||
Incentive_stock_plans_and_stoc1
Incentive stock plans and stock based compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Incentive stock plans and stock based compensation [Abstract] | ' | ||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
Information with respect to the Company's outstanding stock options for the three months ended March 31, 2014 is as follows: | |||||||||||||||||
Stock | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Options outstanding at January 1, 2014 | 3,250,000 | $ | 2.31 | 3.6 | $ | 0 | * | ||||||||||
Options outstanding at March 31, 2014 | 3,250,000 | $ | 2.31 | 3.4 | $ | 177,000 | * | ||||||||||
Options exercisable at March 31, 2014 | 3,250,000 | $ | 2.31 | 3.4 | $ | 177,000 | * | ||||||||||
* | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. | ||||||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Intangible Assets [Abstract] | ' | |||||||||||||
Components of Acquired Intangible Assets | ' | |||||||||||||
At March 31, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands): | ||||||||||||||
Intangible | Estimated | Gross | Accumulated | Net carrying | ||||||||||
useful life | carrying | Amortization | amount | |||||||||||
amount | ||||||||||||||
Investment management and Advisory Contracts | $ | 3,181 | $ | 453 | $ | 2,728 | ||||||||
9 years | ||||||||||||||
Trademarks | 10 years | 433 | 55 | 378 | ||||||||||
Proprietary software and | 960 | 307 | 653 | |||||||||||
technology | 4 years | |||||||||||||
$ | 4,574 | $ | 815 | $ | 3,759 | |||||||||
Amortization Expense Related to Intangible Assets | ' | |||||||||||||
Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): | ||||||||||||||
Year ending December 31, | ||||||||||||||
2014 (remainder) | $477 | |||||||||||||
2015 | 637 | |||||||||||||
2016 | 630 | |||||||||||||
2017 | 397 | |||||||||||||
2018 | 397 | |||||||||||||
2019-2023 | 1,221 | |||||||||||||
$3,759 | ||||||||||||||
Basis_of_presentation_and_desc2
Basis of presentation and description of activities (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Basis of presentation and description of activities [Abstract] | ' |
Reclassification of legal expenses from continuing operations to discontinued operations | $260 |
Liability_for_Contingent_Consi1
Liability for Contingent Consideration (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 19, 2012 | Mar. 31, 2014 |
Winthrop [Member] | Winthrop [Member] | |||
Unspecified stockholder [Member] | Unspecified stockholder [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Issuance of common stock in connection with acquisition, shares | ' | ' | 852,228 | ' |
Contingent consideration, maximum value of shares | ' | ' | $1,900 | ' |
Transfer restriction period | ' | ' | '3 years | ' |
Stock price | ' | ' | $2.23 | ' |
Expected volatility | ' | ' | 5.00% | ' |
Risk-free interest rate | ' | ' | 0.36% | ' |
Fair value of contingent liability | ' | ' | ' | 532 |
Change in liability for contigent consideration | ($26) | ($35) | ' | ' |
Sale_of_MXL_investment_Details
Sale of MXL investment (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 26, 2014 | Dec. 31, 2013 |
MXL [Member] | MXL [Member] | |||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' |
Equity investment, percentage | ' | ' | ' | 19.90% |
Equity investment | ' | ' | ' | $275 |
Proceeds from sale of investment in MXL | 994 | ' | 994 | ' |
Gain on sale of investment in MXL | $719 | ' | $719 | ' |
Per_share_data_Details
Per share data (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average number of common shares outstanding | 19,081,000 | 18,950,000 |
Weighted average number of common shares, vested RSUs | 608,526 | 479,280 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 258,492 | 387,738 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,250,000 | 3,300,000 |
Capital_Stock_Details
Capital Stock (Details) | Mar. 31, 2014 |
Capital Stock [Abstract] | ' |
Number of shares authorized to be repurchased | 5,000,000 |
Number of shares repurchased | 1,791,821 |
Remaining number of shares available for repurchase | 3,208,179 |
Shortterm_investments_Details
Short-term investments: (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost | $91 |
Unrealized Gains | 45 |
Estimated Fair Value | 136 |
Mutual Funds [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost | 91 |
Unrealized Gains | 45 |
Estimated Fair Value | $136 |
Incentive_stock_plans_and_stoc2
Incentive stock plans and stock based compensation (Schedule of Stock Option Activity) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |||
Stock Options | ' | ' | ' | ||
Options outstanding at January 1, 2014 | 3,250,000 | ' | ' | ||
Options outstanding at March 31, 2014 | 3,250,000 | ' | 3,250,000 | ||
Options exercisable at March 31, 2014 | 3,250,000 | ' | ' | ||
Weighted Average Exercise Price | ' | ' | ' | ||
Options outstanding at January 1, 2014 | $2.31 | ' | ' | ||
Options outstanding at March 31, 2014 | $2.31 | ' | $2.31 | ||
Options exercisable at March 31, 2014 | $2.31 | ' | ' | ||
Weighted Average Contractual Term | ' | ' | ' | ||
Options outstanding | '3 years 4 months 24 days | ' | '3 years 7 months 6 days | ||
Options exercisable at March 31, 2014 | '3 years 4 months 24 days | ' | ' | ||
Aggregate Intrinsic Value | ' | ' | ' | ||
Options outstanding at January 1, 2014 | $0 | [1] | ' | ' | |
Options outstanding at March 31, 2014 | 177,000 | [1] | ' | 0 | [1] |
Options exercisable at March 31, 2014 | 177,000 | [1] | ' | ' | |
Compensation expense related to option grants | $0 | $22,000 | ' | ||
[1] | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. |
Incentive_stock_plans_and_stoc3
Incentive stock plans and stock based compensation (Restricted Stock) (Details) (Restricted Stock Units (RSUs) [Member], Winthrop [Member], USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 19, 2012 | Dec. 19, 2012 | Dec. 19, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 04, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
Four Key Executives Group One [Member] | Four Key Executives Group Two [Member] | Four Key Executives Group Two [Member] | Four Key Executives Group Two [Member] | Certain employees [Member] | Certain employees [Member] | Certain employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares, Granted | 867,018 | 479,280 | 370,000 | ' | ' | 17,738 | ' | ' |
Post-vesting restrictions, term | ' | '3 years | ' | ' | ' | ' | ' | ' |
Vesting period for plan | ' | ' | '3 years | ' | ' | '3 years | ' | ' |
RSUs value per share | ' | $2.52 | $2.52 | ' | ' | $2.40 | ' | ' |
RSU, discount rate | ' | 20.00% | 11.00% | ' | ' | 11.00% | ' | ' |
RSUs Value per share, less discount for post vesting restrictions on sale | ' | $2.02 | $2.25 | ' | ' | $2.25 | ' | ' |
Compensation | ' | $966 | ' | $69 | $69 | ' | $3 | $2 |
Unrecognized compensation cost | ' | ' | ' | $460 | ' | ' | $24 | ' |
Unrecognized compensation recognition period | ' | ' | ' | '2 years | ' | ' | '2 years | ' |
Intangible_Assets_Intangible_A
Intangible Assets (Intangible Assets) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
Gross carrying amount | $4,574 |
Accumulated Amortization | 815 |
Net carrying amount | 3,759 |
Investment Management and Advisory Contracts [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '9 years |
Gross carrying amount | 3,181 |
Accumulated Amortization | 453 |
Net carrying amount | 2,728 |
Trademarks [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '10 years |
Gross carrying amount | 433 |
Accumulated Amortization | 55 |
Net carrying amount | 378 |
Proprietary Software and Technology [Member] | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Estimated useful life | '4 years |
Gross carrying amount | 960 |
Accumulated Amortization | 307 |
Net carrying amount | $653 |
Intangible_Assets_Estimated_Am
Intangible Assets (Estimated Amortization Expense) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Intangible Assets [Abstract] | ' |
Amortization expense related to intangible assets | $159 |
2014 (remainder) | 477 |
2015 | 637 |
2016 | 630 |
2017 | 397 |
2018 | 397 |
2019-2023 | 1,221 |
Finite-Lived Intangible Assets, Net, Total | $3,759 |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | 13-May-14 | Oct. 31, 2012 | Jun. 01, 2010 | |
Bedford Oak [Member] | Sublease arrangement [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Monthly sublease payment amount | ' | ' | $27,600 | $40,700 | $19,700 |
General and administrative expenses | 122,000 | 122,000 | ' | ' | ' |
Winthrop [Member] | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Investment management and distribution fees | $206,000 | $259,000 | ' | ' | ' |
Income_taxes_Details
Income taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income taxes [Abstract] | ' | ' |
Income tax expense from continuing operations | $9 | $3 |
Retirement_plans_Details
Retirement plans (Details) (Frozen defined benefit plans [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Frozen defined benefit plans [Member] | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' |
Employer match of eligible compensation of employees | 10.00% | ' |
Total obligation | $1,688 | ' |
Total obligation, payable in 2014 | 100 | ' |
Annual liability payable to individual retired employees | 50 | ' |
Liability recorded at date of acquisition | 885 | ' |
Discount rate | 14.00% | ' |
Amount to be amortized, as interest expense | 945 | ' |
Interest expense | 20 | 30 |
Present value of plan | 897 | ' |
Unamortized discount | $791 | ' |
Contingencies_and_other_Detail
Contingencies and other (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 30, 2014 | Sep. 30, 2013 | Oct. 03, 2013 | Aug. 02, 2013 |
Contingencies and other [Abstract] | ' | ' | ' | ' |
Amount of settlement | ' | ' | ' | $2,375 |
Payment for settlement | ' | ' | 2,375 | ' |
Loss in connection with Avoidance Action | ' | -2,375 | ' | ' |
Insurance claim settlement, amount awarded to company | $525 | ' | ' | ' |