Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Entity Registrant Name | Wright Investors Service Holdings, Inc. | |
Entity Central Index Key | 1279715 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,520,461 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues | ||
Investment management services | $623 | $689 |
Other investment advisory services | 697 | 628 |
Financial research and related data | 158 | 155 |
Total revenues | 1,478 | 1,472 |
Expenses | ||
Compensation and benefits | 1,306 | 1,327 |
Other operating | 1,071 | 964 |
Total expenses | 2,377 | 2,291 |
Operating loss | -899 | -819 |
Interest expense and other (loss) income, net | -37 | 10 |
Gain on sale of investment in MXL | 719 | |
Change in fair value of liability for contingent consideration | 112 | -26 |
Loss from operations before income taxes | -824 | -116 |
Income tax expense | -17 | -9 |
Net loss | ($841) | ($125) |
Basic and diluted net loss per share | ($0.04) | ($0.01) |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash and cash equivalents | $10,550 | $11,163 |
Short-term investments | 157 | 154 |
Accounts receivable, net | 438 | 336 |
Prepaid income taxes | 8 | 12 |
Prepaid expenses and other current assets | 329 | 451 |
Total current assets | 11,482 | 12,116 |
Property and equipment, net | 44 | 40 |
Intangible assets, net | 3,122 | 3,281 |
Goodwill | 3,364 | 3,364 |
Investment in undeveloped land | 355 | 355 |
Other assets | 108 | 108 |
Total assets | 18,475 | 19,264 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,188 | 1,116 |
Deferred revenue | 13 | 12 |
Liability for contingent consideration | 460 | 572 |
Current portion of officers retirement bonus liability | 175 | 160 |
Total current liabilities | 1,836 | 1,860 |
Officers retirement bonus liability, net of current portion | 702 | 698 |
Total liabilities | 2,538 | 2,558 |
Stockholders' equity | ||
Common stock | 191 | 191 |
Additional paid-in capital | 33,512 | 33,440 |
Accumulated deficit | -16,407 | -15,566 |
Treasury stock, at cost (565,069 shares in 2015 and 2014) | -1,359 | -1,359 |
Total stockholders' equity | 15,937 | 16,706 |
Total liabilities and stockholders' equity | $18,475 | $19,264 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Paranthetical) | Mar. 31, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Treasury stock, shares | 565,069 | 565,069 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net loss | ($841) | ($125) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on sale of investment in MXL | -719 | |
Depreciation and amortization | 164 | 165 |
Change in liability for contigent consideration | -112 | 26 |
Equity based compensation, including issuance of stock to directors | 72 | 72 |
Changes in other operating items, net: | ||
Accounts receivable | -102 | -34 |
Investment securities | -3 | -4 |
Deferred revenue | 1 | -7 |
Officers retirement bonus | 19 | -5 |
Income tax payable | 4 | -17 |
Prepaid expenses and other current assets | 122 | 127 |
Accounts payable and accrued expenses | 72 | -403 |
Net cash used in operating activities | -604 | -924 |
Cash flows from investing activities: | ||
Proceeds from sale of investment in MXL | 994 | |
Additions to property and equipment | -9 | |
Net cash (used in) provided by investing activities | -9 | 994 |
Net (decrease) increase in cash and cash equivalents | -613 | 70 |
Cash and cash equivalents at the beginning of the period | 11,163 | 12,566 |
Cash and cash equivalents at end of period | 10,550 | 12,636 |
Net cash paid during the period for | ||
Income taxes | $10 | $23 |
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, 2014 | $16,706 | $191 | $33,440 | ($15,566) | ($1,359) |
Balance, shares at Dec. 31, 2014 | 19,059,198 | ||||
Net loss | -841 | -841 | |||
Equity based compensation expense | 72 | 72 | |||
Balance at Mar. 31, 2015 | $15,937 | $191 | $33,512 | ($16,407) | ($1,359) |
Balance, shares at Mar. 31, 2015 | 19,059,198 |
Basis_of_presentation_and_desc
Basis of presentation and description of activities | 3 Months Ended | |
Mar. 31, 2015 | ||
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, 2014 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, 2014 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 2015 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 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. | ||
Reclassification | ||
The Company has reclassified $1,327,000 of Other operating expenses for the period ended March 31, 2014 to Compensation and benefits in order to be consistent with the presentation for the period ended March 31, 2015. |
Liability_for_Contingent_Consi
Liability for Contingent Consideration | 3 Months Ended | |
Mar. 31, 2015 | ||
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 stock price of $1.85 and $1.95 at March 31, 2015 and March 31, 2014, respectively, expected volatility 50% at both March 31, 2015 and 2014 in the Company's common stock and the risk free interest rate of 0.27% an 0.38% as of March 31, 2015 and 2014, respectively, during the remainder of the three year lock-up 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 $460,000 on March 31, 2015. The Company recognized income of $112,000 and an expense of $26,000, respectively, for the change in the value for the three months ended March 31, 2015 and 2014, respectively. | ||
Sale_of_MXL_investment
Sale of MXL investment | 3 Months Ended | |
Mar. 31, 2015 | ||
Sale of MXL investment [Abstract] | ||
Sale of MXL investment | 3. | Sale of MXL investment |
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. 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 for the three months ended March 31, 2014. | ||
Per_share_data
Per share data | 3 Months Ended | |
Mar. 31, 2015 | ||
Per share data [Abstract] | ||
Per share data | 4. | Per share data |
Loss per share for the three months ended March 31, 2015 and 2014, respectively, is calculated based on 19,229,000 and 19,081,000 weighted average outstanding shares of common stock. Included in these share numbers are vested RSUs of 734,815 and 608,526 for the quarters ended March 31, 2015 and 2014, respectively. | ||
Options for 3,250,000 shares of common stock for the three months ended March 31, 2015 and 2014, and unvested RSUs for 332,923 and 258,492 shares of common stock, respectively, for the three months ended March 31, 2015 and 2014 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses for both periods. | ||
Capital_Stock
Capital Stock | 3 Months Ended | |
Mar. 31, 2015 | ||
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, 2015, 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, 2015. | ||
Shortterm_investments
Short-term investments: | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
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, 2015 (in thousands): | |||||||||||||
Cost | Unrealized | Estimated | |||||||||||
Gains | Fair Value | ||||||||||||
Mutual funds | $ | 91 | $ | 66 | $ | 157 | |||||||
$ | 91 | $ | 66 | $ | 157 | ||||||||
Incentive_stock_plans_and_stoc
Incentive stock plans and stock based compensation | 3 Months Ended | ||
Mar. 31, 2015 | |||
Incentive stock plans and stock based compensation [Abstract] | |||
Incentive stock plans and stock based compensation | 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 adopted the National Patent Development Corporation 2007 Incentive Stock Plan (the “2007 NPDC Plan”). The plans provide for up to 3,500,000 and 7,500,000 awards for shares under the 2003 Plan Amendment and 2007 NPDC Plan, respectively, in form 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 by 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 years from the date of grant and, in the case of incentive stock options granted to a 10% or greater holder of total voting stock 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. | |||
The Company recorded no compensation expense related to option grants for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,200,720 and under the 2003 Plan Amendment is 700,000. | |||
During the three months ended March 31, 2015, there was no option activity. As of March 31, 2015, there were outstanding options to acquire 3,250,000 common shares, all of which were vested and exercisable, having a weighted average exercise price of $2.31 per share, a weighted average contractual term of 2.4 years and an aggregate intrinsic value of $221,000. | |||
As of March 31, 2015, there was no unrecognized compensation expense related to non-vested options. | |||
Restricted stock units | |||
As a result of the Winthrop acquisition, the Company issued a total of 849,280 RSUs on the closing date 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 were 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 each of the quarters ended March 31, 2015 and 2014 related to these RSUs. As of March 31, 2015, the total unrecognized compensation expense related to these unvested RSUs is $183,000, which will be recognized over the remaining vesting period of approximately 9 months. | ||
In addition, the following RSUs were granted to employees of the Company: | |||
(c) | 17,738 RSUs were granted to certain employees on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014. At March 31, 2015, 14,348 of the RSU's were still outstanding. 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 for each of the quarters ended March 31, 2015 and 2014 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at March 31, 2015 is $9,000, which will be recognized over the remaining vesting period of approximately 1 year. | ||
d) | 30,000 RSUs were granted to an employee on June 10, 2014, which will vest on the third anniversary of the individual's employment, assuming the individual is still employed at that time. The RSUs are valued based on the closing price of the Company's common stock on June 10, 2014 of $1.90. The Company did not record any compensation expense for the quarter ended March 31, 2015, but reversed $11,000 of compensation expense previously recorded during the year ended December 31, 2014 related to these RSUs since in the first quarter of 2015, the individual was no longer employed by the Company and the above RSUs were cancelled. | ||
e) | On January 19, 2015 and March 31, 2015, 100,000 RSUs were issued on each date to two newly appointed directors of the Company. The RSUs will vest equally over 3 years. The RSUs are valued based on the closing price of the Company's common stock on January 19, 2015 and March 31, 2015 of $1.70 and $1.85, respectively, less an average discount of 8% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $1.56 and $1.70, respectively. The Company recorded compensation expense of $11,000 for the quarter ended March 31, 2015 related to the RSUs issued on January 19, 2015. The total unrecognized compensation expense related to these unvested RSUs at March 31, 2015 is $314,000, which will be recognized over the remaining vesting period of approximately 3 years. | ||
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||
Intangible Assets | 8. | Intangible Assets | |||||||||||||||
At March 31, 2015, 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 | |||||||||||||
useful life | carrying | Amortization | carrying | ||||||||||||||
amount | amount | ||||||||||||||||
Investment management and Advisory Contracts | 9 years | $3,181 | $806 | $2,375 | |||||||||||||
Trademarks | 10 years | 433 | 99 | 334 | |||||||||||||
Proprietary software and | 4 years | 960 | 547 | 413 | |||||||||||||
technology | |||||||||||||||||
$4,574 | $1,452 | $3,122 | |||||||||||||||
For the periods ended March 31, 2015 and 2014 amortization expense was $160,000. The weighted-average amortization period for total amortizable intangibles at December 31, 2014 is 5.75 years. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): | |||||||||||||||||
Year ending December 31, | |||||||||||||||||
2015 (remainder) | $478 | ||||||||||||||||
2016 | 630 | ||||||||||||||||
2017 | 397 | ||||||||||||||||
2018 | 397 | ||||||||||||||||
2019 | 397 | ||||||||||||||||
2020-2023 | 823 | ||||||||||||||||
$3,122 | |||||||||||||||||
Related_party_transactions
Related party transactions | 3 Months Ended | |
Mar. 31, 2015 | ||
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. The Company has been subleasing a portion of the Bedford Oak space and has access to various administrative support services on a month-to-month basis. 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 believed, was necessary to provide for the increased personnel and space requirements necessary for an operating company. | ||
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. Operating expenses for the quarters ended March 31, 2015 and 2014, includes $83,000 and $122,000, respectively, related to the sublease arrangement with Bedford Oak. See Note 12 (d) for a description and the terms of the Company's recent sublease transaction for its new corporate headquarters. In March 2015, the Audit Committee approved the elimination of the monthly sublease and administrative support services fee effective March 31, 2015 as a result of the Company's relocation to its new corporate headquarters. | ||
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, which are included in Other investment advisory services, amounted to $209,000 and $206,000 for the quarters ended March 31, 2015 and 2014, respectively. | ||
Income_taxes
Income taxes | 3 Months Ended | |
Mar. 31, 2015 | ||
Income taxes [Abstract] | ||
Income taxes | 10. | Income taxes |
For the three months ended March 31, 2015 and 2014, income tax expense of $17,000 and $9,000, respectively, represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2015 and 2014, 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, 2015 | |||
Retirement plans [Abstract] | |||
Retirement plans | 11. | Retirement plans | |
a) | The Company maintains a 401(k) Savings Plan (the “Plan”), for full time employees who have completed at least one hour of service coincident with the first day of each month. The Plan permits pre-tax contributions by participants. Effective January 15, 2013, the employees of Winthrop and its subsidiaries were eligible to participate in the Plan, and the Company ceased matching the participants contributions. | ||
b) | 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, 2015, on an undiscounted basis is $1,595,000, of which $175,000 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 $1,027,000 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, 2015 and 2014, interest expense, (included in Interest expense and other (loss) income, net amounted to $37,000 and $20,000, respectively. At March 31, 2015, the present value of the obligation under the Bonus Plan was $877,000, respectively, net of discount of $718,000. | ||
Contingencies_and_other
Contingencies and other | 3 Months Ended | ||
Mar. 31, 2015 | |||
Contingencies and Other [Abstract] | |||
Contingencies and other | 12. | Contingencies and other | |
a) | 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. On or about May 17, 2011, the 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”). 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. 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 the settlement agreement, and during the year ended December 31, 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 received a net payment of $525,000, which was recorded as income in discontinued operations during the three months ended June 30, 2014. | |||
(b) | Pursuant to his Employment Agreement, Mr. Peter Donovan serves as Chief Executive Officer of Winthrop, commencing upon the Closing Date. Mr. Donovan's Employment Agreement provides for a term of five years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period. Mr. Donovan is receiving an annual base salary of $300,000, subject to increases at the discretion of the Compensation Committee of Winthrop's Board of Directors. During the initial term of Mr. Donovan's Employment Agreement but subsequent to the third anniversary of the Closing Date, in the sole discretion of the Board of Directors of Winthrop, Mr. Donovan will assume the position of Executive Chairman of Winthrop in lieu of his position as Chief Executive Officer, with such authority, duties and responsibilities as are commensurate with his position as Executive Chairman and such other duties and responsibilities as may reasonably be assigned to him by the Chief Executive Officer of the Company. As Executive Chairman, Mr. Donovan will be entitled to an annual base salary of $200,000. During his employment under the Employment Agreement, Mr. Donovan reports directly to the Chief Executive Officer of the Company. | ||
Under their respective Employment Agreements, the three other key executives are serving as Senior Managing Directors of Winthrop. Their Employment Agreements each provide for a term of three years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period. Each of the three key executives is receiving an annual base salary of $250,000. In addition to their base salaries, each of the other three key executives are entitled to receive a “Stay/Client Retention Bonus” of $114,000. The Stay/Client Retention Bonus is payable in equal installments on the Closing Date and first, second and third anniversaries of the Closing Date. Two of the executives elected to receive the Stay/Client Retention Bonus in RSUs, valued at $2.00 per RSU (a total of 114,000 RSUs) which vest in equal annual installments on the first, second and third anniversaries of the Closing Date provided that the recipient is then employed by Winthrop or one of its affiliates and one elected to receive cash payable in four equal installments of $28,500 each. | |||
(c) | 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. | ||
(d) | On July 1, 2014, Winthrop, pursuant to the terms of its Milford facility lease, gave eight months' notice to their landlord to terminate their lease in Milford, Connecticut. In August 2014, the Company entered into a five year sublease in Greenwich, Connecticut for 10,000 square feet. Estimated annual rent for the Greenwich, Connecticut space, which expires on September 30, 2019 is as follows; $234,000 (2015), $240,000 (2016), $248,000 (2017), $255,000 (2018), and $196,000 (through September 30, 2019). The Company moved their corporate office from Mount Kisco, New York to the new Greenwich, Connecticut facility in March 2015, which resulted in a consolidation of the Company's operations. | ||
(e) | On September 26, 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair of two dams in which the Company and its subsidiaries have certain ownership interests. The first Order requires that the Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut. The second Order, as subsequently revised by DEEP on October 10, 2014, requires that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut. The Company has administratively appealed and contested the allegations in both Orders. As the administrative appeal of both Orders is in its early stages, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome. | ||
Subsequent_event
Subsequent event | 3 Months Ended | |
Mar. 31, 2015 | ||
Subsequent event [Abstract] | ||
Subsequent event | 13. | Subsequent event |
The Company entered into a Limited Liability Company Agreement dated April 28, 2015 by and among EGS, LLC , a newly formed Delaware limited liability company (“EGS”) and the members named therein. The Company invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS. In addition to the Company, EGS has two other members, one of whom is Marshall Geller, a member of the Company's Board of Directors. The EGS transaction, as well as Mr. Geller's participation in the transaction, received the prior approval of the Company's Audit Committee. Mr. Geller is the Managing Member of the LLC and also invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS. | ||
EGS entered in a Note Purchase Agreement effective April 28, 2015 with Merriman Holdings, Inc. (“Merriman”), a publically traded company, pursuant to which EGS purchased from Merriman for an aggregate purchase price of $1,000,000 (i) a one-year Senior Secured Note in the original principal amount of $1,000,000, at 12% interest, payable quarterly, in arrears (the “Note”) and (ii) a Common Stock Purchase Warrant to purchase 500,000 shares of Merriman common stock (the “Warrants”). The Company received 166,666 Warrants with an exercise price of $1.00 per share and the Warrants expire in five years. Merriman is a financial services holding company that provides capital markets advisory and research, corporate and investment banking services through its wholly-owned principal operating subsidiary, Merriman Capital, Inc. (“MC”). The Note is secured by 99.998% of the capital stock of MC. Marshall Geller also received 166,666 Warrants with an exercise price of $1.00 per share that expire in three years. | ||
The Note, pursuant to the terms of an Intercreditor Agreement entered into with Merriman's current debt holders, is senior to all of Merriman's debt. |
Basis_of_presentation_and_desc1
Basis of presentation and description of activities (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
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, 2014 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, 2014 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 2015 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 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. | |
Reclassification | Reclassification |
The Company has reclassified $1,327,000 of Other operating expenses for the period ended March 31, 2014 to Compensation and benefits in order to be consistent with the presentation for the period ended March 31, 2015. |
Shortterm_investments_Tables
Short-term investments: (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Short-term investments: [Abstract] | |||||||||||||
Current Trading Marketable Securities | The following is a summary of current trading marketable securities at March 31, 2015 (in thousands): | ||||||||||||
Cost | Unrealized | Estimated | |||||||||||
Gains | Fair Value | ||||||||||||
Mutual funds | $ | 91 | $ | 66 | $ | 157 | |||||||
$ | 91 | $ | 66 | $ | 157 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||
Components of Acquired Intangible Assets | At March 31, 2015, 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 | |||||||||||||
useful life | carrying | Amortization | carrying | ||||||||||||||
amount | amount | ||||||||||||||||
Investment management and Advisory Contracts | 9 years | $3,181 | $806 | $2,375 | |||||||||||||
Trademarks | 10 years | 433 | 99 | 334 | |||||||||||||
Proprietary software and | 4 years | 960 | 547 | 413 | |||||||||||||
technology | |||||||||||||||||
$4,574 | $1,452 | $3,122 | |||||||||||||||
Amortization Expense Related to Intangible Assets | Year ending December 31, | ||||||||||||||||
2015 (remainder) | $478 | ||||||||||||||||
2016 | 630 | ||||||||||||||||
2017 | 397 | ||||||||||||||||
2018 | 397 | ||||||||||||||||
2019 | 397 | ||||||||||||||||
2020-2023 | 823 | ||||||||||||||||
$3,122 |
Basis_of_presentation_and_desc2
Basis of presentation and description of activities (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Basis of presentation and description of activities [Abstract] | |
Reclassification of lOther operating expenses to compensation and benefits | $1,327,000 |
Liability_for_Contingent_Consi1
Liability for Contingent Consideration (Details) (USD $) | 1 Months Ended | 3 Months Ended | |
Dec. 19, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | |
Business Acquisition [Line Items] | |||
Change in liability for contigent consideration | $112,000 | ($26,000) | |
Winthrop [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 | 1,900,000 | ||
Stock price | $2.23 | $1.85 | $1.95 |
Expected volatility | 50.00% | 50.00% | |
Risk-free interest rate | 0.27% | 0.38% | |
Fair value of contingent liability | $460,000 |
Sale_of_MXL_investment_Details
Sale of MXL investment (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 26, 2014 | Dec. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ||||
Proceeds from sale of investment in MXL | $994,000 | |||
Gain on sale of investment in MXL | 719,000 | |||
MXL [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity investment, percentage | 19.90% | |||
Proceeds from sale of investment in MXL | 994,000 | |||
Gain on sale of investment in MXL | $719,000 |
Per_share_data_Details
Per share data (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of common shares outstanding | 19,229,000 | 19,081,000 |
Weighted average number of common shares, vested RSUs | 734,815 | 608,526 |
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 | 3,250,000 |
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 | 332,923 | 258,492 |
Capital_Stock_Details
Capital Stock (Details) | Mar. 31, 2015 |
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, 2015 |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | $91 |
Unrealized Gains | 66 |
Estimated Fair Value | 157 |
Mutual Funds [Member] | |
Schedule of Available-for-sale Securities [Line Items] | |
Cost | 91 |
Unrealized Gains | 66 |
Estimated Fair Value | $157 |
Incentive_stock_plans_and_stoc1
Incentive stock plans and stock based compensation (Common Stock Options) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding options | 3,250,000 |
Outstanding options, weighted average exercise price | $2.31 |
Outstanding options, weighted average contractual term | 2 years 4 months 24 days |
Outstanding options, aggregate intrinsic value | $221,000 |
2003 Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 3,500,000 |
Number of shares reserved and available for award | 700,000 |
2007 NPDC Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 7,500,000 |
Number of shares reserved and available for award | 6,200,720 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term of any option granted under the plans | 10 years |
Term for options granted to a 10% or greater holder of total voting stock | 3 years |
Sharebased Compensation Arrangement By Sharebased Payment Award Exercise Price Of Options Granted Percentage Of Fair Market Value | 110.00% |
Incentive_stock_plans_and_stoc2
Incentive stock plans and stock based compensation (Restricted Stock) (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||
Dec. 19, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 04, 2013 | Jun. 10, 2014 | Dec. 31, 2014 | Jan. 19, 2015 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 849,280 | |||||||
Four Key Executives Group One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 479,280 | |||||||
Post-vesting restrictions, term | 3 years | |||||||
RSUs value per share | 2.52 | |||||||
RSU, discount rate | 20.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | 2.02 | |||||||
Compensation | 966,000 | |||||||
Four Key Executives Group Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 370,000 | |||||||
RSUs value per share | 2.52 | |||||||
Vesting period for plan | 3 years | |||||||
RSU, discount rate | 11.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | 2.25 | |||||||
Compensation | 69,000 | 69,000 | ||||||
Unrecognized compensation cost | 183,000 | 183,000 | ||||||
Unrecognized compensation recognition period | 9 years | |||||||
Certain employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 17,738 | |||||||
RSUs outstanding | 14,348 | 14,348 | ||||||
Post-vesting restrictions, term | 3 years | |||||||
RSUs value per share | $2.40 | |||||||
Vesting period for plan | 3 years | |||||||
RSU, discount rate | 11.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | $2.25 | |||||||
Compensation | 3,000 | 3,000 | ||||||
Unrecognized compensation cost | 9,000 | 9,000 | ||||||
Unrecognized compensation recognition period | 1 year | |||||||
Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 30,000 | |||||||
RSUs value per share | $1.90 | |||||||
Compensation | -11,000 | |||||||
Director One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 100,000 | |||||||
RSUs value per share | $1.70 | |||||||
Vesting period for plan | 3 years | |||||||
RSU, discount rate | 8.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | $1.56 | |||||||
Compensation | 11,000 | |||||||
Director Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 100,000 | |||||||
RSUs value per share | $1.85 | $1.85 | ||||||
Vesting period for plan | 3 years | |||||||
RSU, discount rate | 8.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | $1.70 | |||||||
Two Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost | $314,000 | $314,000 | ||||||
Unrecognized compensation recognition period | 3 years |
Intangible_Assets_Intangible_A
Intangible Assets (Intangible Assets) (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $4,574 |
Accumulated Amortization | 1,452 |
Net carrying amount | 3,122 |
Investment Management and Advisory Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 9 years |
Gross carrying amount | 3,181 |
Accumulated Amortization | 806 |
Net carrying amount | 2,375 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Gross carrying amount | 433 |
Accumulated Amortization | 99 |
Net carrying amount | 334 |
Proprietary Software and Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 4 years |
Gross carrying amount | 960 |
Accumulated Amortization | 547 |
Net carrying amount | $413 |
Intangible_Assets_Estimated_Am
Intangible Assets (Estimated Amortization Expense) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Intangible Assets [Abstract] | |
Amortization expense related to intangible assets | $160,000 |
Weighted average useful life of intangible assets | 5 years 9 months |
2015 (remainder) | 478,000 |
2016 | 630,000 |
2017 | 397,000 |
2018 | 397,000 |
2019 | 397,000 |
2020-2023 | 823,000 |
Finite-Lived Intangible Assets, Net, Total | $3,122,000 |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | 13-May-14 | Oct. 31, 2012 | |
Related Party Transaction [Line Items] | ||||
Operating expenses | $2,377,000 | $2,291,000 | ||
Bedford Oak [Member] | Sublease arrangement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Monthly sublease payment amount | 27,600 | 40,700 | ||
Operating expenses | 83,000 | 122,000 | ||
Winthrop [Member] | ||||
Related Party Transaction [Line Items] | ||||
Investment management and distribution fees | $209,000 | $206,000 |
Income_taxes_Details
Income taxes (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income taxes [Abstract] | ||
Income tax expense | $17 | $9 |
Retirement_plans_Details
Retirement plans (Details) (Frozen defined benefit plans [Member], USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Frozen defined benefit plans [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer match of eligible compensation of employees | 10.00% | |
Total obligation | $1,595,000 | |
Total obligation, payable in 2015 | 175,000 | |
Annual liability payable to individual retired employees | 50,000 | |
Liability recorded at date of acquisition | 885,000 | |
Present value discount factor | 14.00% | |
Amount to be amortized, as interest expense | 1,027,000 | |
Interest expense | 37,000 | 20,000 |
Present value of plan | 877,000 | |
Unamortized discount | $718,000 |
Contingencies_and_Other_Detail
Contingencies and Other (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |
Aug. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Aug. 02, 2013 | |
sqft | |||||
Commitments And Contingencies [Line Items] | |||||
Amount of settlement | $2,375,000 | ||||
Loss in connection with Avoidance Action | 2,375,000 | ||||
Insurance claim settlement, amount awarded to company | 525,000 | ||||
Lease, square footage | 10,000 | ||||
Future minimum payments 2015 | 234,000 | ||||
Future minimum payments 2016 | 240,000 | ||||
Future minimum payments 2017 | 248,000 | ||||
Future minimum payments 2018 | 255,000 | ||||
Future minimum payments 2019 | 196,000 | ||||
Chief Executive Officer [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Employment agreements | 5 years | ||||
Annual base salary | 300,000 | ||||
Board of Directors Chairman [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Annual base salary | 200,000 | ||||
Executive Officer [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Employment agreements | 3 years | ||||
Annual base salary | 250,000 | ||||
Bonus awarded | 114,000 | ||||
Restricted stock units value per share | $2 | ||||
Number of restricted stock units awarded for bonus | 114,000 | ||||
Bonus paid | $28,500 |
Subsequent_event_Details
Subsequent event (Details) (Subsequent event [Member], USD $) | 1 Months Ended |
Apr. 28, 2015 | |
EGS [Member] | |
Subsequent Event [Line Items] | |
Investment amount | $333,333 |
Units acquired | 333,333 |
Membership Interest | 33.33% |
Marshall Geller [Member] | EGS [Member] | |
Subsequent Event [Line Items] | |
Investment amount | 333,333 |
Units acquired | 333,333 |
Membership Interest | 33.33% |
Merriman [Member] | |
Subsequent Event [Line Items] | |
Note Purchase Agreement, aggregate purchase price | 1,000,000 |
Common Stock Purchase Warrant, amount of shares | 500,000 |
Warrants received | 166,666 |
Exercise price of warrants | $1 |
Term of warrants | 5 years |
Merriman [Member] | Marshall Geller [Member] | |
Subsequent Event [Line Items] | |
Warrants received | 166,666 |
Exercise price of warrants | $1 |
Term of warrants | 3 years |
Senior Secured Note [Member] | Merriman [Member] | |
Subsequent Event [Line Items] | |
Term of note | 1 year |
Principal amount | $1,000,000 |
Interest rate | 12.00% |
Senior Secured Note [Member] | MC [Member] | |
Subsequent Event [Line Items] | |
Notes secured, percentage of capital stock | 100.00% |