Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | Wright Investors Service Holdings, Inc. | |
Entity Central Index Key | 1,279,715 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,558,939 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Investment management services | $ 627 | $ 647 | $ 1,867 | $ 1,974 |
Other investment advisory services | 721 | 664 | 2,136 | 1,952 |
Financial research and related data | 188 | 155 | 516 | 449 |
Total revenues | 1,536 | 1,466 | 4,519 | 4,375 |
Expenses | ||||
Compensation and benefits | 1,176 | 1,294 | 3,693 | 3,842 |
Other operating | 858 | 988 | 2,823 | 3,042 |
Total expenses | 2,034 | 2,282 | 6,516 | 6,884 |
Operating loss | (498) | (816) | (1,997) | (2,509) |
Interest expense and other, net | $ (81) | $ (22) | $ (162) | (37) |
Gain on sale of investment in MXL | 719 | |||
Change in fair value of contingent consideration | $ (176) | $ (27) | $ (196) | (109) |
Loss from continuing operations before income taxes | (755) | (865) | (2,355) | (1,936) |
Income tax (expense) benefit | (11) | 54 | (44) | 115 |
Loss from continuing operations | $ (766) | $ (811) | $ (2,399) | (1,821) |
Income from discontinued operations, net of taxes (Note 11 and 13 (a)) | 315 | |||
Net loss | $ (766) | $ (811) | $ (2,399) | $ (1,506) |
Basic and diluted (loss) income per share | ||||
Continuing operations | $ (0.04) | $ (0.04) | $ (0.12) | $ (0.10) |
Discontinued operations | 0.02 | |||
Net loss | $ (0.04) | $ (0.04) | $ (0.12) | $ (0.08) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 9,656 | $ 11,163 |
Short-term investments | 149 | 154 |
Accounts receivable, net | 355 | 336 |
Prepaid income taxes | 8 | 12 |
Prepaid expenses and other current assets | 455 | 451 |
Total current assets | 10,623 | 12,116 |
Property and equipment, net | 37 | 40 |
Intangible assets, net | 2,804 | 3,281 |
Goodwill | 3,364 | $ 3,364 |
Investment in LLC | 257 | |
Investment in undeveloped land | 355 | $ 355 |
Other assets | 132 | 108 |
Total assets | 17,572 | 19,264 |
Current liabilities | ||
Accounts payable and accrued expenses | $ 1,251 | 1,116 |
Deferred revenue | 12 | |
Liability for contingent consideration | $ 768 | 572 |
Current portion of officers retirement bonus liability | 213 | 160 |
Total current liabilities | 2,232 | 1,860 |
Officers retirement bonus liability, net of current portion | 689 | 698 |
Total liabilities | 2,921 | 2,558 |
Stockholders' equity | ||
Common stock | 191 | 191 |
Additional paid-in capital | 33,784 | 33,440 |
Accumulated deficit | (17,965) | (15,566) |
Treasury stock, at cost (565,069 shares in 2015 and 2014) | (1,359) | (1,359) |
Total stockholders' equity | 14,651 | 16,706 |
Total liabilities and stockholders' equity | $ 17,572 | $ 19,264 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Paranthetical) - shares | Sep. 30, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Treasury stock, shares | 565,069 | 565,069 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (2,399,000) | $ (1,506,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 490,000 | 492,000 |
Change in liability for contigent consideration | 196,000 | $ 109,000 |
Change in value of warrant | 95,000 | |
Equity based compensation, including issuance of stock to directors | 344,000 | $ 247,000 |
Equity income in LCC | $ (43,000) | |
Gain on sale of investment in MXL | $ (719,000) | |
Changes in other operating items: | ||
Accounts receivable | $ (19,000) | (40,000) |
Investment securities | 5,000 | (14,000) |
Deferred revenue | (12,000) | (1,000) |
Officers retirement bonus liability | 44,000 | (21,000) |
Prepaid income taxes | 4,000 | (5,000) |
Prepaid expenses and other current assets | (4,000) | (122,000) |
Accounts payable and accrued expenses | 135,000 | (50,000) |
Net cash used in operating activities | $ (1,164,000) | (1,630,000) |
Cash flows from investing activities | ||
Proceeds from sale of investment in MXL | $ 994,000 | |
Investment in LLC | $ (333,000) | |
Additions to property and equipment | (10,000) | |
Net cash (used in) provided by investing activities | (343,000) | $ 994,000 |
Net decrease in cash and cash equivalents | (1,507,000) | (636,000) |
Cash and cash equivalents at the beginning of the period | 11,163,000 | 12,566,000 |
Cash and cash equivalents at the end of the period | 9,656,000 | 11,930,000 |
Supplemental disclosures of cash flow information | ||
Net cash paid during the period for income taxes | 35,000 | $ 23,000 |
Non cash activity: | ||
Warrant distributed from LLC | $ 120,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Treasury stock, at cost [Member] |
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 | (2,399) | $ (2,399) | |||
Issuance of common stock to directors | 74 | $ 74 | |||
Issuance of common stock to directors, shares | 44,425 | ||||
Equity based compensation expense | 270 | 270 | |||
Balance at Sep. 30, 2015 | $ 14,651 | $ 191 | $ 33,784 | $ (17,965) | $ (1,359) |
Balance, shares at Sep. 30, 2015 | 19,103,623 |
Basis of presentation and descr
Basis of presentation and description of activities | 9 Months Ended |
Sep. 30, 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 periods 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 $ 1,294,000 3,842,000 |
Liability for Contingent Consid
Liability for Contingent Consideration | 9 Months Ended |
Sep. 30, 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 1,900,000 A liability was recognized based on an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be payable. The fair value was calculated by applying a lattice model, which takes into account the potential for the Company's common stock price per share being less than $ 2.23 1.32 1.74 50 0.0 0.38 768,000 $ 176,000 196,000 27,000 109,000 |
Sale of MXL investment
Sale of MXL investment | 9 Months Ended |
Sep. 30, 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 19.9 994,000 719,000 |
Per share data
Per share data | 9 Months Ended |
Sep. 30, 2015 | |
Per share data [Abstract] | |
Per share data | 4. Per share data Loss per share for the three months ended September 30, 2015 and 2014 respectively, is calculated based on 19,272,000 19,096,000 737,772 608,526 Loss per share for the nine months ended September 30, 2015 and 2014 respectively, is calculated based on 19,249,000 19,089,000 736,589 607,343 September 30, 2015 and 2014 , respectively. Options for 3,250,000 328,128 286,256 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 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 1,791,821 3,208,179 |
Short-term investments_
Short-term investments: | 9 Months Ended |
Sep. 30, 2015 | |
Short-term investments: [Abstract] | |
Short-term investments: | 6. Short-term investments: Short-term investments, which at September 30, 2015 and December 31, 2014 consist of mutual funds managed by a subsidiary of Winthrop are stated at the net asset value of the funds and are accounted for as trading securities with unrealized gain or loss included in Interest expense and other, net in the Condensed Consolidated Statements of Operations. Unrealized (losses) gains on short term investments amounted to ($ 12,000) 8,000 25,000 32,000 |
Investment in LLC
Investment in LLC | 9 Months Ended |
Sep. 30, 2015 | |
Investment in LLC [Abstract] | |
Investment in LLC | 7. Investment in LLC 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 $ 333,333 333,333 33.33 333,333 333,333 33.33 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 one 1,000,000 12 five 500,000 1.00 166,666 120,000 26,000 43,000 257,000 25,000 95,000 65,000 On July 20, 2015, a fourth member joined EGS and invested $ 333,333 25 166,666 25 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 99.998 166,666 1.00 five 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. |
Incentive stock plans and stock
Incentive stock plans and stock based compensation | 9 Months Ended |
Sep. 30, 2015 | |
Incentive stock plans and stock based compensation [Abstract] | |
Incentive stock plans and stock based compensation | 8. 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 2003 Plan Amendment and the 2007 NPDC Plan shall be collectively referred to as the Plans. The Plans 3,500,000 7,500,000 ten three 110 The Company recorded no compensation expense related to options for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, the number of shares reserved and available for award under the 2007 NPDC Plan is 5,986,336 700,000 During the nine months ended September 30, 2015, there was no option activity. As of September 30, 2015, there were outstanding options to acquire 3,250,000 2.31 1.9 0 Restricted stock units As a result of the Winthrop acquisition, the Company issued a total of 849,280 a) 479,280 three 2.52 20 2.02 966,000 b) 370,000 three 2.52 11 2.25 69,000 208,000 44,000 three In addition, the following RSUs were granted to employees of the Company: c) 17,738 three 11,701 2.40 11 three 2.25 3,000 8,000 3,000 6 d) 30,000 1.90 11,000 e) 100,000 3 1.70 1.85 8 1.56 1.70 27,000 65,000 260,000 2.5 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 9. Intangible Assets At September 30, 2015, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands): Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment management and advisory contracts 9 $ 3,181 $ 982 $ 2,199 Trademarks 10 433 121 312 Proprietary software and technology 4 960 667 293 $ 4,574 $ 1,770 $ 2,804 For the nine months ended September 30, 2015 amortization expense was $ 477,000 Year ending December 31, 2015 (remainder) $ 159 2016 630 2017 397 2018 397 2019 397 2020-2023 824 $ 2,804 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2015 | |
Related party transactions [Abstract] | |
Related party transactions | 10. Related party transactions Effective June 1, 2010, the Company had 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 had 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 On May 13, 2014, the Company's Audit Committee approved a decrease to approximately $ 27,600 83,000 314,000 0 83,000 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 $ 221,000 649,000 213,000 639,000 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income taxes [Abstract] | |
Income taxes | 11. Income taxes For the three and nine months ended September 30, 2015, the Company recorded income tax expense from continuing operations of $ 11,000 44,000 minimum state taxes. For the three and nine months ended September 30, 2014, the Company recorded an income tax benefit from continuing operations of $ 54,000 115,000 65,000 145,000 11,000 30,000 210,000 No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and nine months ended September 30, 2015, or for the pre-tax loss from continuing operations for the three and nine months ended September 30, 2014 in excess of the amount utilized to offset income from discontinued operations, 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 | 9 Months Ended |
Sep. 30, 2015 | |
Retirement plans [Abstract] | |
Retirement plans | 12. 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 participant's 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 1,546,000 213,000 50,000 885,000 14 1,027,000 amounted to $ 37,000 112,000 25,000 75,000 902,000 644,000 |
Commitments, Contingencies and
Commitments, Contingencies and Other | 9 Months Ended |
Sep. 30, 2015 | |
Commitments, Contingencies and Other [Abstract] | |
Commitments, Contingencies and Other | 13. Commitments, 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, 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 $ 2,375,000 525,000 b) Pursuant to his Employment Agreement, Mr. Peter Donovan serves as Chief Executive Officer of Winthrop, commencing upon the Closing Date of the Merger. Mr. Donovan's Employment Agreement provides for a term of five 300,000 200,000 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 three key executives were informed that their contracts would not be automatically renewed. Each of the other 250,000 114,000 2.00 114,000 28,500 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 61,000 240,000 248,000 255,000 196,000 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. |
Basis of presentation and des20
Basis of presentation and description of activities (Policies) | 9 Months Ended |
Sep. 30, 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 periods 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 $ 1,294,000 3,842,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Components of Acquired Intangible Assets | At September 30, 2015, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands): Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment management and advisory contracts 9 $ 3,181 $ 982 $ 2,199 Trademarks 10 433 121 312 Proprietary software and technology 4 960 667 293 $ 4,574 $ 1,770 $ 2,804 |
Amortization Expense Related to Intangible Assets | Year ending December 31, 2015 (remainder) $ 159 2016 630 2017 397 2018 397 2019 397 2020-2023 824 $ 2,804 |
Basis of presentation and des22
Basis of presentation and description of activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Basis of presentation and description of activities [Abstract] | ||
Reclassification of Other operating expenses to compensation and benefits | $ 1,294,000 | $ 3,842,000 |
Liability for Contingent Cons23
Liability for Contingent Consideration (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 19, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | |||||
Change in liability for contigent consideration | $ 176,000 | $ 27,000 | $ 196,000 | $ 109,000 | |
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 | $ 1.32 | $ 1.74 | $ 1.32 | $ 1.74 |
Expected volatility | 50.00% | 50.00% | |||
Risk-free interest rate | 0.00% | 0.38% | |||
Fair value of contingent liability | $ 768,000 | $ 768,000 |
Sale of MXL investment (Details
Sale of MXL investment (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 26, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares outstanding | 19,272,000 | 19,096,000 | 19,249,000 | 19,089,000 |
Weighted average number of common shares, vested RSUs | 737,772 | 608,526 | 736,589 | 607,343 |
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 | 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 | 328,128 | 286,256 | 328,128 | 300,640 |
Capital Stock (Details)
Capital Stock (Details) | Sep. 30, 2015shares |
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 |
Short-term investments_ (Detail
Short-term investments: (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||||
Unrealized (losses) gains | $ (12,000) | $ 25,000 | $ (8,000) | $ 32,000 |
Investment in LLC (Details)
Investment in LLC (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |||
Apr. 28, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 20, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Investment amount | $ 333,000 | ||||||
Equity investment | $ 257,000 | $ 257,000 | 257,000 | ||||
Warrant distributed from LLC | 120,000 | 120,000 | 120,000 | ||||
Change in value of warrant | 95,000 | ||||||
Share of income from equity method investments | 43,000 | ||||||
EGS [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment amount | $ 333,333 | ||||||
Units acquired | 333,333 | ||||||
Membership Interest | 33.33% | 25.00% | |||||
Equity investment | 257,000 | 257,000 | 257,000 | ||||
Warrant distributed from LLC | $ 120,000 | 25,000 | 25,000 | 25,000 | |||
Change in value of warrant | 65,000 | $ 95,000 | |||||
Noncontrolling interest | $ 333,333 | ||||||
Noncontrolling interest, ownership percentage | 25.00% | ||||||
Warrants owned by noncontrolling interests | 166,666 | ||||||
Share of income from equity method investments | $ 26,000 | $ 43,000 | |||||
Marshall Geller [Member] | EGS [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Investment amount | $ 333,333 | ||||||
Units acquired | 333,333 | ||||||
Membership Interest | 33.33% | ||||||
Merriman [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Note Purchase Agreement, aggregate purchase price | $ 1,000,000 | ||||||
Common Stock Purchase Warrant, amount of shares | 500,000 | ||||||
Exercise price of warrants | $ 1 | ||||||
Term of warrants | 5 years | ||||||
Warrants received | 166,666 | ||||||
Merriman [Member] | Marshall Geller [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Exercise price of warrants | $ 1 | ||||||
Term of warrants | 5 years | ||||||
Merriman [Member] | Marshall Geller [Member] | EGS [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Warrants received | 166,666 | ||||||
Senior Secured Note [Member] | Merriman [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Term of note | 1 year | ||||||
Principal amount | $ 1,000,000 | ||||||
Interest rate | 12.00% | ||||||
Senior Secured Note [Member] | MC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Notes secured, percentage of capital stock | 99.998% |
Incentive stock plans and sto29
Incentive stock plans and stock based compensation (Common Stock Options) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding options | 3,250,000 |
Outstanding options, weighted average exercise price | $ / shares | $ 2.31 |
Outstanding options, weighted average contractual term | 1 year 10 months 24 days |
Outstanding options, aggregate intrinsic value | $ | $ 0 |
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 | 5,986,336 |
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 |
Percentage of fair market value | 110.00% |
Incentive stock plans and sto30
Incentive stock plans and stock based compensation (Restricted Stock) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($) | Jun. 10, 2014 | Feb. 04, 2013 | Mar. 31, 2015 | Jan. 19, 2015 | Dec. 19, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
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 | $ 208,000 | $ 208,000 | ||||||
Unrecognized compensation cost | $ 44,000 | $ 44,000 | ||||||||
Unrecognized compensation recognition period | 3 months | |||||||||
Certain employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSUs, Granted | 17,738 | |||||||||
RSUs outstanding | 11,701 | 11,701 | ||||||||
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 | $ 8,000 | $ 8,000 | ||||||
Unrecognized compensation cost | 3,000 | $ 3,000 | ||||||||
Unrecognized compensation recognition period | 6 months | |||||||||
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 | 27,000 | $ 65,000 | ||||||||
Director Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
RSUs, Granted | 100,000 | |||||||||
RSUs value per share | $ 1.85 | |||||||||
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 | $ 260,000 | $ 260,000 | ||||||||
Unrecognized compensation recognition period | 2 years 6 months |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 4,574 |
Accumulated Amortization | 1,770 |
Net carrying amount | $ 2,804 |
Investment management and advisory contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 9 years |
Gross carrying amount | $ 3,181 |
Accumulated Amortization | 982 |
Net carrying amount | $ 2,199 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Gross carrying amount | $ 433 |
Accumulated Amortization | 121 |
Net carrying amount | $ 312 |
Proprietary Software and Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 4 years |
Gross carrying amount | $ 960 |
Accumulated Amortization | 667 |
Net carrying amount | $ 293 |
Intangible Assets (Estimated Am
Intangible Assets (Estimated Amortization Expense) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Intangible Assets [Abstract] | |
Amortization expense related to intangible assets | $ 477,000 |
2015 (remainder) | 159,000 |
2,016 | 630,000 |
2,017 | 397,000 |
2,018 | 397,000 |
2,019 | 397,000 |
2020-2023 | 824,000 |
Finite-Lived Intangible Assets, Net, Total | $ 2,804,000 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 13, 2014 | Oct. 31, 2012 | |
Related Party Transaction [Line Items] | ||||||
Operating expenses | $ 2,034,000 | $ 2,282,000 | $ 6,516,000 | $ 6,884,000 | ||
Bedford Oak [Member] | Sublease arrangement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly sublease payment amount | $ 27,600 | $ 40,700 | ||||
Operating expenses | 0 | 83,000 | 83,000 | 314,000 | ||
Winthrop [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment management and distribution fees | $ 221,000 | $ 213,000 | $ 649,000 | $ 639,000 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income taxes [Abstract] | ||||
Income tax expense | $ 11,000 | $ (54,000) | $ 44,000 | $ (115,000) |
Federal and state benefit | 65,000 | 0 | 145,000 | |
Minimum state taxes | $ 11,000 | 30,000 | ||
Income tax expense from discontinued operations | $ 0 | $ 210,000 |
Retirement plans (Details)
Retirement plans (Details) - Frozen defined benefit plans [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Employer match of eligible compensation of employees | 10.00% | |||
Total obligation | $ 1,546,000 | $ 1,546,000 | ||
Total obligation, payable in 2015 | 213,000 | 213,000 | ||
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 | $ 1,027,000 | ||
Interest expense | 37,000 | $ 25,000 | 112,000 | $ 75,000 |
Present value of plan | 902,000 | 902,000 | ||
Unamortized discount | $ 644,000 | $ 644,000 |
Commitments, Contingencies an36
Commitments, Contingencies and Other (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2014ft² | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Aug. 02, 2013USD ($) | |
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 | ft² | 10,000 | ||||
Future minimum payments remainder of 2015 | $ 61,000 | ||||
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 | $ / shares | $ 2 | ||||
Number of restricted stock units awarded for bonus | shares | 114,000 | ||||
Bonus paid | $ 28,500 |