Wright Investors' Service (IWSH) 10-Q 13 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 12, 2021
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Entity Central Index Key	0001279715
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		19,839,777
Entity Incorporation, State or Country Code	DE
Entity File Number	000-50587
Document Quarterly Report	true
Document Transition Report	false
Entity Shell Company	true

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Expenses
Compensation and benefits	$ 106	$ 133
Other operating	196	244
Total expenses	302	377
Loss from operations	(302)	(377)
Interest and other income, net	53	59
Loss from operations before income taxes	(249)	(318)
Income tax benefit / (expense)
Net loss	$ (249)	$ (318)
Basic and diluted loss per share	$ (0.01)	$ (0.02)

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 6,139	$ 6,469
Income tax receivable	73	73
Prepaid expenses and other current assets	76	40
Total current assets	6,288	6,582
Other assets	8	8
Total assets	6,296	6,590
Current liabilities
Accounts payable and accrued expenses	68	83
Loan payable		53
Total current liabilities	68	136
Stockholders' equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued
Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 20,654,996 as of March 31, 2021 and December 31, 2020; outstanding 19,839,777 at March 31, 2021 and December 31, 2020; and 337,416 and 227,160 shares issuable as of March 31, 2021 and December 31, 2020	206	206
Additional paid-in capital	34,249	34,226
Accumulated deficit	(26,528)	(26,279)
Treasury stock, at cost (815,219 shares at March 31, 2021 and December 31, 2020)	(1,699)	(1,699)
Total stockholders' equity	6,228	6,454
Total liabilities and stockholders' equity	$ 6,296	$ 6,590

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, par value per share	$ 0.01	$ 0.01
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued
Common Stock, par value per share	$ 0.01	$ 0.01
Common Stock, shares authorized	30,000,000	30,000,000
Common Stock, shares issued	20,654,996	20,654,996
Common Stock, shares outstanding	19,839,777	19,839,777
Common Stock, shares issuable	337,416	227,160
Treasury stock, shares	815,219	815,219

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (249)	$ (318)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors	23	23
Gain on extinguishment of debt	(53)
Changes in other operating items:
Deferred tax asset		37
Income taxes receivable		(37)
Prepaid expenses, other current assets, and other assets	(36)	58
Accounts payable and accrued expenses	(15)	(48)
Net cash used in operating activities	(330)	(285)
Net decrease in cash and cash equivalents	(330)	(285)
Cash and cash equivalents at the beginning of the period	6,469	7,336
Cash and cash equivalents at the end of the period	6,139	7,051
Supplemental disclosures of cash flow information
Net cash paid during the period for Income taxes	$ 1

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Treasury stock, at cost [Member]	Total
Balance at Dec. 31, 2019	$ 206	$ 34,134	$ (25,286)	$ (1,699)	$ 7,355
Balance, shares at Dec. 31, 2019	20,654,996
Net loss			(318)		(318)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Stock based compensation expense to directors, shares
Balance at Mar. 31, 2020	$ 206	34,157	(25,604)	(1,699)	7,060
Balance, shares at Mar. 31, 2020	20,654,996
Balance at Dec. 31, 2020	$ 206	34,226	(26,279)	(1,699)	6,454
Balance, shares at Dec. 31, 2020	20,654,996
Net loss			(249)		(249)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Stock based compensation expense to directors, shares
Balance at Mar. 31, 2021	$ 206	$ 34,249	$ (26,528)	$ (1,699)	$ 6,228
Balance, shares at Mar. 31, 2021	20,654,996

Basis of presentation and descr

Basis of presentation and description of activities	3 Months Ended
	Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [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, 2020 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, 2020 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 2021 interim period are not necessarily indicative of results to be expected for the entire year. Description of activities The Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company and for 12 months thereafter. Among other things, as a consequence, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company’s securities less attractive to investors. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities and cash and certain cash equivalents). The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

New accounting guidance not yet

New accounting guidance not yet adopted	3 Months Ended
	Mar. 31, 2021
New Accounting Guidance Not Yet Adopted
New accounting guidance not yet adopted	2. New accounting guidance not yet adopted In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements.

Per share data

Per share data	3 Months Ended
	Mar. 31, 2021
Earnings Per Share [Abstract]
Per share data	3. Per share data Loss per share for the three months ended March 31, 2021 and 2020 respectively, is calculated based on 20,137,129 and 19,856,444 weighted average outstanding shares of common stock, including a weighted average 297,352 shares which are issuable at March 31, 2021. S tock awards for 33,334 and 66,667 shares of common stock for the three months ended March 31, 2021 and 2020, respectively,

Investment valuation

Investment valuation	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Investment valuation	4. Investment valuation The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities. As of March 31, 2021 and December 31, 2020, the Company held $4,700,000 and $5,950,000, respectively, in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase , are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of March 31, 2021 and December 31, 2020. The following table presents the Company’s financial instruments at fair value (in thousands): Fair Value Measurements as of March 31, 2021 3/31/2021 Quoted Prices Significant Significant Cash and cash equivalents $ 6,139 $ 1,439 $ 4,700 $ - Fair Value Measurements as of December 31, 2020 12/31/2020 Quoted Prices Significant Significant Cash and cash equivalents $ 6,469 $ 519 $ 5,950 $ -

Income taxes

Income taxes	3 Months Ended
	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income taxes	5. Income taxes Income tax expense represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense; class life changes to qualified improvements and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable.

Loan Payable

Loan Payable	3 Months Ended
	Mar. 31, 2021
Derivative Instruments and Hedges, Liabilities [Abstract]
Loan Payable	6. Loan Payable On May 1, 2020, the Company received $53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic. The amounts were forgiven as of January 7, 2021 and the gain of extinguishment of debt of $53,000 was recorded as Other income as of March 31, 2021.

Capital Stock

Capital Stock	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity Note [Abstract]
Capital Stock	7. 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. As of March 31, 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorization shares, remained available for repurchase as of March 31, 2021. No such shares were repurchased during any of the three months ended March 31, 2021 and 2020.

Incentive stock plans and stock

Incentive stock plans and stock-based compensation	3 Months Ended
	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Incentive stock plans and stock-based compensation	8. Incentive stock plans and stock-based compensation Stock awards On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At March 31, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued. The Company recorded compensation expense of approximately $3,300 and $3,000 for the three months ended March 31, 2021 and 2020, respectively, related to those stock awards. The total unrecognized compensation expense related to these unvested stock awards at March 31, 2021 is $12,300, which will be recognized over the remaining vesting period of approximately 0.9 years. Capital Stock During the quarter ended March 31, 2021, a) the Company incurred $20,000 of director fees payable in 76,923 shares of its common stock which were not issued as of March 31, 2021 and b) 33,333 stock awards vested which were not issued at March 31, 2021. During the year ended 2020, there were 193,827 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in 2020 and 33,333 stock awards to be issued to a director of the Company. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act.

Commitments, Contingencies, and

Commitments, Contingencies, and Other	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments, Contingencies and Other	9. Commitments, Contingencies, and Other a) The extent of the impact and effects of the outbreak of the coronavirus (COVID-19) on the operation and financial performance of our Company are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on financial results at this time. b) In July 2019, the Company entered into a six-month lease for office space in a building located in Mt. Kisco, NY. The lease commenced on September 1, 2019 expired on February 29, 2020, and is being renewed on a monthly basis for $3,800 per month. c) The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018. 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 required 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, required that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut. The Company administratively appealed and contested the allegations in both Orders. On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam. The Killingly Pond Consent Order required the Company to continue to perform routine maintenance and administrative procedures consistent with DEEP’s Dam Safety regulations, the cost of which was not material to the Company’s financial position or results of operations. On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Acme Pond Dam. The Acme Pond Dam Consent Order required the Company to investigate and recommend repairs to Acme Pond Dam. Based up on the work performed by the Company’s retained consulting engineering firm, the Company submitted its recommended Action Plan (the “Action Plan”) for Acme Pond Dam pursuant to the Consent Order on November 30, 2017 and such recommended Action Plan was approved by DEEP as submitted on May 23, 2019. Total expenses for the repair work conducted in accordance with the Action Plan during the year ending December 31, 2019 was approximately $150,000. All repair work required for both the ACME Pond Dam and the Killingly Pond Dam was completed as of December 31, 2019. DEEP issued a Certificate of Compliance for Consent Order for the ACME Pond Dam on February 7, 2020, and a Certificate of Compliance for Consent Order for the Killingly Pond Dam was issued on May 22, 2020.

Investment valuation (Tables)

Investment valuation (Tables)	3 Months Ended
	Mar. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Financial Instruments at Fair Value	The following table presents the Company’s financial instruments at fair value (in thousands): Fair Value Measurements as of March 31, 2021 3/31/2021 Quoted Prices Significant Significant Cash and cash equivalents $ 6,139 $ 1,439 $ 4,700 $ - Fair Value Measurements as of December 31, 2020 12/31/2020 Quoted Prices Significant Significant Cash and cash equivalents $ 6,469 $ 519 $ 5,950 $ -

Per share data (Details)

Per share data (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding	20,137,129	19,856,444
Weighted average number of common shares, issuable	297,352
Stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,334	66,667

Investment valuation (Details)

Investment valuation (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
US Government Debt Securities [Member]
Investments in U.S. Treasury Bills	$ 4,700	$ 5,950

Investment valuation (Schedule

Investment valuation (Schedule of Financial Instruments at Fair Value) (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 6,139	$ 6,469	$ 7,051	$ 7,336
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Cash and cash equivalents	1,439	519
Significant Other Observable Inputs (Level 2) [Member]
Cash and cash equivalents	4,700	5,950
Significant Unobservable Inputs (Level 3) [Member]
Cash and cash equivalents

Loan Payable (Details)

Loan Payable (Details) - USD ($) $ in Thousands	Jan. 07, 2021	May 01, 2020
Debt forgiveness amount	$ 53
PPP Loans Member]
Loan received		$ 53

Capital Stock (Details)

Capital Stock (Details)	Mar. 31, 2021shares
Stockholders' Equity Note [Abstract]
Number of shares authorized to be repurchased	5,000,000
Remaining number of shares available for repurchase	2,958,029
Shares repurchased	2,041,971

Incentive stock plans and sto_2

Incentive stock plans and stock-based compensation (Stock Awards) (Details) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 13, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, shares issuable		337,416		227,160
Stock awards [Member] | Newly appointed director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards, Granted	100,000
Vesting period for plan	3 years
Share price of stock awards granted	$ 0.42
Compensation expense		$ 3,300	$ 3,000
Unrecognized compensation expense (unvested)		$ 12,300
Unrecognized compensation recognition period		10 months 25 days
Stock awards unvested		33,334

Incentive stock plans and sto_3

Incentive stock plans and stock-based compensation (Capital Stock) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock not issued	337,416	227,160
Number of shares stock awards vested	33,333
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fees payable	$ 20,000
Common stock not issued	76,923
Common stock issuable		33,333
Independent directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock not issued		193,827

Commitments, Contingencies and

Commitments, Contingencies and Other (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2019
Commitments And Contingencies [Line Items]
Approximate cost of repair work		$ 150,000
Mt. Kisco [Member]
Commitments And Contingencies [Line Items]
Monthly rent	$ 3,800