| Commitments, Contingencies and Other | 9. Commitments, Contingencies, and Other a) The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial 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 c) The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent 8 Table of Contents
Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement Regarding Forward-Looking
Statements This report contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act
of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical
facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,”
“anticipate,” “should,” “would,” “believe,” “contemplate,” “could,”
“project,” “predict,” “expect,” “estimate,” “continue,” and “intend,”
as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Factors that may cause actual results to differ
from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2020 filed by the Company with the Securities and Exchange Commission (the “SEC”)
on March 12, 2021. These forward-looking statements generally relate
to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives,
intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and
estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements
are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control,
which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected,
expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these
differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our
common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating
the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty
inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking
matters will be achieved. General Overview The Company is a “shell company”,
as defined in Rule 12b-2 of the Exchange Act. Because we are a shell company, our stockholders are unable to utilize Rule 144
to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible
to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter. As
a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming
and may make our securities less attractive to investors. The Company’s
Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While
we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves
to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’s funds have
been, and we anticipate will continue to be, invested 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, until such time as we need to utilize such
funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing
some or all of its cash and cash equivalents to stockholders. Results of operations Three months ended September 30, 2021 compared to the three months
ended September 30, 2020 For the three months ended September 30, 2021,
the Company had a loss from operations before income taxes of $298,000 compared to a loss from operations before income taxes of $47,000
for the three months ended September 30, 2020. The increased loss before income taxes of
$251,000 was primarily as a result of a decrease in Interest and other income for the three months ended on September 30, 2021 mainly
due to the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 during the quarter ended September 30,
2020. 9 Table of Contents Compensation and benefits For the three months ended September 30, 2021,
Compensation and benefits were $111,000 as compared to $105,000 for the three months ended September 30, 2020. Other operating expenses For the three months ended September 30, 2021,
Other operating expenses were $187,000 as compared to $193,000 for the three months ended September 30, 2020. The decreased operating expenses of $6,000 were
primarily the result of decreased professional fees of $5,000, decreased other expenses of $4,000, offset by increased insurance expenses
of $3,000. Income taxes For the three months
ended September 30, 2021, the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state
taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 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. Nine months ended September 30, 2021 compared to the nine months
ended September 30, 2020 For the nine months ended September 30, 2021,
the Company had a loss from operations before income taxes of $840,000 compared to a loss from operations of $711,000 for the nine months
ended September 30, 2020. The increased loss before income taxes of
$129,000 was the result of a decrease in Interest and other income of $258,000, primarily as the result of the sale of the Company’s
former ticker symbol (WISH) for consideration of $250,000 in 2020, offset by decreased Compensation and benefits of $29,000, and other
operating expenses of $100,000. Compensation and benefits For the nine months ended September 30, 2021,
Compensation and benefits were $335,000 as compared to $364,000 for the nine months ended September 30, 2020. The decreased Compensation
and benefits of $29,000 was primarily the result of a decrease in the health plan expense and salary expense for the nine months ended
September 30, 2021 in comparison to the nine months ended September 30, 2020. Other operating expenses For the nine months ended September 30, 2021,
Other operating expenses were $558,000 as compared to $658,000 for the nine months ended September 30, 2020. The decreased operating expenses of $100,000 were
primarily the result of decreased professional fees of $82,000, decreased insurance expense of $13,500, and decreased other expenses of
$4,500. Income taxes For the nine months ended
September 30, 2021, the Company recorded income tax expense from operations of approximately $2,000, which represents minimum state taxes.
No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 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. 10 Table of Contents Financial condition Liquidity and Capital Resources At September 30, 2021, the Company had cash and
cash equivalents totaling $5,634,000, which it intends to use to acquire interests in one or more
operating businesses, to fund the Company’s general and administrative expenses, and the directors will also consider alternatives
for distributing some or all of its cash and cash equivalents to stockholders. The Company believes that its working capital is sufficient
to support its operating requirements through November 2022. Cash equivalents represent short-term, highly
liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Please refer
to note 4 for valuation on Investments. The decrease in cash and cash equivalents of $835,000
for the quarter ended September 30, 2021 was primarily the result of $835,000 used in operating activities. 11 Table of Contents
Quantitative and Qualitative Disclosures About Market Risk Not required.
Controls and Procedures The Company’s principal executive officer
and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness
of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s
principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures
are effective as of the end of the period covered by this quarterly report. The Company’s principal executive officer
and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2021 that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 12 Table of Contents PART II. OTHER INFORMATION
Unregistered Sales of Equity Securities and Use of Proceeds. Purchases of Equity Securities The Board of Directors authorized the Company
to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions.
At September 30, 2021, the Company had repurchased 2,041,971 shares of its common stock and, a total of 2,958,029 shares remained available
for repurchase at September 30, 2021, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of
common stock during the quarter ended September 30, 2021.
Other Information None 13 Table of Contents
Exhibits.
Exhibit Description
31.1 * Certification of principal executive officer of the Company, pursuant to Securities Exchange
Act Rule 13a-14(a)
31.2 * Certification of principal financial officer of the Company, pursuant to Securities Exchange
Act Rule 13a-14(a)
32.1 * Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the
Company
101.INS ** XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
101.SCH ** XBRL tags are embedded within the Inline XBRL document
101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE ** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 ** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Filed herewith **Pursuant to Rule 406T of Regulation S-T, these
interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the
Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability. 14 Table of Contents Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC
Date: November 12, 2021 By: /s/ HARVEY P. EISEN
Name: Harvey P. Eisen
Title:
Chairman, President, and Chief Executive Officer (Principal Executive Officer)
Date: November 12, 2021 By: /s/ HAROLD D. KAHN
Name: Harold D. Kahn
Title:
Acting Chief Financial Officer and Acting Principal (Principal Financial Officer) 15 |
