Wright Investors' Service (IWSH) 10-Q 16 May 22 2022 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Document Information Line Items
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Trading Symbol	IWSH
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		20,335,711
Amendment Flag	false
Entity Central Index Key	0001279715
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-50587
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4005439
Entity Address, Address Line One	118 North Bedford Road
Entity Address, Address Line Two	Ste. 100
Entity Address, City or Town	Mount Kisco
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10549
City Area Code	(914)
Local Phone Number	242-5700
Entity Interactive Data Current	Yes
Title of 12(g) Security	Common Stock, $0.01 par value

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Expenses
Compensation and benefits	$ 117	$ 106
Other operating	197	196
Total operating expenses	314	302
Loss from operations	(314)	(302)
Interest and other income, net		53
Loss from operations before income taxes	(314)	(249)
Income tax expense
Net loss	$ (314)	$ (249)
Basic and diluted weighted average common shares outstanding (in Shares)	20,490,385	20,137,129
Basic and diluted loss per share (in Dollars per share)	$ (0.02)	$ (0.01)

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 5,095	$ 5,396
Income tax receivable	73	73
Prepaid expenses and other current assets	52	46
Total current assets	5,220	5,515
Other assets	8	8
Total assets	5,228	5,523
Current liabilities
Accounts payable and accrued expenses	90	93
Total current liabilities	90	93
Total liabilities	90	93
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 21,125,748 and 21,025,748 as of March 31, 2022 and December 31, 2021, respectively; Outstanding 20,310,529 and 20,210,529 at March 31, 2022 and December 31, 2021, respectively; and 217,932 and 215,632 shares issuable as of March 31, 2022 and December 31, 2021, respectively	211	210
Additional paid-in capital	34,337	34,316
Accumulated deficit	(27,711)	(27,397)
Treasury stock, at cost (815,219 shares at March 31, 2022 and December 31, 2021)	(1,699)	(1,699)
Total stockholders' equity	5,138	5,430
Total liabilities and stockholders’ equity	$ 5,228	$ 5,523

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares Issued	21,125,748	21,025,748
Common stock, shares outstanding	20,310,529	20,210,529
Common stock, shares issuable	217,932	215,632
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, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (314)	$ (249)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors	22	23
Gain on extinguishment of debt		(53)
Changes in other operating items:
Prepaid expenses, other current assets, and other assets	(6)	(36)
Accounts payable and accrued expenses	(3)	(15)
Net cash used in operating activities	(301)	(330)
Net decrease in cash and cash equivalents	(301)	(330)
Cash and cash equivalents at the beginning of the period	5,396	6,469
Cash and cash equivalents at the end of the period	5,095	6,139
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 (Issued)	Additional paid -in capital	Accumulated deficit	Treasury stock, at cost	Total
Balance at Dec. 31, 2020	$ 206	$ 34,226	$ (26,279)	$ (1,699)	$ 6,454
Balance (in 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
Balance at Mar. 31, 2021	$ 206	34,249	(26,528)	(1,699)	6,228
Balance (in Shares) at Mar. 31, 2021	20,654,996
Balance at Dec. 31, 2021	$ 210	34,316	(27,397)	(1,699)	5,430
Balance (in Shares) at Dec. 31, 2021	21,025,748
Net loss			(314)		(314)
Equity based compensation expense	$ 1	1			2
Equity based compensation expense (in Shares)	100,000
Stock based compensation expense to directors		20			20
Balance at Mar. 31, 2022	$ 211	$ 34,337	$ (27,711)	$ (1,699)	$ 5,138
Balance (in Shares) at Mar. 31, 2022	21,125,748

Basis of presentation and descr

Basis of presentation and description of activities	3 Months Ended
	Mar. 31, 2022
Accounting Policies [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, 2021 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, 2021 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 2022 interim period are not necessarily indicative of results to be expected for the entire year. Description of activities Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. 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. 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. The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of March 31, 2022, the Company is not considered an inadvertent investment company.

New accounting guidance not yet

New accounting guidance not yet adopted	3 Months Ended
	Mar. 31, 2022
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, 2022
Earnings Per Share [Abstract]
Per share data	3. Per share data Loss per share for the three months ended March 31, 2022 and 2021, respectively, is calculated based on 20,490,385 and 20,137,129 weighted average outstanding shares of common stock, including weighted average issuable shares of 200,690 and 297,352 at March 31, 2022 and 2021, respectively.

Investment valuation

Investment valuation	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [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, 2022 and December 31, 2021, the Company held $5,025,000 and $5,250,000 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, 2022 and December 31, 2021. The following table presents the Company’s financial instruments at fair value (in thousands): Fair Value Measurements as of March 31, 2022 3/31/2022 Quoted Prices Significant Significant Treasury bills included in cash and $ 5,025 $ - $ 5,025 $ - Fair Value Measurements as of December 31, 2021 12/31/2021 Quoted Prices Significant Significant Treasury bills included in cash $ 5,250 $ - $ 5,250 $ -

Income taxes

Income taxes	3 Months Ended
	Mar. 31, 2022
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, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Capital Stock

Capital Stock	3 Months Ended
	Mar. 31, 2022
Stockholders' Equity Note [Abstract]
Capital Stock	6. 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, 2022 and 2021, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorized shares, remained available for repurchase as of March 31, 2022. Please refer to note 8 for subsequent events. During the quarter ended March 31, 2022, a) the Company incurred $20,000 of director fees payable in 68,966 shares of its common stock which were not issued as of March 31, 2022, and b) 100,000 stock awards vested as of March 31, 2022. As of March 31, 2022, there were 217,932 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 2021 and the first quarter of 2022. The shares were issued on April 28, 2022. 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.

Incentive stock plans and stock

Incentive stock plans and stock-based compensation	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Incentive stock plans and stock-based compensation	7. 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, 2022, all shares had vested and were issued. The Company recorded compensation expense of approximately $1,750 and $3,300 for each of the three months ended March 31, 2022 and 2021, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at March 31, 2022. Common stock options The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws. As of March 31, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the three months ended March 31, 2022.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent Events On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company purchased 192,750 shares of its common stock in a privately negotiated transaction at a price of $0.25 per share for an amount of approximately $48,000.

Investment valuation (Tables)

Investment valuation (Tables)	3 Months Ended
	Mar. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]
Schedule of financial instruments at fair value	Fair Value Measurements as of March 31, 2022 3/31/2022 Quoted Prices Significant Significant Treasury bills included in cash and $ 5,025 $ - $ 5,025 $ - Fair Value Measurements as of December 31, 2021 12/31/2021 Quoted Prices Significant Significant Treasury bills included in cash $ 5,250 $ - $ 5,250 $ -

Per share data (Details)

Per share data (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Per share data (Details) [Line Items]
Weighted average outstanding shares of common stock	20,490,385	20,137,129
Stock Awards [Member]
Per share data (Details) [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	200,690	297,352

Investment valuation (Details)

Investment valuation (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
US Government Debt Securities [Member]
Investment valuation (Details) [Line Items]
Investments in U.S. Treasury Bills	$ 5,025,000	$ 5,250,000

Investment valuation (Details)

Investment valuation (Details) - Schedule of financial instruments at fair value - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents	$ 5,025	$ 5,250
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents
Significant Other Observable Inputs (Level 2) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents	5,025	5,250
Significant Unobservable Inputs (Level 3) [Member]
Derivatives, Fair Value [Line Items]
Treasury bills included in cash and cash equivalents

Capital Stock (Details)

Capital Stock (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Capital Stock (Details) [Line Items]
Authorized number of shares to be repurchased	5,000,000
Number of shares repurchased	2,041,971
Remaining number of shares available for repurchase	2,958,029
Common stock, shares issuable	217,932	215,632
Stock awards vested	100,000
Director [Member]
Capital Stock (Details) [Line Items]
Director fees payable (in Dollars)	$ 20,000
Common stock, shares issuable	68,966

Incentive stock plans and sto_2

Incentive stock plans and stock-based compensation (Details) - Newly appointed director [Member] - Stock Awards [Member] - USD ($)	1 Months Ended	3 Months Ended
	Feb. 13, 2019	Mar. 31, 2022	Mar. 31, 2021
Incentive stock plans and stock-based compensation (Details) [Line Items]
Stock awards, Granted (in Shares)	100,000
Vesting period for plan	3 years
Share price of stock awards granted (in Dollars per share)	$ 0.42
Compensation expense		$ 1,750	$ 3,300

Subsequent Events (Details)

Subsequent Events (Details) - Board of Directors Chairman [Member] - Subsequent Event [Member] $ / shares in Units, $ in Thousands	Apr. 05, 2022USD ($)$ / sharesshares
Subsequent Events (Details) [Line Items]
Purchase by the Company of shares (repurchase) | shares	192,750
Price per share | $ / shares	$ 0.25
Common stock amount | $	$ 48,000