UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended September 30, 2023
   
or
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _____ to _____

 

Commission File Number: 000-50587

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   13-4005439

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

118 North Bedford Road, Ste. 100, Mount Kisco, NY 10549
(Address of principal executive offices) (Zip code)

 

(914) 242-5700
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐

 

Securities registered pursuant to Section 12(b) of the Act:           None 

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class Trading Symbol (s) Name of each exchange on which registered
     
Common Stock, $0.01 par value IWSH OTC

 

As of November 10, 2023, there were 20,620,711 shares of the registrant’s common stock, $0.01 par value, outstanding. 

 

 

   
 

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

TABLE OF CONTENTS

 

  Part I.  Financial Information Page No.
     
Item 1. Financial Statements of Wright Investors’ Service Holdings, Inc. 1
     
 

Condensed Consolidated Balance Sheets -

September 30, 2023 (Unaudited) and December 31, 2022

 1
     
 

Condensed Consolidated Statements of Operations -

Three Months and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

 2
     
 

Condensed Consolidated Statements of Comprehensive Loss -

Three Months and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

 3
 

 
 

Condensed Consolidated Statements of Changes in Stockholders’ Equity -

Three Months and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

 4
     
 

Condensed Consolidated Statements of Cash Flows -

Nine Months Ended September 30, 2023 and 2022 (Unaudited)

 5
     
 

Notes to Condensed Consolidated Financial Statements -

Three Months and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

 6
     
Item 2.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 10
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
     
Item 4. Controls and Procedures 13
     
  Part II. Other Information  
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
     
Item 5. Other Information 14
     
Item 6. Exhibits 15
   
SIGNATURES 16

 

   

 

PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements.

 

 WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

 CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

   September 30,   December 31, 
   2023   2022 
   (unaudited)      
Assets          
Current assets          
Cash and cash equivalents  $178   $90 
Investments in U.S. Treasury Bills   3,384    4,130 
Prepaid expenses and other current assets   30    100 
Income tax receivable   
-
    73 
Total current assets   3,592    4,393 
           
Other assets   8    8 
           
Total assets  $3,600   $4,401 
           
Liabilities and stockholders’ equity          
Current liabilities          
           
Accounts payable and accrued expenses  $78   $112 
Total current liabilities   78    112 
           

Total liabilities

  $78   $112 
           

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 21,628,680 and 21,343,680 as of September 30, 2023 and December 31, 2022, respectively; Outstanding 20,620,711 and 20,335,711 at September 30, 2023 and December 31, 2022, respectively; 0 and 285,000 shares issuable as of September 30, 2023 and December 31, 2022, respectively   216    213 
           
Additional paid-in capital   34,392    34,395 
Accumulated deficit   (29,397)   (28,604)
Accumulated other comprehensive income   58    32 
Treasury stock, at cost (1,007,969 shares at September 30, 2023 and December 31, 2022)   (1,747)   (1,747)
Total stockholders' equity   3,522    4,289 
Total liabilities and stockholders’ equity  $3,600   $4,401 

 

See accompanying notes to condensed consolidated financial statements.

 

 1

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2023   2022   2023   2022 
                 
Expenses                    
Compensation and benefits  $108   $110   $339   $340 
Other operating   165    167    559    579 
    273    277    898    919 
Loss from operations   (273)   (277)   (898)   (919)
Interest and other income, net   76    15    105    18 
Loss from operations before income taxes   (197)   (262)   (793)   (901)
Net loss  $(197)  $(262)  $(793)  $(901)
                     
Basic and diluted weighted average common shares outstanding
   20,620,711    20,495,711    20,620,711    20,469,581 
                     
Basic and diluted loss per share
  $(0.01)  $(0.01)  $(0.04)  $(0.04)

 

See accompanying notes to condensed consolidated financial statements.

 

 2

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands)

 

   Three Months Ended September 30,   Nine Months Ended September 30, 
   2023   2022   2023   2022 
                 
Net loss  $(197)  $(262)  $(793)  $(901)
Unrealized (loss) gain  on available for sale securities   (31)   4    26    4 
Comprehensive loss  $(228)  $(258)  $(767)  $(897)

 

See accompanying notes to condensed consolidated financial statements.

 

 3

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

(UNAUDITED)

 

(in thousands, except per share data)

 

                   Accumulated       Total 
           Additional       other   Treasury   stock- 
   Common stock (Issued)   paid -in   Accumulated   comprehensive   stock, at   Holders 
   shares   amount   capital   deficit   income   cost   Equity 
Balance at December 31, 2021   21,025,748   $210   $34,316   $(27,397)  $
-
   $(1,699)  $5,430 
Net loss   -    
-
    
-
    (314)   
-
    
-
    (314)
Equity based compensation expense   100,000    1    1    
-
    
-
    
-
    2 
Stock based compensation expense to directors   -    
-
    20    
-
         
-
    20 
Balance at March 31, 2022   21,125,748   $211   $34,337   $(27,711)  $
-
   $(1,699)  $5,138 
Net loss   -    
-
    
-
    (325)   
-
    
-
    (325)
Purchase of Treasury Stock   -    
-
    
-
    
-
    
-
    (48)   (48)
Stock based compensation expense to directors   217,932    2    18    
-
    
-
    
-
    20 
Balance at June 30, 2022   21,343,680   $213   $34,355   $(28,036)  $-   $(1,747)  $4,785 
Net loss   -    
-
    
-
    (262)   
-
    
-
    (262)
Other Comprehensive Income   -    
-
    
-
    
-
    4    
-
    4 
Stock based compensation expense to directors   -    
-
    20    
-
    
-
    
-
    20 
Balance at September 30, 2022   21,343,680   $213   $34,375   $(28,298)  $4   $(1,747)  $4,547 
                                    
Balance at December 31, 2022   21,343,680   $213   $34,395   $(28,604)  $32   $(1,747)  $4,289 
Net loss   -    
-
    
-
    (314)   
-
    
-
    (314)
Stock based compensation expense to directors   285,000    3    (3)   
-
    -    
-
    
-
 
Other Comprehensive Income   -    
-
    
-
    
-
    35    
-
    35 
Balance at March 31, 2023   21,628,680   $216   $34,392   $(28,918)  $67   $(1,747)  $4,010 
Net loss   -    
-
    
-
    (282)   
-
    
-
    (282)
Other Comprehensive Income   -    
-
    
-
    
-
    22    
-
    22 
Balance at June 30, 2023   21,628,680   $216   $34,392   $(29,200)  $89   $(1,747)  $3,750 
Net loss   -    
-
    
-
    (197)   
-
    
-
    (197)
Other Comprehensive Loss   -    
-
    
-
    
-
    (31)   
-
    (31)
Balance at September 30, 2023   21,628,680   $216   $34,392   $(29,397)  $58   $(1,747)  $3,522 

 

See accompanying notes to condensed consolidated financial statements.

 

 4

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

   Nine Months Ended
September 30,		 
   2023   2022 
Cash flows from operating activities          
           
Net loss  $(793)  $(901)
Adjustments to reconcile net loss to net cash used in operating activities:          
Equity based compensation, including vesting of stock to directors   
-
    62 
Changes in other operating items:          
Income tax receivable   73    
-
 
Prepaid expenses and other current assets   70    12 
Accounts payable and accrued expenses   (34)   (36)
Net cash used in operating activities   (684)   (863)
           

Cash flows from investing activities

          
Proceeds from redemptions (purchases) of U.S. Treasury Bills   772    (2,417)
Net cash provided by (used in) investing activities   772    (2,417)
           
Cash flows from financing activities          
Purchase of Treasury Stock   
-
    (48)
Net cash used in financing activities   
-
    (48)
           
Net increase (decrease) in cash and cash equivalents   88    (3,328)
Cash and cash equivalents at the beginning of the period   90    5,396 
Cash and cash equivalents at the end of the period  $178   $2,068 
           
Supplemental disclosures of cash flow information          
Cash refunded during the period for income taxes  $(73)  $
-
 
Unrealized gain on available for sale securities  $26   $4 

 

See accompanying notes to condensed consolidated financial statements. 

 

 5

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

Notes to Condensed Consolidated Financial Statements

 

Three months ended September 30, 2023 and 2022

 

(unaudited)

 

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, 2022 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, 2022 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 2023 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 investments in U.S. Treasury Bills, 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 and investments in U.S. Treasury Bills. 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 and Investment in U.S. Treasury Bills) 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 the Company’s total assets (exclusive of government securities). As of September 30, 2023, the Company is not considered an inadvertent investment company.

 

2.Per share data

 

Loss per share for the three months ended September 30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,495,711 weighted average outstanding shares of common stock, including weighted average issuable shares of 160,000 at September 30, 2022.

 

Loss per share for the nine months ended September 30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,469,581 weighted average outstanding shares of common stock, including weighted average 152,276 shares which are issuable at September 30, 2022.

 

 6

 

3.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 September 30, 2023 and December 31, 2022, the Company held $3,384,000 and $4,130,000, 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 September 30, 2023 and December 31, 2022. 

 

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the condensed consolidated statement of operations.

 

The following table presents the Company’s financial instruments at fair value (in thousands):

 

  

Fair Value Measurements

as of September 30, 2023
 

 
   9/30/2023   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $3,384    
          -
   $3,384    
          -
 
                     
Total  $3,384   $
-
   $3,384   $
-
 

 

 7

 

  

Fair Value Measurements

as of December 31, 2022
 

 
   12/31/2022   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $4,130    
          -
   $4,130    
          -
 
                     
Total  $4,130   $
-
   $4,130   $
-
 

 

Investments in debt securities as of September 30, 2023 are summarized by type below (in thousands).

 

   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Fair
Value		 
                 
U.S. Treasury bills  $3,326   $58   $
        -
   $3,384 
                     
Total  $3,326   $58   $
-
   $3,384 

 

All investments in debt securities are due in one year or less as of September 30, 2023.

 

Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the nine-month ended September 30, 2023 is as follows:

 

Balance at December 31, 2022  $32 
      
Amounts reclassified from accumulated other
Comprehensive income to interest income and
other income		   (16)
      
    16 
      
Net current-period other comprehensive income   42 
      
Balance at September 30, 2023  $58 

 

Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
                     
U.S. Treasury bills  $4,098   $32   $
         -
   $4,130 
                     
Total  $4,098   $32   $
-
   $4,130 

 

 8

 

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of September 30, 2023, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.

 

4.Income taxes

 

No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

 

5.       Capital Stock

 

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

 

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. 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. The Company did not repurchase any common stock during three and nine months ended September 30, 2023 and 2022. At September 30, 2023 and 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30, 2023.

 

On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, for payment of quarterly directors’ fees due to them for services in 2022, which were classified as issuable at December 31, 2022. As of September 30, 2022, there were 160,000 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 the second and third quarters of 2022. The shares were issued on March 9, 2023. 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.

 

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

 

6.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 September 30, 2023, all shares had vested and were issued.

 

There was no compensation expense recorded for the three months ended September 30, 2023 and 2022, respectively, related to stock awards. The Company recorded compensation expense of zero and approximately $1,750 for each of the nine months ended September 30, 2023 and 2022, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at September 30, 2023. 

 

 9

 

Item 2.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, 2022 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 28, 2023.

 

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 and U.S. Treasury Bills) 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 and Investments in U.S. Treasury Bills to stockholders.

 

Results of operations

 

Three months ended September 30, 2023 compared to the three months ended September 30, 2022

 

For the three months ended September 30, 2023, the Company had a loss from operations before income taxes of $197,000 compared to a loss from operations before income taxes of $262,000 for the three months ended September 30, 2022.

 

The decreased loss before income taxes of $65,000 was primarily a result of an increase in Interest and other income of $61,000.

 

Compensation and benefits

 

For the three months ended September 30, 2023, Compensation and benefits were $108,000 as compared to $110,000 for the three months ended September 30, 2022.

 

 10

 

Other operating expenses

 

For the three months ended September 30, 2023, Other operating expenses were $165,000 as compared to $167,000 for the three months ended September 30, 2022. The decreased operating expenses of $2,000 were primarily the result of decreased directors’ fees of $21,000, decreased professional fees of $11,000, offset by increased other expenses of $12,000, increased insurance expense of $9,000, and increased expenses related to the repair and maintenance of the Company owned dam properties of $9,000. The properties were fully impaired as of December 31, 2018.

 

Interest and other income

 

For the three months ended September 30, 2023, Interest and other income was $76,000 as compared to $15,000 for the three months ended September 30, 2022. The increased interest and other income, including net realized gains and losses on U.S. Treasury bills, of $61,000 was primarily the result of the investments in U.S. Treasury securities and the related interest income of $76,000 during the three months ended September 30, 2023.

 

Income taxes

  

For the three months ended September 30, 2023 and 2022, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended September 30, 2023 and 2022, 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, 2023 compared to the nine months ended September 30, 2022

 

For the nine months ended September 30, 2023, the Company had a loss from operations before income taxes of $793,000 compared to a loss from operations before income taxes of $901,000 for the nine months ended September 30, 2022. 

 

The decreased loss before income taxes of $108,000 was primarily the result of a decrease in Other operating expenses of $20,000, and an increase in Interest and other income of $87,000.

 

Compensation and benefits

 

For the nine months ended September 30, 2023, Compensation and benefits were $339,000 as compared to $340,000 for the nine months ended September 30, 2022.

 

Other operating expenses

 

For the nine months ended September 30, 2023, Other operating expenses were $559,000 as compared to $579,000 for the nine months ended September 30, 2022. The decreased operating expenses of $20,000 were primarily the result of decreased directors’ fees of $64,000, decreased professional fees of $16,000, decreased insurance expenses of $2,000, offset by increased other expenses of $7,000, and increased expenses related to the repair and maintenance of the Company owned dam properties of $55,000. The properties were fully impaired as of December 31, 2018.

 

Interest and other income

 

For the nine months ended September 30, 2023, Interest and other income was $105,000 as compared to $18,000 for the nine months ended September 30, 2022. The increased interest and other income, including net realized gains and losses on U.S. Treasury bills, of $87,000 was primarily the result of the investments in U.S. Treasury securities and the resulting increase in interest income of $81,000 during the nine months ended September 30, 2023.

 

Income taxes

 

For the nine months ended September 30, 2023 and 2022, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the nine months ended September 30, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

 

 11

 

Financial condition

 

Liquidity and Capital Resources

 

At September 30, 2023, the Company had cash and cash equivalents totaling $178,000 and short-term U.S. Treasury Bills totaling $3,384,000 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 and Investments in U.S. Treasury Bills to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through November 30, 2024.

 

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 3 for valuation of Investments.

 

The increase in cash and cash equivalents of $88,000 for the nine months ended September 30, 2023 was primarily the result of $684,000 used in operating activities, offset by redemption of U.S. Treasury Bills of $772,000 provided by investing activities.

 

 12

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

Not required.

 

Item 4.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, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 13

 

PART II. OTHER INFORMATION

 

Item 2.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, 2023, the Company had repurchased 2,234,721 shares of its common stock and, a total of 2,765,279 shares remained available for repurchase at September 30, 2023, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended September 30, 2023.

 

Item 5.Other Information

 

None

 

 14

 

Item 6.Exhibits.

 

Exhibit
No.     		   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.

 

 15

 

SIGNATURES

 

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 13, 2023 By: /s/ HARVEY P. EISEN
    Name: Harvey P. Eisen
    Title:

Chairman, President, and Chief Executive Officer

(Principal Executive Officer)

 

  

 

 

Date:  November 13, 2023 By: /s/ HAROLD D. KAHN
    Name: Harold D. Kahn
    Title:

Acting Chief Financial Officer and Acting Principal
Accounting Officer

(Principal Financial Officer)

 

 

16

 

 

 

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Exhibit 31.1

 

CERTIFICATIONS

 

I, Harvey P. Eisen, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023

 

/s/ HARVEY P. EISEN  
Name:                       Harvey P. Eisen  
Title: Chairman, President, and  
  Chief Executive Officer  

 

 

 

 

 

 

 

Exhibit 31.2

 

CERTIFICATIONS

 

I, Harold D. Kahn, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2023

 

/s/ HAROLD D. KAHN  
Name:                          Harold D. Kahn  
Title: Acting Chief Financial Officer and  
  Acting Principal Accounting Officer  

 

 

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with this Quarterly Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ HARVEY P. EISEN  
Name:                  Harvey P. Eisen  
Title: Chairman, President, and  
  Chief Executive Officer  
Date: November 13, 2023  

 

 

/s/ HAROLD D. KAHN  
Name:                  Harold D. Kahn  
Title: Acting Chief Financial Officer and  
  Acting Principal Accounting Officer  
Date: November 13, 2023  

 

 

 

 

 

 

v3.23.3
Document And Entity Information - shares
 9 Months Ended
Sep. 30, 2023
Nov. 10, 2023
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   20,620,711
Amendment Flag false  
Entity Central Index Key 0001279715  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
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(b) Security Common Stock, $0.01 par value  
Security Exchange Name NONE  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 178 $ 90
Investments in U.S. Treasury Bills 3,384 4,130
Prepaid expenses and other current assets 30 100
Income tax receivable 73
Total current assets 3,592 4,393
Other assets 8 8
Total assets 3,600 4,401
Current liabilities    
Accounts payable and accrued expenses 78 112
Total current liabilities 78 112
Total liabilities 78 112
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 21,628,680 and 21,343,680 as of September 30, 2023 and December 31, 2022, respectively; Outstanding 20,620,711 and 20,335,711 at September 30, 2023 and December 31, 2022, respectively; 0 and 285,000 shares issuable as of September 30, 2023 and December 31, 2022, respectively 216 213
Additional paid-in capital 34,392 34,395
Accumulated deficit (29,397) (28,604)
Accumulated other comprehensive income 58 32
Treasury stock, at cost (1,007,969 shares at September 30, 2023 and December 31, 2022) (1,747) (1,747)
Total stockholders' equity 3,522 4,289
Total liabilities and stockholders’ equity $ 3,600 $ 4,401
v3.23.3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
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 21,628,680 21,343,680
Common stock, shares outstanding 20,620,711 20,335,711
Common stock, shares issuable 0 285,000
Treasury stock, shares 1,007,969 1,007,969
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Expenses        
Compensation and benefits $ 108 $ 110 $ 339 $ 340
Other operating 165 167 559 579
Total operating expenses 273 277 898 919
Loss from operations (273) (277) (898) (919)
Interest and other income, net 76 15 105 18
Loss from operations before income taxes (197) (262) (793) (901)
Net loss $ (197) $ (262) $ (793) $ (901)
Basic weighted average common shares outstanding (in Shares) 20,620,711 20,495,711 20,620,711 20,469,581
Basic loss per share (in Dollars per share) $ (0.01) $ (0.01) $ (0.04) $ (0.04)
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Diluted weighted average common shares outstanding 20,620,711 20,495,711 20,620,711 20,469,581
Diluted loss per share $ (0.01) $ (0.01) $ (0.04) $ (0.04)
v3.23.3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net loss $ (197) $ (262) $ (793) $ (901)
Unrealized (loss) gain on available for sale securities (31) 4 26 4
Comprehensive loss $ (228) $ (258) $ (767) $ (897)
v3.23.3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common stock (Issued)
Additional paid -in capital
Accumulated deficit
Accumulated other comprehensive income
Treasury stock, at cost
Total
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          
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           (901)
Balance at Sep. 30, 2022 $ 213 34,375 (28,298) 4 (1,747) 4,547
Balance (in Shares) at Sep. 30, 2022 21,343,680          
Balance at Mar. 31, 2022 $ 211 34,337 (27,711) (1,699) 5,138
Balance (in Shares) at Mar. 31, 2022 21,125,748          
Net loss (325) (325)
Purchase of Treasury Stock (48) (48)
Stock based compensation expense to directors $ 2 18 20
Stock based compensation expense to directors (in Shares) 217,932          
Balance at Jun. 30, 2022 $ 213 34,355 (28,036)   (1,747) 4,785
Balance (in Shares) at Jun. 30, 2022 21,343,680          
Net loss (262) (262)
Other Comprehensive Income (loss) 4 4
Stock based compensation expense to directors 20 20
Balance at Sep. 30, 2022 $ 213 34,375 (28,298) 4 (1,747) 4,547
Balance (in Shares) at Sep. 30, 2022 21,343,680          
Balance at Dec. 31, 2022 $ 213 34,395 (28,604) 32 (1,747) 4,289
Balance (in Shares) at Dec. 31, 2022 21,343,680          
Net loss (314) (314)
Other Comprehensive Income (loss) 35 35
Stock based compensation expense to directors $ 3 (3)  
Stock based compensation expense to directors (in Shares) 285,000          
Balance at Mar. 31, 2023 $ 216 34,392 (28,918) 67 (1,747) 4,010
Balance (in Shares) at Mar. 31, 2023 21,628,680          
Balance at Dec. 31, 2022 $ 213 34,395 (28,604) 32 (1,747) 4,289
Balance (in Shares) at Dec. 31, 2022 21,343,680          
Net loss           (793)
Balance at Sep. 30, 2023 $ 216 34,392 (29,397) 58 (1,747) 3,522
Balance (in Shares) at Sep. 30, 2023 21,628,680          
Balance at Mar. 31, 2023 $ 216 34,392 (28,918) 67 (1,747) 4,010
Balance (in Shares) at Mar. 31, 2023 21,628,680          
Net loss (282) (282)
Other Comprehensive Income (loss) 22 22
Balance at Jun. 30, 2023 $ 216 34,392 (29,200) 89 (1,747) 3,750
Balance (in Shares) at Jun. 30, 2023 21,628,680          
Net loss (197) (197)
Other Comprehensive Income (loss) (31) (31)
Balance at Sep. 30, 2023 $ 216 $ 34,392 $ (29,397) $ 58 $ (1,747) $ 3,522
Balance (in Shares) at Sep. 30, 2023 21,628,680          
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities    
Net loss $ (793) $ (901)
Adjustments to reconcile net loss to net cash used in operating activities:    
Equity based compensation, including vesting of stock to directors 62
Changes in other operating items:    
Income tax receivable 73
Prepaid expenses and other current assets 70 12
Accounts payable and accrued expenses (34) (36)
Net cash used in operating activities (684) (863)
Cash flows from investing activities    
Proceeds from redemptions (purchases) of U.S. Treasury Bills 772 (2,417)
Net cash provided by (used in) investing activities 772 (2,417)
Cash flows from financing activities    
Purchase of Treasury Stock (48)
Net cash used in financing activities (48)
Net increase (decrease) in cash and cash equivalents 88 (3,328)
Cash and cash equivalents at the beginning of the period 90 5,396
Cash and cash equivalents at the end of the period 178 2,068
Supplemental disclosures of cash flow information    
Cash refunded during the period for income taxes (73)
Unrealized gain on available for sale securities $ 26 $ 4
v3.23.3
Basis of Presentation and Description of Activities
 9 Months Ended
Sep. 30, 2023
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, 2022 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, 2022 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 2023 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 investments in U.S. Treasury Bills, 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 and investments in U.S. Treasury Bills. 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 and Investment in U.S. Treasury Bills) 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 the Company’s total assets (exclusive of government securities). As of September 30, 2023, the Company is not considered an inadvertent investment company.
v3.23.3
Per Share Data
 9 Months Ended
Sep. 30, 2023
Per Share Data [Abstract]  
Per share data
2.Per share data

 

Loss per share for the three months ended September 30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,495,711 weighted average outstanding shares of common stock, including weighted average issuable shares of 160,000 at September 30, 2022.

 

Loss per share for the nine months ended September 30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,469,581 weighted average outstanding shares of common stock, including weighted average 152,276 shares which are issuable at September 30, 2022.
v3.23.3
Investment Valuation
 9 Months Ended
Sep. 30, 2023
Investment Valuation [Abstract]  
Investment valuation
3.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 September 30, 2023 and December 31, 2022, the Company held $3,384,000 and $4,130,000, 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 September 30, 2023 and December 31, 2022. 

 

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. Unrealized gains and losses would be recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the condensed consolidated statement of operations.

 

The following table presents the Company’s financial instruments at fair value (in thousands):

 

  

Fair Value Measurements

as of September 30, 2023
 

 
   9/30/2023   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $3,384    
          -
   $3,384    
          -
 
                     
Total  $3,384   $
-
   $3,384   $
-
 

 

  

Fair Value Measurements

as of December 31, 2022
 

 
   12/31/2022   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $4,130    
          -
   $4,130    
          -
 
                     
Total  $4,130   $
-
   $4,130   $
-
 

 

Investments in debt securities as of September 30, 2023 are summarized by type below (in thousands).

 

   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Fair
Value		 
                 
U.S. Treasury bills  $3,326   $58   $
        -
   $3,384 
                     
Total  $3,326   $58   $
-
   $3,384 

 

All investments in debt securities are due in one year or less as of September 30, 2023.

 

Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the nine-month ended September 30, 2023 is as follows:

 

Balance at December 31, 2022  $32 
      
Amounts reclassified from accumulated other
Comprehensive income to interest income and
other income		   (16)
      
    16 
      
Net current-period other comprehensive income   42 
      
Balance at September 30, 2023  $58 

 

Investments in debt securities as of December 31, 2022 are summarized by type below (in thousands).

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
                     
U.S. Treasury bills  $4,098   $32   $
         -
   $4,130 
                     
Total  $4,098   $32   $
-
   $4,130 

 

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of September 30, 2023, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.
v3.23.3
Income Taxes
 9 Months Ended
Sep. 30, 2023
Income Taxes [Abstract]  
Income taxes
4.Income taxes

 

No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2023 and 2022, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
v3.23.3
Capital Stock
 9 Months Ended
Sep. 30, 2023
Capital Stock [Abstract]  
Capital Stock

5.       Capital Stock

 

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

 

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. 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. The Company did not repurchase any common stock during three and nine months ended September 30, 2023 and 2022. At September 30, 2023 and 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30, 2023.

 

On March 9, 2023, there were 285,000 shares of Company common stock issued to the independent directors of the Company, for payment of quarterly directors’ fees due to them for services in 2022, which were classified as issuable at December 31, 2022. As of September 30, 2022, there were 160,000 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 the second and third quarters of 2022. The shares were issued on March 9, 2023. 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.

 

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.
v3.23.3
Incentive Stock Plans and Stock-Based Compensation
 9 Months Ended
Sep. 30, 2023
Incentive Stock Plans and Stock-Based Compensation [Abstract]  
Incentive stock plans and stock-based compensation
6.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 September 30, 2023, all shares had vested and were issued.

 

There was no compensation expense recorded for the three months ended September 30, 2023 and 2022, respectively, related to stock awards. The Company recorded compensation expense of zero and approximately $1,750 for each of the nine months ended September 30, 2023 and 2022, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at September 30, 2023. 
v3.23.3
Investment Valuation (Tables)
 9 Months Ended
Sep. 30, 2023
Investment Valuation [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 September 30, 2023
 

 
   9/30/2023   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $3,384    
          -
   $3,384    
          -
 
                     
Total  $3,384   $
-
   $3,384   $
-
 

 

  

Fair Value Measurements

as of December 31, 2022
 

 
   12/31/2022   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in U.S. Treasury bills  $4,130    
          -
   $4,130    
          -
 
                     
Total  $4,130   $
-
   $4,130   $
-
 
Schedule of Investments in Debt Securities Investments in debt securities as of September 30, 2023 are summarized by type below (in thousands).
   Amortized
Cost		   Gross
Unrealized
Gains		   Gross
Unrealized
Losses		   Fair
Value		 
                 
U.S. Treasury bills  $3,326   $58   $
        -
   $3,384 
                     
Total  $3,326   $58   $
-
   $3,384 
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
                     
U.S. Treasury bills  $4,098   $32   $
         -
   $4,130 
                     
Total  $4,098   $32   $
-
   $4,130 

 
Schedule of Changes in the Accumulated Other Comprehensive Income Balance Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the nine-month ended September 30, 2023 is as follows:
Balance at December 31, 2022  $32 
      
Amounts reclassified from accumulated other
Comprehensive income to interest income and
other income		   (16)
      
    16 
      
Net current-period other comprehensive income   42 
      
Balance at September 30, 2023  $58 
v3.23.3
Per Share Data (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Per Share Data [Abstract]        
Weighted Average Number of Shares Outstanding, Basic 20,620,711 20,495,711 20,620,711 20,469,581
Weighted average issuable shares   160,000   152,276
v3.23.3
Investment Valuation (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
US Treasury Securities [Member]    
Investment Valuation [Line Items]    
Debt Securities, Available-for-Sale, Current $ 3,384,000 $ 4,130,000
v3.23.3
Investment Valuation (Details) - Schedule of Financial Instruments at Fair Value - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills $ 3,384,000 $ 4,130,000
Investments in U.S. Treasury Bills    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills 3,384,000 4,130,000
Quoted Prices in Active Markets for Identical Assets (Level 1)    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills
Quoted Prices in Active Markets for Identical Assets (Level 1) | Investments in U.S. Treasury Bills    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills  
Significant Other Observable Inputs (Level 2)    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills 3,384,000 4,130,000
Significant Other Observable Inputs (Level 2) | Investments in U.S. Treasury Bills    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills 3,384,000  
Significant Unobservable Inputs (Level 3)    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills
Significant Unobservable Inputs (Level 3) | Investments in U.S. Treasury Bills    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Investments in U.S. Treasury bills  
v3.23.3
Investment Valuation (Details) - Schedule of Investments in Debt Securities - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost $ 3,326,000 $ 4,098,000
Gross Unrealized Gains 58,000 32,000
Gross Unrealized Losses
Fair Value 3,384,000 4,130,000
U.S. Treasury bills [Member]    
Debt Securities, Available-for-Sale [Line Items]    
Amortized Cost 3,326,000 4,098,000
Gross Unrealized Gains 58,000 32,000
Gross Unrealized Losses
Fair Value $ 3,384,000 $ 4,130,000
v3.23.3
Investment Valuation (Details) - Schedule of Changes in the Accumulated Other Comprehensive Income Balance
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
Schedule of Changes in the Accumulated Other Comprehensive Income Balance [Abstract]  
Balance at December 31, 2022 $ 32
Amounts reclassified from accumulated other Comprehensive income to interest income and other income (16)
Changes in the accumulated other comprehensive income 16
Net current-period other comprehensive income 42
Balance at September 30, 2023 $ 58
v3.23.3
Income Taxes (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Taxes [Abstract]        
Tax benefit in relation to pre-tax
v3.23.3
Capital Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
 9 Months Ended
Sep. 30, 2023
Apr. 05, 2022
Sep. 30, 2023
Sep. 30, 2022
Mar. 09, 2023
Dec. 31, 2022
Capital Stock [Line Items]            
Number of shares repurchased 2,234,721 192,750        
Transaction price per share (in Dollars per share)   $ 0.25        
Payments for Repurchase of Common Stock (in Dollars)   $ 48 $ 48    
Remaining number of shares available for repurchase 2,765,279   2,765,279      
Common stock issued 21,628,680   21,628,680   285,000 21,343,680
Common stock to be issued 0   0     285,000
Director [Member]            
Capital Stock [Line Items]            
Common stock to be issued 160,000   160,000      
Maximum [Member]            
Capital Stock [Line Items]            
Authorized number of shares to be repurchased 5,000,000   5,000,000      
v3.23.3
Incentive Stock Plans and Stock-Based Compensation (Details) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Feb. 13, 2019
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Apr. 05, 2022
Incentive Stock Plans and Stock-Based Compensation [Line Items]            
Stock awards closing price (in Dollars per share)           $ 0.25
Compensation expense        
Unrecognized Compensation expense        
Newly appointed director [Member]            
Incentive Stock Plans and Stock-Based Compensation [Line Items]            
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares) 100,000          
Vesting period 3 years          
Stock awards closing price (in Dollars per share) $ 0.42          
Compensation expense       $ 0 $ 1,750  
Wright Investors Service (PK) (USOTC:IWSH)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025 Plus de graphiques de la Bourse Wright Investors Service (PK)
Wright Investors Service (PK) (USOTC:IWSH)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025 Plus de graphiques de la Bourse Wright Investors Service (PK)