What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-03-11 compared with 2021-03-12 · 189 added, 341 removed, 138 unchanged (79% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

STATEMENTS AND SUPPLEMENTARY DATA.

Index to the Consolidated Financial Statements

Financial Statements of Wright Investors’ Service

Holdings, Inc.

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations - Years ended December 31,

2020 and 2019

Financial Statements of Wright Investors’

Service Holdings, Inc.

Report of Independent Registered Public Accounting Firm –

Consolidated Statements of Operations - Years ended December 31, 2021 and 2020

Consolidated Balance Sheets - December 31, 2021 and 2020

Consolidated Statements of Cash Flows - Years ended December

31, 2020 and 2019

Consolidated Statements of Changes in Stockholders’ Equity –

Consolidated Statements of Cash Flows - Years ended December 31, 2021 and 2020

Consolidated Statements of Changes in Stockholders’

Equity –

Years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Wright Investors' Service Holdings, Inc.

Wright Investors’

Service Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Wright Investors' Service Holdings, Inc.

and Subsidiaries (the “Company”) as of December 31, 2020 and 2019,

and the related consolidated statements of operations, stockholders’

equity, and cash flows for each of the years then ended,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019,

and the consolidated results of their operations and their cash flows for each of the years then ended, in conformity with accounting

principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Wright Investors’

Service Holdings, Inc.

(the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in stockholders’

equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2021 and 2020, and the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of

the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the

risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as

well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis

for our opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current

period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

We have served as the Company’s auditor since 2004

EISNERAMPER LLP

New York, New York

Fort Lauderdale, Florida

March 11, 2022

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

3 unchanged sentences

Other operating

Total operating expenses

Loss from operations

1 unchanged sentence

Loss from operations before income taxes

Income tax benefit (expense)

Income tax (expense) benefit

Basic and diluted loss per share

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share

(in thousands, except share and per share amounts)

Current assets

3 unchanged sentences

Total current assets

Deferred tax assets

Liabilities and stockholders’

Current liabilities

2 unchanged sentences

Total liabilities

Stockholders’

Preferred stock, par value $ 0.01 per share, authorized

2 unchanged sentences

30,000,000 shares;

issued 20,654,996 in 2020 and

outstanding 19,839,777 in 2020 and 2019;

and 227,160 shares issuable as of December 31, 2020

Issued 21,025,748 and 20,654,996 as of December 31, 2021, 2020, respectively;

Outstanding 20,210,529 and 19,839,777 as of December 31, 2021 and 2020, respectively;

215,632 and 227,160 shares issuable as of December 31, 2021 and 2020, respectively.

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost (815,219 shares at December 31, in 2020 and

December 31, 2019)

Total stockholders' equity

Total liabilities and stockholders’

Treasury stock, at cost ( 815,219 shares at December 31, 2021 and 2020, respectively)

Total stockholders’

Total liabilities and stockholders’

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

4 unchanged sentences

Equity based compensation, including issuance of stock to directors

Amortization expense –

right-of-use assets

Gain on extinguishment of debt

Changes in other operating items:

3 unchanged sentences

Accounts payable and accrued expenses

Operating lease liability

Net cash used in operating activities

8 unchanged sentences

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

1 unchanged sentence

Supplemental disclosures of cash flow information

Net cash paid (refunded) during the year for Income taxes

Non-cash investing and financing activities:

Right-of-use-assets obtained from operating lease liabilities upon

adoption of new lease standard

Net cash paid during the year for Income taxes

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

YEARS ENDED DECEMBER 31, 2021 AND 2020

1 unchanged sentence

Common stock (Issued)

Holders’

Balance at December 31, 2019

6 unchanged sentences

See accompanying notes to consolidated financial statements.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Description of activities

The Company is a “shell

company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the

Securities Exchange Act of 1934, as amended, or the Exchange Act.

As a shell company, its stockholders will be unable to utilize

Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule

144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8

for so long as the Company remains a shell company and for 12 months thereafter.

Among other things, as a consequence, the offering,

issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company’s securities

less attractive to investors.

The Company is not engaged in

the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within

the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s

investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive

of government securities and cash and certain cash equivalents).

The Company intends to evaluate

and explore all available strategic options.

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.

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.

See “Risk Factors “The

Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of

its total assets” and “The Company is a shell company under the federal securities laws.” As of December 31,

2020, the Company is not considered an inadvertent investment company.

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 December 31, 2021, the Company is not considered an inadvertent investment company.

Summary of significant accounting policies

Principles of consolidation .

The consolidated financial statements include the accounts

of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions

have been eliminated in consolidation.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, all of which are inactive.

All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

results could differ from these estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ from these estimates.

Cash and cash equivalents

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.

equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in

treasury bills.

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.

Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in treasury bills.

Cash and cash equivalents amounted to approximately $ 5,396,000 and $ 6,469,000 at December 31, 2021 and 2020, respectively.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Investment Valuation

The Company carries its investments at

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).

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:

Unadjusted quoted prices in active markets for identical assets or liabilities.

Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available.

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.

Unobservable inputs.

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.

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 December 31, 2020,

and 2019, the Company held $5,950,000 and $7,144,000 in U.S.

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 December 31, 2021, and 2020, the Company held $ 5,250,000 and $ 5,950,000 in U.S.

government securities.

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.

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.

government securities are categorized in Level 2 of the

fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

government securities,

which have maturities of three months or less at time of purchase , are reported as Cash and

cash equivalents on the balance sheet as of December 31, 2020 and 2019.

The following table presents the Company’s

financial instruments at fair value (in thousands):

Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange.

government securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities.

government securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents on the consolidated balance sheets as of December 31, 2021 and 2020.

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

Fair Value Measurements

1 unchanged sentence

Quoted Prices

Cash and cash equivalents

Treasury bills included in cash and cash equivalents

Fair Value Measurements

1 unchanged sentence

Quoted Prices

Identical Assets

Cash and cash equivalents

Treasury bills included in cash and cash equivalents

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Investment in undeveloped land

The Company owns certain non-strategic assets, including

an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly,

The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut.

The properties were fully impaired as of December 31, 2018.

Per share data

Basic and diluted loss per share for the years ended

December 31, 2020 and 2019, respectively, is calculated based on 19,977,927 and 19,736,479 weighted average outstanding shares

of common stock, including a weighted average 138,150 shares which are issuable at December 31, 2020.

Options for 100,000 and 550,000 shares of common

stock in 2020 and 2019, respectively, and stock awards for 66,667 and 100,000

shares of common stock in 2020 and 2019, respectively, were not included in the diluted computation as their effect

would be anti-dilutive since the Company incurred net operating losses for both years.

Loss per share for the year ended December 31, 2021 and 2020, respectively, is calculated based on 20,286,936 and 19,977,927 weighted average outstanding shares of common stock, including weighted average issuable shares of 276,043 and 138,150 at December 31, 2021 and 2020, respectively.

Unvested Stock awards for 33,334 and 66,666 shares of common stock for the year ended December 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both years.

Stock-based compensation

Stock-based compensation cost for employees is measured

at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite

service period, which is generally the vesting period.

Stock-based compensation cost for consultants is initially measured at the

grant date based on the fair value of the award, remeasured each reporting date until the instrument vests, at which time the cost

is established.

The cost is recognized as an expense on a straight-line basis, as adjusted each reporting period, over the requisite

service period, which is generally the vesting period.

In accordance with ASU 2016-09, the

Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences.

Note 7 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation

assumptions and expense.

Deferred tax assets and liabilities are recognized for

the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying

amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using

enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

The accounting for uncertain tax positions guidance

requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company

would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not

threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent

likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company recognizes interest and

penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively.

The Company had no income tax

uncertainties at December 31, 2020 and 2019.

Stock-based compensation cost for employees is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period.

In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences.

See Note 8 to the Consolidated Financial Statements for further information regarding the Company’s stock-based compensation assumptions and expense.

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.

The Company recognizes interest and penalties on income taxes, including those related to uncertain tax positions as interest and other expenses, respectively.

The Company had no income tax uncertainties at December 31, 2021 and 2020.

Concentrations of credit risk

Financial instruments that potentially subject the Company

to significant concentrations of credit risk consist principally of cash investments.

Investments in cash and money market funds

are insured up to $250,000 per depositor, per insured bank.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments.

Investments in cash and money market funds are insured up to $ 250,000 per depositor, per insured bank.

Investments in treasury bills are insured up to $ 500,000 .

For the years

ended December 31, 2020 and 2019, a substantial portion of the Company's investments in cash and treasury bills are in excess of

these limits.

For the years ended December 31, 2021 and 2020, a substantial portion of the Company's investments in cash and treasury bills are in excess of these limits.

Certain New Accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board

(FASB) issued Accounting Standards Update No.

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):

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

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 consolidated

financial statements.

The Company does not expect the adoption of ASU 2016-13 to have an impact on its consolidated financial statements.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Accounts payable and accrued expenses

Accounts payable and accrued expenses consist of the

following (in thousands):

Accounts payable and accrued expenses consist of the following (in thousands):

Year Ended December 31,

Accrued professional fees

The components of income tax (benefit) expense are as follows (in

The components of income tax expense (benefit) are as follows (in thousands):

Year Ended December 31,

4 unchanged sentences

Total income tax (benefit) expense

For the years ended December 31, 2020 and 2019, the current

income tax benefit related to operations represents a refundable alternative minimum tax credit net of adjustments to and accruals

of minimum state income taxes.

For the years ended December 31, 2020 and 2019, deferred income tax expense represents the

utilization of the alternative minimum tax credit carryforward.

The difference between the benefit for income taxes computed

at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

For the year ended December 31, 2021, current income tax expense related to operations represents accruals of minimum state income taxes.

For the year ended December 31, 2020, the current income tax benefit related to operations represents a refundable alternative minimum tax credit net of adjustments to and accruals of minimum state income taxes.

For the year ended December 31, 2020, deferred income tax expense represents the utilization of the alternative minimum tax credit carryforward.

The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows:

Year ended December 31,

5 unchanged sentences

Effective tax rate

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

The deferred tax assets and liabilities are summarized as follows (in thousands):

3 unchanged sentences

Equity-based compensation

Tax credit carryforwards

Unrealized loss on investments

Accrued liabilities & other

Gross deferred tax assets

2 unchanged sentences

Net Deferred tax assets

A valuation allowance is provided when it is more

likely than not that some portion of deferred tax assets will not be realized.

The valuation allowance decreased by approximately

$391,000 and $476,000 respectively, during the years ended December 31, 2020 and 2019.

The decreases in the valuation allowance

during the years ended December 31, 2020 and 2019 was mainly due to adjustments to the net operating loss carryforward.

The Company files a consolidated federal tax return with

its subsidiaries.

As of December 31, 2020, the Company has a federal net operating loss carryforward of approximately $20,312,000,

of which $15,280,000 expires from 2031 through 2037, and $5,032,000 does not expire.

The Company also has various state and local

net operating loss carryforwards totaling approximately $4,180,000, which expire between 2021 and 2040, and a capital loss carryforward

of approximately $2,690,000, which expires between 2021 and 2024.

State net operating loss carryforwards were reduced during

the year ended December 31, 2020 by approximately $16,244,000 due to a change in State tax filings.

On May 1, 2020, the Company received $53,000 from Fieldpoint

Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic

Security Act (the “CARES Act”).

The PPP Loan matures on May 4, 2022 (the “Maturity Date”), accrues interest

at 1% per annum and may be prepaid in whole or in part without penalty.

No principal or interest payments are due within the initial

six months of the PPP Loan.

Thereafter, monthly payments of principal and interest are due.

The interest accrued during the initial

six-month period is due and payable, together with the remaining principal, on the Maturity Date.

The Company used all proceeds

from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout

the COVID-19 pandemic.

The amounts were forgiven as of January 7, 2021 (see Note 10 to the Consolidated Financial Statements).

A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized.

The valuation allowance increased / (decreased) by approximately $ 294,000 and $( 391,000 ) respectively, during the years ended December 31, 2021 and 2020.

The increase in the valuation allowance during the year ended December 31, 2021 was mainly due to increases in the net operating loss carryforward and other deferred tax assets.

The decrease in the valuation allowance during the year ended December 31, 2020 was mainly due to adjustments to the net operating loss carryforward.

The Company files a consolidated federal tax return with its subsidiaries.

As of December 31, 2021, the Company has a federal net operating loss carryforward of approximately $ 21,339,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 6,162,000 does not expire.

The Company also has various state and local net operating loss carryforwards totaling approximately $ 5,182,000 , which expire between 2022 and 2042 , and a capital loss carryforward of approximately $ 2,690,000 , which expires between 2022 and 2024 .

State net operating loss carryforwards were reduced during the year ended December 31, 2020 by approximately $ 16,244,000 due to a change in State tax filings.

On May 1, 2020, the Company received $ 53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic.

The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $ 53,000 was recorded as Other Income for the year ended December 31, 2021.

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 December 31, 2020 and 2019, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the

authorization shares, remained available for repurchase at December 31, 2020.

During the year ended December 31, 2020, there were 193,827 shares of Company common stock to be issued to

the independent directors of the Company, in payment of quarterly directors’ fees due to them during 2020.

During the year ended 2019, the Company issued

192,534 shares of Company common stock to the independent directors of the Company, in payment of quarterly directors’

fees due to them during 2019.

The value of the shares of Company common stock to be issued and issued as of

December 31, 2020 and 2019, respectively was $80,000 each year.

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.

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 December 31, 2021 and 2020, 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 at December 31, 2021.

During the year ended December 31, 2021, the Company issued 370,752 shares of Company common stock to directors, 66,666 stock awards vested which were not issued and there were 148,966 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.

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.

WRIGHT INVESTORS’

SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2021

Incentive stock plans and stock-based compensation

On February 13, 2019, 100,000 stock awards were issued

to a newly appointed director of the Company.

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.

December 31, 2020, 66,667 stock awards remained unvested and 33,333 shares are to be issued.

The Company recorded compensation expense of $12,500

and $10,000 for the years ended December 31, 2020 and 2019, respectively, related to those stock awards.

The total unrecognized

compensation expense related to these unvested stock awards at December 31, 2020 is $15,600, which will be recognized over the

remaining vesting period of approximately 1.12 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 December 31, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $ 13,800 and $ 12,500 for the years ended December 31, 2021 and 2020, respectively, related to those stock awards.

The total unrecognized compensation expense related to these unvested stock awards at December 31, 2021 is $ 1,750 , which will be recognized over the remaining vesting period of approximately 0.1 years.

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 December 31, 2020, all options were vested

and there were outstanding options to acquire 100,000 common shares under the 2007 NPDC Plan.

All 100,000 options were vested

and exercisable, having an exercise price of $1.29 per share, a remaining contractual term of 1 year and zero aggregate

intrinsic value.

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 December 31, 2021, 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 year of 2021.

During 2020, 450,000 options with a weighted average exercise price of $1.36, a weighted average contractual term of 2 years,

and zero aggregate intrinsic value per share had expired.

As of December 31, 2019, all options were vested and there were

outstanding options to acquire 550,000 common shares under the 2007 NPDC Plan.

All 550,000 options were vested and

exercisable, having a weighted average exercise price of $1.35 per share, a weighted average contractual term of 1.75 years

and zero aggregate intrinsic value.

During 2021, 100,000 options with a weighted average exercise price of $ 1.29 , a weighted average contractual term of 1 years, and zero aggregate intrinsic value per share had expired.

As of December 31, 2020, all options were vested and there were outstanding options to acquire 100,000 common shares under the 2007 NPDC Plan.

All 100,000 options were vested and exercisable, having an exercise price of $ 1.29 per share, a remaining contractual term of 1 year and zero aggregate intrinsic value.

There were no grants, forfeitures or exercises of options during the year of 2020.

During 2020, 450,000 options with a weighted average exercise price of $ 1.36 , a weighted average contractual term of 2 years, and zero aggregate intrinsic value per share had expired.

Capital Stock

During the year ended December 31, 2021, the Company incurred $80,000 of director fees payable in 325,889 shares of its common stock, of which 176,923 were issued and 148,966 are issuable as of December 31, 2021.

As of December 31, 2021, there were 148,966 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 66,666 stock awards to be issued to a director of the Company.

Commitments, Contingencies, and Other

a) The extent of the impact and effects of the outbreak of the coronavirus (COVID-19) on the operation

and financial performance of our Company are unknown.

However, the Company does not expect that the outbreak will have a material

adverse effect or financial results at this time.

b) In July 2019, the Company entered into a six-month lease for office space in a building located

The lease commenced on September 1, 2019, expired on February 29, 2020, and is being renewed on a monthly basis

for $3,800 per month.

c) The Company has interests in land and certain flowage rights in undeveloped property (the “properties”)

primarily located in Killingly, Connecticut.

a) The future direct and indirect impact of the coronavirus (COVID-19) on our businesses, results of operations and financial condition remains uncertain.

Should current economic conditions deteriorate or if the pandemic worsens due to various factors, including through the spread of more easily communicable variants of COVID-19, such conditions could have an adverse effect on our businesses and results of operations and could adversely affect our financial condition.

However, the Company does not expect that the outbreak will have a material adverse effect or financial results at this time.

b) The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut.

The properties were fully impaired as of December 31, 2018.

On September 26, 2014, the

Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation

and repair of two dams in which the Company and its subsidiaries have certain ownership interests.

The first Order required that

the Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut.

The second Order, as

subsequently revised by DEEP on October 10, 2014, required that the Company investigate and make specified repairs to the Killingly

Pond Dam located in Killingly, Connecticut.

The Company administratively appealed and contested the allegations in both Orders.

On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam.

The Killingly Pond Consent

Order required the Company to continue to perform routine maintenance and administrative procedures consistent with DEEP’s

Dam Safety regulations, the cost of which was not material to the Company’s financial position or results of operations.

On July 27, 2017, the Company entered into

a Consent Order with the DEEP relative to Acme Pond Dam.

The Acme Pond Dam Consent Order required the Company to investigate and

recommend repairs to Acme Pond Dam.

Based up on the work performed by the Company’s retained consulting engineering firm,

the Company submitted its recommended Action Plan (the “Action Plan”) for Acme Pond Dam pursuant to the Consent Order

on November 30, 2017 and such recommended Action Plan was approved by DEEP as submitted on May 23, 2019.

Total expenses for the

repair work conducted in accordance with the Action Plan during the year ending December 31, 2019 was approximately $150,000.

repair work required for both the ACME Pond Dam and the Killingly Pond Dam was completed as of December 31, 2019.

DEEP issued a

Certificate of Compliance for Consent Order for the ACME Pond Dam on February 7, 2020, and a Certificate of Compliance for Consent

Order for the Killingly Pond Dam was issued on May 22, 2020.

The Company and its representatives continue to discuss

a proposed ownership transfer with interested parties.

Subsequent Events

On January 7, 2021, the Small Business Administration

forgave the PPP loan in the amount of $53,000.

As such the PPP loan was paid in full as of January 7, 2021.

Changes in and Disagreements with

Accountants on Accounting and Financial Disclosure.

In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests.

Both matters have been fully resolved.

In February 2020 and May 2020, DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

Subsequent Event

The Company evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

Changes in and Disagreements

with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data