What changed in this filing

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Item 1. Financial Statements

2022-08-15 compared with 2022-05-16 · 82 added, 76 removed, 158 unchanged (50% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Compensation and benefits

4 unchanged sentences

Income tax expense

Basic and diluted weighted average common shares outstanding

Basic and diluted weighted average common

shares outstanding

Basic and diluted loss per share

14 unchanged sentences

Total liabilities

Stockholders’

Stockholders’ equity

Preferred stock, par value $ 0.01 per share, authorized 10,000,000 shares;

Common stock, par value $ 0.01 per share, authorized

30,000,000 shares;

Issued 21,125,748 and 21,025,748 as of March 31, 2022 and December

31, 2021, respectively;

Outstanding 20,310,529 and 20,210,529 at March 31, 2022 and December 31, 2021,

respectively;

and 217,932 and 215,632 shares issuable as

of March 31, 2022 and December 31, 2021, respectively

Common stock, par value $ 0.01 per share, authorized 30,000,000 shares;

Issued 21,343,680

and 21,025,748 as of June 30, 2022 and December 31, 2021, respectively;

Outstanding 20,335,711 and 20,210,529 at June 30, 2022 and December 31, 2021, respectively,

and 80,000 and 215,632 shares issuable as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital

Accumulated deficit

Treasury stock, at cost ( 815,219 shares at March 31, 2022 and December

Treasury stock, at cost ( 1,007,969 shares at June 30, 2022 and 815,219 at December 31, 2021)

Total stockholders' equity

5 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities

6 unchanged sentences

Net cash used in operating activities

Cash flows from financing activities

Purchase of Treasury Stock

Net cash used in financing activities

Net decrease in cash and cash equivalents

8 unchanged sentences

IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED March 31, 2022 and 2021

THREE AND SIX MONTHS ENDED June 30, 2022 and

(in thousands, except per share data)

4 unchanged sentences

Balance at March 31, 2021

Equity based compensation expense

Stock based compensation expense to directors

Balance at June 30, 2021

Balance at December 31, 2021

2 unchanged sentences

Balance at March 31, 2022

Purchase of Treasury Stock

Stock based compensation expense to directors

Balance at June 30, 2022

See accompanying notes to condensed consolidated

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three months ended March 31, 2022 and 2021

Three months ended June 30, 2022 and 2021

Basis of presentation and description of activities

16 unchanged sentences

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

(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

The Company is not engaged in the business of investing, reinvesting,

or trading in securities, and it does not hold itself out as being engaged in those activities.

The Company intends to evaluate and explore all

available strategic options.

The Company will continue to work to maximize stockholder value.

Such strategic options may include acquisition of an investment

advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses

and investing in other businesses that provide attractive opportunities for growth.

The directors will also consider alternatives for

distributing some or all of the Company’s cash and cash equivalents.

Until such time as a decision is made as to how the liquid

assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as

cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

The Company may be classified as an inadvertent investment company

if the Company acquires investment securities in excess of 40% of its total assets.

As of March 31, 2022, the Company is not considered

an inadvertent investment company.

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 June 30, 2022, the Company

is not considered an inadvertent investment company.

New accounting guidance not yet adopted

15 unchanged sentences

Per share data

Loss per share for the three months ended March

Loss per share for the three months ended June

30, 2022 and 2021, respectively, is calculated based on 20,415,711 and 20,277,195 weighted average outstanding shares of common stock,

including weighted average issuable shares of 200,690 and 297,352 at March 31, 2022 and 2021, respectively.

including weighted average issuable shares of 80,000 and 437,418 at June 30, 2022 and 2021, respectively.

Loss per share for the six months ended June 30,

2022 and 2021 respectively, is calculated based on 20,458,382 and 20,197,158 weighted average outstanding shares of common stock, including

weighted average 148,966 and 357,380 shares which are issuable at June 30, 2022 and 2021, respectively.

Investment valuation

6 unchanged sentences

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.

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.

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.

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

3 unchanged sentences

liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

of March 31, 2022 and December 31, 2021, the Company held $ 5,025,000 and $ 5,250,000 in U.S.

of June 30, 2022 and December 31, 2021, the Company held $ 4,630,000 and $ 5,250,000 in U.S.

government debt securities.

8 unchanged sentences

are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated

balance sheets as of March 31, 2022 and December 31, 2021.

balance sheets as of June 30, 2022 and December 31, 2021.

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

Value Measurements

as of March 31, 2022

Fair Value Measurements

as of June 30, 2022

Quoted Prices

Treasury bills included in cash and

cash equivalents

Value Measurements

Treasury bills included in cash and cash equivalents

Fair Value Measurements

as of December 31, 2021

Quoted Prices

Treasury bills included in cash

and cash equivalents

Income tax expense represents minimum state taxes.

No tax benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2022 and 2021, due to a full valuation

allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Treasury bills included in cash and cash equivalents

No tax benefit

has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2022 and 2021, due to a full valuation allowance

to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

Capital Stock

The Company’s Board of Directors, without

5 unchanged sentences

or privately negotiated transactions.

At March 31, 2022 and 2021, the Company had repurchased 2,041,971 shares of its common

stock and a total of 2,958,029 of the authorized shares, remained available for repurchase as of March 31, 2022.

to note 8 for subsequent events.

On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company

purchased 192,750 shares of its common stock in a privately negotiated transaction at a price of $ 0.25 per share for an amount of approximately

At June 30, 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 June 30, 2022.

During the quarter ended

March 31, 2022, a) the Company incurred $ 20,000 of director fees payable in 68,966 shares of its common stock which were not issued as

of March 31, 2022, and b) 100,000 stock awards vested as of March 31, 2022.

As of March 31, 2022, there were 217,932 shares

of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to

them for services in 2021 and the first quarter of 2022.

The shares were issued on April 28, 2022.

The equity compensation awards were

issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”)

provided by Section 4(a)(2) of the 1933 Act.

June 30, 2022, a) the Company incurred $ 20,000 of director fees payable in 80,000 shares of its common stock to the independent directors

of the Company, in payment of quarterly directors’ fees due to them for services in the second quarter of 2022, which were not issued

as of June 30, 2022, and b) issued 217,932 shares of Company commons stock to the independent directors of the Company, in payment of

quarterly directors’ fees due to them for services in 2021 and the first quarter of 2022.

The equity compensation awards were issued

pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided

by Section 4(a)(2) of the 1933 Act.

Incentive stock plans and stock-based compensation

4 unchanged sentences

2022, all shares had vested and were issued.

The Company recorded

compensation expense of approximately $ 1,750 and $ 3,300 for each of the three months ended March 31, 2022 and 2021, respectively, related

to those stock awards.

There was no unrecognized compensation expense related to these unvested stock awards at March 31, 2022.

The Company recorded compensation expense of zero and approximately $ 3,500 for each of the three months ended June 30, 2022 and 2021, respectively, related to those stock awards.

recorded compensation expense of approximately $ 1,750 and $ 6,800 for each of the six months ended June 30, 2022 and 2021, respectively,

related to those stock awards.

There was no unrecognized compensation expense related to these unvested stock awards at June 30, 2022.

Common stock options

7 unchanged sentences

the securities laws.

As of March 31, 2022,

As of June 30, 2022,

all options were vested and there were no outstanding options under the 2007 NPDC Plan.

There were no grants, forfeitures or exercises

of options during the three months ended March 31, 2022.

Subsequent Events

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 .

of options during the three and six months ended June 30, 2022.

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-Q

Item 1. Financial Statements