Wright Investors Service Holdings, Inc. 10-Q

Item 1. Financial Statements. 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, 2022 2021 2022 2021 Expenses Compensation and benefits $ 110 $ 111 $ 340 $ 335 Other operating 167 187 579 558 277 298 919 893 Loss from operations ( 277 ) ( 298 ) ( 919 ) ( 893 ) Interest and other income, net 15 - 18 53 Loss from operations before income taxes ( 262 ) ( 298 ) ( 901 ) ( 840 ) Income tax expense - ( 1 ) - ( 2 ) Net loss $ ( 262 ) $ ( 299 ) $ ( 901 ) $ ( 842 ) Basic and diluted weighted average common shares outstanding 20,495,711 20,357,195 20,469,581 20,245,169 Basic and diluted loss per share $ ( 0.01 ) $ ( 0.01 ) $ ( 0.04 ) $ ( 0.04 ) See accompanying notes to condensed consolidated financial statements. 1 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (in thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net loss $ ( 262 ) $ ( 299 ) $ ( 901 ) $ ( 842 ) Unrealized gain on available for sale securities 4 - 4 - Comprehensive loss $ ( 258 ) $ ( 299 ) $ ( 897 ) $ ( 842 ) See accompanying notes to condensed consolidated financial statements. 2 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) September 30, December 31, 2022 2021 (unaudited) Assets Current assets Cash and cash equivalents $ 2,068 $ 5,396 Income tax receivable 73 73 Prepaid expenses and other current assets 34 46 Investments in U.S. Treasury Bills 2,421 - Total current assets 4,596 5,515 Other assets 8 8 Total assets $ 4,604 $ 5,523 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses $ 57 $ 93 Total current liabilities 57 93 Total liabilities $ 57 $ 93 Stockholders’ equity Preferred stock, par value $ 0.01 per share, authorized 10,000,000 shares; none issued - - Common stock, par value $ 0.01 per share, authorized 30,000,000 shares; Issued 21,343,680 and 21,025,748 as of September 30, 2022 and December 31, 2021, respectively; Outstanding 20,335,711 and 20,210,529 at September 30, 2022 and December 31, 2021, respectively, and 160,000 and 215,632 shares issuable as of September 30, 2022 and December 31, 2021, respectively 213 210 Additional paid-in capital 34,375 34,316 Accumulated deficit ( 28,298 ) ( 27,397 ) Accumulated other comprehensive income 4 - Treasury stock, at cost ( 1,007,969 shares at September 30, 2022 and 815,219 at December 31, 2021) ( 1,747 ) ( 1,699 ) Total stockholders' equity 4,547 5,430 Total liabilities and stockholders’ equity $ 4,604 $ 5,523 See accompanying notes to condensed consolidated financial statements. 3 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2022 2021 Cash flows from operating activities Net loss $ ( 901 ) $ ( 842 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity based compensation, including vesting of stock to directors 62 70 Gain on extinguishment of debt - ( 53 ) Changes in other operating items: Prepaid expenses and other current assets 12 ( 2 ) Accounts payable and accrued expenses ( 36 ) ( 8 ) Net cash used in operating activities ( 863 ) ( 835 ) Cash flows from investing activities Purchases of U.S. Treasury Bills ( 2,417 ) - Net cash used in investing activities ( 2,417 ) - Cash flows from financing activities Purchase of Treasury Stock ( 48 ) - Net cash used in financing activities ( 48 ) - Net decrease in cash and cash equivalents ( 3,328 ) ( 835 ) Cash and cash equivalents at the beginning of the period 5,396 6,469 Cash and cash equivalents at the end of the period $ 2,068 $ 5,634 Supplemental disclosures of cash flow information Net cash paid during the period for income taxes $ - $ 3 Unrealized gain on available for sale securities $ 4 $ - See accompanying notes to condensed consolidated financial statements. 4 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY THREE AND NINE MONTHS ENDED September 30, 2022 and 2021 (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, 2020 20,654,996 $ 206 $ 34,226 $ ( 26,279 ) $ - $ ( 1,699 ) $ 6,454 Net loss - - - ( 249 ) - - ( 249 ) Equity based compensation expense - - 3 - - - 3 Stock based compensation expense to directors - - 20 - - 20 Balance at March 31, 2021 20,654,996 $ 206 $ 34,249 $ ( 26,528 ) $ - $ ( 1,699 ) $ 6,228 Net loss - - - ( 294 ) - - ( 294 ) Equity based compensation expense - - 4 - - - 4 Stock based compensation expense to directors - - 20 - - - 20 Balance at June 30, 2021 20,654,996 $ 206 $ 34,273 $ ( 26,822 ) $ - $ ( 1,699 ) $ 5,958 Net loss - - - ( 299 ) - - ( 299 ) Equity based compensation expense - - 3 - - - 3 Stock based compensation expense to directors 370,752 4 16 - - - 20 Balance at September 30, 2021 21,025,748 $ 210 $ 34,292 $ ( 27,121 ) $ - $ ( 1,699 ) $ 5,682 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 See accompanying notes to condensed consolidated financial statements. 5 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Condensed Consolidated Financial Statements Three months ended September 30, 2022 and 2021 (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, 2021 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2022 interim period are not necessarily indicative of results to be expected for the entire year. Description of activities Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities. The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation. The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of September 30, 2022, the Company is not considered an inadvertent investment company. 2. New accounting guidance not yet adopted In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements. 3. Per share data Loss per share for the three months ended September 30, 2022 and 2021, respectively, is calculated based on 20,495,711 and 20,357,195 weighted average outstanding shares of common stock, including weighted average issuable shares of 160,000 and 146,666 at September 30, 2022 and 2021, respectively. 6 Table of Contents Loss per share for the nine months ended September 30, 2022 and 2021, respectively, is calculated based on 20,469,581 and 20,245,169 weighted average outstanding shares of common stock, including weighted average 152,276 and 294,166 shares which are issuable at September 30, 2022 and 2021, respectively. 4. Investment valuation The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities. As of September 30, 2022 and December 31, 2021, the Company held $ 2,421,000 and $ 5,250,000 in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase , are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. 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 Shareholders' 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. 7 Table of Contents The following table presents the Company’s financial instruments at fair value (in thousands): Fair Value Measurements as of September 30, 2022 9/30/2022 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 $ 2,421 $ - $ 2,421 $ - Fair Value Measurements as of December 31, 2021 12/31/2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) U.S. Treasury bills included in cash and cash equivalents $ 5,250 $ - $ 5,250 $ - Investments in debt securities as of September 30, 2022 are summarized by type below (in thousands). Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. Treasury bills $ 2,417 $ 4 $ - $ 2,421 Total $ 2,417 $ 4 $ - $ 2,421 5. Income taxes No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 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. 6. Capital Stock The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock. The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. 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 . At September 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 September 30, 2022. 8 Table of Contents During the quarter ended September 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 third quarter of 2022, which were not issued as of September 30, 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 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. 7. Incentive stock plans and stock-based compensation Stock awards On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $ 0.42 of the Company’s common stock on February 13, 2019. At September 30, 2022, all shares had vested and were issued. The Company recorded compensation expense of zero and approximately $ 3,000 for each of the three months ended September 30, 2022 and 2021, respectively, related to those stock awards. The Company recorded compensation expense of approximately $ 1,750 and $ 10,300 for each of the nine months ended September 30, 2022 and 2021, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at September 30, 2022. Common stock options The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws. As of September 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 and nine months ended September 30, 2022. 9 Table of Contents