Wright Investors Service Holdings, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Index to the Consolidated Financial Statements Financial Statements of Wright Investors’ Service Holdings, Inc. Page Report of Independent Registered Public Accounting Firm – (PCAOB ID: 274 ) 11 Consolidated Statements of Operations - Years ended December 31, 2022 and 2021 12 Consolidated Statement of Comprehensive Loss – Years ended December 31, 2022 and 2021 13 Consolidated Balance Sheets - December 31, 2022 and 2021 14 Consolidated Statements of Cash Flows - Years ended December 31, 2022 and 2021 15 Consolidated Statements of Changes in Stockholders’ Equity –Years ended December 31, 2022 and 2021 16 Notes to Consolidated Financial Statements 17 10 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Wright Investors' Service Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Wright Investors' Service Holdings, Inc. (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, comprehensive income, 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, 2022 and 2021, 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 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 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 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 Fort Lauderdale, Florida March 28, 202 3 11 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Years Ended December 31, 2022 2021 Expenses Compensation and benefits $ 460 $ 450 Other operating 768 719 Total operating expenses 1,228 1,169 Loss from operations ( 1,228 ) ( 1,169 ) Interest and other income, net 21 53 Loss from operations before income taxes ( 1,207 ) ( 1,116 ) Income tax expense - ( 2 ) Net loss $ ( 1,207 ) $ ( 1,118 ) Basic and diluted weighted average common shares outstanding 20,504,457 20,286,936 Basic and diluted loss per share $ ( 0.06 ) $ ( 0.06 ) See accompanying notes to consolidated financial statements. 12 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Years Ended December 31, 2022 2021 Net loss $ ( 1,207 ) $ ( 1,118 ) Unrealized gain on available for sale debt securities 32 - Comprehensive loss $ ( 1,175 ) $ ( 1,118 ) See accompanying notes to consolidated financial statements. 13 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 31, 2022 2021 Assets Current assets Cash and cash equivalents $ 90 $ 5,396 Investments in U.S. Treasury Bills 4,130 - Income tax receivable 73 73 Prepaid expenses and other current assets 100 46 Total current assets 4,393 5,515 Other assets 8 8 Total assets $ 4,401 $ 5,523 Liabilities and stockholders’ equity Current liabilities Accounts payable and accrued expenses 112 93 Total current liabilities 112 93 Total liabilities 112 93 Commitments and Contingencies – Note 9 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 December 31, 2022 and 2021, respectively; Outstanding 20,335,711 and 20,210,529 as of December 31, 2022 and 2021, respectively; 285,000 and 215,632 shares issuable as of December 31, 2022 and 2021, respectively. 213 210 Additional paid-in capital 34,395 34,316 Accumulated deficit ( 28,604 ) ( 27,397 ) Accumulated other comprehensive income 32 - Treasury stock, at cost ( 1,007,969 and 815,219 shares at December 31, 2022 and 2021, respectively) ( 1,747 ) ( 1,699 ) Total stockholders' equity 4,289 5,430 Total liabilities and stockholders’ equity $ 4,401 $ 5,523 See accompanying notes to consolidated financial statements. 14 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 2022 2021 Cash flows from operating activities Net loss $ ( 1,207 ) $ ( 1,118 ) Adjustments to reconcile net loss to net cash used in operating activities: Equity based compensation, including vesting of stock to directors 82 94 Gain on extinguishment of debt - ( 53 ) Changes in other operating items: Prepaid expenses and other current assets ( 54 ) ( 6 ) Accounts payable and accrued expenses 19 10 Net cash used in operating activities ( 1,160 ) ( 1,073 ) Cash flows from investing activities Purchase of U.S. Treasury Bills ( 4,098 ) - Net cash used in investing activities ( 4,098 ) - Cash flows from financing activities Purchase of Treasury Stock ( 48 ) - Net cash used in financing activities ( 48 ) - Net decrease in cash and cash equivalents ( 5,306 ) ( 1,073 ) Cash and cash equivalents at the beginning of the year 5,396 6,469 Cash and cash equivalents at the end of the year $ 90 $ 5,396 Supplemental disclosures of cash flow information Net cash paid during the year for Income taxes $ - $ 2 Unrealized gain on available for sale securities $ 32 $ - See accompanying notes to consolidated financial statements. 15 Table of Contents WRIGHT INVESTORS' SERVICE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021 (in thousands, except share data) Common stock shares (Issued) amount Additional paid – in Capital Accumulated deficit Accumulated Other Comprehensive Income Treasury stock at, cost Total Stock- holders’ equity Balance at December 31, 2020 20,654,996 $ 206 34,226 $ ( 26,279 ) - $ ( 1,699 ) $ 6,454 Net loss - - - ( 1,118 ) - - ( 1,118 ) Equity based compensation expense - - 14 - - - 14 Stock based compensation expense to directors 370,752 4 76 - - - 80 Balance at December 31, 2021 21,025,748 $ 210 $ 34,316 $ ( 27,397 ) - $ ( 1,699 ) $ 5,430 Net loss - - - ( 1,207 ) - - ( 1,207 ) Equity based compensation expense 100,000 1 1 - - - 2 Purchase of Treasury Stock - - - ( 48 ) ( 48 ) Other Comprehensive Income - - - - 32 - 32 Stock based compensation expense to directors 217,932 2 78 - - - 80 Balance at December 31, 2022 21,343,680 $ 213 $ 34,395 $ ( 28,604 ) $ 32 $ ( 1,747 ) $ 4,289 See accompanying notes to consolidated financial statements. 16 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 1. 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. 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, exclusive of government securities. As of December 31, 2022, the Company is not considered an inadvertent investment company. 2. 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. 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. 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. Cash equivalents, which are carried at fair value or amortized cost, as applicable, consist of holdings in a money market fund and in U.S. Treasury Bills. Cash and cash equivalents amounted to approximately $ 90,000 and $ 5,396,000 at December 31, 2022 and 2021, respectively. 17 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 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 December 31, 2022, and 2021, the Company held $ 4,130,000 and $ 5,250,000 in U.S. government 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 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 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, 2022 and 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 Consolidated Statement of Operations. The following table presents the Company’s financial instruments at fair value (in thousands): Fair Value Measurements as of December 31, 2022 Total 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 - Fair Value Measurements as of December 31, 2021 Total 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 - 18 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 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 All investments in debt securities are due in one year or less as of December 31, 2022. 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, Connecticut. The properties were fully impaired as of December 31, 2018. Per share data Loss per share for the year ended December 31, 2022 and 2021, respectively, is calculated based on 20,504,457 and 20,286,936 weighted average outstanding shares of common stock, including weighted average issuable shares of 182,905 and 276,043 at December 31, 2022 and 2021, respectively. Stock awards Unvested Stock awards for 33,334 shares of common stock for the year ended December 31, 2021 were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for that year. At December 31, 2022, all shares had vested and were issued. 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. 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. Income taxes 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, 2022 and 2021. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and investments. Investments in cash and money market funds are insured up to $ 250,000 per depositor, per insured bank. Investments in U.S. Treasury Bills are insured up to $ 500,000 . For the years ended December 31, 2022 and 2021, a substantial portion of the Company's investments in cash and U.S. Treasury Bills are in excess of these limits. 19 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 3. Certain 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 consolidated financial statements. 4. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following (in thousands): Year Ended December 31, 2022 2021 Accrued professional fees $ 55 $ 40 Other 57 53 Total $ 112 $ 93 5. Income taxes The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2022 2021 Current Federal $ - $ - State and local - 2 Total current - 2 Deferred Federal $ - $ - State and local - - Total deferred $ - $ - Total income tax expense $ - $ 2 For the year ended December 31, 2021, current income tax expense related to operations represents accruals of minimum state income taxes. 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, 2022 2021 Federal income tax rate ( 21.0 )% ( 21.0 )% State income tax (net of federal effect) ( 0.6 ) ( 5.0 ) Change in valuation allowance 3.1 26.4 Deferred tax adjustment 17.0 - Non-deductible expenses / (non-taxable income) 1.5 ( 0.2 ) Effective tax rate - % 0.2 % 20 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 The deferred tax assets and liabilities are summarized as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 5,030 $ 4,770 Capital loss carryforwards 620 703 Equity-based compensation 16 157 Unrealized loss on investments 89 98 Other 2 - Gross deferred tax assets 5,757 5,728 Less: valuation allowance ( 5,757 ) ( 5,728 ) Deferred tax assets after valuation allowance - - 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 increased by approximately $ 29,000 and $ 294,000 respectively, during the years ended December 31, 2022 and 2021. The increases in the valuation allowance during the years ended December 31, 2022 and 2021 were mainly due to increases in the net operating loss carryforward and other deferred tax assets. The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2022, the Company has a federal net operating loss carryforward of approximately $ 22,395,000 , of which $ 15,177,000 expires from 2031 through 2037 , and $ 7,218,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $ 6,239,000 , which expire between 2025 and 2043 , and a capital loss carryforward of approximately $ 2,371,000 , which expires in 2023. 6. Loan Payable 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. 7. 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 the year ended December 31, 2021. At December 31, 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 December 31, 2022. At December 31, 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 at December 31, 2021. During the year ended December 31, 2022, the Company issued 217,932 shares of Company common stock to directors, 100,000 stock awards vested and were issued and there were 285,000 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 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. 21 Table of Contents WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. Notes to Consolidated Financial Statements December 31, 2022 8. 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 December 31, 2022, all shares had vested and were issued. The Company recorded compensation expense of approximately $ 1,750 and $ 13,800 for the years ended December 31, 2022 and 2021, respectively, related to those stock awards. 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, 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 year of 2022. 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 2021, 100,000 options with a weighted average exercise price of $ 1.29 , a weighted average contractual term of 1 year, and zero aggregate intrinsic value per share had expired. Capital Stock The Company’s Director Compensation Program (the “Compensation Program”) provided for payment to Directors who are not employees of the Company of (i) annual stock compensation for serving as a member of the Board or committee of the Board, and (ii) cash compensation for attendance in person or by telephone of meetings of the Board or committee of the Board. During the year ended December 31, 2022, the Company incurred $ 80,000 of director fees payable in 353,966 shares of its common stock, of which 68,966 were issued and 285,000 are issuable as of December 31, 2022. As of December 31, 2022, there were 285,000 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 2022. 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 for (i) the termination of the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board and (ii) the termination of the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board as long as the Company remains a Shell Company. 9. Commitments, Contingencies, and Other 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. 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. 22 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.