What changed in this filing

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Item 1. Financial Statements

2023-05-12 compared with 2022-11-14 · 131 added, 149 removed, 131 unchanged (68% of the section changed)

1 unchanged sentence

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Compensation and benefits

Other operating

Loss from operations

Interest and other income, net

Loss from operations before income taxes

Income tax expense

Basic and diluted weighted average common shares outstanding

Basic and diluted loss per share

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Unrealized gain on available for sale securities

Comprehensive loss

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

September 30,

Current assets

Cash and cash equivalents

Income tax receivable

Prepaid expenses and other current assets

Investments in U.S.

Treasury Bills

Income tax receivable

Prepaid expenses and other current assets

Total current assets

7 unchanged sentences

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

Issued 21,628,680 and 21,343,680 as of March 31, 2023 and December 31, 2022, respectively;

Outstanding 20,620,711 and 20,335,711 at March 31, 2023 and December 31, 2022, respectively;

0 and 285,000 shares issuable as of March 31, 2023 and December 31, 2022, respectively

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive income

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

Treasury stock, at cost ( 1,007,969 shares at March 31, 2023 and December 31, 2022)

Total stockholders' equity

3 unchanged sentences

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Three Months Ended March 31,

Compensation and benefits

Other operating

Loss from operations

Interest and other income, net

Loss from operations before income taxes

Basic and diluted weighted average common shares outstanding

Basic and diluted loss per share

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE

(in thousands)

Nine Months Ended

September 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Equity based compensation, including vesting of stock to directors

Gain on extinguishment of debt

Changes in other operating items:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Purchases of U.S.

Treasury Bills

Net cash used in investing activities

Cash flows from financing activities

Purchase of Treasury Stock

Net cash used in financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Supplemental disclosures of cash flow information

Net cash paid during the period for income taxes

Three Months Ended March 31,

Unrealized gain on available for sale securities

Comprehensive loss

See accompanying notes to condensed consolidated

3 unchanged sentences

IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED September 30, 2022

THREE MONTHS ENDED March 31, 2023 and 2022

(in thousands, except per share data)

Common stock (Issued)

Comprehensive

Stock-holders’

Balance at December 31, 2021

2 unchanged sentences

Balance at March 31, 2022

Equity based compensation expense

Stock based compensation expense to directors

Balance at June 30, 2021

Equity based compensation expense

Stock based compensation expense to directors

Balance at September 30, 2021

Balance at December 31, 2022

Equity based compensation expense

Stock based compensation expense to directors

Balance at March 31, 2022

Purchase of Treasury Stock

Stock based compensation expense to directors

Balance at June 30, 2022

Other comprehensive income

Stock based compensation expense to directors

Balance at September 30, 2022

Balance at March 31, 2023

See accompanying notes to condensed consolidated

1 unchanged sentence

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Three Months Ended

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Equity based compensation, including vesting of stock to directors

Changes in other operating items:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Proceeds from redemptions of U.S.

Treasury Bills

Net cash provided by investing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Supplemental disclosures of cash flow information

Unrealized gain on available for sale securities

See accompanying notes to condensed consolidated

financial statements.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three months ended September 30, 2022 and 2021

Three months ended March 31, 2023 and 2022

Basis of presentation and description of activities

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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.

(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 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

8 unchanged sentences

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.

(such as cash and cash equivalents and Investment in U.S.

Treasury Bills) consistent with the preservation of principal, maintenance of

liquidity and avoidance of speculation.

The Company may be classified as an inadvertent

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

As of September 30, 2022, the Company

is not considered an inadvertent investment company.

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

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

investment company if the Company acquires investment securities in excess of 40% of the Company’s total assets (exclusive of government

As of March 31, 2023, the Company is not considered an inadvertent investment company.

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.

Loss per share for the nine months ended September

Loss per share for the three months ended March

31, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,490,385 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.

including weighted average issuable shares of 200,690 at March 31, 2022.

Investment valuation

4 unchanged sentences

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.

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

1 unchanged sentence

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

5 unchanged sentences

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

of September 30, 2022 and December 31, 2021, the Company held $ 2,421,000 and $ 5,250,000 in U.S.

of March 31, 2023 and December 31, 2022, the Company held $ 3,871,000 and $ 4,130,000 , respectively, in U.S.

government debt securities.

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 debt securities are categorized in

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

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.

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

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.

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 March 31, 2023 and December 31, 2022.

investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date.

2 unchanged sentences

Unrealized gains and losses would be recorded net of tax as a component

of Accumulated other comprehensive income within Shareholders' equity.

of Accumulated other comprehensive income within stockholders' equity.

Declines in market value from the original cost deemed to be "other-than-temporary"

are charged to Interest and other income, net, in the period in which the loss occurs.

The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of

whether a decline in value has been “other than temporary.” Realized gains and losses are calculated based on the specific

identification method and are included in Interest and other income, net, in the Condensed

Consolidated Statement of Operations.

The 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.

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

Value Measurements

as of September 30, 2022

Fair Value Measurements

as of March 31, 2023

Quoted Prices

1 unchanged sentence

Treasury bills

Value Measurements

Fair Value Measurements

as of December 31, 2022

Quoted Prices

Treasury bills included in cash and cash equivalents

in debt securities as of September 30, 2022 are summarized by type below (in thousands).

Investments in U.S.

Treasury bills

in debt securities as of March 31, 2023 are summarized by type below (in thousands).

Treasury bills

All investments

in debt securities are due in one year or less as of March 31, 2023.

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

Treasury bills

The Company may be exposed to credit losses through its available-for-sale investments.

An available-for-sale

security is impaired when its fair value declines below its amortized cost basis.

Unrealized losses resulting from the amortized cost

basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses.

When evaluating

the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical

losses, current and future economic market conditions, and financial condition of the issuer.

As of March 31, 2023, the Company has

not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified

any unrealized losses for these investments attributable to credit factors.

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.

has been recorded in relation to the pre-tax loss for the three months ended March 31, 2023 and 2022, due to a full valuation allowance

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

Capital Stock

3 unchanged sentences

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

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.

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.

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 .

Company did not repurchase any common stock during the quarter ended March 31, 2023 and 2022.

At March 31, 2023, 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 March 31, 2023.

At March 31, 2022, 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 March 31, 2022.

On March 9, 2023, there

were 285,000 shares of Company common stock issued to the independent directors of the Company, in payment of quarterly directors’

fees due to them for services in 2022, which were classified as issuable at December 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.

March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide

that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for

Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation

for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

Incentive stock plans and stock-based compensation

4 unchanged sentences

2023, 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.

The Company recorded

compensation expense of $ 0 and approximately $ 1,750 for each of the three months ended March 31, 2023 and 2022, respectively, related

to those stock awards.

There was no unrecognized compensation expense related to these unvested stock awards at March 31, 2023.

Common stock options

7 unchanged sentences

the securities laws.

As of September 30, 2022,

As of March 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 three and nine months ended September 30, 2022.

of options during the three months ended March 31, 2022 or 2023.

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