What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-27 compared with 2023-03-28 · 184 added, 184 removed, 284 unchanged (56% of the section changed)

5 unchanged sentences

Report of Independent Registered Public Accounting Firm – (PCAOB ID:

Consolidated Statements of Operations - Years ended December 31, 2022 and 2021

Consolidated Statement of Comprehensive Loss – Years ended December 31, 2022 and 2021 13

Consolidated Balance Sheets - December 31, 2023 and 2022

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

Consolidated Statements of Operations - Years ended December 31,

2023 and 2022

Consolidated Statements of Comprehensive Loss – Years ended December 31, 2023 and 2022 14

Consolidated Statements of Changes in Stockholders’ Equity –

Years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows - Years ended December

31, 2023 and 2022 16

Notes to Consolidated Financial Statements 17

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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

and Subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related

consolidated statements of operations, comprehensive loss, 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”).

1 unchanged sentence

statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022,

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

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.

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We determined that there are no critical audit matters.

/s/ EisnerAmper LLP

We have served as the Company’s auditor

1 unchanged sentence

Fort Lauderdale, Florida

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Years Ended December 31,

Compensation and benefits

Other operating

Total operating expenses

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 consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Years Ended December 31,

Unrealized gain on available for sale debt securities

Comprehensive loss

See accompanying notes to consolidated financial

March 27, 2024

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

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Cash and cash equivalents

Investments in U.S.

Treasury Bills

Income tax receivable

Prepaid expenses and other current assets

Income tax receivable

Total current assets

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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 21,343,680 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;

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 21,628,680 and 21,343,680 as of December 31, 2023 and 2022,

respectively;

Outstanding 20,620,711 and 20,335,711 as of December 31, 2023 and 2022,

respectively;

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

2 unchanged sentences

Accumulated other comprehensive income

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

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

Total stockholders' equity

2 unchanged sentences

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

Years Ended December 31,

Compensation and benefits

Other operating

Total operating expenses

Loss from operations

Interest and other income, net

Loss from operations

Basic and diluted weighted average common shares outstanding

Basic and diluted loss per share

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Years Ended December 31,

Unrealized gain on available for sale securities

Comprehensive loss

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

YEARS ENDED DECEMBER 31, 2023 AND 2022

(in thousands, except per share data)

Common stock (Issued)

Comprehensive

Balance at December 31, 2021

Equity based compensation expense

Purchase of treasury stock

Other comprehensive income

Stock based compensation expense to directors

Balance at December 31, 2022

Other comprehensive income

Issuance of shares payable to directors

Balance at December 31, 2023

See accompanying notes to consolidated financial

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

Cash flows from operating activities

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Equity based compensation, including vesting of stock to directors

Gain on extinguishment of debt

Realized gain on investments

Changes in other operating items:

Income tax receivable

Prepaid expenses and other current assets

1 unchanged sentence

Net cash used in operating activities

Cash flows from investing

Purchase of U.S.

Treasury Bills

Net cash used in investing activities

flows from financing activities

Purchase of Treasury Stock

Cash flows from investing activities

Proceeds from redemptions of investments

Purchase of investments

Net cash provided by (used in) investing activities

Cash flows from financing activities

Purchases of treasury stock

Net cash used in financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

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Supplemental disclosures of cash flow information

Net cash paid during the year for Income taxes

Cash refunded during the year for income taxes

Unrealized gain on available for sale securities

1 unchanged sentence

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

YEARS ENDED DECEMBER 31, 2022 AND 2021

(in thousands, except share data)

Comprehensive

at December 31, 2020

Equity based compensation expense

Stock based compensation

expense to directors

Balance at December

Equity based compensation expense

Purchase of Treasury Stock

Other Comprehensive Income

Stock based compensation

expense to directors

Balance at December

See accompanying notes to consolidated financial

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

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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.

Treasury Bills, and mutual funds, 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

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or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth.

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.

directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents, and investments.

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 and investments in U.S.

Treasury Bills and mutual funds)

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.

government securities, and cash and certain cash equivalents).

As of December 31, 2023, the Company is not considered an inadvertent investment

Summary of significant accounting policies

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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).

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:

The Company’s investments

in marketable securities consist of investments in debt securities which are U.S.

Treasury bills, and equity securities which are mutual

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:

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

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As of December 31,

2022, and 2021, the Company held $ 4,130,000 and $ 5,250,000 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.

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

2023 and 2022, the Company held $ 2,409,000 and $ 4,130,000 , respectively, in U.S.

government debt securities, and $ 735 ,000 and $ 0 in equity

securities which are mutual funds, respectively.

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 and mutual 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.

Mutual funds are categorized in Level 1 of the fair value hierarchy, depending on

the unadjusted quoted prices in active markets for identical assets.

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 consolidated balance sheets as of December 31, 2023 and 2022.

Short-term investments in marketable

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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

For debt securities, unrealized gains and losses are recorded net of tax as a component 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 Consolidated Statement of Operations.

The Company follows the guidance

in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with

unrealized and realized gains and losses recorded as Interest and other income, net, on the Consolidated Statement of Operations.

The following table presents the

Company’s financial instruments at fair value (in thousands):

Company’s financial instruments measured at fair value on a recurring basis (in thousands):

Fair Value Measurements

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Treasury bills

Investments in Mutual Funds

Fair Value Measurements

2 unchanged sentences

Identical Assets

Treasury bills included in cash and cash equivalents

Treasury bills

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

1 unchanged sentence

December 31, 2023

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

Treasury bills

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

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

were no amounts reclassified from accumulated other comprehensive income to interest income and other income for the year ended December

Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on

available-for-sale debt securities for the year ended December 31, 2023 is as follows:

Balance at December 31, 2022

Amounts reclassified from accumulated other

Comprehensive income to interest income and

Net current-period other comprehensive income

Balance at December 31, 2023

were no unrealized or realized gain (loss) for equity securities for the year ended December 31, 2023.

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 December 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.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2023

Investment in undeveloped land

5 unchanged sentences

31, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,504,457 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.

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.

common stock, including weighted average issuable shares of 182,905 at December, 31 2022.

Stock-based compensation

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Treasury Bills are insured up to $ 500,000 .

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.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

Certain New Accounting guidance not yet adopted

years ended December 31, 2023 and 2022, a substantial portion of the Company’s investments in cash, U.S.

Treasury Bills, and mutual

funds are in excess of these limits.

New accounting standards

In June 2016, the Financial Accounting Standards

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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 adopted the standard on January 1, 2023 with no impact

on its consolidated financial statements.

Accounts payable and accrued expenses

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Accrued professional fees

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

(in thousands):

Year Ended December 31,

State and local

Total current

State and local

Total deferred

Total income tax expense

For the year ended December 31, 2021, current income tax expense

related to operations represents accruals of minimum state income taxes.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2023

For the years ended December

31, 2023 and 2022, the Company recorded no income tax expense.

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:

the benefit for income taxes computed at the statutory rate and the reported amount of tax benefit from operations is as follows:

Year ended December 31,

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Effective tax rate

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Consolidated Financial Statements

December 31, 2022

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

10 unchanged sentences

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 valuation allowance decreased

by approximately $ 366,000 and had increased by approximately $ 29,000 during the years ended December 31, 2023 and 2022, respectively.

The decrease in the valuation allowance during the year ended December 31, 2023 was mainly attributable to decreases in the gross deferred

tax asset related to the expiration of a capital loss carryforward, net of increases in the net operating loss carryforward.

in the valuation allowance during the year ended December 31, 2022 was mainly due to increases in the net operating loss carryforward

and other deferred tax assets.

The Company files a consolidated

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also has various state and local net operating loss carryforwards totaling approximately $ 7,298,000 , which expire between 2025 and 2044 .

and a capital loss carryforward of approximately $ 2,371,000 , which expires in 2023.

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.

The Company’s capital loss carryforward of approximately $ 2,371,000 expired during 2023.

Capital Stock

9 unchanged sentences

Company did not repurchase any common stock during the year ended December 31, 2023.

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,

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.

At December 31, 2023 and 2022, the Company had repurchased

an aggregate of 2,234,721 shares of its common stock and a total of 2,765,279 remained available for repurchase at December 31, 2023 and

On March 9, 2023, there

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

fees due to them for services in 2022, which were classified as issuable at December 31, 2022.

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

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.

1 unchanged sentence

December 31, 2023

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 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

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

8 unchanged sentences

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

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.

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.

As of December 31, 2023 and 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 2023.

Capital Stock

5 unchanged sentences

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.

were issuable as of December 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.

Commitments, Contingencies, and Other

4 unchanged sentences

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.

dams, Acme Pond Dam and Killingly Pond Dam, in which the Company and its subsidiaries have certain ownership interests.

Both matters have

5 unchanged sentences

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