What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-13 · 103 added, 140 removed, 136 unchanged (64% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

September 30,

Current assets

Cash and cash equivalents

Investments in U.S.

Treasury Bills

Prepaid expenses and other current assets

Income tax receivable

Total current assets

7 unchanged sentences

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

Issued 21,628,680 and 21,343,680 as of September 30, 2023 and December 31, 2022, respectively;

Outstanding 20,620,711 and 20,335,711 at September 30, 2023 and December 31, 2022, respectively;

0 and 285,000 shares issuable as of September 30, 2023 and December 31, 2022, respectively

Issued 21,628,680 as of March 31, 2024 and December 31, 2023;

Outstanding 20,620,711 as of March 31, 2024 and December 31, 2023.

Additional paid-in capital

1 unchanged sentence

Accumulated other comprehensive income

Treasury stock, at cost ( 1,007,969 shares at September 30, 2023 and December 31, 2022)

Treasury stock, at cost ( 1,007,969 shares at March 31, 2024 and December 31, 2023)

Total stockholders' equity

5 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Compensation and benefits

Other operating

Total operating expenses

Loss from operations

Interest and other income, net

Loss from operations before income taxes

Basic and diluted weighted average common shares outstanding

Loss from operations

Basic and diluted weighted average common

shares outstanding

Basic and diluted loss per share

4 unchanged sentences

(in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Unrealized (loss) gain on available for sale securities

5 unchanged sentences

IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

THREE MONTHS ENDED MARCH 31, 2024 and 2023

(in thousands, except per share data)

2 unchanged sentences

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

Balance at December 31, 2023

Stock based compensation expense to directors

Other comprehensive income

Balance at March 31, 2024

Other Comprehensive Income

Balance at June 30, 2023

Other Comprehensive Loss

Balance at September 30, 2023

See accompanying notes to condensed consolidated

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

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

Realized gain on investments

Changes in other operating items:

Income tax receivable

Prepaid expenses and other current assets

2 unchanged sentences

Cash flows from investing activities

Proceeds from redemptions (purchases) of U.S.

Treasury Bills

Net cash provided by (used in) investing activities

Cash flows from financing activities

Purchase of Treasury Stock

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Proceeds from redemptions and sale of investments

Purchase of investments

Net cash provided by investing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the period

1 unchanged sentence

Supplemental disclosures of cash flow information

Cash refunded during the period for income taxes

Unrealized gain on available for sale securities

Unrealized (loss) gain on available for sale securities

See accompanying notes to condensed consolidated

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

Three months ended September 30, 2023 and 2022

Three months ended March 31, 2024 and 2023

Basis of presentation and description of activities

1 unchanged sentence

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, 2022 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, 2022 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.

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, 2023 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, 2023 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 2024 interim period are not necessarily indicative

9 unchanged sentences

engaged in those activities.

intends to evaluate and explore all available strategic options.

The Company will continue to work to maximize stockholder value.

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.

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

Treasury Bills .

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 Investment in U.S.

Treasury Bills) consistent with the preservation of principal, maintenance of liquidity and avoidance

of speculation.

Company intends to evaluate and explore all available strategic options.

The Company will continue to work to maximize stockholder

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 and investments in U.S.

Treasury Bills and mutual funds .

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 Investment in U.S.

Treasury Bills and

mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s

total assets (exclusive of government securities).

As of September 30, 2023, the Company is not considered an inadvertent investment company.

As of March 31, 2024, the Company is not considered an inadvertent investment company.

Per share data

Loss per share for the three months ended September

30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,495,711 weighted average outstanding shares of common stock,

including weighted average issuable shares of 160,000 at September 30, 2022.

Loss per share for the nine months ended September

30, 2023 and 2022, respectively, is calculated based on 20,620,711 and 20,469,581 weighted average outstanding shares of common stock,

including weighted average 152,276 shares which are issuable at September 30, 2022.

Loss per share for the three months ended March

31, 2024 and 2023 is calculated based on 20,620,711 weighted average outstanding shares of common stock.

Investment valuation

6 unchanged sentences

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.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

Unobservable inputs.

Unobservable inputs reflect the assumptions that the Company develops based on available information about what

market participants would use in valuing the asset or liability.

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.

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

2 unchanged sentences

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

of September 30, 2023 and December 31, 2022, the Company held $ 3,384,000 and

$ 4,130,000 , respectively, in U.S.

government debt 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 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 September 30, 2023 and December 31, 2022.

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

As of March 31, 2024, the

Company held investments in U.S.

government debt securities of $ 2,422,000 which are included in cash and cash equivalents.

December 31, 2023, the Company held investments in U.S.

government debt securities of $ 2,409,000 .

As of March 31, 2024 and December

31, 2023, the Company held investments in equity securities which consist of mutual funds of $ 550,000 and $ 735,000 ,

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 Condensed Consolidated Balance Sheets as of March 31, 2024

and December 31, 2023.

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.

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

Credit losses related

to available-for-sale debt securities are recorded through an allowance for credit losses rather than as a reduction in the amortized

cost basis of the securities.

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.

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 in Interest and other income, net, on 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, 2023

as of March 31, 2024

Quoted Prices

Investments in U.S.

Treasury bills

Investments in Mutual Funds

Fair Value Measurements

3 unchanged sentences

Treasury bills

in debt securities as of September 30, 2023 are summarized by type below (in thousands).

Investments in Mutual Funds

Investments in equity securities as of March

31, 2024 are summarized by type below (in thousands).

Investments in

debt and equity securities as of December 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 September 30, 2023.

in debt securities are due in one year or less as of March 31, 2024.

in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale

securities for the nine-month ended September 30, 2023 is as follows:

securities for the three-month ended March 31, 2024 is as follows:

Balance at December 31, 2023

Amounts reclassified from accumulated other

Comprehensive income to interest income and

Amounts reclassified from accumulated other Comprehensive income to interest income and other income

Net current-period other comprehensive income

Balance at September 30, 2023

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

Treasury bills

Balance at March 31, 2024

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.

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

1 unchanged sentence

economic market conditions, and financial condition of the issuer.

As of September 30, 2023, the Company has not recognized an allowance

As of March 31, 2024, 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, 2023 and 2022, due to a full valuation

benefit has been recorded in relation to the pre-tax loss for the three months ended March 31, 2024 and 2023, due to a full valuation

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

5 unchanged sentences

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 three and nine months ended September

30, 2023 and 2022.

At September 30, 2023 and 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, 2023.

At March 31, 2024 and 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, 2024.

On March 9, 2023, there were 285,000 shares

1 unchanged sentence

for services in 2022, which were classified as issuable at December 31, 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 shares were issued on March

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 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.

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

2 unchanged sentences

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.

30, 2023, all shares had vested and were issued.

There was no compensation expense recorded for

the three months ended September 30, 2023 and 2022, respectively, related to stock awards.

The Company recorded compensation expense of

zero and approximately $ 1,750 for each of the nine months ended September 30, 2023 and 2022, respectively, related to those stock awards.

There was no unrecognized compensation expense related to these unvested stock awards at September 30, 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