Wright Investors Service Holdings, Inc. - Quarter Report: 2023 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2023 | |
| or | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _____ to _____ | |
Commission File Number: 000-50587
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 13-4005439 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 118 North Bedford Road, Ste. 100, Mount Kisco, NY | 10549 |
| (Address of principal executive offices) | (Zip code) |
| (914) 242-5700 |
| (Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | IWSH |
As of November 10, 2023, there were 20,620,711 shares of the registrant’s common stock, $0.01 par value, outstanding.
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| September 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 178 | $ | 90 | ||||
| Investments in U.S. Treasury Bills | 3,384 | 4,130 | ||||||
| Prepaid expenses and other current assets | 30 | 100 | ||||||
| Income tax receivable | 73 | |||||||
| Total current assets | 3,592 | 4,393 | ||||||
| Other assets | 8 | 8 | ||||||
| Total assets | $ | 3,600 | $ | 4,401 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 78 | $ | 112 | ||||
| Total current liabilities | 78 | 112 | ||||||
Total liabilities | $ | 78 | $ | 112 | ||||
Stockholders’ equity | ||||||||
| Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; issued | ||||||||
| 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 | 216 | 213 | ||||||
| Additional paid-in capital | 34,392 | 34,395 | ||||||
| Accumulated deficit | (29,397 | ) | (28,604 | ) | ||||
| Accumulated other comprehensive income | 58 | 32 | ||||||
| Treasury stock, at cost (1,007,969 shares at September 30, 2023 and December 31, 2022) | (1,747 | ) | (1,747 | ) | ||||
| Total stockholders' equity | 3,522 | 4,289 | ||||||
| Total liabilities and stockholders’ equity | $ | 3,600 | $ | 4,401 | ||||
See accompanying notes to condensed consolidated financial statements.
| 1 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Expenses | ||||||||||||||||
| Compensation and benefits | $ | 108 | $ | 110 | $ | 339 | $ | 340 | ||||||||
| Other operating | 165 | 167 | 559 | 579 | ||||||||||||
| 273 | 277 | 898 | 919 | |||||||||||||
| Loss from operations | (273 | ) | (277 | ) | (898 | ) | (919 | ) | ||||||||
| Interest and other income, net | 76 | 15 | 105 | 18 | ||||||||||||
| Loss from operations before income taxes | (197 | ) | (262 | ) | (793 | ) | (901 | ) | ||||||||
| Net loss | $ | (197 | ) | $ | (262 | ) | $ | (793 | ) | $ | (901 | ) | ||||
| 20,620,711 | 20,495,711 | 20,620,711 | 20,469,581 | |||||||||||||
| $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.04 | ) | |||||
See accompanying notes to condensed consolidated financial statements.
| 2 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net loss | $ | (197 | ) | $ | (262 | ) | $ | (793 | ) | $ | (901 | ) | ||||
| Unrealized (loss) gain on available for sale securities | (31 | ) | 4 | 26 | 4 | |||||||||||
| Comprehensive loss | $ | (228 | ) | $ | (258 | ) | $ | (767 | ) | $ | (897 | ) | ||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022
(UNAUDITED)
(in thousands, except per share data)
| Accumulated | Total | |||||||||||||||||||||||||||
| Additional | other | Treasury | stock- | |||||||||||||||||||||||||
| Common stock (Issued) | paid -in | Accumulated | comprehensive | stock, at | Holders | |||||||||||||||||||||||
| shares | amount | capital | deficit | income | cost | Equity | ||||||||||||||||||||||
| Balance at December 31, 2021 | 21,025,748 | $ | 210 | $ | 34,316 | $ | (27,397 | ) | $ | $ | (1,699 | ) | $ | 5,430 | ||||||||||||||
| Net loss | - | (314 | ) | (314 | ) | |||||||||||||||||||||||
| Equity based compensation expense | 100,000 | 1 | 1 | 2 | ||||||||||||||||||||||||
| Stock based compensation expense to directors | - | 20 | 20 | |||||||||||||||||||||||||
| Balance at March 31, 2022 | 21,125,748 | $ | 211 | $ | 34,337 | $ | (27,711 | ) | $ | $ | (1,699 | ) | $ | 5,138 | ||||||||||||||
| Net loss | - | (325 | ) | (325 | ) | |||||||||||||||||||||||
| Purchase of Treasury Stock | - | (48 | ) | (48 | ) | |||||||||||||||||||||||
| Stock based compensation expense to directors | 217,932 | 2 | 18 | 20 | ||||||||||||||||||||||||
| Balance at June 30, 2022 | 21,343,680 | $ | 213 | $ | 34,355 | $ | (28,036 | ) | $ | - | $ | (1,747 | ) | $ | 4,785 | |||||||||||||
| Net loss | - | (262 | ) | (262 | ) | |||||||||||||||||||||||
| Other Comprehensive Income | - | 4 | 4 | |||||||||||||||||||||||||
| Stock based compensation expense to directors | - | 20 | 20 | |||||||||||||||||||||||||
| Balance at September 30, 2022 | 21,343,680 | $ | 213 | $ | 34,375 | $ | (28,298 | ) | $ | 4 | $ | (1,747 | ) | $ | 4,547 | |||||||||||||
| Balance at December 31, 2022 | 21,343,680 | $ | 213 | $ | 34,395 | $ | (28,604 | ) | $ | 32 | $ | (1,747 | ) | $ | 4,289 | |||||||||||||
| Net loss | - | (314 | ) | (314 | ) | |||||||||||||||||||||||
| Stock based compensation expense to directors | 285,000 | 3 | (3 | ) | - | |||||||||||||||||||||||
| Other Comprehensive Income | - | 35 | 35 | |||||||||||||||||||||||||
| Balance at March 31, 2023 | 21,628,680 | $ | 216 | $ | 34,392 | $ | (28,918 | ) | $ | 67 | $ | (1,747 | ) | $ | 4,010 | |||||||||||||
| Net loss | - | (282 | ) | (282 | ) | |||||||||||||||||||||||
| Other Comprehensive Income | - | 22 | 22 | |||||||||||||||||||||||||
| Balance at June 30, 2023 | 21,628,680 | $ | 216 | $ | 34,392 | $ | (29,200 | ) | $ | 89 | $ | (1,747 | ) | $ | 3,750 | |||||||||||||
| Net loss | - | (197 | ) | (197 | ) | |||||||||||||||||||||||
| Other Comprehensive Loss | - | (31 | ) | (31 | ) | |||||||||||||||||||||||
| Balance at September 30, 2023 | 21,628,680 | $ | 216 | $ | 34,392 | $ | (29,397 | ) | $ | 58 | $ | (1,747 | ) | $ | 3,522 | |||||||||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Nine Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (793 | ) | $ | (901 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Equity based compensation, including vesting of stock to directors | 62 | |||||||
| Changes in other operating items: | ||||||||
| Income tax receivable | 73 | |||||||
| Prepaid expenses and other current assets | 70 | 12 | ||||||
| Accounts payable and accrued expenses | (34 | ) | (36 | ) | ||||
| Net cash used in operating activities | (684 | ) | (863 | ) | ||||
Cash flows from investing activities | ||||||||
| Proceeds from redemptions (purchases) of U.S. Treasury Bills | 772 | (2,417 | ) | |||||
| Net cash provided by (used in) investing activities | 772 | (2,417 | ) | |||||
| Cash flows from financing activities | ||||||||
| Purchase of Treasury Stock | (48 | ) | ||||||
| Net cash used in financing activities | (48 | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | 88 | (3,328 | ) | |||||
| Cash and cash equivalents at the beginning of the period | 90 | 5,396 | ||||||
| Cash and cash equivalents at the end of the period | $ | 178 | $ | 2,068 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash refunded during the period for income taxes | $ | (73 | ) | $ | ||||
| Unrealized gain on available for sale securities | $ | 26 | $ | 4 | ||||
See accompanying notes to condensed consolidated financial statements.
| 5 |
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
Three months ended September 30, 2023 and 2022
(unaudited)
| 1. | Basis of presentation and description of activities |
Basis of presentation
The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 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. The results for the 2023 interim period are not necessarily indicative of results to be expected for the entire year.
Description of activities
Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and 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 and investments in U.S. 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.
The Company 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.
| 2. | 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.
| 6 |
| 3. | Investment valuation |
The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs.
A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:
| Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities. | |
| Level 2 | Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. | |
| Level 3 | Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. |
An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.
As of September 30, 2023 and December 31, 2022, the Company held $3,384,000 and $4,130,000, respectively, in U.S. government debt securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. Money market funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. government debt securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. The U.S. government debt securities, which have maturities of three months or less at time of purchase, are reported as Cash and cash equivalents, and those with longer maturities are reported as investments, on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022.
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 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 following table presents the Company’s financial instruments at fair value (in thousands):
Fair Value Measurements as of September 30, 2023 | ||||||||||||||||
| 9/30/2023 | 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 | $ | 3,384 | $ | 3,384 | ||||||||||||
| Total | $ | 3,384 | $ | $ | 3,384 | $ | ||||||||||
| 7 |
Fair Value Measurements as of December 31, 2022 | ||||||||||||||||
| 12/31/2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||
| Investments in U.S. Treasury bills | $ | 4,130 | $ | 4,130 | ||||||||||||
| Total | $ | 4,130 | $ | $ | 4,130 | $ | ||||||||||
Investments in debt securities as of September 30, 2023 are summarized by type below (in thousands).
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| U.S. Treasury bills | $ | 3,326 | $ | 58 | $ | $ | 3,384 | |||||||||
| Total | $ | 3,326 | $ | 58 | $ | $ | 3,384 | |||||||||
All investments in debt securities are due in one year or less as of September 30, 2023.
Changes 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:
| Balance at December 31, 2022 | $ | 32 | ||
| Amounts reclassified from accumulated other Comprehensive income to interest income and other income | (16 | ) | ||
| 16 | ||||
| Net current-period other comprehensive income | 42 | |||
| Balance at September 30, 2023 | $ | 58 |
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 | |||||||||
| 8 |
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 September 30, 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.
| 4. | Income taxes |
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 allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
5. 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 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.
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. 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 9, 2023. 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.
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.
| 6. | Incentive stock plans and stock-based compensation |
Stock awards
On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At September 30, 2023, all shares had vested and were issued.
There was 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 unrecognized compensation expense related to these unvested stock awards at September 30, 2023.
| 9 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement Regarding Forward-Looking Statements
This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.
Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 28, 2023.
These forward-looking statements generally relate to our plans, objectives and expectations for future events and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These statements are based upon our opinions and estimates as of the date they are made. Although we believe that the expectations reflected in these forward-looking statements are reasonable, such forward-looking statements are subject to known and unknown risks and uncertainties that may be beyond our control, which could cause actual results, performance and achievements to differ materially from results, performance and achievements projected, expected, expressed or implied by the forward-looking statements. While we cannot assess the future impact that any of these differences could have on our business, financial condition, results of operations and cash flows or the market price of shares of our common stock, the differences could be significant. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this report and you are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved.
General Overview
The Company is a “shell company”, as defined in Rule 12b-2 of the Exchange Act. Because we are a shell company, our stockholders are unable to utilize Rule 144 to sell “restricted stock” as defined in Rule 144 or to otherwise use Rule 144 to sell our securities, and we are ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter. As a consequence, among other things, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and may make our securities less attractive to investors.
The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested in high-grade, short-term investments (such as cash and cash equivalents and U.S. Treasury Bills) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills to stockholders.
Results of operations
Three months ended September 30, 2023 compared to the three months ended September 30, 2022
For the three months ended September 30, 2023, the Company had a loss from operations before income taxes of $197,000 compared to a loss from operations before income taxes of $262,000 for the three months ended September 30, 2022.
The decreased loss before income taxes of $65,000 was primarily a result of an increase in Interest and other income of $61,000.
Compensation and benefits
For the three months ended September 30, 2023, Compensation and benefits were $108,000 as compared to $110,000 for the three months ended September 30, 2022.
| 10 |
Other operating expenses
For the three months ended September 30, 2023, Other operating expenses were $165,000 as compared to $167,000 for the three months ended September 30, 2022. The decreased operating expenses of $2,000 were primarily the result of decreased directors’ fees of $21,000, decreased professional fees of $11,000, offset by increased other expenses of $12,000, increased insurance expense of $9,000, and increased expenses related to the repair and maintenance of the Company owned dam properties of $9,000. The properties were fully impaired as of December 31, 2018.
Interest and other income
For the three months ended September 30, 2023, Interest and other income was $76,000 as compared to $15,000 for the three months ended September 30, 2022. The increased interest and other income, including net realized gains and losses on U.S. Treasury bills, of $61,000 was primarily the result of the investments in U.S. Treasury securities and the related interest income of $76,000 during the three months ended September 30, 2023.
Income taxes
For the three months ended September 30, 2023 and 2022, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended September 30, 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.
Nine months ended September 30, 2023 compared to the nine months ended September 30, 2022
For the nine months ended September 30, 2023, the Company had a loss from operations before income taxes of $793,000 compared to a loss from operations before income taxes of $901,000 for the nine months ended September 30, 2022.
The decreased loss before income taxes of $108,000 was primarily the result of a decrease in Other operating expenses of $20,000, and an increase in Interest and other income of $87,000.
Compensation and benefits
For the nine months ended September 30, 2023, Compensation and benefits were $339,000 as compared to $340,000 for the nine months ended September 30, 2022.
Other operating expenses
For the nine months ended September 30, 2023, Other operating expenses were $559,000 as compared to $579,000 for the nine months ended September 30, 2022. The decreased operating expenses of $20,000 were primarily the result of decreased directors’ fees of $64,000, decreased professional fees of $16,000, decreased insurance expenses of $2,000, offset by increased other expenses of $7,000, and increased expenses related to the repair and maintenance of the Company owned dam properties of $55,000. The properties were fully impaired as of December 31, 2018.
Interest and other income
For the nine months ended September 30, 2023, Interest and other income was $105,000 as compared to $18,000 for the nine months ended September 30, 2022. The increased interest and other income, including net realized gains and losses on U.S. Treasury bills, of $87,000 was primarily the result of the investments in U.S. Treasury securities and the resulting increase in interest income of $81,000 during the nine months ended September 30, 2023.
Income taxes
For the nine months ended September 30, 2023 and 2022, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the nine months ended September 30, 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.
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Financial condition
Liquidity and Capital Resources
At September 30, 2023, the Company had cash and cash equivalents totaling $178,000 and short-term U.S. Treasury Bills totaling $3,384,000 which it intends to use to acquire interests in one or more operating businesses, to fund the Company’s general and administrative expenses, and the directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through November 30, 2024.
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. Please refer to note 3 for valuation of Investments.
The increase in cash and cash equivalents of $88,000 for the nine months ended September 30, 2023 was primarily the result of $684,000 used in operating activities, offset by redemption of U.S. Treasury Bills of $772,000 provided by investing activities.
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Not required.
| Item 4. | Controls and Procedures |
The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.
The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
Purchases of Equity Securities
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. At September 30, 2023, the Company had repurchased 2,234,721 shares of its common stock and, a total of 2,765,279 shares remained available for repurchase at September 30, 2023, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended September 30, 2023.
| Item 5. | Other Information |
None
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| Item 6. | Exhibits. |
| Exhibit No. |
Description | |
| 31.1 | * | Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) |
| 31.2 | * | Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a) |
| 32.1 | * | Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company |
| 101.INS | ** | XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | ** | XBRL tags are embedded within the Inline XBRL document |
| 101.CAL | ** | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | ** | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | ** | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | ** |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | ** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
________________________
*Filed herewith
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WRIGHT INVESTORS’ SERVICE HOLDINGS, INC | |||
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| Date: November 13, 2023 | By: | /s/ HARVEY P. EISEN | |
| Name: | Harvey P. Eisen | ||
| Title: |
Chairman, President, and Chief Executive Officer (Principal Executive Officer) |
||
| Date: November 13, 2023 | By: | /s/ HAROLD D. KAHN | |
| Name: | Harold D. Kahn | ||
| Title: |
Acting Chief Financial Officer and Acting Principal (Principal Financial Officer) |
||
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