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, 2021

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 Kimco, 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 and posted 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 and post 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	OTC

As of October 30, 2021, there were 20,210,529 shares of the registrant’s common stock, $0.01 par value, outstanding.

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

TABLE OF CONTENTS

Part I.Financial Information	Page No.
Item 1.Financial Statements of Wright Investors’ Service Holdings, Inc.	1
Condensed Consolidated Statements of Operations - Three Months and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	1
Condensed Consolidated Balance Sheets - September 30, 2021 (Unaudited) and December 31, 2020	2
Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2021 and 2020 (Unaudited)	3
Condensed Consolidated Statement of Changes in Stockholders’ Equity - Three Months and Nine Months Ended September 30, 2021 and 2020 (Unaudited)	4
Notes to Condensed Consolidated Financial Statements - September 30, 2021 and 2020 (Unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	12
Item 4.	Controls and Procedures	12
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
SIGNATURES		15

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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,
	2021			2020			2021			2020
Expenses
Compensation and benefits	$	111		$	105		$	335		$	364
Other operating		187			193			558			658
		298			298			893			1,022
Loss from operations		(298	)		(298	)		(893	)		(1,022	)
Interest and other income, net		-			251			53			311
Loss from operations before income taxes		(298	)		(47	)		(840	)		(711	)
Income tax benefit / (expense)		(1	)		19			(2	)		19
Net loss	$	(299	)	$	(28	)	$	(842	)	$	(692	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.04	)	$	(0.03	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2021			December 31, 2020
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	5,634		$	6,469
Income tax receivable		73			73
Prepaid expenses and other current assets		42			40
Total current assets		5,749			6,582
Other assets		8			8
Total assets	$	5,757		$	6,590
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	75		$	83
Loan payable		-			53
Total current liabilities		75			136
Stockholders’ equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued		-			-
Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 21,025,748 and 20,654,996 as of September 30, 2021 and December 31, 2020; outstanding 20,210,529 and 19,839,777 at September 30, 2021 and December 31, 2020; and 146,666 and 227,160 shares issuable as of September 30, 2021 and December 31, 2020		210			206
Additional paid-in capital		34,292			34,226
Accumulated deficit		(27,121	)		(26,279	)
Treasury stock, at cost (815,219 shares at September 30, 2021 and December 31, 2020)		(1,699	)		(1,699	)
Total stockholders' equity		5,682			6,454
Total liabilities and stockholders’ equity	$	5,757		$	6,590

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities
Net loss	$	(842	)	$	(692	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors		70			69
Gain on extinguishment of debt		(53	)		-
Changes in other operating items:
Deferred tax asset		-			37
Income taxes receivable		-			(55	)
Prepaid expenses and other current assets		(2	)		114
Accounts payable and accrued expenses		(8	)		(128	)
Net cash used in operating activities		(835	)		(655	)
Cash flows from investing activities
Investments in U.S. Treasury Bills		-			(250	)
Proceeds from redemptions of U.S. Treasury Bills		-			250
Net cash used in investing activities		-			-
Cash flows from financing activities
Proceeds from loan		-			53
Net cash from financing activities		-			53
Net decrease in cash and cash equivalents		(835	)		(602	)
Cash and cash equivalents at the beginning of the period		6,469			7,336
Cash and cash equivalents at the end of the period	$	5,634		$	6,734
Supplemental disclosures of cash flow information
Net cash paid during the period for Income taxes	$	3		$	1

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED September 30, 2021 and 2020

(UNAUDITED)

(in thousands, except per share data)

													Total
					Additional					Treasury			stock-
	Common stock (Issued)				paid-in		Accumulated			stock, at			Holders
	shares		amount		capital		deficit			cost			Equity
Balance at December 31, 2019		20,654,996	$	206	$	34,134	$	(25,286	)	$	(1,699	)	$	7,355
Net loss		-		-		-		(318	)		-			(318	)
Equity based compensation expense		-		-		3		-			-			3
Stock based compensation expense to directors		-		-		20		-			-			20
Balance at March 31, 2020		20,654,996	$	206	$	34,157	$	(25,604	)	$	(1,699	)	$	7,060
Net loss		-		-		-		(346	)		-			(346	)
Equity based compensation expense		-		-		3		-			-			3
Stock based compensation expense to directors		-		-		20		-			-			20
Balance at June 30, 2020		20,654,996	$	206	$	34,180	$	(25,950	)	$	(1,699	)	$	6,737
Net loss		-		-		-		(28	)		-			(28	)
Equity based compensation expense		-		-		3		-			-			3
Stock based compensation expense to directors		-		-		20		-			-			20
Balance at September 30, 2020		20,654,996	$	206	$	34,203	$	(25,978	)	$	(1,699	)	$	6,732
Balance at December 31, 2020		20,654,996	$	206	$	34,226	$	(26,279	)	$	(1,699	)	$	6,454
Net loss		-		-		-		(249	)		-			(249	)
Equity based compensation expense		-		-		3		-			-			3
Stock based compensation expense to directors		-		-		20		-			-			20
Balance at March 31, 2021		20,654,996	$	206	$	34,249	$	(26,528	)	$	(1,699	)	$	6,228
Net loss		-		-		-		(294	)		-			(294	)
Equity based compensation expense		-		-		4		-			-			4
Stock based compensation expense to directors		-		-		20		-			-			20
Balance at June 30, 2021		20,654,996	$	206	$	34,273	$	(26,822	)	$	(1,699	)	$	5,958
Net loss		-		-		-		(299	)		-			(299	)
Equity based compensation expense		-		-		3		-			-			3
Stock based compensation expense to directors		370,752		4		16		-			-			20
Balance at September 30, 2021		21,025,748	$	210	$	34,292	$	(27,121	)	$	(1,699	)	$	5,682

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three months ended September 30, 2021 and 2020

(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, 2020 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, 2020 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 2021 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

The Company has no or nominal operations. As a result, the Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company and for 12 months thereafter. Among other things, as a consequence, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company’s securities less attractive to investors.

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. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities and cash and certain cash equivalents).

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the proceeds from the Sale and other liquid assets of the Company are so deployed, the Company intends to invest the proceeds of the Sale and its other 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.

2. New accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements.

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3. Per share data

Loss per share for the three months ended September 30, 2021 and 2020 respectively, is calculated based on 20,357,195 and 19,873,110 weighted average outstanding shares of common stock, including weighted average issuable shares of 146,666 and 33,333 at September 30, 2021 and 2020, respectively.

Loss per share for the nine months ended September 30, 2021 and 2020 respectively, is calculated based on 20,245,169 and 19,867,555 weighted average outstanding shares of common stock, including weighted average issuable shares of 294,166 and 27,778 at September 30, 2021 and 2020, respectively.

Stock awards for 33,334 and 66,667 shares of common stock for the three and nine months ended September 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both periods.

4.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 1Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2Inputs 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 3Unobservable 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, 2021, and December 31, 2020, the Company held $5,525,000 and $5,950,000 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, 2021 and December 31, 2020.

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

	Fair Value Measurements as of September 30, 2021
	9/30/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,634	$	109	$	5,525	$	-

	Fair Value Measurements as of December 31, 2020
	12/31/2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	6,469	$	519	$	5,950	$	-

5.Income taxes

Income tax expense represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense; class life changes to qualified improvements and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable.

6.Loan Payable

On May 1, 2020, the Company received $53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic. The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $53,000 was recorded as Other Income for the nine month period ended September 30, 2021.

7.Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. As of September 30, 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 as of September 30, 2021. No such shares were repurchased during any of the three and nine months ended September 30, 2021 and 2020.

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8.Incentive stock plans and stock-based compensation

Stock awards

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At September 30, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $3,000 for each of the three months ended September 30, 2021 and 2020, and compensation expense of approximately $10,300 and $9,000 for the nine months ended September 30, 2021 and 2020, respectively, related to those stock awards. The total unrecognized compensation expense related to these unvested stock awards at September 30, 2021 is $5,200, which will be recognized over the remaining vesting period of approximately 0.4 years.

Capital Stock

During the quarter ended September 30, 2021, a) the Company incurred $20,000 of director fees payable in 80,000 shares of its common stock which were not issued as of September 30, 2021, b) issued 370,752 shares of Company common stock to directors, and c) 66,666 stock awards vested which were not issued at September 30, 2021. As of December 31, 2020, there were 193,828 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 2020 and 33,333 stock awards to be issued to a director of the Company. 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.

9.Commitments, Contingencies, and Other

a)The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our Company are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on financial results at this time.

b)In July 2019, the Company entered into a six-month lease for office space in a building located in Mt. Kisco, NY. The lease commenced on September 1, 2019 and expired on February 29, 2020, after which it is being renewed on a monthly basis for $3,800 per month.

c)The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

 In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020 DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

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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, 2020 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 12, 2021.

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) 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 to stockholders.

Results of operations

Three months ended September 30, 2021 compared to the three months ended September 30, 2020

For the three months ended September 30, 2021, the Company had a loss from operations before income taxes of $298,000 compared to a loss from operations before income taxes of $47,000 for the three months ended September 30, 2020.

The increased loss before income taxes of $251,000 was primarily as a result of a decrease in Interest and other income for the three months ended on September 30, 2021 mainly due to the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 during the quarter ended September 30, 2020.

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Compensation and benefits

For the three months ended September 30, 2021, Compensation and benefits were $111,000 as compared to $105,000 for the three months ended September 30, 2020.

Other operating expenses

For the three months ended September 30, 2021, Other operating expenses were $187,000 as compared to $193,000 for the three months ended September 30, 2020.

The decreased operating expenses of $6,000 were primarily the result of decreased professional fees of $5,000, decreased other expenses of $4,000, offset by increased insurance expenses of $3,000.

Income taxes

For the three months ended September 30, 2021, the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, 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, 2021 compared to the nine months ended September 30, 2020

For the nine months ended September 30, 2021, the Company had a loss from operations before income taxes of $840,000 compared to a loss from operations of $711,000 for the nine months ended September 30, 2020.  

The increased loss before income taxes of $129,000 was the result of a decrease in Interest and other income of $258,000, primarily as the result of the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 in 2020, offset by decreased Compensation and benefits of $29,000, and other operating expenses of $100,000.

Compensation and benefits

For the nine months ended September 30, 2021, Compensation and benefits were $335,000 as compared to $364,000 for the nine months ended September 30, 2020. The decreased Compensation and benefits of $29,000 was primarily the result of a decrease in the health plan expense and salary expense for the nine months ended September 30, 2021 in comparison to the nine months ended September 30, 2020.

Other operating expenses

For the nine months ended September 30, 2021, Other operating expenses were $558,000 as compared to $658,000 for the nine months ended September 30, 2020.

The decreased operating expenses of $100,000 were primarily the result of decreased professional fees of $82,000, decreased insurance expense of $13,500, and decreased other expenses of $4,500.

Income taxes

For the nine months ended September 30, 2021, the Company recorded income tax expense from operations of approximately $2,000, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, 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, 2021, the Company had cash and cash equivalents totaling $5,634,000, 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 to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through November 2022.

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 4 for valuation on Investments.

The decrease in cash and cash equivalents of $835,000 for the quarter ended September 30, 2021 was primarily the result of $835,000 used in operating activities.

11

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, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

12

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, 2021, the Company had repurchased 2,041,971 shares of its common stock and, a total of 2,958,029 shares remained available for repurchase at September 30, 2021, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended September 30, 2021.

Item 5. Other Information

None

13

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.

14

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
Date:  November 12, 2021	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date:  November 12, 2021	By:	/s/ HAROLD D. KAHN
		Name:	Harold D. Kahn
		Title:	Acting Chief Financial Officer and Acting Principal Accounting Officer (Principal Financial Officer)

15

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Harvey P. Eisen, certify that:

1. I have reviewed this annual report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2021

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chairman, President, and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS 

I, Harold D. Kahn, certify that:

1. I have reviewed this annual report on Form 10-Q of Wright Investors’ Service Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2021

/s/ HAROLD D. KAHN
Name:	Harold D. Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chairman, President, and
	Chief Executive Officer
Date:	November 12, 2021

/s/ HAROLD D. KAHN
Name:	Harold D. Kahn
Title:	Acting Chief Financial Officer and
	Acting Principal Accounting Officer
Date:	November 12, 2021

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Oct. 30, 2021
Cover [Abstract]
Document Type	10-Q
Entity Central Index Key	0001279715
Document Period End Date	Sep. 30, 2021
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-50587
Entity Registrant Name	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-4005439
Entity Address, Address Line One	118 North Bedford Road
Entity Address, Address Line Two	Ste. 100
Entity Address, City or Town	Mount Kimco
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10549
City Area Code	914
Local Phone Number	242-5700
Entity Information, Former Legal or Registered Name	N/A
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	IWSH
Name of Exchange on which Security is Registered	NONE
Entity Common Stock, Shares Outstanding		20,210,529

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Expenses
Compensation and benefits	$ 111	$ 105	$ 335	$ 364
Other operating	187	193	558	658
Total expenses	298	298	893	1,022
Loss from operations	(298)	(298)	(893)	(1,022)
Interest and other income, net		251	53	311
Loss from operations before income taxes	(298)	(47)	(840)	(711)
Income tax benefit / (expense)	(1)	19	(2)	19
Net loss	$ (299)	$ (28)	$ (842)	$ (692)
Basic and diluted loss per share	$ (0.01)	$ 0.00	$ (0.04)	$ (0.03)

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 5,634	$ 6,469
Income tax receivable	73	73
Prepaid expenses and other current assets	42	40
Total current assets	5,749	6,582
Other assets	8	8
Total assets	5,757	6,590
Current liabilities
Accounts payable and accrued expenses	75	83
Loan payable		53
Total current liabilities	75	136
Stockholders' equity
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued
Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 21,025,748 and 20,654,996 as of September 30, 2021 and December 31, 2020; outstanding 20,210,529 and 19,839,777 at September 30, 2021 and December 31, 2020; and 146,666 and 227,160 shares issuable as of September 30, 2021 and December 31, 2020	210	206
Additional paid-in capital	34,292	34,226
Accumulated deficit	(27,121)	(26,279)
Treasury stock, at cost (815,219 shares at September 30, 2021 and December 31, 2020)	(1,699)	(1,699)
Total stockholders' equity	5,682	6,454
Total liabilities and stockholders' equity	$ 5,757	$ 6,590

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred Stock, par value per share	$ 0.01	$ 0.01
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, shares issued
Common Stock, par value per share	$ 0.01	$ 0.01
Common Stock, shares authorized	30,000,000	30,000,000
Common Stock, shares issued	21,025,748	20,654,996
Common Stock, shares outstanding	20,210,529	19,839,777
Common Stock, shares issuable	146,666	227,160
Treasury stock, shares	815,219	815,219

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net loss	$ (842)	$ (692)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity based compensation, including vesting of stock to directors	70	69
Gain on extinguishment of debt	(53)
Changes in other operating items:
Deferred tax asset		37
Income taxes receivable		(55)
Prepaid expenses and other current assets	(2)	114
Accounts payable and accrued expenses	(8)	(128)
Net cash used in operating activities	(835)	(655)
Cash flows from investing activities
Investments in U.S. Treasury Bills		(250)
Proceeds from redemptions of U.S. Treasury Bills		250
Net cash used in investing activities
Cash flows from financing activities
Proceeds from loan		53
Net cash from financing activities		53
Net decrease in cash and cash equivalents	(835)	(602)
Cash and cash equivalents at the beginning of the period	6,469	7,336
Cash and cash equivalents at the end of the period	5,634	6,734
Supplemental disclosures of cash flow information
Net cash paid during the period for Income taxes	$ 3	$ 1

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Treasury stock, at cost [Member]	Total
Balance at Dec. 31, 2019	$ 206	$ 34,134	$ (25,286)	$ (1,699)	$ 7,355
Balance, shares at Dec. 31, 2019	20,654,996
Net loss			(318)		(318)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Balance at Mar. 31, 2020	$ 206	34,157	(25,604)	(1,699)	7,060
Balance, shares at Mar. 31, 2020	20,654,996
Balance at Dec. 31, 2019	$ 206	34,134	(25,286)	(1,699)	7,355
Balance, shares at Dec. 31, 2019	20,654,996
Net loss					(692)
Balance at Sep. 30, 2020	$ 206	34,203	(25,978)	(1,699)	6,732
Balance, shares at Sep. 30, 2020	20,654,996
Balance at Mar. 31, 2020	$ 206	34,157	(25,604)	(1,699)	7,060
Balance, shares at Mar. 31, 2020	20,654,996
Net loss			(346)		(346)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Balance at Jun. 30, 2020	$ 206	34,180	(25,950)	(1,699)	6,737
Balance, shares at Jun. 30, 2020	20,654,996
Net loss			(28)		(28)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Balance at Sep. 30, 2020	$ 206	34,203	(25,978)	(1,699)	6,732
Balance, shares at Sep. 30, 2020	20,654,996
Balance at Dec. 31, 2020	$ 206	34,226	(26,279)	(1,699)	6,454
Balance, shares at Dec. 31, 2020	20,654,996
Net loss			(249)		(249)
Equity based compensation expense		3			3
Stock based compensation expense to directors		20			20
Balance at Mar. 31, 2021	$ 206	34,249	(26,528)	(1,699)	6,228
Balance, shares at Mar. 31, 2021	20,654,996
Balance at Dec. 31, 2020	$ 206	34,226	(26,279)	(1,699)	6,454
Balance, shares at Dec. 31, 2020	20,654,996
Net loss					(842)
Balance at Sep. 30, 2021	$ 210	34,292	(27,121)	(1,699)	5,682
Balance, shares at Sep. 30, 2021	21,025,748
Balance at Mar. 31, 2021	$ 206	34,249	(26,528)	(1,699)	6,228
Balance, shares at Mar. 31, 2021	20,654,996
Net loss			(294)		(294)
Equity based compensation expense		4			4
Stock based compensation expense to directors		20			20
Balance at Jun. 30, 2021	$ 206	34,273	(26,822)	(1,699)	5,958
Balance, shares at Jun. 30, 2021	20,654,996
Net loss			(299)		(299)
Equity based compensation expense		3			3
Stock based compensation expense to directors	$ 4	16			20
Stock based compensation expense to directors, shares	370,752
Balance at Sep. 30, 2021	$ 210	$ 34,292	$ (27,121)	$ (1,699)	$ 5,682
Balance, shares at Sep. 30, 2021	21,025,748

XML

Basis of presentation and description of activities

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of presentation and description of activities

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, 2020 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, 2020 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 2021 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

The Company has no or nominal operations. As a result, the Company is a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, its stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and the Company would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as the Company remains a shell company and for 12 months thereafter. Among other things, as a consequence, the offering, issuance and sale of its securities is likely to be more expensive and time consuming and may make the Company’s securities less attractive to investors.

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. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of the Company’s investment securities (as defined in the Investment Company Act) is more than 40% of the Company’s total assets (exclusive of government securities and cash and certain cash equivalents).

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents. Until such time as a decision is made as to how the proceeds from the Sale and other liquid assets of the Company are so deployed, the Company intends to invest the proceeds of the Sale and its other 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.

XML

New accounting guidance not yet adopted

9 Months Ended

Sep. 30, 2021

New Accounting Guidance Not Yet Adopted

New accounting guidance not yet adopted

2. New accounting guidance not yet adopted

In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-13 (ASU 2016-13) "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. The standard, as amended, is effective for periods beginning after December 15, 2022 for both interim and annual periods. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-13 to have an impact on its condensed consolidated financial statements.

XML

Per share data

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Per share data

3. Per share data

Loss per share for the three months ended September 30, 2021 and 2020 respectively, is calculated based on 20,357,195 and 19,873,110 weighted average outstanding shares of common stock, including weighted average issuable shares of 146,666 and 33,333 at September 30, 2021 and 2020, respectively.

Loss per share for the nine months ended September 30, 2021 and 2020 respectively, is calculated based on 20,245,169 and 19,867,555 weighted average outstanding shares of common stock, including weighted average issuable shares of 294,166 and 27,778 at September 30, 2021 and 2020, respectively.

Stock awards for 33,334 and 66,667 shares of common stock for the three and nine months ended September 30, 2021 and 2020, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company incurred net losses for both periods.

XML

Investment valuation

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Investment valuation

4.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 1Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2Inputs 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 3Unobservable 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, 2021, and December 31, 2020, the Company held $5,525,000 and $5,950,000 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, 2021 and December 31, 2020.

6

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

	Fair Value Measurements as of September 30, 2021
	9/30/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,634	$	109	$	5,525	$	-

	Fair Value Measurements as of December 31, 2020
	12/31/2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	6,469	$	519	$	5,950	$	-

XML

Income taxes

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income taxes

5.Income taxes

Income tax expense represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense; class life changes to qualified improvements and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable.

XML

Loan Payable

9 Months Ended

Sep. 30, 2021

Derivative Instruments and Hedges, Liabilities [Abstract]

Loan Payable

6.Loan Payable

On May 1, 2020, the Company received $53,000 from Fieldpoint Private Bank pursuant to the Paycheck Protection Program (the “PPP Loan”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company used all proceeds from the PPP Loan to retain employees, maintain payroll and make operating expense payments to support business continuity throughout the COVID-19 pandemic. The total amount of the PPP Loan was forgiven as of January 7, 2021 and the gain on extinguishment of debt of $53,000 was recorded as Other Income for the nine month period ended September 30, 2021.

XML

Capital Stock

9 Months Ended

Sep. 30, 2021

Stockholders' Equity Note [Abstract]

Capital Stock

7.Capital Stock

The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. As of September 30, 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 as of September 30, 2021. No such shares were repurchased during any of the three and nine months ended September 30, 2021 and 2020.

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Incentive stock plans and stock-based compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Incentive stock plans and stock-based compensation

8.Incentive stock plans and stock-based compensation

Stock awards

On February 13, 2019, 100,000 stock awards were issued to a newly appointed director of the Company. The stock awards vest equally, annually, over 3 years. The stock awards are valued based on the closing price of $0.42 of the Company’s common stock on February 13, 2019. At September 30, 2021, 33,334 stock awards remained unvested and 66,666 shares are to be issued.

The Company recorded compensation expense of approximately $3,000 for each of the three months ended September 30, 2021 and 2020, and compensation expense of approximately $10,300 and $9,000 for the nine months ended September 30, 2021 and 2020, respectively, related to those stock awards. The total unrecognized compensation expense related to these unvested stock awards at September 30, 2021 is $5,200, which will be recognized over the remaining vesting period of approximately 0.4 years.

Capital Stock

During the quarter ended September 30, 2021, a) the Company incurred $20,000 of director fees payable in 80,000 shares of its common stock which were not issued as of September 30, 2021, b) issued 370,752 shares of Company common stock to directors, and c) 66,666 stock awards vested which were not issued at September 30, 2021. As of December 31, 2020, there were 193,828 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 2020 and 33,333 stock awards to be issued to a director of the Company. 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.

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Commitments, Contingencies, and Other

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Other

9.Commitments, Contingencies, and Other

a)The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our Company are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on financial results at this time.

b)In July 2019, the Company entered into a six-month lease for office space in a building located in Mt. Kisco, NY. The lease commenced on September 1, 2019 and expired on February 29, 2020, after which it is being renewed on a monthly basis for $3,800 per month.

c)The Company has interests in land and certain flowage rights in undeveloped property (the “properties”) primarily located in Killingly, Connecticut. The properties were fully impaired as of December 31, 2018.

 In September 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Consent Orders requiring the investigation and repair of two dams, Acme Pond Dam and Killingly Pond Dan, in which the Company and its subsidiaries have certain ownership interests. Both matters have been fully resolved. In February 2020 and May 2020 DEEP issued to the Company Certificates of Compliance for the Consent Orders relating to Acme Pond Dam and Killingly Pond Dam, respectively.

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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, 2020 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 12, 2021.

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) 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 to stockholders.

Results of operations

Three months ended September 30, 2021 compared to the three months ended September 30, 2020

For the three months ended September 30, 2021, the Company had a loss from operations before income taxes of $298,000 compared to a loss from operations before income taxes of $47,000 for the three months ended September 30, 2020.

The increased loss before income taxes of $251,000 was primarily as a result of a decrease in Interest and other income for the three months ended on September 30, 2021 mainly due to the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 during the quarter ended September 30, 2020.

9

Compensation and benefits

For the three months ended September 30, 2021, Compensation and benefits were $111,000 as compared to $105,000 for the three months ended September 30, 2020.

Other operating expenses

For the three months ended September 30, 2021, Other operating expenses were $187,000 as compared to $193,000 for the three months ended September 30, 2020.

The decreased operating expenses of $6,000 were primarily the result of decreased professional fees of $5,000, decreased other expenses of $4,000, offset by increased insurance expenses of $3,000.

Income taxes

For the three months ended September 30, 2021, the Company recorded income tax expense from operations of approximately $1,000, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, 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, 2021 compared to the nine months ended September 30, 2020

For the nine months ended September 30, 2021, the Company had a loss from operations before income taxes of $840,000 compared to a loss from operations of $711,000 for the nine months ended September 30, 2020.  

The increased loss before income taxes of $129,000 was the result of a decrease in Interest and other income of $258,000, primarily as the result of the sale of the Company’s former ticker symbol (WISH) for consideration of $250,000 in 2020, offset by decreased Compensation and benefits of $29,000, and other operating expenses of $100,000.

Compensation and benefits

For the nine months ended September 30, 2021, Compensation and benefits were $335,000 as compared to $364,000 for the nine months ended September 30, 2020. The decreased Compensation and benefits of $29,000 was primarily the result of a decrease in the health plan expense and salary expense for the nine months ended September 30, 2021 in comparison to the nine months ended September 30, 2020.

Other operating expenses

For the nine months ended September 30, 2021, Other operating expenses were $558,000 as compared to $658,000 for the nine months ended September 30, 2020.

The decreased operating expenses of $100,000 were primarily the result of decreased professional fees of $82,000, decreased insurance expense of $13,500, and decreased other expenses of $4,500.

Income taxes

For the nine months ended September 30, 2021, the Company recorded income tax expense from operations of approximately $2,000, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2021 and 2020, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

10

Financial condition

Liquidity and Capital Resources

At September 30, 2021, the Company had cash and cash equivalents totaling $5,634,000, 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 to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through November 2022.

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 4 for valuation on Investments.

The decrease in cash and cash equivalents of $835,000 for the quarter ended September 30, 2021 was primarily the result of $835,000 used in operating 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, 2021 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, 2021, the Company had repurchased 2,041,971 shares of its common stock and, a total of 2,958,029 shares remained available for repurchase at September 30, 2021, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended September 30, 2021.

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
Date:  November 12, 2021	By:	/s/ HARVEY P. EISEN
		Name:	Harvey P. Eisen
		Title:	Chairman, President, and Chief Executive Officer (Principal Executive Officer)

Date:  November 12, 2021	By:	/s/ HAROLD D. KAHN
		Name:	Harold D. Kahn
		Title:	Acting Chief Financial Officer and Acting Principal Accounting Officer (Principal Financial Officer)

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XML

Investment valuation (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments at Fair Value

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

	Fair Value Measurements as of September 30, 2021
	9/30/2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	5,634	$	109	$	5,525	$	-

	Fair Value Measurements as of December 31, 2020
	12/31/2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	6,469	$	519	$	5,950	$	-

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Per share data (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding	20,357,195	19,873,110	20,245,169	19,867,555
Weighted average number of common shares, issuable	146,666	33,333	294,166	27,778
Stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	33,334	66,667	33,334	66,667

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Investment valuation (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
US Government Debt Securities [Member]
Investments in U.S. Treasury Bills	$ 5,525	$ 5,950

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Investment valuation (Schedule of Financial Instruments at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 5,634	$ 6,469	$ 6,734	$ 7,336
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Cash and cash equivalents	109	519
Significant Other Observable Inputs (Level 2) [Member]
Cash and cash equivalents	5,525	5,950
Significant Unobservable Inputs (Level 3) [Member]
Cash and cash equivalents

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Loan Payable (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	May 01, 2020
Debt forgiveness amount	$ 53
PPP Loans Member]
Loan received		$ 53
Extinguishment of debt date	Jan. 07, 2021

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Capital Stock (Details)	Sep. 30, 2021 shares
Stockholders' Equity Note [Abstract]
Number of shares authorized to be repurchased	5,000,000
Remaining number of shares available for repurchase	2,958,029
Shares repurchased	2,041,971

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Incentive stock plans and stock-based compensation (Stock Awards) (Details) - Stock awards [Member] - Newly appointed director [Member] - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 13, 2019	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards, Granted	100,000
Vesting period for plan	3 years
Share price of stock awards granted	$ 0.42
Compensation expense		$ 3,000	$ 3,000	$ 10,300	$ 9,000
Unrecognized compensation expense (unvested)		$ 5,200		$ 5,200
Unrecognized compensation recognition period				4 months 24 days
Stock awards unvested		33,334		33,334
Shares to be issued		66,666		66,666

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Incentive stock plans and stock-based compensation (Capital Stock) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock not issued	146,666	227,160
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fees payable	$ 20,000
Common stock not issued	80,000
Number of shares stock awards vested	66,666
Common stock issuable		33,333
Common Stock shares issued	370,752
Independent Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock not issued		193,828

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Commitments, Contingencies, and Other (Details)	1 Months Ended
	Sep. 30, 2019 USD ($)
Mt. Kisco [Member]
Commitments And Contingencies [Line Items]
Monthly rent	$ 3,800