UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| 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:
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
| (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.
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).
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 ☐ | |
| 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
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 |
As of November 11, 2022, there
were
WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
TABLE OF CONTENTS
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, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Expenses | ||||||||||||||||
| Compensation and benefits | $ | $ | $ | $ | ||||||||||||
| Other operating | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest and other income, net | ||||||||||||||||
| Loss from operations before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
See accompanying notes to condensed consolidated financial statements.
| 1 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(unaudited)
(in thousands, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Unrealized gain on available for sale securities | ||||||||||||||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to condensed consolidated financial statements.
| 2 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Income tax receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Investments in U.S. Treasury Bills | ||||||||
| Total current assets | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Total current liabilities | ||||||||
Total liabilities | $ | $ | ||||||
Stockholders’ equity | ||||||||
| Preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Treasury stock, at cost ( | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 3 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
| Nine Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Equity based compensation, including vesting of stock to directors | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Changes in other operating items: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities | ||||||||
| Purchases of U.S. Treasury Bills | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | - | |||||
| Cash flows from financing activities | ||||||||
| Purchase of Treasury Stock | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||||
| Cash and cash equivalents at the end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Net cash paid during the period for income taxes | $ | $ | ||||||
| Unrealized gain on available for sale securities | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
| 4 |
WRIGHT INVESTORS' SERVICE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE AND NINE MONTHS ENDED September 30, 2022 and 2021
(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, 2020 | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Equity based compensation expense | - | |||||||||||||||||||||||||||
| Stock based compensation expense to directors | - | |||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | $ | |||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Equity based compensation expense | - | |||||||||||||||||||||||||||
| Stock based compensation expense to directors | - | |||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Equity based compensation expense | - | |||||||||||||||||||||||||||
| Stock based compensation expense to directors | ||||||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| ||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Equity based compensation expense | ||||||||||||||||||||||||||||
| Stock based compensation expense to directors | - | |||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Purchase of Treasury Stock | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Stock based compensation expense to directors | ||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Other comprehensive income | - | |||||||||||||||||||||||||||
| Stock based compensation expense to directors | - | |||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
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, 2022 and 2021
(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, 2021 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, 2021 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 2022 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 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. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.
The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of September 30, 2022, the Company is not considered an inadvertent investment company.
| 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.
| 3. | Per share data |
Loss per share for the three months ended September
30, 2022 and 2021, respectively, is calculated based on
| 6 |
Loss per share for the nine months ended September
30, 2022 and 2021, respectively, is calculated based on
| 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 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, 2022 and December 31, 2021, the Company held $
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 Shareholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other 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.
| 7 |
The following table presents the Company’s financial instruments at fair value (in thousands):
Fair Value Measurements as of September 30, 2022 | ||||||||||||||||
9/30/2022 | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant |
Significant | |||||||||||||
| Investments in U.S. Treasury bills | $ | $ | $ | $ | ||||||||||||
Fair Value Measurements as of December 31, 2021 | ||||||||||||||||
12/31/2021 | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant |
Significant | |||||||||||||
| U.S. Treasury bills included in cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Investments in debt securities as of September 30, 2022 are summarized by type below (in thousands).
Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| U.S. Treasury bills | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | | $ | $ | |||||||||||
| 5. | Income taxes |
No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
| 6. | 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
| 8 |
During the quarter ended
September 30, 2022, a) the Company incurred $
| 7. | Incentive stock plans and stock-based compensation |
Stock awards
On February 13, 2019,
The Company recorded compensation expense of
Common stock options
The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.
As of September 30, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the three and nine months ended September 30, 2022.
| 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, 2021 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 11, 2022.
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, 2022 compared to the three months ended September 30, 2021
For the three months ended September 30, 2022, the Company had a loss from operations before income taxes of $262,000 compared to a loss from operations before income taxes of $298,000 for the three months ended September 30, 2021.
The decreased loss before income taxes of $36,000 was primarily a result of a decrease in Other operating expenses of $20,000, increase in Interest and other income of $15,000, and a decrease of compensation of $1,000 for the three months ended September 30, 2022.
Compensation and benefits
For the three months ended September 30, 2022, Compensation and benefits were $110,000 as compared to $111,000 for the three months ended September 30, 2021.
| 10 |
Other operating expenses
For the three months ended September 30, 2022, Other operating expenses were $167,000 as compared to $187,000 for the three months ended September 30, 2021. The decreased operating expenses of $20,000 were primarily the result of decreased insurance expenses of $21,000, increased professional fees of $3,000, and decreased other expenses of $2,000.
Interest and other income
For the three months ended September 30, 2022, Interest and other income was $15,000 as compared to zero for the three months ended September 30, 2021. The increased interest and other income of $15,000 was primarily the result of the investments in U.S. Treasury securities and the resulting interest income of $15,000 during the three months ended September 30, 2022.
Income taxes
For the three months ended September 30, 2022 and 2021, the Company recorded zero and approximately $1,000 income tax expense from operations, respectively. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended September 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
Nine months ended September 30, 2022 compared to the nine months ended September 30, 2021
For the nine months ended September 30, 2022, the Company had a loss from operations before income taxes of $901,000 compared to a loss from operations before income taxes of $840,000 for the nine months ended September 30, 2021.
The increased loss before income taxes of $61,000 was primarily the result of an increase in Other operating expenses of $21,000, and increase in Compensation and benefits of $5,000, offset by a decrease in Interest and other income of $35,000.
Compensation and benefits
For the nine months ended September 30, 2022, Compensation and benefits were $340,000 as compared to $335,000 for the nine months ended September 30, 2021.
The increased Compensation and benefits of $5,000 is the result of an increase in salary expense for the nine months ended September 30, 2022 in comparison to the nine months ended September 30, 2021.
Other operating expenses
For the nine months ended September 30, 2022, Other operating expenses were $579,000 as compared to $558,000 for the nine months ended September 30, 2021. The increased operating expenses of $21,000 were primarily the result of increased professional fees of $19,000, decreased insurance expenses of $11,000, and increased other expenses of $13,000.
Interest and other income
For the nine months ended September 30, 2022, Interest and other income was $18,000 as compared to $53,000 for the nine months ended September 30, 2021. The decreased interest and other income of $35,000 was primarily the result of the investments in U.S. Treasury securities and the resulting interest income of $18,000, offset by decreased other income due to the extinguishment of debt of $53,000 during the nine months ended September 30, 2021.
Income taxes
For the nine months ended September 30, 2022 and 2021, the Company recorded zero and approximately $2,000 income tax expense from operations, respectively. No tax benefit has been recorded in relation to the pre-tax loss for the nine months ended September 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
| 11 |
Financial condition
Liquidity and Capital Resources
At September 30, 2022, the Company had cash and cash equivalents totaling $2,068,000, 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 30, 2023.
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 of Investments.
The decrease in cash and cash equivalents of $3,328,000 for the nine months ended September 30, 2022 was primarily the result of $863,000 used in operating activities, investment in U.S. Treasury Bills of $2,417,000, and the repurchase of Treasury stock for $48,000.
| 12 |
| 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, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 13 |
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. 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. At September 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30, 2022.
| Item 5. | Other Information |
None
| 14 |
| 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.
| 15 |
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 14, 2022 | By: | /s/ HARVEY P. EISEN | ||
| Name: | Harvey P. Eisen | |||
| Title: |
Chairman, President, and Chief Executive Officer (Principal Executive Officer) |
|||
| Date: November 14, 2022 | By: | /s/ HAROLD D. KAHN | ||
| Name: | Harold D. Kahn | |||
| Title: |
Acting Chief Financial Officer and Acting Principal (Principal Financial Officer) |
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16
Exhibit 31.1
CERTIFICATIONS
I, Harvey P. Eisen, certify that:
| 1. | I have reviewed this quarterly 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 14, 2022
| /s/ HARVEY P. EISEN | ||
| Name: | Harvey P. Eisen | |
| Title: | Chairman, President, and | |
| Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATIONS
I, Harold D. Kahn, certify that:
| 1. | I have reviewed this quarterly 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 14, 2022
| /s/ HAROLD D. KAHN | ||
| Name: | Harold D. Kahn | |
| Title: | Acting Chief Financial Officer and | |
| Acting Principal Accounting Officer | ||
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 Quarterly Report on Form 10-Q of Wright Investors’ Service Holdings, Inc. (the “Company”) for the fiscal quarter ended September 30, 2022 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 14, 2022 | |
| /s/ HAROLD D. KAHN | ||
| Name: | Harold D. Kahn | |
| Title: | Acting Chief Financial Officer and | |
| Acting Principal Accounting Officer | ||
| Date: | November 14, 2022 | |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
| Expenses | ||||
| Compensation and benefits | $ 110 | $ 111 | $ 340 | $ 335 |
| Other operating | 167 | 187 | 579 | 558 |
| Total operating expenses | 277 | 298 | 919 | 893 |
| Loss from operations | (277) | (298) | (919) | (893) |
| Interest and other income, net | 15 | 18 | 53 | |
| Loss from operations before income taxes | (262) | (298) | (901) | (840) |
| Income tax expense | (1) | (2) | ||
| Net loss | $ (262) | $ (299) | $ (901) | $ (842) |
| Basic and diluted weighted average common shares outstanding (in Shares) | 20,495,711 | 20,357,195 | 20,469,581 | 20,245,169 |
| Basic and diluted loss per share (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.04) |
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
| Income Statement [Abstract] | ||||
| Basic and diluted weighted average common shares outstanding | 20,495,711 | 20,357,195 | 20,469,581 | 20,245,169 |
| Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.04) |
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
| Statement of Comprehensive Income [Abstract] | ||||
| Net loss | $ (262) | $ (299) | $ (901) | $ (842) |
| Unrealized gain on available for sale securities | 4 | 4 | ||
| Comprehensive loss | $ (258) | $ (299) | $ (897) | $ (842) |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
Sep. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | ||
| Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 30,000,000 | 30,000,000 |
| Common stock, shares Issued | 21,343,680 | 21,025,748 |
| Common stock, shares outstanding | 20,335,711 | 20,210,529 |
| Common stock, shares issuable | 160,000 | 215,632 |
| Treasury stock, shares | 1,007,969 | 815,219 |
Basis of presentation and description of activities |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| Accounting Policies [Abstract] | ||||
| 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, 2021 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, 2021 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 2022 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 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. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.
The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of September 30, 2022, the Company is not considered an inadvertent investment company. |
New accounting guidance not yet adopted |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| New Accounting Guidance Not Yet Adopted [Abstract] | ||||
| 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. |
Per share data |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| Earnings Per Share [Abstract] | ||||
| Per share data |
Loss per share for the three months ended September 30, 2022 and 2021, respectively, is calculated based on 20,495,711 and 20,357,195 weighted average outstanding shares of common stock, including weighted average issuable shares of 160,000 and 146,666 at September 30, 2022 and 2021, respectively.
Loss per share for the nine months ended September 30, 2022 and 2021, respectively, is calculated based on 20,469,581 and 20,245,169 weighted average outstanding shares of common stock, including weighted average 152,276 and 294,166 shares which are issuable at September 30, 2022 and 2021, respectively. |
Investment valuation |
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Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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:
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, 2022 and December 31, 2021, the Company held $2,421,000 and $5,250,000 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, 2022 and December 31, 2021.
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 Shareholders' equity. Declines in market value from the original cost deemed to be "other-than-temporary" are charged to Interest and other income, net, in the period in which the loss occurs. The Company considers both the duration for which a decline in value has occurred and the extent of the decline in its determination of whether a decline in value has been “other 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):
Investments in debt securities as of September 30, 2022 are summarized by type below (in thousands).
|
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Income taxes |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| Income Tax Disclosure [Abstract] | ||||
| Income taxes |
No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2022 and 2021, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. |
Capital Stock |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| Stockholders' Equity Note [Abstract] | ||||
| 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. At September 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30, 2022.
During the quarter ended September 30, 2022, a) the Company incurred $20,000 of director fees payable in 80,000 shares of its common stock to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in the third quarter of 2022, which were not issued as of September 30, 2022. As of September 30, 2022, there were 160,000 shares of Company common stock to be issued to the independent directors of the Company, in payment of quarterly directors’ fees due to them for services in the second and third quarters of 2022. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act. |
Incentive stock plans and stock-based compensation |
9 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2022 | ||||
| Share-Based Payment Arrangement [Abstract] | ||||
| 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, 2022, all shares had vested and were issued.
The Company recorded compensation expense of zero and approximately $3,000 for each of the three months ended September 30, 2022 and 2021, respectively, related to those stock awards. The Company recorded compensation expense of approximately $1,750 and $10,300 for each of the nine months ended September 30, 2022 and 2021, respectively, related to those stock awards. There was no unrecognized compensation expense related to these unvested stock awards at September 30, 2022.
Common stock options
The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws.
As of September 30, 2022, all options were vested and there were no outstanding options under the 2007 NPDC Plan. There were no grants, forfeitures or exercises of options during the three and nine months ended September 30, 2022. |
Investment valuation (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of financial instruments at fair value |
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| Schedule of investments in debt securities |
|
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Per share data (Details) - shares |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
| Earnings Per Share [Abstract] | ||||
| Weighted average outstanding shares of common stock | 20,495,711 | 20,357,195 | 20,469,581 | 20,245,169 |
| Antidilutive securities excluded from computation of earnings per share, amount | 160,000 | 146,666 | 152,276 | 294,166 |
Investment valuation (Details) - US Government Debt Securities [Member] - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Investment valuation (Details) [Line Items] | ||
| Investments in U.S. Treasury bills | $ 2,421,000 | |
| U.S. Treasury bills included in cash and cash equivalents | $ 5,250,000 |
Investment valuation (Details) - Schedule of financial instruments at fair value - USD ($) $ in Thousands |
Sep. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Derivatives, Fair Value [Line Items] | ||
| Investments in U.S. Treasury bills | $ 2,421 | |
| U.S. Treasury bills included in cash and cash equivalents | $ 5,250 | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
| Derivatives, Fair Value [Line Items] | ||
| Investments in U.S. Treasury bills | ||
| U.S. Treasury bills included in cash and cash equivalents | ||
| Significant Other Observable Inputs (Level 2) | ||
| Derivatives, Fair Value [Line Items] | ||
| Investments in U.S. Treasury bills | 2,421 | |
| U.S. Treasury bills included in cash and cash equivalents | 5,250 | |
| Significant Unobservable Inputs (Level 3) | ||
| Derivatives, Fair Value [Line Items] | ||
| Investments in U.S. Treasury bills | ||
| U.S. Treasury bills included in cash and cash equivalents |
Investment valuation (Details) - Schedule of investments in debt securities $ in Thousands |
9 Months Ended |
|---|---|
|
Sep. 30, 2022
USD ($)
| |
| Investment valuation (Details) - Schedule of investments in debt securities [Line Items] | |
| Amortized Cost | $ 2,417 |
| Unrealized Gains | 4 |
| Unrealized Losses | |
| Fair Value | 2,421 |
| U.S. Treasury bills [Member] | |
| Investment valuation (Details) - Schedule of investments in debt securities [Line Items] | |
| Amortized Cost | 2,417 |
| Unrealized Gains | 4 |
| Unrealized Losses | |
| Fair Value | $ 2,421 |
Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | |
|---|---|---|---|
Apr. 05, 2022 |
Sep. 30, 2022 |
Sep. 30, 2022 |
|
| Capital Stock (Details) [Line Items] | |||
| Authorized number of shares to be repurchased | 5,000,000 | 5,000,000 | |
| Number of shares repurchased | 192,750 | 2,234,721 | |
| Transaction price per share (in Dollars per share) | $ 0.25 | ||
| Transaction amount (in Dollars) | $ 48,000 | ||
| Remaining number of shares available for repurchase | 2,765,279 | 2,765,279 | |
| Director [Member] | |||
| Capital Stock (Details) [Line Items] | |||
| Director fees payable (in Dollars) | $ 20,000 | ||
| Common stock shares issued for services | 80,000 | ||
| Common stock to be issued | 160,000 | 160,000 |
Incentive stock plans and stock-based compensation (Details) - Newly appointed director [Member] - Stock Awards [Member] - USD ($) |
1 Months Ended | 3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|---|
Feb. 13, 2019 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Sep. 30, 2022 |
Sep. 30, 2021 |
|
| Incentive stock plans and stock-based compensation (Details) [Line Items] | |||||
| Stock awards, Granted (in Shares) | 100,000 | ||||
| Vesting period for plan | 3 years | ||||
| Share price of stock awards granted (in Dollars per share) | $ 0.42 | ||||
| Compensation expense | $ 0 | $ 3,000 | $ 1,750 | $ 10,300 | |