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 June 30, 2024
   
or
 
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from _____ to _____

 

Commission File Number: 000-50587

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   13-4005439

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

118 North Bedford Road, Ste. 100, Mount Kisco, NY 10549
(Address of principal executive offices) (Zip code)

 

(914) 242-5700
(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-accelerated filer ☒   Smaller reporting company ☒
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  Yes ☐  No ☐

 

   
 

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  Yes ☐  No ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period. Yes ☐  No ☐

 

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 August 12, 2024, there were 20,620,711 shares of the registrant’s common stock, $0.01 par value, outstanding. 

 

 

   
 

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

TABLE OF CONTENTS

 

  Part I.  Financial Information Page No.
     
Item 1. Financial Statements of Wright Investors’ Service Holdings, Inc. 1
     
 

Condensed Consolidated Balance Sheets-

June 30, 2024 (Unaudited) and December 31, 2023

 1
     
 

Condensed Consolidated Statements of Operations-

Three Months and Six Months Ended June 30, 2024 and 2023 (Unaudited)

 2
     
  Condensed Consolidated Statements of Comprehensive Loss- 3
 

Three Months and Six Months Ended June 30, 2024 and 2023 (Unaudited)

  
     
 

Condensed Consolidated Statements of Changes in Stockholders’ Equity-

Three Months and Six Months Ended June 30, 2024 and 2023 (Unaudited)

 4
     
 

Condensed Consolidated Statements of Cash Flows -

Six Months Ended June 30, 2024 and 2023 (Unaudited)

 5
     
 

Notes to Condensed Consolidated Financial Statements -

Three Months and Six Months Ended June 30, 2024 and 2023 (Unaudited)

 6
     
Item 2.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

 10
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
     
Item 4. Controls and Procedures 13
     
  Part II. Other Information  
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
     
Item 5. Other Information 14
     
Item 6. Exhibits 15
   
SIGNATURES 16

 

   

 

PART I. FINANCIAL INFORMATION

 

Item 1.Financial Statements.

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

   June 30,   December 31, 
   2024   2023 
   (unaudited)     
Assets        
Current assets        
Cash and cash equivalents  $2,332   $125 
Investments   504    3,144 
Prepaid expenses and other current assets   33    97 
Total current assets   2,869    3,366 
           
Other assets   8    8 
           
Total assets  $2,877   $3,374 
           
Liabilities and stockholders’ equity          
           
Current liabilities          

Accounts payable and accrued expenses

  $78   $83 
Total current liabilities   78    83 
           

Total liabilities

  $78   $83 
           

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 21,628,680
as of June 30, 2024 and December 31, 2023;
outstanding 20,620,711 at June 30, 2024 and December 31, 2023.		   216    216 
Additional paid-in capital   34,392    34,392 
Accumulated deficit   (30,062)   (29,610)
Accumulated other comprehensive income   
-
    40 
Treasury stock, at cost (1,007,969 shares at June 30, 2024 and December 31, 2023)   (1,747)   (1,747)
Total stockholders' equity   2,799    3,291 
Total liabilities and stockholders’ equity  $2,877   $3,374 

 

See accompanying notes to condensed consolidated financial statements.

 

 1 

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2024   2023   2024   2023 
                 
Expenses                
Compensation and benefits  $115   $116   $228   $231 
Other operating   154    189    326    394 
Total operating expenses   269    305    554    625 
Loss from operations   (269)   (305)   (554)   (625)
Interest and other income   36    23    102    29 
Loss from operations   (233)   (282)   (452)   (596)
Net loss  $(233)  $(282)  $(452)  $(596)
                     
Basic and diluted weighted average common
shares outstanding
   20,620,711    20,620,711    20,620,711    20,620,711 
                     
Basic and diluted loss per share
  $(0.01)  $(0.01)  $(0.02)  $(0.03)

 

See accompanying notes to condensed consolidated financial statements.

 

 2 

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands, except per share amounts)

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2024   2023   2024   2023 
                 
                 
Net loss  $(233)  $(282)  $(452)  $(596)
Unrealized gain (loss) on available for sale securities   
-
    22    (40)   57 
Comprehensive loss  $(233)  $(260)  $(492)  $(539)

 

See accompanying notes to condensed consolidated financial statements.

 

 3 

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE AND SIX MONTHS ENDED June 30, 2024 and 2023

(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, 2022   21,343,680   $213   $34,395   $(28,604)  $32   $(1,747)  $4,289 
Net loss   -    
-
    
-
    (314)   
-
    
-
    (314)
Stock based compensation expense to directors   285,000    3    (3)   
-
    
-
    
-
    
-
 
Other comprehensive income   -    
-
    
-
    
-
    35    
-
    35 
Balance at March 31, 2023   21,628,680   $216   $34,392   $(28,918)  $67   $(1,747)  $4,010 
Net loss   -    
-
    
-
    (282)   
-
    
-
    (282)
Other comprehensive income   -    
-
    
-
    
-
    22    
-
    22 
Balance at June 30, 2023   21,628,680   $216   $34,392   $(29,200)  $89   $(1,747)  $3,750 

 

                                   
                                    
Balance at December 31, 2023   21,628,680   $216   $34,392   $(29,610)  $40   $(1,747)  $3,291 
Net loss   -    
-
    
-
    (219)   
-
    
-
    (219)
Other comprehensive income   -    
-
    
-
    
-
    (40)   
-
    (40)
Balance at March 31, 2024   21,628,680   $216   $34,392   $(29,829)  $
-
   $(1,747)  $3,032 
Net loss   -    
-
    
-
    (233)   
-
    
-
    (233)
Balance at June 30, 2024   21,628,680   $216   $34,392   $(30,062)  $
-
   $(1,747)  $2,799 

 

See accompanying notes to condensed consolidated financial statements.

 

 4 

 

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

   Six Months Ended
June 30,		 
   2024   2023 
Cash flows from operating activities        
         
Net loss  $(452)  $(596)
Adjustments to reconcile net loss to net cash used in operating activities:          
Realized gain on investments   (56)   
-
 
Income tax receivable   
-
    73 
Changes in other operating items:
Prepaid expenses and other current assets		   64    57 
Accounts payable and accrued expenses   (5)   11 
Net cash used in operating activities   (449)   (455)

 

Cash flows from investing activities

          
Proceeds from redemptions and sale of investments   3,210    575 
Purchase of investments   (554)   
-
 
Net cash provided by investing activities   2,656    575 
           
Net increase in cash and cash equivalents   2,207    120 
Cash and cash equivalents at the beginning of the period   125    90 
Cash and cash equivalents at the end of the period  $2,332   $210 
           
Supplemental disclosures of cash flow information          
Net cash refunded during the period for income taxes  $
-
   $(73)
Unrealized (loss) gain on available for sale securities  $(40)  $57 

 

See accompanying notes to condensed consolidated financial statements. 

 

 5 

 

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

 

Notes to Condensed Consolidated Financial Statements

 

Three months ended June 30, 2024 and 2023

 

(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, 2023 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2024 interim period are not necessarily indicative of results to be expected for the entire year.

 

Description of activities

 

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

 

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents and Investment in U.S. Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

 

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s total assets (exclusive of government securities). As of June 30, 2024, the Company is not considered an inadvertent investment company.

 

2.Per share data

 

Loss per share for the three and six months ended June 30, 2024 and 2023 is calculated based on 20,620,711 weighted average outstanding shares of common stock.

 

 6 

 

3.Investment valuation

 

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs.

 

A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

 

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

 

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

 

Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

 

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

 

As of June 30, 2024, the Company held investments in U.S. government debt securities (U.S. Treasury Bills) of $593,000 which are included in cash and cash equivalents. As of December 31, 2023, the Company held investments in U.S. Treasury Bills of $2,409,000. As of June 30, 2024 and December 31, 2023, the Company held investments in equity securities which consist of mutual funds of $504,000 and $735,000, respectively. U.S. Treasury Bills 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. Mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. Treasury Bills are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. Mutual funds are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets. The U.S. Treasury Bills, 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 June 30, 2024 and December 31, 2023. 

 

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. For debt securities, unrealized gains and losses are recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Credit losses related to available-for-sale debt securities are recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Condensed Consolidated Statements of Operations.

 

The Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with unrealized and realized gains and losses recorded in Interest and other income, net, on the Condensed Consolidated Statements of Operations.

 

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

 

  

Fair Value Measurements

as of June 30, 2024

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in Mutual Funds  $504   $504   $
-
   $
-
 

 

 7 

 

  

Fair Value Measurements

as of December 31, 2023

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                 
Investments in U.S. Treasury Bills  $2,409   $
-
   $2,409    
-
 
Investments in Mutual Funds   735    735    
-
    
-
 
                     
Total  $3,144   $735   $2,409    
-
 

 

Investments in equity securities as of June 30, 2024 are summarized by type below (in thousands).

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
Mutual Funds  $504   $
-
   $
-
   $504 

 

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

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
U.S. Treasury Bills  $2,369   $40   $
-
   $2,409 
Mutual Funds   735    
-
    
-
    735 
Total  $3,104   $40   $
-
   $3,144 

 

All investments in debt securities are due in one year or less as of June 30, 2024.

 

Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the six months ended June 30, 2024 is as follows:

 

Balance at December 31, 2023  $40 
Amounts reclassified from accumulated other
Comprehensive income to interest income and other income		   (56)
      
    (16)
      
Net current-period other comprehensive income   16 
      
Balance at June 30, 2024  $
-
 

 

 8 

 

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of June 30, 2024, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.

 

4.Income taxes

 

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2024 and 2023, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.

 

5.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. At June 30, 2024 and 2023, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2024.

 

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.

 

 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, 2023 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 27, 2024.

 

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, U.S. Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and Investments in U.S. Treasury Bills and mutual funds to stockholders.

 

Results of operations

 

Three months ended June 30, 2024 compared to the three months ended June 30, 2023

 

For the three months ended June 30, 2024, the Company had a loss from operations of $233,000 compared to a loss from operations of $282,000 for the three months ended June 30, 2023.

 

The decreased loss from operations of $49,000 was primarily a result of a decrease in Other operating expenses of $35,000 for the three months ended June 30, 2023, offset by an increase in Interest and other income of $13,000.

 

Compensation and benefits

 

For the three months ended June 30, 2024, Compensation and benefits were $115,000 as compared to $116,000 for the three months ended June 30, 2023.

 

 10 

 

Other operating expenses

 

For the three months ended June 30, 2024, Other operating expenses were $154,000 as compared to $189,000 for the three months ended June 30, 2023. The decreased operating expenses of $35,000 were primarily the result of decreased fees related to the repair and maintenance of Company owned dam properties of $41,000, offset by increased professional fees of $6,000.

 

Interest and other income

 

For the three months ended June 30, 2024, Interest and other income was $36,000 as compared to $23,000 for the three months ended June 30, 2023. The increased interest and other income of $13,000 was primarily the result of $10,000 of interest income earned from investments in U.S. Treasury Bills during the three months ended June 30, 2024.

 

Income taxes

  

For the three months ended June 30, 2024 and 2023, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the three months ended June 30, 2024 and 2023, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

 

Six months ended June 30, 2024 compared to the six months ended June 30, 2023

 

For the six months ended June 30, 2024, the Company had a loss from operations of $452,000 compared to a loss from operations before income taxes of $596,000 for the six months ended June 30, 2023. 

 

The decreased loss from operations of $144,000 was primarily the result of a decrease in Other operating expenses of $68,000 for six months ended June 30, 2023, offset by an increase in Interest and other income of $73,000.

 

Compensation and benefits

 

For the six months ended June 30, 2024, Compensation and benefits were $228,000 as compared to $231,000 for the six months ended June 30, 2023.

 

Other operating expenses

 

For the six months ended June 30, 2024, Other operating expenses were $326,000 as compared to $394,000 for the six months ended June 30, 2023. The decreased operating expenses of $68,000 were primarily the result of decreased travel and entertainment expenses of $16,000, decreased professional fees of $3,000, and decreased expenses related to the repair and maintenance of the Company owned dam properties of $49,000. The dam properties were fully impaired as of December 31, 2018.

 

Interest and other income

 

For the six months ended June 30, 2024, Interest and other income was $102,000 as compared to $29,000 for the six months ended June 30, 2023. The increased interest and other income of $73,000 was primarily the result of the investments in U.S. Treasury Bills and the resulting interest income during the six months ended June 30, 2024.

 

Income taxes

  

For the six months ended June 30, 2024 and 2023, the Company recorded no income tax expense from operations. No tax benefit has been recorded in relation to the pre-tax loss for the six months ended June 30, 2024 and 2023, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses. 

 

 11 

 

Financial condition

 

Liquidity and Capital Resources

 

At June 30, 2024, the Company had cash and cash equivalents totaling $2,332,000 and investments in mutual funds totaling $504,000 which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s general and administrative expenses. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents and investments to stockholders. The Company believes that its working capital is sufficient to support its operating requirements through September 30, 2025.

 

Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Please refer to note 3 for classification of Investments.

 

The increase in cash and cash equivalents of $2,207,000 for the six months ended June 30, 2024 was primarily the result of $449,000 used in operating activities, $554,000 used in the purchase of mutual funds, and the redemption of investments of $3,210,000.

 

 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 June 30, 2024 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. At June 30, 2024, the Company had repurchased 2,234,721 shares of its common stock and, a total of 2,765,279 shares remained available for repurchase at June 30, 2023, pursuant to the 5,000,000 shares repurchase plans. The Company did not repurchase shares of common stock during the quarter ended June 30, 2024.

 

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:  August 12, 2024 By: /s/ HARVEY P. EISEN  
    Name: Harvey P. Eisen  
    Title:

Chairman, President, and Chief Executive Officer

(Principal Executive Officer)

  

 

 

 

Date:  August 12, 2024 By: /s/ HAROLD D. KAHN  
    Name: Harold D. Kahn  
    Title:

Acting Chief Financial Officer and Acting Principal
Accounting Officer

(Principal Financial Officer)

  

 

 

16

 

 

 

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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: August 12, 2024

 

/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: August 12, 2024

 

/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 June 30, 2024 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: August 12, 2024  

 

 

/s/ HAROLD D. KAHN  
Name: Harold D. Kahn  
Title: Acting Chief Financial Officer and  
  Acting Principal Accounting Officer  
Date: August 12, 2024  

 

 

 

 

 

 

v3.24.2.u1
Cover - shares
 6 Months Ended
Jun. 30, 2024
Aug. 12, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Jun. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Information [Line Items]    
Entity Registrant Name WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.  
Entity Central Index Key 0001279715  
Entity File Number 000-50587  
Entity Tax Identification Number 13-4005439  
Entity Incorporation, State or Country Code DE  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company true  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 118 North Bedford Road  
Entity Address, Address Line Two Ste. 100  
Entity Address, City or Town Mount Kisco  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10549  
Entity Phone Fax Numbers [Line Items]    
City Area Code (914)  
Local Phone Number 242-5700  
Entity Listings [Line Items]    
Trading Symbol IWSH  
Security Exchange Name NONE  
Title of 12(g) Security Common Stock, $0.01 par value  
Entity Common Stock, Shares Outstanding   20,620,711
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 2,332 $ 125
Investments 504 3,144
Prepaid expenses and other current assets 33 97
Total current assets 2,869 3,366
Other assets 8 8
Total assets 2,877 3,374
Current liabilities    
Accounts payable and accrued expenses 78 83
Total current liabilities 78 83
Total liabilities 78 83
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 21,628,680 as of June 30, 2024 and December 31, 2023; outstanding 20,620,711 at June 30, 2024 and December 31, 2023. 216 216
Additional paid-in capital 34,392 34,392
Accumulated deficit (30,062) (29,610)
Accumulated other comprehensive income 40
Treasury stock, at cost (1,007,969 shares at June 30, 2024 and December 31, 2023) (1,747) (1,747)
Total stockholders' equity 2,799 3,291
Total liabilities and stockholders’ equity $ 2,877 $ 3,374
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
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 21,628,680 21,628,680
Common stock, shares outstanding 20,620,711 20,620,711
Treasury stock, shares 1,007,969 1,007,969
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Expenses        
Compensation and benefits $ 115 $ 116 $ 228 $ 231
Other operating 154 189 326 394
Total operating expenses 269 305 554 625
Loss from operations (269) (305) (554) (625)
Interest and other income 36 23 102 29
Loss from operations (233) (282) (452) (596)
Net loss $ (233) $ (282) $ (452) $ (596)
Basic weighted average common shares outstanding (in Shares) 20,620,711 20,620,711 20,620,711 20,620,711
Basic loss per share (in Dollars per share) $ (0.01) $ (0.01) $ (0.02) $ (0.03)
v3.24.2.u1
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Diluted weighted average common shares outstanding 20,620,711 20,620,711 20,620,711 20,620,711
Diluted loss per share $ (0.01) $ (0.01) $ (0.02) $ (0.03)
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net loss $ (233) $ (282) $ (452) $ (596)
Unrealized gain (loss) on available for sale securities 22 (40) 57
Comprehensive loss $ (233) $ (260) $ (492) $ (539)
v3.24.2.u1
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)
$ in Thousands
Common stock (Issued)
Additional paid -in capital
Accumulated deficit
Accumulated other comprehensive income
Treasury stock, at cost
Total
Balance at Dec. 31, 2022 $ 213 $ 34,395 $ (28,604) $ 32 $ (1,747) $ 4,289
Balance (in Shares) at Dec. 31, 2022 21,343,680          
Net loss (314) (314)
Stock based compensation expense to directors $ 3 (3)
Stock based compensation expense to directors (in Shares) 285,000          
Other comprehensive income 35 35
Balance at Mar. 31, 2023 $ 216 34,392 (28,918) 67 (1,747) 4,010
Balance (in Shares) at Mar. 31, 2023 21,628,680          
Balance at Dec. 31, 2022 $ 213 34,395 (28,604) 32 (1,747) 4,289
Balance (in Shares) at Dec. 31, 2022 21,343,680          
Net loss           (596)
Balance at Jun. 30, 2023 $ 216 34,392 (29,200) 89 (1,747) 3,750
Balance (in Shares) at Jun. 30, 2023 21,628,680          
Balance at Mar. 31, 2023 $ 216 34,392 (28,918) 67 (1,747) 4,010
Balance (in Shares) at Mar. 31, 2023 21,628,680          
Net loss (282) (282)
Other comprehensive income 22 22
Balance at Jun. 30, 2023 $ 216 34,392 (29,200) 89 (1,747) 3,750
Balance (in Shares) at Jun. 30, 2023 21,628,680          
Balance at Dec. 31, 2023 $ 216 34,392 (29,610) 40 (1,747) 3,291
Balance (in Shares) at Dec. 31, 2023 21,628,680          
Net loss (219) (219)
Other comprehensive income (40) (40)
Balance at Mar. 31, 2024 $ 216 34,392 (29,829) (1,747) 3,032
Balance (in Shares) at Mar. 31, 2024 21,628,680          
Balance at Dec. 31, 2023 $ 216 34,392 (29,610) 40 (1,747) 3,291
Balance (in Shares) at Dec. 31, 2023 21,628,680          
Net loss           (452)
Balance at Jun. 30, 2024 $ 216 34,392 (30,062) (1,747) 2,799
Balance (in Shares) at Jun. 30, 2024 21,628,680          
Balance at Mar. 31, 2024 $ 216 34,392 (29,829) (1,747) 3,032
Balance (in Shares) at Mar. 31, 2024 21,628,680          
Net loss (233) (233)
Balance at Jun. 30, 2024 $ 216 $ 34,392 $ (30,062) $ (1,747) $ 2,799
Balance (in Shares) at Jun. 30, 2024 21,628,680          
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities    
Net loss $ (452) $ (596)
Adjustments to reconcile net loss to net cash used in operating activities:    
Realized gain on investments (56)
Income tax receivable 73
Prepaid expenses and other current assets 64 57
Accounts payable and accrued expenses (5) 11
Net cash used in operating activities (449) (455)
Cash flows from investing activities    
Proceeds from redemptions and sale of investments 3,210 575
Purchase of investments (554)
Net cash provided by investing activities 2,656 575
Net increase in cash and cash equivalents 2,207 120
Cash and cash equivalents at the beginning of the period 125 90
Cash and cash equivalents at the end of the period 2,332 210
Supplemental disclosures of cash flow information    
Net cash refunded during the period for income taxes (73)
Unrealized (loss) gain on available for sale securities $ (40) $ 57
v3.24.2.u1
Basis of Presentation and Description of Activities
 6 Months Ended
Jun. 30, 2024
Basis of Presentation and Description of Activities [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, 2023 has been derived from audited financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 as presented in our Annual Report on Form 10-K. In the opinion of management, this interim information includes all material adjustments, which are of a normal and recurring nature, necessary for a fair presentation. The results for the 2024 interim period are not necessarily indicative of results to be expected for the entire year.

 

Description of activities

 

Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents and investments in U.S. Treasury Bills, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.

 

The Company intends to evaluate and explore all available strategic options. The Company will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of the Company’s cash and cash equivalents and investments in U.S. Treasury Bills and mutual funds. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its liquid assets in high-grade, short- term investments (such as cash and cash equivalents and Investment in U.S. Treasury Bills and mutual funds) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation.

 

The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of the Company’s total assets (exclusive of government securities). As of June 30, 2024, the Company is not considered an inadvertent investment company.
v3.24.2.u1
Per Share Data
 6 Months Ended
Jun. 30, 2024
Per Share Data [Abstract]  
Per share data
2.Per share data

 

Loss per share for the three and six months ended June 30, 2024 and 2023 is calculated based on 20,620,711 weighted average outstanding shares of common stock.
v3.24.2.u1
Investment Valuation
 6 Months Ended
Jun. 30, 2024
Investment valuation [Abstract]  
Investment valuation
3.Investment valuation

 

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs.

 

A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels:

 

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

 

Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

 

Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

 

An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities.

 

As of June 30, 2024, the Company held investments in U.S. government debt securities (U.S. Treasury Bills) of $593,000 which are included in cash and cash equivalents. As of December 31, 2023, the Company held investments in U.S. Treasury Bills of $2,409,000. As of June 30, 2024 and December 31, 2023, the Company held investments in equity securities which consist of mutual funds of $504,000 and $735,000, respectively. U.S. Treasury Bills 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. Mutual funds are valued at the closing price reported by the fund sponsor from an actively traded exchange. U.S. Treasury Bills are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. Mutual funds are categorized in Level 1 of the fair value hierarchy, depending on the unadjusted quoted prices in active markets for identical assets. The U.S. Treasury Bills, 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 June 30, 2024 and December 31, 2023. 

 

Short-term investments in marketable securities have a stated maturity of twelve months or less from the balance sheet date. These securities are considered as available for sale and are reported at fair value. For debt securities, unrealized gains and losses are recorded net of tax as a component of Accumulated other comprehensive income within stockholders' equity. Credit losses related to available-for-sale debt securities are recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Realized gains and losses are calculated based on the specific identification method and are included in Interest and other income, net, in the Condensed Consolidated Statements of Operations.

 

The Company follows the guidance in ASC 321, “Investments – Equity Securities” (“ASC 321”) for its investments in equity securities with unrealized and realized gains and losses recorded in Interest and other income, net, on the Condensed Consolidated Statements of Operations.

 

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

 

  

Fair Value Measurements

as of June 30, 2024

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in Mutual Funds  $504   $504   $
-
   $
-
 

 

  

Fair Value Measurements

as of December 31, 2023

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                 
Investments in U.S. Treasury Bills  $2,409   $
-
   $2,409    
-
 
Investments in Mutual Funds   735    735    
-
    
-
 
                     
Total  $3,144   $735   $2,409    
-
 

 

Investments in equity securities as of June 30, 2024 are summarized by type below (in thousands).

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
Mutual Funds  $504   $
-
   $
-
   $504 

 

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

 

  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
U.S. Treasury Bills  $2,369   $40   $
-
   $2,409 
Mutual Funds   735    
-
    
-
    735 
Total  $3,104   $40   $
-
   $3,144 

 

All investments in debt securities are due in one year or less as of June 30, 2024.

 

Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the six months ended June 30, 2024 is as follows:

 

Balance at December 31, 2023  $40 
Amounts reclassified from accumulated other
Comprehensive income to interest income and other income		   (56)
      
    (16)
      
Net current-period other comprehensive income   16 
      
Balance at June 30, 2024  $
-
 

 

The Company may be exposed to credit losses through its available-for-sale investments. An available-for-sale security is impaired when its fair value declines below its amortized cost basis. Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit losses. When evaluating the investments for impairment at each reporting period, the Company reviews factors such as the extent of the unrealized loss, historical losses, current and future economic market conditions, and financial condition of the issuer. As of June 30, 2024, the Company has not recognized an allowance for expected credit losses related to its available-for-sale securities as the Company has not identified any unrealized losses for these investments attributable to credit factors.
v3.24.2.u1
Income Taxes
 6 Months Ended
Jun. 30, 2024
Income Taxes [Abstract]  
Income taxes
4.Income taxes

 

No tax benefit has been recorded in relation to the pre-tax loss for the three and six months ended June 30, 2024 and 2023, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the losses.
v3.24.2.u1
Capital Stock
 6 Months Ended
Jun. 30, 2024
Capital Stock [Abstract]  
Capital Stock
5.Capital Stock

 

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

 

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At June 30, 2024 and 2023, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of June 30, 2024.

 

In March 2023, the Company amended its Directors’ Compensation Program for Directors who are not employees of the Company to provide that effective January 1, 2023 and as long as the Company remains a shell company (i) the issuance of any annual stock compensation for Directors serving as a member of the Board or a committee of the Board shall be terminated, and (ii) the payment of any cash compensation for attendance in person or by telephone of meetings of the Board or committees of the Board shall be terminated.
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (233) $ (219) $ (282) $ (314) $ (452) $ (596)
v3.24.2.u1
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Investment Valuation (Tables)
 6 Months Ended
Jun. 30, 2024
Investment valuation [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 June 30, 2024

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                     
Investments in Mutual Funds  $504   $504   $
-
   $
-
 

 

  

Fair Value Measurements

as of December 31, 2023

 
   Total   Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)		   Significant
Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		 
                 
Investments in U.S. Treasury Bills  $2,409   $
-
   $2,409    
-
 
Investments in Mutual Funds   735    735    
-
    
-
 
                     
Total  $3,144   $735   $2,409    
-
 
Schedule of Investments in Debt and Equity Securities Investments in equity securities as of June 30, 2024 are summarized by type below (in thousands).
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
Mutual Funds  $504   $
-
   $
-
   $504 
Investments in debt and equity securities as of December 31, 2023 are summarized by type below (in thousands).
  

Amortized

Cost

  

Gross

Unrealized

Gains

  

Gross

Unrealized

Losses

  

Fair

Value

 
U.S. Treasury Bills  $2,369   $40   $
-
   $2,409 
Mutual Funds   735    
-
    
-
    735 
Total  $3,104   $40   $
-
   $3,144 
Schedule of Changes in the Accumulated Other Comprehensive Income Balance Changes in the accumulated other comprehensive income balance, net of income taxes, relates solely to net unrealized gain on available-for-sale securities for the six months ended June 30, 2024 is as follows:
Balance at December 31, 2023  $40 
Amounts reclassified from accumulated other
Comprehensive income to interest income and other income		   (56)
      
    (16)
      
Net current-period other comprehensive income   16 
      
Balance at June 30, 2024  $
-
 

 
v3.24.2.u1
Per Share Data (Details) - shares
 3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Per Share Data [Abstract]        
Weighted average outstanding shares 20,620,711 20,620,711 20,620,711 20,620,711
v3.24.2.u1
Investment Valuation (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Investment Valuation [Line Items]    
Equity securities $ 504,000 $ 735,000
Debt Securities [Member]    
Investment Valuation [Line Items]    
Debt securities 593,000 2,409,000
Mutual Fund [Member]    
Investment Valuation [Line Items]    
Equity securities $ 504,000 $ 735,000
v3.24.2.u1
Investment Valuation (Details) - Schedule of Financial Instruments at Fair Value - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total $ 504 $ 3,144
Fair Value, Inputs, Level 1 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total   735
Fair Value, Inputs, Level 2 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total   2,409
Fair Value, Inputs, Level 3 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total  
Investments in Mutual Funds [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total 504 735
Investments in Mutual Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total 504 735
Investments in Mutual Funds [Member] | Fair Value, Inputs, Level 2 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total
Investments in Mutual Funds [Member] | Fair Value, Inputs, Level 3 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total
Investments in U.S. Treasury bills [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total   2,409
Investments in U.S. Treasury bills [Member] | Fair Value, Inputs, Level 1 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total  
Investments in U.S. Treasury bills [Member] | Fair Value, Inputs, Level 2 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total   2,409
Investments in U.S. Treasury bills [Member] | Fair Value, Inputs, Level 3 [Member]    
Financial Instruments Owned and Pledged as Collateral [Line Items]    
Total  
v3.24.2.u1
Investment Valuation (Details) - Schedule of Investments in Debt and Equity Securities - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Schedule of Investments in Debt and Equity Securities [Abstract]    
Mutual Funds Amortized Cost $ 504 $ 735
Mutual Funds Gross Unrealized Gains
Mutual Funds Gross Unrealized Losses
Mutual Funds Fair Value 504 735
U.S. Treasury Bills Amortized Cost   2,369
U.S. Treasury Bills Gross Unrealized Gains   40
U.S. Treasury Bills Gross Unrealized Losses  
U.S. Treasury Bills Fair Value   2,409
Debt and Equity Amortized Cost   3,104
Debt and Equity Gross Unrealized Gains   40
Debt and Equity Gross Unrealized Losses  
Debt and Equity Fair Value $ 504 $ 3,144
v3.24.2.u1
Investment Valuation (Details) - Schedule of Changes in the Accumulated Other Comprehensive Income Balance
$ in Thousands
 6 Months Ended
Jun. 30, 2024
USD ($)
Schedule of Changes in the Accumulated Other Comprehensive Income Balance [Abstract]  
Balance $ 40
Net current-period other comprehensive income 16
Balance
Amounts reclassified from accumulated other Comprehensive income to interest income and other income (56)
Changes in the accumulated other comprehensive income $ (16)
v3.24.2.u1
Capital Stock (Details) - shares
 6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Capital Stock [Abstract]    
Authorized number of shares to be repurchased 5,000,000  
Number of shares repurchased 2,234,721 2,234,721
Remaining number of shares available for repurchase 2,765,279  
Wright Investors Service (PK) (USOTC:IWSH)
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