10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2014
or
o	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.)

100 South Bedford Road, Suite 2R, 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  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No  x   

As of May 12, 2014, there were 18,484,210 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 and Subsidiaries	1
	Condensed  Consolidated Statements of Operations-
	Three Months Ended March 31, 2014 and 2013 (Unaudited)	1
	Condensed  Consolidated Balance Sheets -
	March 31, 2014 (Unaudited) and December 31, 2013	2
	Condensed  Consolidated Statements of Cash Flows -
	Three Months Ended March 31, 2014 and 2013(Unaudited)	3
	Condensed  Consolidated Statement of Changes in Stockholders’ Equity-
	Three Months Ended March 31, 2014 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements - Three Months Ended March 31, 2014 and 2013 (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30
SIGNATURES		31

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 March 31,
	2014			2013
Revenues
Investment management services	$	689		$	664
Other investment advisory services		628			687
Financial research and related data		155			163
		1,472			1,514
Expenses
Selling, general and administrative		2,291			2,521
		2,291			2,521
Operating loss		(819	)		(1,007	)
Investment and other income,  net		10			29
Gain on sale of investment in MXL		719			-
Change in fair value of contingent consideration		(26	)		(35	)
Loss from continuing operations before income taxes		(116	)		(1,013	)
Income tax expense		(9	)		(3	)
Loss from continuing operations		(125	)		(1,016	)
Loss from discontinued operations, net of taxes		-			(266	)
Net loss	$	(125	)	$	(1,282	)
Basic and diluted loss per share
Continuing operations	$	(0.01	)	$	(0.06	)
Discontinued operations		-			(0.01	)
Net loss	$	(0.01	)	$	(0.07	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31,			December 31,
	2014			2013
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	12,636		$	12,566
Short-term investments		136			132
Accounts receivable, net		356			322
Refundable and prepaid income taxes		33			16
Prepaid expenses and other current assets		266			393
Total current assets		13,427			13,429
Property and equipment, net		43			49
Intangible assets, net		3,759			3,918
Goodwill		3,364			3,364
Investment in undeveloped land		355			355
Other assets		50			325
Total assets	$	20,998		$	21,440
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	999		$	1,402
Deferred revenue		7			14
Current portion of officers retirement bonus liability		100			100
Total current liabilities		1,106			1,516
Liability for contingent consideration		532			506
Officers retirement bonus liability, net of current portion		797			802
Total liabilities		2,435			2,824
Stockholders’ equity
Common stock		190			190
Additional paid-in capital		33,183			33,111
Accumulated deficit		(13,451	)		(13,326	)
Treasury stock, at cost		(1,359	)		(1,359	)
Total stockholders' equity		18,563			18,616
Total liabilities and stockholders’ equity	$	20,998		$	21,440

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Three Months Ended March 31,
	2014			2013
Cash flows from operating activities
Net loss	$	(125	)	$	(1,282	)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on sale of investment in MXL		(719	)		-
Depreciation and amortization		165			164
Change in liability for contingent consideration		26			35
Equity based compensation, including issuance of stock to directors		72			95
Changes in other operating items, net :
Accounts  receivable		(34	)		30
Short-term investments		(4	)		(15	)
Deferred revenue		(7	)		(16	)
Officers retirement bonus		(5	)		5
Refundable and prepaid income taxes		(17	)		6
Prepaid expenses and other current assets		127			15
Accounts payable and accrued expenses		(403	)		115
Net cash used in operating activities		(924	)		(848	)
Cash flows from investing activities
Proceeds from sale of investment in MXL		994			-
Additions to property and equipment		-			(1	)
Net cash provided by (used in)  investing activities		994			(1	)
Net increase (decrease) in cash and cash equivalents		70			(849	)
Cash and cash equivalents at the beginning of the period		12,566			18,883
Cash and cash equivalents at the end of the period	$	12,636		$	18,034
Supplemental disclosures of cash flow information
Net cash paid during the period for
Income taxes	$	23		$	3

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

THREE MONTHS ENDED MARCH 31, 2014

(unaudited)

(in thousands, except per share data)

													Total
					Additional					Treasury			stock-
	Common stock				paid -in		Accumulated			stock , at			holders
	shares		amount		capital		deficit			cost			equity
Balance at December 31, 2013		19,040,416	$	190	$	33,111	$	(13,326	)	$	(1,359	)	$	18,616
Net loss		-		-		-		(125	)		-			(125	)
Equity based compensation expense		-		-		72		-			-			72
Balance at March 31, 2014		19,040,416	$	190	$	33,183	$	(13,451	)	$	(1,359	)	$	18,563

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Three months ended March 31, 2014 and 2013

(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, 2013 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, 2013 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 2014 interim period are not necessarily indicative of results to be expected for the entire year.

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors’ Service Holdings, Inc. (hereinafter referred to as the “Company” or “Wright Holdings”).

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. (“Merit”) of all of the issued and outstanding stock of the Company’s wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a “shell company”, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to “Five Star” refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the “Closing Date”), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation (“Winthrop”) pursuant to that certain  Agreement and Plan of Merger (the “Merger Agreement”) dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors’ Service, Inc. (“Wright”), Wright Investors’ Service Distributors, Inc. (“WISDI”) and Wright’s wholly-owned subsidiary, Wright Private Asset Management, LLC (“WPAM”) (collectively, the “Wright Companies”), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company (see Note 2).

As a result of the completion of the Merger described above, the Company is no longer a “shell company” and substantially all of the Company’s business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

Reclassification

The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 related to Merit litigation (See Note 12 (a)) from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013.

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2. Liability for Contingent Consideration

In connection with the Company’s acquisition of Winthrop on December 19, 2012, the Company has agreed to pay contingent consideration in cash to a holder of Winthrop common stock who received 852,228 shares of Company Common Stock to the extent that such shares have a value of less than $1,900,000 on the expiration of the three year period based on the average closing price of the Company’s Common Stock for the ten trading days prior to such date.

A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company’s stock price per share being less than $2.23 per share at the end of the 3 year lock-up period.  The fair value measurement is based on significant unobservable inputs that are supported by little market activity and reflect the Company’s own assumptions.  Key assumptions include expected volatility (50%) in the Company’s common stock and the risk free interest rate (0.36%) during the above period.  Changes in the fair value of the contingent consideration subsequent to the acquisition date are being recognized in earnings until the liability is eliminated or settled. The fair value of the liability was $532,000 on March 31, 2014.  The Company recognized an expense of $25,000 and $35,000, respectively, for the change in the value for the period ended March 31, 2014 and 2013.

3.  Sale of MXL investment

At December 31, 2013, the Company held a 19.9% equity investment in a privately-held company, MXL, which is engaged in the plastic molding and precision coating businesses. At December 31, 2013, this investment was included in other assets at cost of $275,000.

On February 3, 2014 the privately-held company exercised its right to purchase the Company’s 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000.

4.  Per share data

Loss per share for the three months ended March 31, 2014 and 2013 respectively, is calculated based on 19,081,000 and 18,950,000 weighted average outstanding shares of common stock.  Included in these share numbers are vested RSUs of 608,526 and 479,280 for the quarters ended March 31, 2014 and 2013, respectively.

Options for 3,250,000 and 3,300,000 shares of common stock for the quarters ended March 31, 2014 and 2013, respectively and unvested RSUs for 258,492 and 387,738 shares of common stock, respectively, for the quarters ended March 31, 2014 and 2013 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for both periods.

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 March 31, 2014 the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remained available for repurchase at March 31, 2014.

6. Short-term investments:

The Financial Accounting Standards Board has issued authoritative accounting guidance that defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or liability.  The three levels of fair value hierarchy are described below:

· Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2 – Quoted prices in active markets for similar assets and liabilities or quoted prices in less active, dealer or broker markets;

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· Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

Short-term investments, in mutual funds managed by a subsidiary of Winthrop and separate securities accounts, are stated at the net asset value of the funds or the year-end closing price of the underlying security.  All investments are classified as Level 1 investments.

The following is a summary of current trading marketable securities at March 31, 2014 (in thousands):

	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	91	$	45	$	136
	$	91	$	45	$	136

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7. Incentive stock plans and stock based compensation

The Company has a stock-based compensation plan for employees and non-employee members of its Board of Directors. The plan provides for discretionary grants of stock options, restricted shares, and other stock-based awards. The Company’s plan is administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. No stock options were granted during the three months ended March 31, 2014.

Information with respect to the Company’s outstanding stock options for the three months ended March 31, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*
Options exercisable at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Compensation expense related to option grants amounted to $0 and $20,000 for the quarters ended March 31, 2014 and 2013, respectively.   As of March 31, 2014, there was no additional unrecognized compensation cost related to non-vested options.

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of 867,018 RSUs to be settled in shares of Company common stock as follows:

a) 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years.  The RSUs were valued at the closing price of the Company’s common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share.  The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date.

b) 370,000 RSUs were granted to four key executives, which vest  equally over three years, with the first third vesting one year from the Closing Date.  The RSUs are valued based on the closing price of the Company’s common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $69,000 for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $460,000, which will be recognized over the remaining vesting period of approximately 2 years.

c) 17,738 RSUs were granted to certain employees of the Company on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014.  The RSUs are valued based on the closing price of the Company’s common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $3,000 and $2,000, respectively, for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $24,000, which will be recognized over the remaining vesting period of approximately 2 years.

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8.  Intangible Assets

At March 31, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	453	$	2,728
Trademarks	10 years		433		55		378
Proprietary software and technology	4 years		960		307		653
		$	4,574	$	815	$	3,759

For the period ended March 31, 2014 amortization expense was $159,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$477
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,759

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9.  Related party transactions

Effective June 1, 2010, the Company relocated its headquarters to the offices of Bedford Oak in Mount Kisco, New York. Bedford Oak is controlled by Harvey P. Eisen, Chairman, Chief Executive Officer and a director of the Company. From June 1, 2010 through August 31, 2012, the Company had been subleasing a portion of the Bedford Oak space and had access to various administrative support services on a month-to-month basis at a rate of approximately $19,700 per month.

On October 31, 2012, the Company’s Audit Committee approved an increase to approximately $40,700 per month (effective as of September 1, 2012) in the monthly sublease and administrative support services rate, which increased rate the Company believes is necessary to provide for the increased personnel and space requirements necessary for an operating company.    Selling general and administrative expenses for the three months ended March 31, 2014 and 2013, includes $122,000 related to the sublease arrangement with Bedford Oak.

On May 13, 2014, the Company’s Audit Committee approved a decrease to approximately $27,600 per month (effective as of June 1, 2014) in the monthly sublease and administrative support services rate, which decreased rate is part of the Company’s effort to control and reduce costs.

Wright acts as an investment advisor, its subsidiary acts as a principal underwriter and one officer of Winthrop is also an officer for a family of mutual funds from which investment management and distribution fees are earned based on the net asset values of the respective funds.  Such fees amounted to $206,000 and $259,000 for the three months ended March 31, 2014 and March 31, 2013, respectively.

10.  Income taxes

For the three months ended March 31, 2014 and 2013, the Company recorded income tax expense from continuing operations of $9,000 and $3,000, respectively, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three months ended March 31, 2014 and 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

11.  Retirement plans

Winthrop maintains an officer retirement bonus plan (the “Bonus Plan”) that is an unfunded deferred compensation program providing retirement benefits equal to 10% of annual compensation, as defined, to those officers upon their retirement.   Effective December 1, 1999, the Plan was frozen so that no additional benefits will be earned.  The total obligation under the Bonus Plan at March 31, 2014 is $1,688,000, of which $100,000 is estimated to be payable over the next twelve months.  The liability is payable to individual retired employees at the rate of $50,000 per year in equal monthly amounts commencing upon retirement.  The liability was recorded at $885,000 at the date of acquisition, representing its estimated fair value computed based on its present value, utilizing a discount rate of 14%, which was estimated to be the acquired company’s weighted average cost of capital on such date from the perspective of a market participant.  The calculated discount of $945,000 at the date of acquisition is being amortized as interest expense over the period the obligation is outstanding by use of the effective interest method.  For the three months ended March 31, 2014 and 2013, interest expense, (included in investment and other income) amounted to $20,000 and $30,000, respectively. At March 31, 2014, the present value of the obligation under the Bonus Plan was $897,000, and the unamortized discount was $791,000.

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12.  Contingencies and other

(a) On or about May 17, 2011, the Merit Group, Inc. (“Merit”) filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the “Avoidance Action”) now captioned CohnResnick LLP, as Plan Administrator v. National Patent Development Corp. (In re TMG Liquidation Co.). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. (“Five Star”) from the Company under the Stock Purchase Agreement, dated November 24, 2009  (the “Agreement”), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code.

On August 2, 2013, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with CohnReznick LLP (the “Plan Administrator”) to settle the Avoidance Action.  Under the terms of the Settlement Agreement, the Plan Administrator was required to file with the Bankruptcy Court, no later than August 9, 2013, a motion to approve the Settlement Agreement (the “Settlement Motion”) and a proposed order approving relief to be requested in the Settlement Motion (the “Proposed Order”). Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $2,375,000 (the “Settlement Payment”) to the Plan Administrator conditioned upon the entry of an order (the “Approval Order”) by the Bankruptcy Court approving the Settlement Motion, that is in a form acceptable to the Company and in substantially the same form as the Proposed Order.  The Bankruptcy Court entered an order approving the Settlement Agreement on September 4, 2013, and the Settlement Agreement required the Company to make the Settlement Payment within fifteen days of the Approval Order becoming a final, non-appealable order (a “Final Order”).  On October 3, 2013, the Company made a payment of $2,375,000 to the Plan Administrator pursuant to the terms of the Settlement Agreement.

The Settlement Agreement also provides for general mutual releases by each of the parties, including a general release in favor of the Company and its affiliates, and the Company’s and its affiliates’ officers, directors, employees, agents, and professionals.  The mutual releases became effective upon entry of the Final Order and receipt of the Settlement Payment by the Plan Administrator. In addition, pursuant to the terms of the Settlement Agreement, on October 9, 2013 the Plan Administrator made the requisite filings to dismiss, with prejudice, the Avoidance Action and a second pending adversary complaint against the Company.    Upon entry of the Final Order by the Bankruptcy Court, the Company resolved all claims and causes of action that have been or could have been asserted against it by the Plan Administrator.   

As a result of entering into the Settlement Agreement, during the third quarter ended September 30, 2013, the Company recorded a loss in discontinued operations of $2,375,000 in connection with the Avoidance Action.  In April 2014, the Company agreed to a settlement of its insurance claim related to this matter, and will receive a net payment of $525,000, which will be recorded as income in discontinued operations during the second quarter of 2014.

(b) The Company entered into employment agreements with four key executives of Winthrop.  The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without “good reason” prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company Common Stock as of the date of the notice of the exercise of the call right.

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Item 2.                       Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward looking statements. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to, those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2013 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 27, 2014.

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.

Results of Operations

Assets Under Management (AUM)

Winthrop earns revenue primarily by charging fees based upon AUM.  At March 31, 2014, AUM was $1.40 billion, as compared to $1.39 billion at December 31, 2013.  The change in AUM was due to deposits of $38 million and increased market value of $17 million, offset by redemptions and withdrawals of $49 million.

Three months ended March 31, 2014 compared to the three months ended March 31, 2013

For the three months ended March 31, 2014, the Company had a loss from continuing operations before income taxes of $116,000 compared to a loss from continuing operations before income taxes of $1,013,000 for the three months ended March 31, 2013.   The reduced loss of $897,000 was primarily the result of the $719,000 gain realized on the sale of the Company’s 19.9% interest in MXL in March 2014.  In addition,  there were reduced  General and administrative expenses at the corporate level of $115,000 as a result of reduced personnel costs of $50,000 and reduced professional fees.  Included in the loss incurred for the quarters ended March 31, 2014 and 2013, respectively,  for Winthrop are amortization of intangibles of $159,000 and $159,000 , amortization of stay and retention bonuses of $34,000 and $34,000 and compensation expense of $73,000 and $71,000 related to RSU’s issued to Winthrop employees.

12

Revenue

Winthrop markets its investment management products and services to plan sponsors, trade unions, endowments, corporations, state and local governments, municipalities and foundations.  The Winthrop products include equity, fixed income and balanced portfolios for various plan types, including defined benefit, annuity, self-directed and 401(k), health and welfare and education and training plans. In addition, Wright helps bank trust departments and trust companies satisfy part or all of their investment management functions.  Winthrop delivers fiduciary level investment management services to these institutions’ clients by providing active oversight of each account's asset allocation and security selection.  Its offerings include investment management solutions utilizing individual securities or mutual funds. Mutual fund models developed by Winthrop utilize a combination of Wright Mutual Funds as well as mutual funds from other investment managers.

WPAM offers programs to support high net worth investors and other individual investors.  WPAM manages a variety of accounts including: discretionary investment accounts, individual retirement accounts (IRAs), 401k plans and accounts for non-corporate fiduciaries, such as trustees, executors, guardians, personal representatives, attorneys and other professionals who are responsible for the assets of others and must manage those assets in accordance with the Prudent Investor Act.  This investment process, developed and monitored by the Wright Investment Committee, and related investment strategies, are utilized to address the objectives of WPAM clients.

Winthrop, through its WISDI affiliate, offers a diversified family of mutual funds. Wright Mutual Funds are utilized by the Wright Companies and others to build or supplement managed investment portfolios designed to address clients’ financial objectives.

Revenue from Investment Management Services was $689,000 and $664,000 for the quarters ended March 31, 2014 and 2013, respectively. Within this category, Winthrop primarily bills clients based on AUM values as of calendar quarters.  Revenues are primarily from fees from; (i) Taft-Hartley clients, (ii) Personal Investment Managed Accounts, (iii) and other client serviced accounts.  The increased revenue of $25,000 was attributable to increased AUM of $12,000,000 within the Personal Managed Accounts, which maintains a higher fee structure than the Taft-Hartley business, which business had reduced AUM for the comparable periods of $12,000,000.

Revenue from Other investment advisory services was $628,000 and $687,000 for the quarters ended March 31, 2014 and 2013, respectively.   The decreased revenues were due to reduced AUM of approximately $32,000,000 for the comparable periods.  Other investment advisory service revenue includes: (i) revenue from Mutual Funds; (ii) fees from services provided to Bank Trust Departments; and (iii) investment income.  Revenue from Mutual Funds includes distribution fees for both Winthrop-sponsored mutual funds as well as other mutual funds and investment management fees from Winthrop-sponsored mutual funds.

Revenue from the sale of Financial research information and related data was $155,000 and $163,000 for the quarter ended March 31, 2014 and 2013, respectively.  Revenues are also derived from the distribution of investment research directly and through several third parties who act as distributors of such research content.  The fees paid by the end client are divided between Winthrop and the distributor.  Existing agreements in place with third party distributors, primarily Thomson Reuters, allow for the renegotiation of the revenue split, which could result in a decline in revenue to Winthrop.  In addition, the underlying data we utilize to produce our financial research and related data is primarily obtained from a third-party, Worldscope, at no cost to us.  However in June 2014, the Company will have to start paying for updates to the data (at most favored vendor cost) and in 2024 such agreement will terminate.  The revised terms of such agreement, which are currently being negotiated may alter our ability to produce investment research on favorable terms and may cause our revenue from the sale of such research products to decline.

13

Selling, general and administrative expenses

For the three months ended March 31, 2014 selling, general and administrative expenses were $2,291,000 as compared to $2,521,000 for the quarter ended March 31, 2013.  The reduced selling, general and administrative expenses of $230,000 was the result reduced expenses at the corporate level of $415,000, primarily due to  reduced personnel costs of $50,000 and reduced professional fees.   In addition, Winthrop had reduced selling, general and administrative expenses of $75,000 for the quarter ended March 31, 2014.  Winthrop’s selling, general and administrative expenses are primarily comprised of personnel related costs.   Included in Winthrop’s selling, general and administrative expenses are the following; (i) amortization of intangibles of $159,000 for the quarters ended March 31, 2014 and 2013, (ii) amortization of stay and retention bonuses of $34,000 for the quarters ended March 31, 2014 and 2013 and (iii) compensation expense of $73,000 and $71,000 related to RSU’s issued to Winthrop employees for the quarters ended March 31, 2014 and 2013, respectively.  

Income taxes

For the three months ended March 31, 2014 and 2013, the Company recorded income tax expense from continuing operations of $9,000 and $3,000, respectively, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three months ended March 31, 2014 and 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

Discontinued operation

The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013.

 Other Assets

The Company owns certain non-strategic assets, including interests in land and flowage rights in undeveloped property in Killingly, Connecticut.  The Company had a 19.9% interest in MXL carried at its cost of $275,000 under ASC 325, Investments- Other. On February 3, 2014 MXL exercised its right to purchase the Company’s 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000.

The Company monitors these investments for impairment by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, and records impairments in carrying values when necessary.   

Financial condition

Liquidity and Capital Resources

At March 31, 2014, the Company had cash and cash equivalents totaling $12,636,000, which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s operating activities.

The increase in cash and cash equivalents of $70,000 for the quarter ended March 31, 2014 was the result of proceeds from investing activities of $994,000 related to the sale of the Company’s 19.9% interest in MXL, offset by $924,000 used in operations.

14

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 March 31, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

15

PART II. OTHER INFORMATION

Item 2.                      Unregistered Sales of Equity Securities and Use of Proceeds.

Issuances of Equity Securities

None

Purchases of Equity Securities

On December 15, 2006, the Board of Directors authorized the Company to repurchase up to 2,000,000 shares, or approximately 11%, of its outstanding shares of common stock from time to time either in open market or privately negotiated transactions. On August 13, 2008, the Company’s Board of Directors authorized an increase of 2,000,000 common shares to be repurchased, and on March 29, 2011 the Company’s Board of Directors authorized an increase of an additional 1,000,000 shares to be repurchased. At March 31, 2012, the Company had repurchased 1,791,821 shares of its common stock and, a total of 3,208,179 shares remained available for repurchase.   There were no common stock repurchases made by or on behalf of the Company during the quarter ended March 31, 2014.

16

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
101.SCH	**	XBRL Taxonomy Extension Schema Document
101.CAL	**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	XBRL Extension Labels Linkbase Document
101.PRE	**	XBRL Taxonomy Extension Presentation Linkbase Document

___________________________

*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.

17

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Date: May 13, 2014	/s/ HARVEY P. EISEN
	Name: Harvey P. Eisen
	Title: Chairman of the Board and Chief Executive Officer
Date: May 13, 2014	/s/ IRA J. SOBOTKO
	Name: Ira J. Sobotko
	Title: Vice President, Chief Financial Officer

 18

EX-31.1

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(f) 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: May 13, 2014

/s/ HARVEY P. EISEN
Name:	Harvey P. Eisen
Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Ira J. Sobotko, 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(f) 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: May 13, 2014

/s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION 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 March 31, 2014, 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:	Chief Executive Officer (Principal Executive Officer)
Date:	May 13, 2014

/s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer (Principal Financial Officer)
Date:	May 13, 2014

XML

Income taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income taxes [Abstract]
Income tax expense from continuing operations	$ 9	$ 3

XML

Per share data (Details)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding	19,081,000	18,950,000
Weighted average number of common shares, vested RSUs	608,526	479,280
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	258,492	387,738
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,250,000	3,300,000

XML

Per share data

3 Months Ended

Mar. 31, 2014

Per share data [Abstract]

Per share data

4.  Per share data

Loss per share for the three months ended March 31, 2014 and 2013 respectively, is calculated based on 19,081,000 and 18,950,000 weighted average outstanding shares of common stock.  Included in these share numbers are vested RSUs of 608,526 and 479,280 for the quarters ended March 31, 2014 and 2013, respectively.

Options for 3,250,000 and 3,300,000 shares of common stock for the quarters ended March 31, 2014 and 2013, respectively and unvested RSUs for 258,492 and 387,738 shares of common stock, respectively, for the quarters ended March 31, 2014 and 2013 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for both periods.

XML

Incentive stock plans and stock based compensation (Restricted Stock) (Details) (Restricted Stock Units (RSUs) [Member], Winthrop [Member], USD $) In Thousands, except Share data, unless otherwise specified	1 Months Ended			3 Months Ended		0 Months Ended	3 Months Ended
	Dec. 19, 2012	Dec. 19, 2012 Four Key Executives Group One [Member]	Dec. 19, 2012 Four Key Executives Group Two [Member]	Mar. 31, 2014 Four Key Executives Group Two [Member]	Mar. 31, 2013 Four Key Executives Group Two [Member]	Feb. 04, 2013 Certain employees [Member]	Mar. 31, 2014 Certain employees [Member]	Mar. 31, 2013 Certain employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares, Granted	867,018	479,280	370,000			17,738
Post-vesting restrictions, term		3 years
Vesting period for plan			3 years			3 years
RSUs value per share		$ 2.52	$ 2.52			$ 2.40
RSU, discount rate		20.00%	11.00%			11.00%
RSUs Value per share, less discount for post vesting restrictions on sale		$ 2.02	$ 2.25			$ 2.25
Compensation		$ 966		$ 69	$ 69		$ 3	$ 2
Unrecognized compensation cost				$ 460			$ 24
Unrecognized compensation recognition period				2 years			2 years

XML

Incentive stock plans and stock based compensation (Schedule of Stock Option Activity) (Details) (USD $)	3 Months Ended			12 Months Ended
	Mar. 31, 2014		Mar. 31, 2013	Dec. 31, 2013
Stock Options
Options outstanding at January 1, 2014	3,250,000
Options outstanding at March 31, 2014	3,250,000			3,250,000
Options exercisable at March 31, 2014	3,250,000
Weighted Average Exercise Price
Options outstanding at January 1, 2014	$ 2.31
Options outstanding at March 31, 2014	$ 2.31			$ 2.31
Options exercisable at March 31, 2014	$ 2.31
Weighted Average Contractual Term
Options outstanding	3 years 4 months 24 days			3 years 7 months 6 days
Options exercisable at March 31, 2014	3 years 4 months 24 days
Aggregate Intrinsic Value
Options outstanding at January 1, 2014	$ 0	[1]
Options outstanding at March 31, 2014	177,000	[1]		0	[1]
Options exercisable at March 31, 2014	177,000	[1]
Compensation expense related to option grants	$ 0		$ 22,000

[1] The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

XML

Intangible Assets (Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 4,574
Accumulated Amortization	815
Net carrying amount	3,759
Investment Management and Advisory Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	9 years
Gross carrying amount	3,181
Accumulated Amortization	453
Net carrying amount	2,728
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Gross carrying amount	433
Accumulated Amortization	55
Net carrying amount	378
Proprietary Software and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years
Gross carrying amount	960
Accumulated Amortization	307
Net carrying amount	$ 653

XML

Intangible Assets (Estimated Amortization Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Intangible Assets [Abstract]
Amortization expense related to intangible assets	$ 159
2014 (remainder)	477
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
Finite-Lived Intangible Assets, Net, Total	$ 3,759

XML

Sale of MXL investment

3 Months Ended

Mar. 31, 2014

Sale of MXL investment [Abstract]

Sale of MXL investment

3.  Sale of MXL investment

At December 31, 2013, the Company held a 19.9% equity investment in a privately-held company, MXL, which is engaged in the plastic molding and precision coating businesses. At December 31, 2013, this investment was included in other assets at cost of $275,000.

On February 3, 2014 the privately-held company exercised its right to purchase the Company's 19.9% interest.  The Company received $994,000 for its 19.9% interest on March 26, 2014, resulting in a gain of $719,000.

XML

Related party transactions (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	May 13, 2014	Oct. 31, 2012	Jun. 01, 2010
Bedford Oak [Member] | Sublease arrangement [Member]
Related Party Transaction [Line Items]
Monthly sublease payment amount			$ 27,600	$ 40,700	$ 19,700
General and administrative expenses	122,000	122,000
Winthrop [Member]
Related Party Transaction [Line Items]
Investment management and distribution fees	$ 206,000	$ 259,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues
Investment management services	$ 689	$ 664
Other investment advisory services	628	687
Financial research and related data	155	163
Total Revenues	1,472	1,514
Expenses
Selling, general and administrative	2,291	2,521
Total expenses	2,291	2,521
Operating loss	(819)	(1,007)
Investment and other income, net	10	29
Gain on sale of investment in MXL	719
Change in fair value of contingent consideration	(26)	(35)
Loss from continuing operations before income taxes	(116)	(1,013)
Income tax expense	(9)	(3)
Loss from continuing operations	(125)	(1,016)
Loss from discontinued operations, net of taxes		(266)
Net loss	$ (125)	$ (1,282)
Basic and diluted loss per share
Continuing operations	$ (0.01)	$ (0.06)
Discontinued operations		$ (0.01)
Net loss	$ (0.01)	$ (0.07)

XML

Basis of presentation and description of activities

3 Months Ended

Mar. 31, 2014

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, 2013 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, 2013 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 2014 interim period are not necessarily indicative of results to be expected for the entire year.

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings").

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain  Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company (see Note 2).

As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

Reclassification

The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 re lated to Merit litigation (See Note 12 (a)) from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013.

XML

Contingencies and other (Details) (USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended
	Apr. 30, 2014	Sep. 30, 2013	Oct. 03, 2013	Aug. 02, 2013
Contingencies and other [Abstract]
Amount of settlement				$ 2,375
Payment for settlement			2,375
Loss in connection with Avoidance Action		(2,375)
Insurance claim settlement, amount awarded to company	$ 525

XML

Basis of presentation and description of activities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Basis of presentation and description of activities [Abstract]
Reclassification of legal expenses from continuing operations to discontinued operations	$ 260

XML

Sale of MXL investment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 26, 2014 MXL [Member]	Dec. 31, 2013 MXL [Member]
Schedule of Equity Method Investments [Line Items]
Equity investment, percentage				19.90%
Equity investment				$ 275
Proceeds from sale of investment in MXL	994		994
Gain on sale of investment in MXL	$ 719		$ 719

XML

Liability for Contingent Consideration

3 Months Ended

Mar. 31, 2014

Liability for Contingent Consideration [Abstract]

Liability for Contingent Consideration

2. Liability for Contingent Consideration

In connection with the Company's acquisition of Winthrop on December 19, 2012, the Company has agreed to pay contingent consideration in cash to a holder of Winthrop common stock who received 852,228 shares of Company Common Stock to the extent that such shares have a value of less than $1,900,000 on the expiration of the three year period based on the average closing price of the Company's Common Stock for the ten trading days prior to such date.

A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company's stock price per share being less than $2.23 per share at the end of the 3 year lock-up period.  The fair value measurement is based on significant unobservable inputs that are supported by little market activity and reflect the Company's own assumptions.  Key assumptions include expected volatility (50%) in the Company's common stock and the risk free interest rate (0.36%) during the above period.  Changes in the fair value of the contingent consideration subsequent to the acquisition date are being recognized in earnings until the liability is eliminated or settled. The fair value of the liability was $532,000 on March 31, 2014.  The Company recognized an expense of $25,000 and $35,000, respectively, for the change in the value for the period ended March 31, 2014 and 2013.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 12,636	$ 12,566
Short-term investments	136	132
Accounts receivable, net	356	322
Refundable and prepaid income taxes	33	16
Prepaid expenses and other current assets	266	393
Total current assets	13,427	13,429
Property and equipment, net	43	49
Intangible assets, net	3,759	3,918
Goodwill	3,364	3,364
Investment in undeveloped land	355	355
Other assets	50	325
Total assets	20,998	21,440
Current liabilities
Accounts payable and accrued expenses	999	1,402
Deferred revenue	7	14
Current portion of officers retirement bonus liability	100	100
Total current liabilities	1,106	1,516
Liability for contingent consideration	532	506
Officers retirement bonus liability, net of current portion	797	802
Total liabilities	2,435	2,824
Stockholders' equity
Common stock	190	190
Additional paid-in capital	33,183	33,111
Accumulated deficit	(13,451)	(13,326)
Treasury stock, at cost	(1,359)	(1,359)
Total stockholders' equity	18,563	18,616
Total liabilities and stockholders' equity	$ 20,998	$ 21,440

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Contingencies and other

3 Months Ended

Mar. 31, 2014

Contingencies and other [Abstract]

Contingencies and other

12.  Contingencies and other

(a) On or about May 17, 2011, the Merit Group, Inc. ("Merit") filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of South Carolina. On or about December 14, 2011, the Official Committee of Unsecured Creditors of TMG Liquidation Company (formerly known as The Merit Group, Inc.) filed in that court an adversary proceeding against the Company (the "Avoidance Action") now captioned CohnResnick LLP, as Plan Administrator v. National Patent Development Corp. (In re TMG Liquidation Co.). The Avoidance Action sought, among other things, to avoid and recover the consideration paid by Merit to the Company for the purchase of Five Star Products, Inc. ("Five Star") from the Company under the Stock Purchase Agreement, dated November 24, 2009  (the "Agreement"), as a constructive fraudulent transfer under sections 548, 550, and 551 of the Bankruptcy Code.

On August 2, 2013, the Company entered into a Settlement Agreement and Release (the "Settlement Agreement") with CohnReznick LLP (the "Plan Administrator") to settle the Avoidance Action.  Under the terms of the Settlement Agreement, the Plan Administrator was required to file with the Bankruptcy Court, no later than August 9, 2013, a motion to approve the Settlement Agreement (the "Settlement Motion") and a proposed order approving relief to be requested in the Settlement Motion (the "Proposed Order"). Pursuant to the Settlement Agreement, the Company agreed to make a settlement payment of $2,375,000 (the "Settlement Payment") to the Plan Administrator conditioned upon the entry of an order (the "Approval Order") by the Bankruptcy Court approving the Settlement Motion, that is in a form acceptable to the Company and in substantially the same form as the Proposed Order.  The Bankruptcy Court entered an order approving the Settlement Agreement on September 4, 2013, and the Settlement Agreement required the Company to make the Settlement Payment within fifteen days of the Approval Order becoming a final, non-appealable order (a "Final Order").  On October 3, 2013, the Company made a payment of $2,375,000 to the Plan Administrator pursuant to the terms of the Settlement Agreement.

The Settlement Agreement also provides for general mutual releases by each of the parties, including a general release in favor of the Company and its affiliates, and the Company's and its affiliates' officers, directors, employees, agents, and professionals.  The mutual releases became effective upon entry of the Final Order and receipt of the Settlement Payment by the Plan Administrator. In addition, pursuant to the terms of the Settlement Agreement, on October 9, 2013 the Plan Administrator made the requisite filings to dismiss, with prejudice, the Avoidance Action and a second pending adversary complaint against the Company.    Upon entry of the Final Order by the Bankruptcy Court, the Company resolved all claims and causes of action that have been or could have been asserted against it by the Plan Administrator.   

As a result of entering into the Settlement Agreement, during the third quarter ended September 30, 2013, the Company recorded a loss in discontinued operations of $2,375,000 in connection with the Avoidance Action.  In April 2014, the Company agreed to a settlement of its insurance claim related to this matter, and will receive a net payment of $525,000, which will be recorded as income in discontinued operations during the second quarter of 2014.

(b) The Company entered into employment agreements with four key executives of Winthrop.  The Company has a call right to acquire any shares of Company common stock held by the four key executives of Winthrop received as merger consideration who terminate employment without "good reason" prior to the third anniversary of the Closing Date, at a purchase price per share equal to the fair market value of Company Common Stock as of the date of the notice of the exercise of the call right.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 12, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Entity Central Index Key	0001279715
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,484,210

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Basis of presentation and description of activities (Policies)

3 Months Ended

Mar. 31, 2014

Basis of presentation and description of activities [Abstract]

Basis of presentation

 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, 2013 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, 2013 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 2014 interim period are not necessarily indicative of results to be expected for the entire year.

Description of activities

 Description of activities

On February 4, 2013, National Patent Development Corporation changed its name to Wright Investors' Service Holdings, Inc. (hereinafter referred to as the "Company" or "Wright Holdings").

On January 15, 2010, the Company completed the sale to The Merit Group, Inc. ("Merit") of all of the issued and outstanding stock of the Company's wholly-owned subsidiary, Five Star Products, Inc., the holding company and sole stockholder of Five Star Group, Inc., for cash.   Upon the consummation of the sale, the Company became a "shell company", as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  As used herein, references to "Five Star" refer to Five Star Products Inc. or Five Star Group Inc., or both, as the context requires.

On December 19, 2012 (the "Closing Date"), the Company, completed the acquisition of The Winthrop Corporation, a Connecticut corporation ("Winthrop") pursuant to that certain  Agreement and Plan of Merger (the "Merger Agreement") dated June 18, 2012. Winthrop, through its wholly-owned subsidiaries Wright Investors' Service, Inc. ("Wright"), Wright Investors' Service Distributors, Inc. ("WISDI") and Wright's wholly-owned subsidiary, Wright Private Asset Management, LLC ("WPAM") (collectively, the "Wright Companies"), offers investment management services,  financial advisory services and investment research to large and small investors, both taxable and tax exempt.  WISDI is a registered broker dealer with the Financial Industry Regulatory Authority, Inc. ("FINRA") and the Securities and Exchange Commission.  In accordance with the Merger Agreement, a wholly-owned newly formed subsidiary of the Company, was merged with and into Winthrop and Winthrop became a wholly-owned subsidiary of the Company (see Note 2).

As a result of the completion of the Merger described above, the Company is no longer a "shell company" and substantially all of the Company's business operations are carried out through Winthrop and its subsidiaries, the Wright Companies.

Reclassification

Reclassification

The Company has reclassified $260,000 of legal expenses incurred in the quarter ended March 31, 2013 re lated to Merit litigation (See Note 12 (a)) from continuing operations to discontinued operations consistent with the presentation for the year ended December 31, 2013.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash flows from operating activities:
Net loss	$ (125)	$ (1,282)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of investment in MXL	(719)
Depreciation and amortization	165	164
Change in liability for contigent consideration	26	35
Equity based compensation, including issuance of stock to directors	72	95
Changes in other operating items:
Accounts receivable	(34)	30
Short-term investments	(4)	(15)
Deferred revenue	(7)	(16)
Officers retirement bonus	(5)	5
Refundable and prepaid income tax	(17)	6
Prepaid expenses and other current assets	127	15
Accounts payable and accrued expenses	(403)	115
Net cash used in operating activities	(924)	(848)
Cash flows from investing activities:
Proceeds from sale of investment in MXL	994
Additions to property and equipment		(1)
Net cash provided by (used in) investing activities	994	(1)
Net increase (decrease) in cash and cash equivalents	70	(849)
Cash and cash equivalents at the beginning of the period	12,566	18,034
Cash and cash equivalents at end of period	12,636	18,883
Net cash paid during the period for
Income Taxes	$ 25	$ 3

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Incentive stock plans and stock based compensation

3 Months Ended

Mar. 31, 2014

Incentive stock plans and stock based compensation [Abstract]

Incentive stock plans and stock based compensation

7. Incentive stock plans and stock based compensation

The Company has a stock-based compensation plan for employees and non-employee members of its Board of Directors. The plan provides for discretionary grants of stock options, restricted shares, and other stock-based awards. The Company's plan is administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. No stock options were granted during the three months ended March 31, 2014.

Information with respect to the Company's outstanding stock options for the three months ended March 31, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*
Options exercisable at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

Compensation expense related to option grants amounted to $0 and $20,000 for the quarters ended March 31, 2014 and 2013, respectively.   As of March 31, 2014, there was no additional unrecognized compensation cost related to non-vested options.

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of 867,018 RSUs to be settled in shares of Company common stock as follows:

a) 479,280 RSUs were granted to four key executives of Winthrop, which vested as of the Closing Date and are subject to post-vesting restrictions on sale for three years.  The RSUs were valued at the closing price of the Company's common stock of $2.52, less a 20% discount for post vesting restrictions on sale, or $2.02 per share.  The total value of these RSUs of $966,000, were accounted for as compensation and charged to retention bonus expense on the closing date.

b) 370,000 RSUs were granted to four key executives, which vest  equally over three years, with the first third vesting one year from the Closing Date.  The RSUs are valued based on the closing price of the Company's common stock on the Closing Date of $2.52, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $69,000 for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $460,000, which will be recognized over the remaining vesting period of approximately 2 years.

c) 17,738 RSUs were granted to certain employees of the Company on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014.  The RSUs are valued based on the closing price of the Company's common stock on February 4, 2013 of $2.40, less an average discount of 11% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $2.25.  The Company recorded compensation expense of $3,000 and $2,000, respectively, for the quarters ended March 31, 2014 and 2013 related to these RSUs. As of March 31, 2014, the total unrecognized compensation expense related to these unvested RSUs is $24,000, which will be recognized over the remaining vesting period of approximately 2 years.

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Short-term investments:

3 Months Ended

Mar. 31, 2014

Short-term investments: [Abstract]

Short-term investments:

6. Short-term investments:

The Financial Accounting Standards Board has issued authoritative accounting guidance that defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or liability.  The three levels of fair value hierarchy are described below:

· Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

· Level 2 - Quoted prices in active markets for similar assets and liabilities or quoted prices in less active, dealer or broker markets;

· Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and are unobservable.

Short-term investments, in mutual funds managed by a subsidiary of Winthrop and separate securities accounts, are stated at the net asset value of the funds or the year-end closing price of the underlying security.  All investments are classified as Level 1 investments.

The following is a summary of current trading marketable securities at March 31, 2014 (in thousands):

	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	91	$	45	$	136
	$	91	$	45	$	136

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Liability for Contingent Consideration (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		1 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 19, 2012 Winthrop [Member] Unspecified stockholder [Member]	Mar. 31, 2014 Winthrop [Member] Unspecified stockholder [Member]
Business Acquisition [Line Items]
Issuance of common stock in connection with acquisition, shares			852,228
Contingent consideration, maximum value of shares			$ 1,900
Transfer restriction period			3 years
Stock price			$ 2.23
Expected volatility			5.00%
Risk-free interest rate			0.36%
Fair value of contingent liability				532
Change in liability for contigent consideration	$ (26)	$ (35)

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Short-term investments: (Tables)

3 Months Ended

Mar. 31, 2014

Short-term investments: [Abstract]

Current Trading Marketable Securities

The following is a summary of current trading marketable securities at March 31, 2014 (in thousands):

	Cost		Unrealized Gains		Estimated Fair Value
Mutual funds	$	91	$	45	$	136
	$	91	$	45	$	136

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Income taxes

3 Months Ended

Mar. 31, 2014

Income taxes [Abstract]

Income taxes

10.  Income taxes

For the three months ended March 31, 2014 and 2013, the Company recorded income tax expense from continuing operations of $9,000 and $3,000, respectively, which represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three months ended March 31, 2014 and 2013, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

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Intangible Assets

3 Months Ended

Mar. 31, 2014

Intangible Assets [Abstract]

Intangible Assets

8.  Intangible Assets

At March 31, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	453	$	2,728
Trademarks	10 years		433		55		378
Proprietary software and technology	4 years		960		307		653
		$	4,574	$	815	$	3,759

For the period ended March 31, 2014 amortization expense was $159,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$477
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,759

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Related party transactions

3 Months Ended

Mar. 31, 2014

Related party transactions [Abstract]

Related party transactions

9.  Related party transactions

Effective June 1, 2010, the Company relocated its headquarters to the offices of Bedford Oak in Mount Kisco, New York. Bedford Oak is controlled by Harvey P. Eisen, Chairman, Chief Executive Officer and a director of the Company. From June 1, 2010 through August 31, 2012, the Company had been subleasing a portion of the Bedford Oak space and had access to various administrative support services on a month-to-month basis at a rate of approximately $19,700 per month.

On October 31, 2012, the Company's Audit Committee approved an increase to approximately $40,700 per month (effective as of September 1, 2012) in the monthly sublease and administrative support services rate, which increased rate the Company believes is necessary to provide for the increased personnel and space requirements necessary for an operating company.    Selling general and administrative expenses for the three months ended March 31, 2014 and 2013, includes $122,000 related to the sublease arrangement with Bedford Oak.

On May 13, 2014, the Company's Audit Committee approved a decrease to approximately $27,600 per month (effective as of June 1, 2014) in the monthly sublease and administrative support services rate, which decreased rate is part of the Company's effort to control and reduce costs.

Wright acts as an investment advisor, its subsidiary acts as a principal underwriter and one officer of Winthrop is also an officer for a family of mutual funds from which investment management and distribution fees are earned based on the net asset values of the respective funds.  Such fees amounted to $206,000 and $259,000 for the three months ended March 31, 2014 and March 31, 2013, respectively.

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Retirement plans

3 Months Ended

Mar. 31, 2014

Retirement plans [Abstract]

Retirement plans

11.  Retirement plans

Winthrop maintains an officer retirement bonus plan (the "Bonus Plan") that is an unfunded deferred compensation program providing retirement benefits equal to 10% of annual compensation, as defined, to those officers upon their retirement.   Effective December 1, 1999, the Plan was frozen so that no additional benefits will be earned.  The total obligation under the Bonus Plan at March 31, 2014 is $1,688,000, of which $100,000 is estimated to be payable over the next twelve months.  The liability is payable to individual retired employees at the rate of $50,000 per year in equal monthly amounts commencing upon retirement.  The liability was recorded at $885,000 at the date of acquisition, representing its estimated fair value computed based on its present value, utilizing a discount rate of 14%, which was estimated to be the acquired company's weighted average cost of capital on such date from the perspective of a market participant.  The calculated discount of $945,000 at the date of acquisition is being amortized as interest expense over the period the obligation is outstanding by use of the effective interest method.  For the three months ended March 31, 2014 and 2013, interest expense, (included in investment and other income) amounted to $20,000 and $30,000, respectively. At March 31, 2014, the present value of the obligation under the Bonus Plan was $897,000, and the unamortized discount was $791,000.

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Retirement plans (Details) (Frozen defined benefit plans [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Frozen defined benefit plans [Member]
Defined Benefit Plan Disclosure [Line Items]
Employer match of eligible compensation of employees	10.00%
Total obligation	$ 1,688
Total obligation, payable in 2014	100
Annual liability payable to individual retired employees	50
Liability recorded at date of acquisition	885
Discount rate	14.00%
Amount to be amortized, as interest expense	945
Interest expense	20	30
Present value of plan	897
Unamortized discount	$ 791

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Intangible Assets [Abstract]

Components of Acquired Intangible Assets

At March 31, 2014, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):

Intangible	Estimated useful life	Gross carrying amount		Accumulated Amortization		Net carrying amount
Investment management and Advisory  Contracts	9 years	$	3,181	$	453	$	2,728
Trademarks	10 years		433		55		378
Proprietary software and technology	4 years		960		307		653
		$	4,574	$	815	$	3,759

Amortization Expense Related to Intangible Assets

Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2014 (remainder)	$477
2015	637
2016	630
2017	397
2018	397
2019-2023	1,221
	$3,759

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Capital Stock (Details)	Mar. 31, 2014
Capital Stock [Abstract]
Number of shares authorized to be repurchased	5,000,000
Number of shares repurchased	1,791,821
Remaining number of shares available for repurchase	3,208,179

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Treasury stock, at cost [Member]
Balance at Dec. 31, 2013	$ 18,616	$ 190	$ 33,111	$ (13,326)	$ (1,359)
Balance, shares at Dec. 31, 2013		19,040,416
Net loss	(125)			(125)
Equity based compensation expense	72		72
Balance at Mar. 31, 2014	$ 18,563	$ 190	$ 33,183	$ (13,451)	$ (1,359)
Balance, shares at Mar. 31, 2014		19,040,416

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Capital Stock

3 Months Ended

Mar. 31, 2014

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 March 31, 2014 the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remained available for repurchase at March 31, 2014.

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Short-term investments: (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Cost	$ 91
Unrealized Gains	45
Estimated Fair Value	136
Mutual Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Cost	91
Unrealized Gains	45
Estimated Fair Value	$ 136

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Incentive stock plans and stock based compensation (Tables)

3 Months Ended

Mar. 31, 2014

Incentive stock plans and stock based compensation [Abstract]

Schedule of Stock Option Activity

Information with respect to the Company's outstanding stock options for the three months ended March 31, 2014 is as follows:

	Stock Options		Weighted Average Exercise Price		Weighted Average Contractual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		3,250,000	$	2.31		3.6	$	0	*
Options outstanding  at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*
Options exercisable at March 31, 2014		3,250,000	$	2.31		3.4	$	177,000	*

* The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.