8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):    August 14, 2015

WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50587	13-4005439
(Commission File Number)	(IRS Employer Identification No.)

177 West Putnam Avenue, Greenwich CT	06830
(Address of Principal Executive Offices)	(Zip Code)

(914) 242-5700

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

On August 14, 2015, Wright Investors’ Service Holdings, Inc. issued a press release reporting earnings and other financial results for its quarter and six months ended June 30, 2015.  A copy of the press release is attached and is being furnished as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

99 Press release of Wright Investors’ Service Holdings, Inc. dated August 14, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Date:  August 14, 2015	By:	/s/ IRA J. SOBOTKO
		Name: Ira J. Sobotko
		Title:   Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Wright Investors’ Service Holdings, Inc. Reports Second Quarter Results

Greenwich, CT, August 14, 2015 -- Wright Investors’ Service Holdings, Inc.  (OTC Markets: WISH) announced today revenue of $1,505,000 for the three months ended June 30, 2015, compared to $1,437,000 reported for the three months ended June 30, 2014.  Loss from continuing operations was $(792,000) for the three months ended June 30, 2015, $(0.04) per basic and diluted share, compared to a net loss from continuing operations of $(885,000), $(0.05) per basic and diluted share, for the three months ended June 30, 2014.

The Company reported revenue of $2,983,000 for the first six months of 2015, compared to $2,909,000 reported for the same period last year. Net loss from continuing operations was $(1,633,000) for the first six months, $(0.08) per basic and diluted share, compared to a net loss from continuing operations of $(1,010,000), $(0.05) per basic and diluted share, for the six month period ended June 30, 2014. The results for the six months ended June 30, 2014 include a gain on the sale of the Company’s investment in MXL of $719,000.

Adjusted EBITDA (Earnings (loss) Before Interest, Taxes, Depreciation and Amortization), as stated before equity compensation expense, change in liability for contingent consideration, amortization of stay and retention bonuses, relocation and severance costs and the gain on the sale of MXL was $(251,000) for the second quarter of 2015 compared to $(585,000) for the same period last year.

For the six months ended June 30, 2015, Adjusted EBITDA, before equity compensation expense, change in liability for contingent consideration, amortization of stay and retention bonuses, relocation and severance costs and the gain on the sale of MXL, was $(824,000) compared to $(1,133,000) for the first six months of 2015.

Mr. Harvey Eisen, Chairman and Chief Executive Officer stated that “We have reduced our losses through our plan to reduce operating costs.  We are continuing our efforts to increase our operating efficiencies and grow the assets under management in the second half of the year”.

Wright Investors’ Service Holdings, Inc. through its wholly-owned subsidiary Wright Investors’ Service, Inc., is an investment management and financial advisory firm that is known for its disciplined and quality focus.  For more than 50 years, Wright has used well-defined and sophisticated investment strategies to help institutions, plan sponsors, bank trust departments, trust companies and individual investors achieve their financial objectives through a sensible approach to managing assets that balances risk and return.  At the center of Wright’s investment process is the Wright Investment Committee.  The Committee consists of a select group of senior investment professionals who are supported by an experienced staff. Founded as a research organization in 1960, Wright develops and publishes investment research reports on over 35,000 companies worldwide along with its established investment commentaries on the economy and investment markets.

Forward-Look Statements

This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding Wright’s long-term growth prospects. Forward-looking information may be identified by such forward-looking terminology as “anticipate,” “believe,” “may,” “will,” and similar terms or variations of such terms.  These forward-looking statements involve significant risks and uncertainties, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.  Additional information on these and other risks, uncertainties and factors is included in Wright’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by Wright with the SEC. 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.  All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to, and do not plan to, update any such forward-looking statements, other than as required by law.

Contact:

Wright Investors’ Service Holdings, Inc.

Ira J. Sobotko

Vice President and Chief Financial Officer

914-242-5778

Tables Follow:

          WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.

          Non- GAAP Reconciliation- EBITDA and Adjusted     EBITDA

(in thousands)

(unaudited)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Loss from continuing operations	$	(792	)	$	(885	)	$	(1,633	)	$	(1,010	)
Interest expense, net		44			25			81			15
Income tax expense (benefit)		16			(70	)		33			(61	)
Depreciation and amortization		163			164			327			329
EBITDA		(569	)		(766	)		(1,192	)		(727	)
Equity based compensation		145			91			217			163
Change in liability for contingent consideration		132			56			20			82
Amortization of stay and retention bonuses		34			34			67			68
Relocation and severance costs		7			-			64
Gain on sale of  Investment in MXL		-			-			-			(719	)
Adjusted EBITDA	$	(251	)	$	(585	)	$	(824	)	$	(1,133	)

EBITDA is a widely used non-GAAP financial measure of operating performance. It is presented as supplemental information that the Company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company’s core operating performance. EBITDA is calculated by adding back net interest expense, income tax expense, and depreciation and amortization to net income. EBITDA should not be considered as a substitute either for net income, as an indicator of the Company’s operating performance, or cash flow, as a measure of the Company’s liquidity. In addition, because EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA is calculated as EBITDA prior to non-cash stock compensation expense.

WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Revenues
Investment management services	$	617		$	638		$	1,240		$	1,327
Other investment advisory services		718			661			1,415			1,288
Financial research and related data		170			138			328			294
		1,505			1,437			2,983			2,909
Expenses
Compensation and benefits		1,211			1,306			2,517			2,633
Other operating		894			1,005			1,965			1,969
		2,105			2,311			4,482			4,602
Operating loss		(600	)		(874	)		(1,499	)		(1,693	)
Interest expense and other (loss) income, net		(44	)		(25	)		(81	)		(15	)
Gain on sale of investment in MXL		-			-			-			719
Change in fair value of contingent consideration		(132	)		(56	)		(20	)		(82	)
Loss from continuing operations before income taxes		(776	)		(955	)		(1,600	)		(1,071	)
Income tax (expense) benefit		(16	)		70			(33	)		61
Loss from continuing operations		(792	)		(885	)		(1,633	)		(1,010	)
Income from discontinued operations, net of taxes (Note 13 (a))		-			315			-			315
Net loss	$	(792	)	$	(570	)	$	(1,633	)	$	(695	)
Basic and diluted (loss) income per share
Continuing operations	$	(0.04	)	$	(0.05	)	$	(0.08	)	$	(0.05	)
Discontinued operations		-			0.02			-			0.01
Net loss	$	(0.04	)	$	(0.03	)	$	(0.08	)	$	(0.04	)