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 June 30, 2015
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.)

177 West Putnam Avenue, Greenwich, CT	06830
(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 August 3, 2015, there were 18,538,554 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 and Six Months Ended June 30, 2015 and 2014 (Unaudited)	1
	Condensed  Consolidated Balance Sheets -
	June 30, 2015 (Unaudited) and December 31, 2014	2
	Condensed  Consolidated Statements of Cash Flows -
	Six Months Ended June 30, 2015 and 2014 (Unaudited)	3
	Condensed  Consolidated Statement of Changes in Stockholders’ Equity-
	Six Months Ended June 30, 2015 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements - Three and Six Months Ended June 30, 2015 and 2014 (Unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
	Part II. Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 6.	Exhibits	19
SIGNATURES		20

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 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	)

See accompanying notes to condensed consolidated financial statements.

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WRIGHT INVESTORS' SERVICE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	June 30,			December 31,
	2015			2014
Assets	(unaudited)
Current assets
Cash and cash equivalents	$	9,910		$	11,163
Short-term investments		163			154
Accounts receivable,net		379			336
Prepaid income taxes		5			12
Prepaid expenses and other current assets		323			451
Total current assets		10,780			12,116
Property and equipment, net		41			40
Intangible assets, net		2,963			3,281
Goodwill		3,364			3,364
Investment in LLC		230			-
Investment in undeveloped land		355			355
Other assets		198			108
Total assets	$	17,931		$	19,264
Liabilities and stockholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	1,077		$	1,116
Deferred revenue		83			12
Liability for contingent consideration		592			572
Current portion of officers retirement bonus liability		175			160
Total current liabilities		1,927			1,860
Officers retirement bonus liability, net of current portion		714			698
Total liabilities		2,641			2,558
Stockholders’ equity
Common stock		191			191
Additional paid-in capital		33,657			33,440
Accumulated deficit		(17,199	)		(15,566	)
Treasury stock, at cost (565,069 shares in 2015 and  2014)		(1,359	)		(1,359	)
Total stockholders' equity		15,290			16,706
Total liabilities and stockholders’ equity	$	17,931		$	19,264

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)

	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities
Net loss	$	(1,633	)	$	(695	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		327			329
Change in liability for contingent consideration		20			82
Change in value of warrant		30			-
Equity based compensation, including issuance of stock to directors		217			163
Equity income in LLC		(17	)		-
Gain on sale of investment in MXL		-			(719	)
Changes in other operating items:
Accounts  receivable		(43	)		48
Investment securities		(9	)		(12	)
Deferred revenue		71			5
Officers retirement bonus liability		31			(19	)
Prepaid income taxes		7			(7	)
Prepaid expenses and other current assets		128			146
Accounts payable and accrued expenses		(39	)		(151	)
Net cash used in operating activities		(910	)		(830	)
Cash flows from investing activities
Proceeds from sale of investment in MXL		-			994
Investment in LLC		(333	)		-
Additions to property and equipment		(10	)		-
Net cash provided by (used in) investing activities		(343	)		994
Net increase (decrease) in cash and cash equivalents		(1,253	)		164
Cash and cash equivalents at the beginning of the period		11,163			12,566
Cash and cash equivalents at the end of the period	$	9,910		$	12,730
Supplemental disclosures of cash flow information
Net cash paid during the period for
Income taxes	$	22		$	23
Non cash activity:
The Company received a warrant during the three months ended June 30, 2015 initially valued at $120,000, which was marked to market to $90,000 at June 30, 2015.

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

SIX MONTHS ENDED JUNE 30, 2015

(unaudited)

(in thousands, except share data)

													Total
					Additional					Treasury			stock-
	Common stock				paid -in		Accumulated			stock , at			holders
	shares		amount		capital		deficit			cost			equity
Balance at December 31, 2014		19,059,198	$	191	$	33,440	$	(15,566	)	$	(1,359	)	$	16,706
Net loss		-		-		-		(1,633	)		-			(1,633	)
Issuance of common stock to directors		26,332		-		47		-			-			47
Equity based compensation expense		-		-		170		-			-			170
Balance at June 30, 2015		19,085,530	$	191	$	33,657	$	(17,199	)	$	(1,359	)	$	15,290

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 and six months ended June 30, 2015 and 2014

(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, 2014 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, 2014 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 2015 interim periods 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 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.

Reclassification

The Company has reclassified $1,306,000 and $2,633,000 of Other operating expenses for the quarter and six months ended June 30, 2014 to Compensation and benefits in order to be consistent with the presentation for the quarter and six months period ended June 30, 2015.

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 based on an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be payable.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company’s common 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 stock price of $1.52 and $1.79 at June 30, 2015 and June 30, 2014, respectively, expected volatility 50% at both June 30, 2015 and 2014 in the Company’s common stock and the risk free interest rate  of 0.11% an 0.38% as of June 30, 2015 and 2014, respectively, during the remainder of the three year lock-up  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 $592,000 on June 30, 2015.  The Company recognized an expense of $132,000 and $20,000, respectively, for the change in the value for the quarter and six months ended June 30, 2015 as compared to $56,000 and $82,000, respectively, for the quarter and six months ended June 30, 2014.

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3.            Sale of MXL investment

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. 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 for the six months ended June 30, 2014.

4.  Per share data

Loss per share for the three months ended June 30, 2015 and 2014 respectively, is calculated based on 19,245,000 and 19,088,000 weighted average outstanding shares of common stock. Included in the share number are vested Restricted Stock Units (“RSUs”) of 737,772 and 608,526 for the three months ended June 30, 2015 and 2014, respectively.

Loss per share for the six months ended June 30, 2015 and 2014 respectively, is calculated based on 19,236,000 and 19,085,000 weighted average outstanding shares of common stock. Included in the share number are vested RSUs of 734,815 and 606,836 for the six months ended June 30, 2015 and 2014, respectively.

Options for 3,250,000 shares of common stock for the quarter and six months ended June 30, 2015 and 2014, and nonvested RSUs for 328,128 shares of common stock for the quarter and six months ended June 30, 2015 and 300,640 shares of common stock for the quarter and six months ended June 30, 2014 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for such 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 June 30, 2015, the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remain available for repurchase at June 30, 2015.

6. Short-term investments:

Short-term investments, which at June 30, 2015 and December 31, 2014 consist of mutual funds managed by a subsidiary of Winthrop are stated at the net asset value of the funds and are accounted for as trading securities with unrealized gain or loss included in Interest expense and other (loss) income, net in the Condensed Consolidated Statements of Operations.  Unrealized gains (losses) on short term investments amounted to $9,000 and ($3,000) during the three and six months ended June 30, 2015 and $11,000 and $7,000 during the three and six  months ended June 30, 2014.

7.           Investment in LLC

The Company entered into a Limited Liability Company Agreement dated April 28, 2015 by and among EGS, LLC,  a newly formed Delaware limited liability company (“EGS”) and the members named therein.  The Company invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS. In addition to the Company, EGS has two other members, one of whom is Marshall Geller, a member of the Company’s Board of Directors. The EGS transaction, as well as Mr. Geller’s participation in the transaction, received the prior approval of the Company’s Audit Committee.  Mr. Geller is the Managing Member of the LLC and also invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS.

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EGS entered in a Note Purchase Agreement effective April 28, 2015 with Merriman Holdings, Inc. (“Merriman”), a publically traded company,  pursuant to which EGS purchased from Merriman for an aggregate purchase price of $1,000,000  (i) a one-year  Senior Secured Note in the original principal amount of $1,000,000, at 12% interest, payable quarterly, in arrears (the “Note”) and (ii) a Common Stock Purchase Warrant which expires in five years to purchase 500,000 shares of Merriman common stock  at $1.00 per share (the “Warrants”). EGS distributed the Warrants to its members and the Company received 166,666 Warrants which expire in five years.  The investment in EGS is being accounted for under the equity method. Under this method, the Company records its share of EGS’s earnings (losses) in the statement of operations with equivalent amount of increases (decreases) to the investment. At April 28, 2015, the Company valued the Warrants at their fair value, or $120,000, using the Black Scholes model, and recorded their value as a reduction in the investment in EGS.  The Company recorded approximately $17,000 of its share of EGS’s net income for the period from April 29, 2015 through June 30, 2015 which is included in Interest expense and other income (loss) in the Condensed Consolidated Statement of Operations.   At June 30, 2015, the value of the investment in EGS was $230,000. The Warrant which permits a cashless exercise, and qualifies as a derivative, is recorded at fair value (based on observable inputs) with change in such value included in earnings.   At June 30, 2015, the value of the Warrants (a Level 2 Security) was $90,000, which is included in Other Assets in the Condensed Consolidated Balance Sheet.  The change in the value of the Warrants from April 28, 2015 to June 30, 2015 of $30,000 is included in Interest expense and other income (loss) in the Condensed Consolidated Statement of Operations.

On July 20, 2015, a fourth member joined EGS and invested $333,333, and received a 25% Membership Interest in EGS.  EGS advanced the funds to Merriman and increased its investment in the Note and in addition, received 166,666 additional Warrants which it distributed to its new member.  This transaction reduced the Company’s interest in EGS to 25%, and changed the expiration date of the Note to July 20, 2016, and extended the exercise date of the warrant to five years from that date.

Merriman is a financial services holding company that provides capital markets advisory and research, corporate and investment banking services through its wholly-owned principal operating subsidiary, Merriman Capital, Inc. (“MC”).  The Note is secured by 99.998% of the capital stock of MC.  Marshall Geller also received 166,666 Warrants with an exercise price of $1.00 per share that expire in five years.

The Note, pursuant to the terms of an Intercreditor Agreement entered into with Merriman’s current debt holders, is senior to all of Merriman’s debt.

8. Incentive stock plans and stock based compensation

Common stock options

The Company had initially adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), which was subsequently amended in March 2007 (the “2003 Plan Amendment”). In December 2007, the Company adopted the National Patent Development Corporation 2007 Incentive Stock Plan (the “2007 NPDC Plan”).  The 2003 Plan Amendment and the 2007 NPDC Plan shall be collectively referred to as the “Plans”. The Plans provide for up to 3,500,000 and 7,500,000 awards for shares under the 2003 Plan Amendment and 2007 NPDC Plan, respectively, in form of discretionary grants of stock options, restricted stock shares, restricted stock units (RSUs) and other stock-based awards to employees, directors and outside service providers. The  Plans are administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. The term of any option granted under the plans will not exceed ten years from the date of grant and, in the case of incentive stock options that are granted to a 10% or greater holder of total voting stock of the Company, shall expire three years from the date of grant.  The exercise price of any option granted under the Plans may not be less than the fair market value of the common stock on the date of grant or, in the case of incentive stock options that are granted to a 10% or greater holder of total voting stock, 110% of such fair market value.

The Company recorded no compensation expense related to option grants for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,200,720 and under the 2003 Plan Amendment is 700,000.

During the six months ended June 30, 2015, there was no option activity.  As of June 30, 2015, there were outstanding options to acquire 3,250,000  shares of common stock, all of which were vested and exercisable, have a weighted average exercise price of $2.31 per share, a weighted average contractual term of 2.1 years and an aggregate intrinsic value of $71,000.

. 

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of 849,280 RSUs on the closing date to be settled in shares of Company common stock as follows:

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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 were 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 and $139,000 for each of the quarters and six months ended June 30, 2015 and 2014 related to these RSUs. As of June 30, 2015, the total unrecognized compensation expense related to these unvested RSUs is $114,000, which will be recognized over the remaining vesting period of approximately six months.

In addition, the following RSUs were granted to employees of the Company:

(c) 17,738 RSUs were granted to certain employees on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014.  At June 30, 2015, 11,701 of the RSU’s were still outstanding.  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 $5,000, respectively, for each of the quarters and six months ended June 30, 2015 and 2014 related to these RSUs.  The total unrecognized compensation expense related to these unvested RSUs at June 30, 2015 is $6,000, which will be recognized over the remaining vesting period of approximately one year.

d) 30,000 RSUs were granted to an employee on June 10, 2014, which will vest on the third anniversary of the individual’s employment, assuming the individual is still employed at that time.   The RSUs are valued based on the closing price of the Company’s common stock on June 10, 2014 of $1.90.  The Company did not record any compensation expense for the quarter and six months ended June 30, 2015, but reversed $11,000 of compensation expense previously recorded during the year ended December 31, 2014 related to these RSUs since in the first quarter of 2015, the individual was no longer employed by the Company and the above 30,000 RSUs were cancelled. 

e) 100,000 RSUs were issued on each of January 19, 2015 and March 31, 2015, to two newly appointed directors of the Company.  The RSUs will vest equally over 3 years.  The RSUs are valued based on the closing price of the Company’s common stock on January 19, 2015 and March 31, 2015 of $1.70 and $1.85, respectively, less an average discount of 8% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $1.56 and $1.70, respectively.  The Company recorded compensation expense of $27,000 and $38,000, respectively, for the quarter and six months ended June 30, 2015 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2015 is $287,000, which will be recognized over the remaining vesting period of approximately three years.

9.  Intangible Assets

At June 30, 2015, 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	$	894	$	2,287
Trademarks	10 years		433		110		323
Proprietary software and technology	4 years		960		607		353
		$	4,574	$	1,611	$	2,963

For the six months ended June 30, 2015 amortization expense was $318,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

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Year ending December 31,
2015 (remainder)	$318
2016	630
2017	397
2018	397
2019	397
2020-2023	824
	$2,963

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10.  Related party transactions

 Effective June 1, 2010, the Company had 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. The Company had been subleasing a portion of the Bedford Oak space and has access to various administrative support services on a month-to-month basis.  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 believed, was necessary to provide for the increased personnel and space requirements necessary for an operating company.   

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.  Operating expenses for the six  months ended June 30, 2015 and 2014 includes $83,000 and $231,000, respectively, and for the three months ended June 30, 2015 and June 30, 2014 includes $0  and $109,000, respectively, related to the sublease arrangement with Bedford Oak.   In March 2015, the Audit Committee approved the elimination of the monthly sublease and administrative support services fee effective March 31, 2015 as a result of the Company’s relocation to its new corporate headquarters. See Note 13(d).

 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, which are included in Other investment advisory services, amounted to $219,000 and $428,000 for the three and six months ended June 30, 2015, respectively, and $220,000 and $427,000 for the three and six months ended June 30, 2014, respectively.

11.  Income taxes

For the three and six months ended June 30, 2015, the Company recorded income tax expense from continuing operations of $16,000 and $33,000, respectively, which represents minimum state taxes. For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000 and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations. 

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2015, or for the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

12.  Retirement plans

a) The Company maintains a 401(k) Savings Plan (the “Plan”), for full time employees who have completed at least one hour of service coincident with the first day of each month.  The Plan permits pre-tax contributions by participants.   Effective January 15, 2013, the employees of Winthrop and its subsidiaries were eligible to participate in the Plan, and the Company ceased matching the participant’s contributions.

b) 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 June 30, 2015, on an undiscounted basis is $1,570,000, of which $175,000 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 the Company’s acquisition of Winthrop, 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 $1,027,000 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 and six months ended June 30, 2015, interest expense amounted to $37,000 and $75,000, respectively. For the three and six months ended June 30, 2014, interest expense amounted to $25,000 and $50,000, respectively.   At June 30, 2015, the present value of the obligation under the Bonus Plan was $889,000, respectively, net of discount of $681,000.

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13.  Contingencies and other

a)  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.  On or about May 17, 2011,  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”). 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. 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 the settlement agreement, and during the year ended December 31, 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 received a net payment of $525,000, which was recorded as income in discontinued operations during the three months ended June 30, 2014.

(b) Pursuant to his Employment Agreement, Mr. Peter Donovan serves as Chief Executive Officer of Winthrop, commencing upon the Closing Date.  Mr. Donovan’s Employment Agreement provides for a term of five years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period.  Mr. Donovan is receiving an annual base salary of $300,000, subject to increases at the discretion of the Compensation Committee of Winthrop’s Board of Directors.  During the initial term of Mr. Donovan’s Employment Agreement but subsequent to the third anniversary of the Closing Date (December 19, 2015), in the sole discretion of the Board of Directors of Winthrop, Mr. Donovan will assume the position of Executive Chairman of Winthrop in lieu of his position as Chief Executive Officer, with such authority, duties and responsibilities as are commensurate with his position as Executive Chairman and such other duties and responsibilities as may reasonably be assigned to him by the Chief Executive Officer of the Company.  As Executive Chairman, Mr. Donovan will be entitled to an annual base salary of $200,000.  During his employment under the Employment Agreement, Mr. Donovan reports directly to the Chief Executive Officer of the Company.

Under their respective Employment Agreements, the three other key executives are serving as Senior Managing Directors of Winthrop.  Their Employment Agreements each provide for a term of three years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period.  On June 16, 2015 the other three key executives were informed that their contracts would not be automatically renewed.  Each of the other three key executives is receiving an annual base salary of $250,000.  In addition to their base salaries, each of the other three key executives are entitled to receive a “Stay/Client Retention Bonus” of $114,000.  The Stay/Client Retention Bonus is payable in equal installments on the Closing Date and first, second and third anniversaries of the Closing Date.  Two of the executives elected to receive the Stay/Client Retention Bonus in RSUs, valued at $2.00 per RSU (a total of 114,000 RSUs) which vest in equal annual installments on the first, second and third anniversaries of the Closing Date provided that the recipient is then employed by Winthrop or one of its affiliates and the third elected to receive cash payable in four equal installments of $28,500 each.

(c) 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.

(d) On July 1, 2014, Winthrop, pursuant to the terms of its Milford facility lease, gave eight months’ notice to their landlord to terminate their lease in Milford, Connecticut.  In August 2014, the Company entered into a five year sublease in Greenwich, Connecticut for 10,000 square feet.  Estimated annual rent for the Greenwich, Connecticut space, which expires on September 30, 2019 is as follows; $234,000 (2015), $240,000 (2016), $248,000 (2017), $255,000 (2018), and $196,000 (through September 30, 2019).   The Company moved its corporate office from Mount Kisco, New York to the new Greenwich, Connecticut facility in March 2015, which resulted in a consolidation of the Company’s operations.

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(e) On September 26, 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair of two dams in which the Company and its subsidiaries have certain ownership interests.  The first Order requires that the Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut.  The second Order, as subsequently revised by DEEP on October 10, 2014, requires that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut.  The Company has administratively appealed and contested the allegations in both Orders.  As the administrative appeal of both Orders is in its early stages, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome.

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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, 2014 filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 23, 2015.

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 June 30, 2015, AUM was $1.43 billion, as compared to $1.45 billion at December 31, 2014.  The change in AUM was due to deposits of $90 million and increased market value of $13 million, offset by redemptions and withdrawals of $122 million.

Three months ended June 30, 2015 compared to the three months ended June 30, 2014

For the three months ended June 30, 2015, the Company had a loss from continuing operations before income taxes of $776,000 compared to a loss from continuing operations before income taxes of $955,000 for the three months ended June 30, 2014.   The reduced loss of $179,000 was primarily the result of increased revenues of $68,000, reduced Compensation and benefits of $95,000 and reduced Other operating expenses of $111,000, partially offset by an increased expense for the Change in fair value of contingent consideration of $76,000.   Included in the loss incurred for the quarters ended June 30, 2015 and 2014, 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 $74,000 and $74,000 related to RSU’s issued to Winthrop employees.

Compensation and benefits

For the three months ended June 30, 2015, Compensation and benefits were $1,211,000 as compared to $1,306,000 for the three months ended June 30, 2014. 

The reduced Compensation and benefits of $95,000 for the three months ended June 30, 2015 were the result of reduced costs at Winthrop due to reduction in staff levels.  Included in Winthrop’s Compensation and  benefits for the three months ended June 30, 2015 and 2014 are the following; (i) stay and retention bonuses of $34,000 and (ii) compensation expense of $74,000 for the three months ended June 30, 2015 and 2014  related to RSU’s issued to  Winthrop employees.

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Other operating expenses

For the three months ended June 30, 2015, Other operating expenses were $894,000 as compared to $1,005,000 for the three months ended June 30, 2014.  

The reduced operating expenses of $111,000 were the result of reduced operating  expenses at the corporate level of $160,000 primarily due to reduced facility costs related to the move to the Company’s new Greenwich, Connecticut headquarters, as well as reduced professional fees, partially offset by increased maintenance and legal costs related to the Company’s properties in Killingly CT, partially offset by increased operating  expenses of $49,000 incurred by Winthrop. The increase in Winthrop’s operating expenses was due to increased professional fees and outside information services. Included in Winthrop’s Other operating expenses for the three months  ended June 30, 2015 and 2014 is amortization of intangibles of $159,000.

Six months ended June 30, 2015 compared to the six months ended June 30, 2014

For the six months ended June 30, 2015, the Company had a loss from continuing operations before income taxes of $1,600,000 compared to a loss from continuing operations before income taxes of $1,071,000 for the six months ended June 30, 2014.  The increased loss of $529,000 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.     The $719,000 gain in 2014 was partially offset by reduced Compensation and benefits of $116,000, reduced expense for the Change in fair value of contingent consideration of $62,000 and increased revenues of $74,000, partially offset by increased Interest expense and other (loss) income, net of $66,000.  Included in the loss incurred for the six months  ended June 30, 2015 and 2014 for Winthrop are amortization of intangibles of $318,000 and $318,000, amortization of stay and retention bonuses of $67,000 and $68,000  and compensation expense of $133,000 and  $146,000 related to RSU’s issued to Winthrop employees, respectively.

Compensation and benefits

For the six months ended June 30, 2015, Compensation and benefits were $2,517,000 as compared to $2,633,000 for the six months ended June 30, 2014. 

The reduced Compensation and benefits of $116,000 were the result of reduced costs of $138,000 at Winthrop resulting from reduced staff levels, partially offset by increased expenses of $22,000 at the corporate level.  Included in Winthrop’s Compensation and  benefits for the three months ended June 30, 2015 and 2014, respectively, are the following; (i) stay and retention bonuses of $67,000 and $68,000 and (ii) compensation expense of $133,000 and $146,000 for the six months ended June 30, 2015 and 2014  related to RSU’s issued to  Winthrop employees.

Other operating expenses

For the six months ended June 30, 2015, Other operating expenses were $1,965,000 as compared to $1,969,000 for the six months ended June 30, 2014.  

During the six months ended June 30, 2015, at the corporate level, the Company had reduced facility costs related to the move to the Company’s new Greenwich, Connecticut headquarters, as well as reduced professional fees, partially offset by increased maintenance and legal costs related to the Company’s properties in Killingly CT.  Included in Winthrop’s Other operating expenses for the six months ended June 30, 2015 and 2014 is amortization of intangibles of $159,000.

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.

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Wright Private Asset Management, LLC (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, of which there are four 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 $617,000 and $1,240,000 for the quarter and six months ended June 30, 2015, respectively, as compared to $638,000 and $1,327,000 for the quarter and six months ended June 30, 2014, 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 reduced revenue of $21,000 and $87,000, respectively, for the quarter and six months ended June 30, 2015 was attributable to decreased AUM of $25,000,000 for the second quarter of 2015 and $22,000,000 for the first quarter of 2015 within the Personal Managed Accounts, which maintains a higher fee structure than the Taft-Hartley business, which business also had reduced AUM for the comparable periods of $18,000,000 and $27,000,000.

Revenue from Other investment advisory services was $718,000 and $1,415,000 for the quarter and six months ended June 30, 2015 respectively, as compared to $661,000 and $1,288,000 for the quarter and six months ended June 30, 2014, respectively.   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. The increased revenue of $57,000 and $127,000, respectively,  for the quarter and six months ended June 30, 2015 is due to increased AUM as compared to the comparable periods in 2014, primarily due to increased AUM of approximately $80,000,000 in the Bank Trust business for the second quarter of 2015 and $104,000,000 for the first quarter of 2015, as compared to the comparable periods of 2014.

Revenue from the sale of Financial research information and related data was $170,000 and $328,000 for the quarter and six months ended June 30, 2015, respectively, as compared to $138,000 and $294,000 for the quarter and six months ended June 30, 2014, 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 Winthrop utilizes to produce its financial research and related data is primarily obtained from a third-party, Worldscope (currently owned by Thomson Reuters), which was at no cost to Winthrop through August 2014.  The Company concluded negotiations with Thomson Reuters in July 2014 and commenced paying for the updates in August 2014 at the most favored vendor rate.  The agreement expires in 2024.

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Income taxes

For the three and six months ended June 30, 2015, the Company recorded income tax expense from continuing operations of $16,000 and $33,000, respectively, which represents minimum state taxes. For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000 and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations. 

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2015, or for the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss.

 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.

In addition, the Company has a $333,333 Investment in EGS.  At June 30, 2015, such investment had a carrying value of $230,000.  See Note 7 to the Condensed Consolidated Financial Statements.

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

Financial condition

Liquidity and Capital Resources

At June 30, 2015, the Company had cash and cash equivalents totaling $9,910,000, which it intends to use to acquire interests in one or more operating businesses and to fund the Company’s operating activities.

The decrease in cash and cash equivalents of $1,253,000 for the six months ended June 30, 2015 was the result of  $910,000 used in operations and $343,000 used in investing activities, primarily related to the Company’s investment in EGS (see Note 7 to the Condensed Consolidated Financial Statements).

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Item 3.                           Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4.                           Controls and Procedures

The Company’s principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon such evaluation, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this quarterly report.

The Company’s principal executive officer and principal financial officer have also concluded that there was no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

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

Issuances of Equity Securities

On May 4, 2015, the Company issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), shares of Company common stock to Lawrence G. Schafran, Marshall S. Geller, and Richard C. Pfenniger Jr. directors of the Company, in payment of their first and second quarter 2015 quarterly directors fees for Mr. Geller and Mr. Schafran and the second quarter 2015 quarterly directors fees for Mr. Pfenigger.  Mr. Schafran, Mr. Geller and Mr. Pfenigger received 11,324, 10,616 and 4,392 shares of Company common stock, respectively.  The aggregate value of the 11,324, 10,616 and 4,392 shares of Company common stock issued to Mr. Schafran Mr. Geller and Mr. Pfenigger, respectively, were approximately $20,000, $18,750 and $8,125, respectively, on the date of issuance.  These shares were issued pursuant to exemptions from registration set forth in Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

This issuance qualified for exemption from registration under the Securities Act because (i) Mr. Schafran, Mr. Geller and Mr. Pfenigger are each an accredited investor, (ii) the Company did not engage in any general solicitation or advertising in connection with the issuance, and (iii) Mr. Schafran, Mr. Geller and Mr. Pfenigger received restricted securities.

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 June 30, 2015, the Company had repurchased 1,791,821 shares of its common stock and, a total of 3,208,179 shares remain available for repurchase.   There were no common stock repurchases made by or on behalf of the Company during the quarter ended June 30, 2015.

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Item 6.		Exhibits.
Exhibit No.		Description
10.22		Limited Liability Company Agreement for EGS, LLC effective April 28, 2015
10.23		Note Purchase Agreement Between EGS, LLC and Merriman Holdings, Inc., effective April 28, 2015
10.24	*	-Note Purchase Agreement Between EGS, LLC and Merriman Holdings, Inc., effective July 16, 2015
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.

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SIGNATURES

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

	WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
Date: August 14, 2015	/s/ HARVEY P. EISEN
	Name: Harvey P. Eisen
	Title: Chairman of the Board and Chief Executive Officer
Date: August 14, 2015	/s/ IRA J. SOBOTKO
	Name: Ira J. Sobotko
	Title: Vice President, Chief Financial Officer

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EX-10.24

Exhibit 10.24

NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT dated as of July 16, 2015 (this “Agreement”) between the EGS, LLC, a Delaware limited liability company (the “Purchaser”), and Merriman Holdings, Inc., a Delaware corporation (the “Company”).

WHEREAS, the Purchaser and the Company entered into the Note Purchase Agreement dated as of April 20, 2015 (the “Original Note Purchase Agreement”), pursuant to which the Company issued to the Purchaser, and the Purchaser purchased from the Company, the Note and the Warrants (both as defined in the Original Note Purchase Agreement)

WHEREAS, subject to the terms and conditions in this Agreement, the Purchaser is purchasing the Additional Note and the Additional Warrants (each as defined herein), subject to the terms and condition hereof.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.             Purchase of Secured Promissory Note and Common Stock Purchase Warrants. On the terms and subject to the conditions contained in this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue to Purchaser, for an aggregate purchase price of $333,333.33, (i) a Secured Promissory Note in the original principal amount of $333,333.33 (the “Additional Note”), provided, however, if the Purchaser tenders to the Company for exchange the $1,000,000 secured promissory note dated April 20, 2015 issued by the Company pursuant to the Original Note Purchase Agreement, the Company shall issue to the Purchaser, in exchange therefor and for the Additional Note, a Secured Promissory Note in the original principal amount of $1,333,333.33 in the form attached hereto as Exhibit A (the “Note”), and (ii) a Common Stock Purchase Warrant to purchase 166,667 shares of common stock of the Company, in substantially the same form as the warrants issued pursuant to the Original Note Purchase Agreement (the “Warrants”, and together with the Note, the “Securities”).  The Company’s obligations under the Note shall be secured by a pledge by the Company of all of the capital stock of Merriman Capital, Inc., a California corporation, owned by it (which constitutes 99.998% of the issued and outstanding common stock, par value $0.0001 per share, which is the only class of its capital stock outstanding) pursuant to the Stock Pledge Agreement dated as of April 20, 2015 (as amended from time to time, the “Stock Pledge Agreement”) between the Company and the Purchaser.  All other outstanding indebtedness of the Company shall be subordinated to the prior payment in full of the Note, and any and all liens and security interests securing any of such indebtedness shall be subordinated to the liens and security interests securing the Note, pursuant to the Intercreditor Agreement dated as of April 20, 2015 (as amended as of July 10, 2015) among the holders of such other indebtedness, the Purchaser and the Company.

The Purchaser shall be entitled to instruct the Company to issue the Warrants in a name designated by the Purchaser.

2.             Representations and Warranties of the Company.  The Company hereby represents and warrants to the Purchaser as follows:

2.1              Authority; Binding Agreements.  The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware.  The execution, delivery and performance of this Agreement by the Company has been duly approved by all required parties and all other actions required to authorize the offer and sale of the Securities have been duly taken.  The Company has the requisite power and authority to execute and deliver this Agreement, and perform its obligations therein and consummate the transactions contemplated hereby.  When executed and delivered by the Company, this Agreement will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

2.2              No Governmental Consents.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions contemplated hereby, except qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Securities under applicable federal and state securities laws, which filings and qualifications, if required, will be accomplished in a timely manner.

3.             Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Company as follows:

3.1              Due Execution; Enforceability.  The Purchaser has duly executed and delivered this Agreement and this Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or at equity).

3.2              Financial Status.  The Purchaser has such knowledge and experience in financial and business matters as will enable the Purchaser to evaluate the merits and risks of an investment in the Company, and the Purchaser has the capacity to protect its own interests in connection with an investment in the Securities.

3.3              Investment Intent.  The Purchaser is acquiring the Securities for its own account as a principal, for investment purposes only, not for any other person or entity and not for the purpose of resale or distribution.  Other than designating that the Warrants be issued in the name of the members of the Purchaser individually, the Purchaser does not have any present intention of selling, granting any participation in or otherwise distributing any such Securities.

4.             Board Observer Rights.  So long as the Note remains outstanding, the Company shall hold regular meetings of its board of directors at least once per calendar quarter and the Purchaser shall be entitled to designate one (1) observer to the board of directors of the Company, and any committee thereof, which observer shall receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to directors in connection with, and shall be entitled to attend, all meetings of the board of directors of the Company, and any committee thereof.  Such observer shall also receive (at the same time and in the same manner provided to the directors) notice of and copies of all materials provided to the directors of the Company in connection with any actions to be taken by written consent of the board of directors of the Company, and any committee thereof.  The Company shall reimburse Purchaser for all reasonable expenses (including all travel, meal and lodging expenses) incurred by its board observer in connection with attending any meetings described above.

5.             Miscellaneous Provisions.

5.1              Further Assurances. The Purchaser and the Company each hereby covenant to execute and deliver, from time to time, such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby, including any required regulatory approvals or any approvals by any applicable governmental authority.

5.2              Assignment.  Except as expressly contemplated in Section 1 hereof, neither party shall have the right or the power to assign or delegate any provision of this Agreement or any rights it may have in, to or under this Agreement except with the prior written consent of the other party.  Except as provided in the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors, assigns, executors and administrators.

5.3              Interpretation; Counterparts.  The headings contained in this Agreement are for reference purposes only and do not define or limit the provisions hereof.  Section, party, recital, exhibit and preamble references are to this Agreement unless otherwise stated.  This Agreement may be executed by facsimile and in separate counterparts, each of which shall be deemed an original and both of which shall constitute one and the same document.

5.4              Entire Agreement.  This Agreement and any agreement referred to herein or executed contemporaneously herewith, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral or written, and all contemporaneous oral, agreements, representations, warranties, statements, promises and understandings with respect to the subject matter hereof.  This Agreement may be amended only in a writing executed by the party to be bound thereby.

5.5              No Implied Waivers.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.6              Expenses.  Except as otherwise specifically provided in this Agreement, the parties to this Agreement shall bear their respective costs and expenses incurred in connection with the preparation and execution of this Agreement and the transactions contemplated hereby.

5.7              Severability.  If any provision of this Agreement or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances is not affected thereby, and that provision shall be enforced to the greatest extent permitted by law.

5.8              GOVERNING LAW.  THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

5.9              CONSENT TO JURISDICTION.  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY NEW YORK STATE STATE OR UNITED STATES FEDERAL COURT SITTING IN NEW YORK, NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH AN ACTION OR PROCEEDING.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN THIS AGREEMENT (WHICH MAILING SHALL BE BY CERTIFIED MAIL).  EACH PARTY HERETO AGREES THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

IN WITNESS WHEREOF, the parties have hereby executed this Subscription Agreement as of the day set forth above and in the acceptance set forth below.

MERRIMAN HOLDINGS, INC.
By:
	D. Jonathan Merriman
EGS, LLC
By:
	Marshall Geller, Managing Member

EXHIBIT A

FORM OF SECURED PROMISSORY NOTE

SECURED PROMISSORY NOTE

$1,333,333.33 July 16, 2015

San Francisco, California

FOR VALUE RECEIVED, MERRIMAN HOLDINGS, INC., a Delaware corporation (“Maker”), hereby promises to pay to the order of EGS, LLC, a Delaware limited liability company (“Lender”), its successors and assigns, in lawful money of the United States of America, the lesser of ONE MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE HUNDRED THIRTY-THREE AND 33/100 DOLLARS ($1,333,333.33) or the principal amount outstanding from time to time under this Promissory Note, together with accrued and unpaid interest thereon, at the rate or rates set forth below, on July 16, 2016 (or, if such date is not a business day, the next preceding business day) (the “Maturity Date”) or such earlier date on which all outstanding obligations payable by Maker hereunder become due and payable in accordance with the terms hereof.

The unpaid principal amount of this Promissory Note shall bear interest at a rate per annum equal to twelve percent (12.00%) calculated on the basis of a 365 day year and the actual number of days elapsed and payable quarterly in arrears on the last business day of July, October and January in each year and on the Maturity Date (each, an “Interest Payment Date”); provided, however, that upon the occurrence and during the continuance of any Event of Default (as hereinafter defined), all outstanding principal (and, to the extent permitted by law, accrued interest that was payable, but was not paid, on any prior Interest Payment Date) shall bear interest at a rate per annum equal to fifteen percent (15.00%) calculated on the basis of a 365 day year and the actual number of days elapsed, which interest shall be payable upon demand.  If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Promissory Note.  All accrued and unpaid interest on this Promissory Note shall be payable on the Maturity Date or on such earlier date as this Promissory Note shall be prepaid, in whole or in part.

This Promissory Note replaces the secured promissory note dated April 20, 2015 in the stated principal amount of $1,000,000 made by the Maker payable to the order of the Lender (the “Original Promissory Note”); accrued interest on the principal amount of the Original Promissory Note outstanding from time to time from and including the date of initial funding thereof on April 28, 2015 through but excluding the date of this Promissory Note, shall be paid on the Interest Payment Date occurring on July 31, 2015 (the “Initial Interest Payment Date”).  This Promissory Note also evidences an additional loan made by the Lender to the Maker in the principal amount of $333,333.33 on or about the date hereof; accrued interest on the principal amount of such additional loan outstanding from time to time from and including the date of funding thereof through and including the Initial Interest Payment Date, together with interest accruing on the portion of the principal amount hereof heretofore evidenced by the Original Promissory Note from and including the date of this Promissory Note through and including the Initial Interest Payment Date, also shall be paid on the Initial Interest Payment Date.

As additional consideration to Lender, and a material inducement to Lender to loan funds to the Maker pursuant to this Note, Maker agrees to issue to the Lender warrants to purchase Common Stock, $0.0001par value per share (“Common Stock”), of the Maker (the “Warrants”).  The number of shares of Common Stock issuable upon exercise in full of the Warrants (the “Warrant Shares”) shall be 666,667, the exercise price of the Warrants shall be $1.00 per Warrant Share and the expiry date of the Warrants shall be the date that is five (5) years after the date hereof; provided, however, that the exercise price of any Warrants exercised after the occurrence of an Event of Default (as hereinafter defined) (regardless whether such Event of Default is cured or waived) shall be $0.01 per Warrant Share.  Warrants to purchase 500,000 Warrant Shares were issued and delivered to the Lender together with delivery to the Lender of the Original Promissory Note; the expiry date of such Warrants shall be amended to be the date that is five (5) years after the date hereof.  Warrants to purchase the remaining 166,667 Warrant Shares shall be delivered to the Lender substantially concurrently with the delivery of this Promissory Note to the Lender.

Issuer hereby represents and warrants that the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable upon issuance.  The Warrant Shares will not be registered under the Securities Act of 1933, as amended, and will carry legends restricting resale.

This Promissory Note may be prepaid in whole or in part at any time, without premium or penalty.

This Promissory Note shall not entitle Lender to any rights as a stockholder of Maker.

This Promissory Note is secured pursuant to that certain Stock Pledge Agreement, dated as of April 20, 2015 (as amended as of the date hereof, the “Stock Pledge Agreement”) between Maker and Lender.

This Promissory Note, together with the Stock Pledge Agreement, the Note Purchase Agreement dated as of April 20, 2015 or the Note Purchase Agreement dated as of July 16, 2015, both between the Maker and the Lender (together, the “Note Purchase Agreements”) and the Subordination Agreement (as hereinafter defined) are referred to herein as the “Loan Documents”.

Maker agrees that neither Maker nor any of its Subsidiaries will (i) incur or suffer to exist any indebtedness other than Permitted Indebtedness, or (ii) incur any other obligations of any nature whatsoever other than in the ordinary course of business, or (iii) prepay, in whole or in part, any indebtedness or other obligations of Maker prior to the stated maturity thereof (provided, however, that Maker may prepay its $500,000 promissory note made payable to Manatuck Hill Scout Fund LP in an amount up to $200,000 so long as, after giving effect to such prepayment, such promissory note continues to be outstanding in a principal amount not less than $300,000), or (iv) create or suffer to exist any lien on or security interest in any of its assets, other than (x) liens and security interests arising under the Stock Pledge Agreement, (y) liens and security interests that are contractually subordinated to liens and security interests arising under the Stock Pledge Agreement, securing indebtedness that is contractually subordinated to the prior payment in full of this Promissory Note, pursuant to the Intercreditor Agreement dated as of April 20, 2015, as modified by the Consent and Amendment No. 1 to Intercreditor Agreement dated as of July 10, 2015 (as so modified, the “Subordination Agreement”) among the Lender, holders of all other outstanding indebtedness of the Maker, and the Maker and (z) liens and security interests arising by operation of law that do not secure indebtedness for borrowed money, or (v) sell, assign, or otherwise transfer all or any material part of its assets, other than, in the case of any Subsidiary, in the ordinary course of its business, or (vi) in the case of Maker, pay any dividend or make any other distribution in respect of its Common Stock or any other equity interest in Maker.

“Permitted Indebtedness” shall mean, (1) all indebtedness of Merriman Capital, Inc., a California corporation and a wholly-owned subsidiary of Maker, disclosed to Lender by Maker prior to Maker’s delivery of the Original Promissory Note to Lender, including, but not limited to, that certain Demand Promissory Note dated as of April 9, 2015, executed and delivered by Merriman Capital, Inc. to Ronald L. Chez and (2) all indebtedness of Maker disclosed to Lender by Maker prior to Maker’s delivery of the Original Promissory Note to Lender that is subject to the Subordination Agreement.

Upon the occurrence of any Event of Default described in clause (a) or (b) below, immediately and without notice, all outstanding obligations payable by Maker hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein to the contrary notwithstanding.  Upon the occurrence of an Event of Default under clause (c), (d), (e), (f) or (g) below, and at any time thereafter during the continuance of such Event of Default, at the option and upon written notice of Lender, all outstanding obligations payable by Maker hereunder shall, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and Lender may, immediately and without expiration of any period of grace, enforce payment of all outstanding obligations, anything contained herein to the contrary notwithstanding.  In addition to the foregoing remedies, upon the occurrence and during the continuance of any Event of Default, Lender may exercise any other right power or remedy permitted to it by law, either by suit in equity or by action at law, or both. The occurrence of any one or more of the following shall constitute an “Event of Default”:

(a)           Maker (i) applies for or consents to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property; (ii) is unable, or admits in writing its inability, to pay its debts generally as they mature; (iii) makes a general assignment for the benefit of its or any of its creditors; (iv) is dissolved or liquidated in full or in part; (v) becomes insolvent (as such term may be defined or interpreted under any applicable statute); (vi) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consents to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it; or (vii) takes any action for the purpose of effecting any of the foregoing;

(b)           Proceedings for the appointment of a receiver, trustee, liquidator or custodian of Maker or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Maker or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect are commenced and an order for relief is entered or such proceeding is not be dismissed or discharged within thirty (30) days of commencement;

(c)           Maker (i) shall fail to pay any accrued and unpaid interest on this Promissory Note (or fail to make any other payment (other than payment of principal hereof) that is due and payable hereunder or under the Stock Pledge Agreement) when the same becomes due and payable and such failure shall continue for five (5) business days or (ii) shall fail to repay any principal of this Promissory Note when the same becomes due and payable;

(d)           Maker (i) shall fail to observe or perform any covenant contained in clause (i) through (vi) in the preceding paragraph or (ii) shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Promissory Note (other than those specified in clause (c) above) or in any other Loan Document and such failure shall continue for fifteen (15) business days after Maker’s receipt of written notice from Lender of such failure or, if earlier, after Maker has knowledge or notice thereof;

(e)           A material breach of the Stock Pledge Agreement by Maker or a material breach of the Subordination Agreement by Maker or a Subordinated Lender (as defined therein);

(f)            Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Maker to Lender in writing in or in connection with this Promissory Note or any other Loan Document, or as an inducement to Lender to make the loans evidenced by this Promissory Note, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; or

(g)           The Maker or any of its Subsidiaries shall fail to pay any other indebtedness for borrowed money or interest thereon at maturity thereof, or a breach of or default under any agreement or other document governing, or any instrument evidencing, any such indebtedness shall occur which results in a right by the holders thereof, whether or not exercised, to accelerate the maturity of such indebtedness.

Maker hereby waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Promissory Note. Maker shall pay all costs of collection when incurred, including attorneys’ fees, costs and expenses.

This Promissory Note shall be construed and interpreted in accordance with, and be governed by the internal laws of, the State of New York.  The Maker agrees to submit to the jurisdiction of New York state courts and United States federal courts sitting in New York, New York, and waives trial by jury. In the event that any provision of this Promissory Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to Maker, to: Merriman Holdings, Inc., 250 California Street, 16th Floor, San Francisco, California 94104, Attention: General Counsel, telecopier: (415) 248-5698, (ii) if to Lender to: Marshall Geller, St. Cloud Capital, LLC, 310 St. Cloud Road, Los Angeles, California 90077, email: mgeller@stcloudcapital.com, as may be updated by a party by written notice to the other party from time to time.

IN WITNESS WHEREOF, Maker has caused this Promissory Note to be executed as of the day and year first above written.

MERRIMAN HOLDINGS, INC.
By:
	Name:  D. Jonathan Merriman
	Title:  Chief Executive Office

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: August 14, 2015

/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: August 14, 2015

/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 June 30, 2015, 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:	August 14, 2015

/s/ IRA J. SOBOTKO
Name:	Ira J. Sobotko
Title:	Vice President, Chief Financial Officer (Principal Financial Officer)
Date:	August 14, 2015

XML

Related party transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	May. 13, 2014	Oct. 31, 2012
Related Party Transaction [Line Items]
Operating expenses	$ 2,105,000	$ 2,311,000	$ 4,482,000	$ 4,602,000
Bedford Oak [Member] | Sublease arrangement [Member]
Related Party Transaction [Line Items]
Monthly sublease payment amount					$ 27,600	$ 40,700
Operating expenses	0	109,000	83,000	231,000
Winthrop [Member]
Related Party Transaction [Line Items]
Investment management and distribution fees	$ 219,000	$ 220,000	$ 428,000	$ 427,000

XML

Per share data (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Weighted average number of common shares outstanding	19,245,000	19,088,000	19,236,000	19,085,000
Weighted average number of common shares, vested RSUs	737,772	608,526	734,815	606,836
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	3,250,000	3,250,000	3,250,000
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	328,128	300,640	328,128	300,640

XML

Sale of MXL investment

6 Months Ended

Jun. 30, 2015

Sale of MXL investment [Abstract]

Sale of MXL investment

3.  Sale of MXL investment

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. 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 for the six months ended June 30, 2014.

XML

Incentive stock plans and stock based compensation (Common Stock Options) (Details) - Jun. 30, 2015 - USD ($)	Total
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options	3,250,000
Outstanding options, weighted average exercise price	$ 2.31
Outstanding options, weighted average contractual term	2 years 1 month 6 days
Outstanding options, aggregate intrinsic value	$ 71,000
2003 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	3,500,000
Number of shares reserved and available for award	700,000
2007 NPDC Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	7,500,000
Number of shares reserved and available for award	6,200,720
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of any option granted under the plans	10 years
Term for options granted to a 10% or greater holder of total voting stock	3 years
Sharebased Compensation Arrangement By Sharebased Payment Award Exercise Price Of Options Granted Percentage Of Fair Market Value	110.00%

XML

Investment in LLC (Details) - USD ($)	1 Months Ended	2 Months Ended	6 Months Ended
	Apr. 28, 2015	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jul. 20, 2015	Apr. 29, 2015	Dec. 31, 2014
Schedule of Equity Method Investments [Line Items]
Investment amount			$ 333,000
Equity investment		$ 230,000	230,000
Value of warrants owned		90,000	90,000			$ 120,000
Change in value of warrant			30,000
Share of income from equity method investments			17,000
EGS [Member]
Schedule of Equity Method Investments [Line Items]
Investment amount	$ 333,333
Units acquired	333,333
Membership Interest	33.33%
Equity investment		230,000	230,000
Value of warrants owned	$ 120,000	90,000	$ 90,000
Change in value of warrant		30,000
Share of income from equity method investments		$ 17,000
Marshall Geller [Member] | EGS [Member]
Schedule of Equity Method Investments [Line Items]
Investment amount	$ 333,333
Units acquired	333,333
Membership Interest	33.33%
Merriman [Member]
Schedule of Equity Method Investments [Line Items]
Note Purchase Agreement, aggregate purchase price	$ 1,000,000
Common Stock Purchase Warrant, amount of shares	500,000
Exercise price of warrants	$ 1.00
Term of warrants	5 years
Warrants received	166,666
Merriman [Member] | Marshall Geller [Member]
Schedule of Equity Method Investments [Line Items]
Exercise price of warrants	$ 1.00
Term of warrants	5 years
Merriman [Member] | Marshall Geller [Member] | EGS [Member]
Schedule of Equity Method Investments [Line Items]
Warrants received	166,666
Senior Secured Note [Member] | Merriman [Member]
Schedule of Equity Method Investments [Line Items]
Term of note	1 year
Principal amount	$ 1,000,000
Interest rate	12.00%
Senior Secured Note [Member] | MC [Member]
Schedule of Equity Method Investments [Line Items]
Notes secured, percentage of capital stock	99.998%
Subsequent event [Member] | EGS [Member]
Schedule of Equity Method Investments [Line Items]
Membership Interest					25.00%
Noncontrolling interest					$ 333,333
Noncontrolling interest, ownership percentage					25.00%
Warrants owned by noncontrolling interests					166,666

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Incentive stock plans and stock based compensation (Restricted Stock) (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)			1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 10, 2014	Feb. 04, 2013	Mar. 31, 2015	Jan. 19, 2015	Dec. 19, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted					849,280
Four Key Executives Group One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted					479,280
Post-vesting restrictions, term					3 years
RSUs value per share					$ 2.52
RSU, discount rate					20.00%
RSUs Value per share, less discount for post vesting restrictions on sale					$ 2.02
Compensation					$ 966,000
Four Key Executives Group Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted					370,000
RSUs value per share					$ 2.52
Vesting period for plan					3 years
RSU, discount rate					11.00%
RSUs Value per share, less discount for post vesting restrictions on sale					$ 2.25
Compensation						$ 69,000	$ 69,000	$ 139,000	$ 139,000
Unrecognized compensation cost						$ 114,000		$ 114,000
Unrecognized compensation recognition period								6 years
Certain employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted		17,738
RSUs outstanding						11,701		11,701
Post-vesting restrictions, term		3 years
RSUs value per share		$ 2.40
Vesting period for plan		3 years
RSU, discount rate		11.00%
RSUs Value per share, less discount for post vesting restrictions on sale		$ 2.25
Compensation						$ 3,000	$ 3,000	$ 5,000	$ 5,000
Unrecognized compensation cost						6,000		$ 6,000
Unrecognized compensation recognition period								1 year
Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted	30,000
RSUs value per share	$ 1.90
Compensation										$ (11,000)
Director One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted				100,000
RSUs value per share				$ 1.70
Vesting period for plan				3 years
RSU, discount rate				8.00%
RSUs Value per share, less discount for post vesting restrictions on sale				$ 1.56
Compensation						$ 27,000		$ 38,000
Director Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs, Granted			100,000
RSUs value per share						$ 1.85		$ 1.85
Vesting period for plan			3 years
RSU, discount rate			8.00%
RSUs Value per share, less discount for post vesting restrictions on sale			$ 1.70
Two Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost						$ 287,000		$ 287,000
Unrecognized compensation recognition period								3 years

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Intangible Assets (Intangible Assets) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands	Total
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 4,574
Accumulated Amortization	1,611
Net carrying amount	$ 2,963
Investment Management and Advisory Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	9 years
Gross carrying amount	$ 3,181
Accumulated Amortization	894
Net carrying amount	$ 2,287
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	10 years
Gross carrying amount	$ 433
Accumulated Amortization	110
Net carrying amount	$ 323
Proprietary Software and Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful life	4 years
Gross carrying amount	$ 960
Accumulated Amortization	607
Net carrying amount	$ 353

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Liability for Contingent Consideration

6 Months Ended

Jun. 30, 2015

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 based on an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be payable.  The fair value was calculated by applying a lattice model, which takes into account the potential for the Company's common 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 stock price of $1.52 and $1.79 at June 30, 2015 and June 30, 2014, respectively, expected volatility 50% at both June 30, 2015 and 2014 in the Company's common stock and the risk free interest rate of 0.11% an 0.38% as of June 30, 2015 and 2014, respectively, during the remainder of the three year lock-up 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 $592,000 on June 30, 2015. The Company recognized an expense of $132,000 and $20,000, respectively, for the change in the value for the quarter and six months ended June 30, 2015 as compared to $56,000 and $82,000, respectively, for the quarter and six months ended June 30, 2014.

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Intangible Assets (Estimated Amortization Expense) (Details) - Jun. 30, 2015 - USD ($)	Total
Intangible Assets [Abstract]
Amortization expense related to intangible assets	$ 318,000
2015 (remainder)	318,000
2016	630,000
2017	397,000
2018	397,000
2019	397,000
2020-2023	824,000
Finite-Lived Intangible Assets, Net, Total	$ 2,963,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 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
Total revenues	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
Total expenses	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 liability for 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)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated deficit [Member]	Treasury stock, at cost [Member]
Balance at Dec. 31, 2014	$ 16,706	$ 191	$ 33,440	$ (15,566)	$ (1,359)
Balance, shares at Dec. 31, 2014		19,059,198
Net loss	(1,633)			$ (1,633)
Issuance of common stock to directors	47		$ 47
Issuance of common stock to directors, shares		26,332
Equity based compensation expense	170		170
Balance at Jun. 30, 2015	$ 15,290	$ 191	$ 33,657	$ (17,199)	$ (1,359)
Balance, shares at Jun. 30, 2015		19,085,530

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Retirement plans (Details) - Frozen defined benefit plans [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Defined Benefit Plan Disclosure [Line Items]
Employer match of eligible compensation of employees			10.00%
Total obligation	$ 1,570,000		$ 1,570,000
Total obligation, payable in 2015	175,000		175,000
Annual liability payable to individual retired employees			50,000
Liability recorded at date of acquisition			$ 885,000
Present value discount factor			14.00%
Amount to be amortized, as interest expense	1,027,000		$ 1,027,000
Interest expense	37,000	$ 25,000	75,000	$ 50,000
Present value of plan	889,000		889,000
Unamortized discount	$ 681,000		$ 681,000

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Basis of presentation and description of activities (Details) - Jun. 30, 2014 - USD ($) $ in Thousands	Total	Total
Basis of presentation and description of activities [Abstract]
Reclassification of Other operating expenses to compensation and benefits	$ 1,306,000	$ 2,633,000

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Contingencies and Other (Details)	1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 31, 2014 ft²	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) $ / shares shares	Dec. 31, 2013 USD ($)	Aug. 02, 2013 USD ($)
Commitments And Contingencies [Line Items]
Amount of settlement					$ 2,375,000
Loss in connection with Avoidance Action				$ 2,375,000
Insurance claim settlement, amount awarded to company		$ 525,000
Lease, square footage | ft²	10,000
Future minimum payments 2015			$ 234,000
Future minimum payments 2016			240,000
Future minimum payments 2017			248,000
Future minimum payments 2018			255,000
Future minimum payments 2019			$ 196,000
Chief Executive Officer [Member]
Commitments And Contingencies [Line Items]
Employment agreements			5 years
Annual base salary			$ 300,000
Board of Directors Chairman [Member]
Commitments And Contingencies [Line Items]
Annual base salary			$ 200,000
Executive Officer [Member]
Commitments And Contingencies [Line Items]
Employment agreements			3 years
Annual base salary			$ 250,000
Bonus awarded			$ 114,000
Restricted stock units value per share | $ / shares			$ 2.00
Number of restricted stock units awarded for bonus | shares			114,000
Bonus paid			$ 28,500

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Sale of MXL investment (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Mar. 26, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]
Equity investment		$ 230,000		$ 230,000
Proceeds from sale of investment in MXL					$ 994,000
Gain on sale of investment in MXL					719,000
MXL [Member]
Schedule of Equity Method Investments [Line Items]
Equity investment, percentage							19.90%
Proceeds from sale of investment in MXL	$ 994,000
Gain on sale of investment in MXL					$ 719,000

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Basis of presentation and description of activities

6 Months Ended

Jun. 30, 2015

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, 2014 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, 2014 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 2015 interim periods 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 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.

Reclassification

The Company has reclassified $1,306,000 and $2,633,000 of Other operating expenses for the quarter and six months ended June 30, 2014 to Compensation and benefits in order to be consistent with the presentation for the quarter and six months period ended June 30, 2015.

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 9,910	$ 11,163
Short-term investments	163	154
Accounts receivable, net	379	336
Prepaid income taxes	5	12
Prepaid expenses and other current assets	323	451
Total current assets	10,780	12,116
Property and equipment, net	41	40
Intangible assets, net	2,963	3,281
Goodwill	3,364	$ 3,364
Investment in LLC	230
Investment in undeveloped land	355	$ 355
Other assets	198	108
Total assets	17,931	19,264
Current liabilities
Accounts payable and accrued expenses	1,077	1,116
Deferred revenue	83	12
Liability for contingent consideration	592	572
Current portion of officers retirement bonus liability	175	160
Total current liabilities	1,927	1,860
Officers retirement bonus liability, net of current portion	714	698
Total liabilities	2,641	2,558
Stockholders' equity
Common stock	191	191
Additional paid-in capital	33,657	33,440
Accumulated deficit	(17,199)	(15,566)
Treasury stock, at cost (565,069 shares in 2015 and 2014)	(1,359)	(1,359)
Total stockholders' equity	15,290	16,706
Total liabilities and stockholders' equity	$ 17,931	$ 19,264

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Income taxes

6 Months Ended

Jun. 30, 2015

Income taxes [Abstract]

Income taxes

11.  Income taxes

For the three and six months ended June 30, 2015, the Company recorded income tax expense from continuing operations of $16,000 and $33,000, respectively, which represents minimum state taxes. For the three and six months ended June 30, 2014, the Company recorded an income tax benefit from continuing operations of $70,000 and $61,000, respectively, which represents a combined federal and state benefit of $80,000 (based on the estimated annual effective tax rate) utilizing the loss from continuing operations against income from discontinued operations, offset by minimum state taxes of $10,000 and $19,000, respectively. In addition, for the three and six months ended June 30, 2014, the Company recorded income tax expense of $210,000 attributable to income from discontinued operations. 

No tax benefit has been recorded in relation to the pre-tax loss from continuing operations for the three and six months ended June 30, 2015, or for the pre-tax loss from continuing operations for the three and six months ended June 30, 2014 in excess of the amount utilized to offset income from discontinued operations, 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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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 03, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Entity Registrant Name	Wright Investors Service Holdings, Inc.
Entity Central Index Key	0001279715
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,538,554

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Retirement plans

6 Months Ended

Jun. 30, 2015

Retirement plans [Abstract]

Retirement plans

12.  Retirement plans

a) The Company maintains a 401(k) Savings Plan (the “Plan”), for full time employees who have completed at least one hour of service coincident with the first day of each month. The Plan permits pre-tax contributions by participants. Effective January 15, 2013, the employees of Winthrop and its subsidiaries were eligible to participate in the Plan, and the Company ceased matching the participant's contributions.

b) 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 June 30, 2015, on an undiscounted basis is $1,570,000, of which $175,000 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 the Company's acquisition of Winthrop, 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 $1,027,000 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 and six months ended June 30, 2015, interest expense amounted to $37,000 and $75,000, respectively. For the three and six months ended June 30, 2014, interest expense amounted to $25,000 and $50,000, respectively. At June 30, 2015, the present value of the obligation under the Bonus Plan was $889,000, respectively, net of discount of $681,000.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Paranthetical) - shares	Jun. 30, 2015	Dec. 31, 2014
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract]
Treasury stock, shares	565,069	565,069

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Short-term investments:

6 Months Ended

Jun. 30, 2015

Short-term investments: [Abstract]

Short-term investments:

6. Short-term investments:

Short-term investments, which at June 30, 2015 and December 31, 2014 consist of mutual funds managed by a subsidiary of Winthrop are stated at the net asset value of the funds and are accounted for as trading securities with unrealized gain or loss included in Interest expense and other (loss) income, net in the Condensed Consolidated Statements of Operations.  Unrealized gains (losses) on short term investments amounted to $9,000 and ($3,000) during the three and six months ended June 30, 2015 and $11,000 and $7,000 during the three and six  months ended June 30, 2014.

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Capital Stock

6 Months Ended

Jun. 30, 2015

Capital Stock [Abstract]

Capital Stock

5.  Capital Stock 

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

The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At June 30, 2015, the Company had repurchased 1,791,821 shares of its common stock and a total of 3,208,179 shares, remain available for repurchase at June 30, 2015.

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Liability for Contingent Consideration (Details) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 19, 2012	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Business Acquisition [Line Items]
Change in liability for contigent consideration		$ 132,000	$ 56,000	$ 20,000	$ 82,000
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	$ 1,900,000
Stock price	$ 2.23	$ 1.52	$ 1.79	$ 1.52	$ 1.79
Expected volatility				50.00%	50.00%
Risk-free interest rate				0.11%	0.38%
Fair value of contingent liability		$ 592,000		$ 592,000

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Contingencies and other

6 Months Ended

Jun. 30, 2015

Contingencies and Other [Abstract]

Contingencies and other

13.  Contingencies and other

a) 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. On or about May 17, 2011, 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”). 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. 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 the settlement agreement, and during the year ended December 31, 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 received a net payment of $525,000, which was recorded as income in discontinued operations during the three months ended June 30, 2014.

(b) Pursuant to his Employment Agreement, Mr. Peter Donovan serves as Chief Executive Officer of Winthrop, commencing upon the Closing Date.  Mr. Donovan's Employment Agreement provides for a term of five years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period.  Mr. Donovan is receiving an annual base salary of $300,000, subject to increases at the discretion of the Compensation Committee of Winthrop's Board of Directors.  During the initial term of Mr. Donovan's Employment Agreement but subsequent to the third anniversary of the Closing Date (December 19, 2015), in the sole discretion of the Board of Directors of Winthrop, Mr. Donovan will assume the position of Executive Chairman of Winthrop in lieu of his position as Chief Executive Officer, with such authority, duties and responsibilities as are commensurate with his position as Executive Chairman and such other duties and responsibilities as may reasonably be assigned to him by the Chief Executive Officer of the Company.  As Executive Chairman, Mr. Donovan will be entitled to an annual base salary of $200,000.  During his employment under the Employment Agreement, Mr. Donovan reports directly to the Chief Executive Officer of the Company.

Under their respective Employment Agreements, the three other key executives are serving as Senior Managing Directors of Winthrop.  Their Employment Agreements each provide for a term of three years, with automatic annual renewals unless notice of non-renewal is given at least six months prior to the applicable employment period.  On June 16, 2015 the other three key executives were informed that their contracts would not be automatically renewed.  Each of the other three key executives is receiving an annual base salary of $250,000.  In addition to their base salaries, each of the other three key executives are entitled to receive a “Stay/Client Retention Bonus” of $114,000.  The Stay/Client Retention Bonus is payable in equal installments on the Closing Date and first, second and third anniversaries of the Closing Date.  Two of the executives elected to receive the Stay/Client Retention Bonus in RSUs, valued at $2.00 per RSU (a total of 114,000 RSUs) which vest in equal annual installments on the first, second and third anniversaries of the Closing Date provided that the recipient is then employed by Winthrop or one of its affiliates and the third elected to receive cash payable in four equal installments of $28,500 each.

(c) 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.

(d) On July 1, 2014, Winthrop, pursuant to the terms of its Milford facility lease, gave eight months' notice to their landlord to terminate their lease in Milford, Connecticut. In August 2014, the Company entered into a five year sublease in Greenwich, Connecticut for 10,000 square feet. Estimated annual rent for the Greenwich, Connecticut space, which expires on September 30, 2019 is as follows; $234,000 (2015), $240,000 (2016), $248,000 (2017), $255,000 (2018), and $196,000 (through September 30, 2019). The Company moved its corporate office from Mount Kisco, New York to the new Greenwich, Connecticut facility in March 2015, which resulted in a consolidation of the Company's operations.

(e) On September 26, 2014, the Connecticut Department of Energy and Environmental Protection (“DEEP”) issued two Orders requiring the investigation and repair of two dams in which the Company and its subsidiaries have certain ownership interests. The first Order requires that the Company investigate and make specified repairs to the ACME Pond Dam located in Killingly, Connecticut. The second Order, as subsequently revised by DEEP on October 10, 2014, requires that the Company investigate and make specified repairs to the Killingly Pond Dam located in Killingly, Connecticut. The Company has administratively appealed and contested the allegations in both Orders. As the administrative appeal of both Orders is in its early stages, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome.

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Intangible Assets

6 Months Ended

Jun. 30, 2015

Intangible Assets [Abstract]

Intangible Assets

9.  Intangible Assets

At June 30, 2015, 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		$ 894		$ 2,287
Trademarks	10 years		433		110		323
Proprietary software and technology	4 years		960		607		353
			$ 4,574		$ 1,611		$ 2,963

For the six months ended June 30, 2015 amortization expense was $318,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):

Year ending December 31,
2015 (remainder)	$318
2016	630
2017	397
2018	397
2019	397
2020-2023	824
	$2,963

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Investment in LLC

6 Months Ended

Jun. 30, 2015

Investment in LLC [Abstract]

Investment in LLC

7.           Investment in LLC

The Company entered into a Limited Liability Company Agreement dated April 28, 2015 by and among EGS, LLC , a newly formed Delaware limited liability company (“EGS”) and the members named therein. The Company invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS. In addition to the Company, EGS has two other members, one of whom is Marshall Geller, a member of the Company's Board of Directors. The EGS transaction, as well as Mr. Geller's participation in the transaction, received the prior approval of the Company's Audit Committee.  Mr. Geller is the Managing Member of the LLC and also invested $333,333 and acquired 333,333 Units, representing a 33.33% Membership Interest in EGS.

EGS entered in a Note Purchase Agreement effective April 28, 2015 with Merriman Holdings, Inc. (“Merriman”), a publically traded company,  pursuant to which EGS purchased from Merriman for an aggregate purchase price of $1,000,000  (i) a one-year  Senior Secured Note in the original principal amount of $1,000,000, at 12% interest, payable quarterly, in arrears (the “Note”) and (ii) a Common Stock Purchase Warrant which expires in five years to purchase 500,000 shares of Merriman common stock at $1.00 per share (the “Warrants”). EGS distributed the Warrants to its members and the Company received 166,666 Warrants which expire in five years.  The investment in EGS is being accounted for under the equity method. Under this method, the Company records its share of EGS's earnings (losses) in the statement of operations with equivalent amount of increases (decreases) to the investment. At April 28, 2015, the Company valued the Warrants at their fair value, or $120,000, using the Black Scholes model, and recorded their value as a reduction in the investment in EGS.  The Company recorded approximately $17,000 of its share of EGS's net income for the period from April 29, 2015 through June 30, 2015 which is included in Interest expense and other income (loss) in the Condensed Consolidated Statement of Operations.   At June 30, 2015, the value of the investment in EGS was $230,000. The Warrant which permits a cashless exercise, and qualifies as a derivative, is recorded at fair value (based on observable inputs) with change in such value included in earnings.   At June 30, 2015, the value of the Warrants (a Level 2 Security) was $90,000, which is included in Other Assets in the Condensed Consolidated Balance Sheet.  The change in the value of the Warrants from April 28, 2015 to June 30, 2015 of $30,000 is included in Interest expense and other income (loss) in the Condensed Consolidated Statement of Operations.

On July 20, 2015, a fourth member joined EGS and invested $333,333, and received a 25% Membership Interest in EGS.  EGS advanced the funds to Merriman and increased its investment in the Note and in addition, received 166,666 additional Warrants which it distributed to its new member.  This transaction reduced the Company's interest in EGS to 25%, and changed the expiration date of the Note to July 20, 2016, and extended the exercise date of the warrant to five years from that date.

Merriman is a financial services holding company that provides capital markets advisory and research, corporate and investment banking services through its wholly-owned principal operating subsidiary, Merriman Capital, Inc. (“MC”).  The Note is secured by 99.998% of the capital stock of MC.  Marshall Geller also received 166,666 Warrants with an exercise price of $1.00 per share that expire in five years.

The Note, pursuant to the terms of an Intercreditor Agreement entered into with Merriman's current debt holders, is senior to all of Merriman's debt.

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Incentive stock plans and stock based compensation

6 Months Ended

Jun. 30, 2015

Incentive stock plans and stock based compensation [Abstract]

Incentive stock plans and stock based compensation

8. Incentive stock plans and stock based compensation

Common stock options

The Company had initially adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), which was subsequently amended in March 2007 (the “2003 Plan Amendment”). In December 2007, the Company adopted the National Patent Development Corporation 2007 Incentive Stock Plan (the “2007 NPDC Plan”). The 2003 Plan Amendment and the 2007 NPDC Plan shall be collectively referred to as the “Plans”. The Plans provide for up to 3,500,000 and 7,500,000 awards for shares under the 2003 Plan Amendment and 2007 NPDC Plan, respectively, in form of discretionary grants of stock options, restricted stock shares, restricted stock units (RSUs) and other stock-based awards to employees, directors and outside service providers. The Plans are administered by the Compensation Committee of the Board of Directors, which consists solely of non-employee directors. The term of any option granted under the plans will not exceed ten years from the date of grant and, in the case of incentive stock options that are granted to a 10% or greater holder of total voting stock of the Company, shall expire three years from the date of grant.  The exercise price of any option granted under the Plans may not be less than the fair market value of the common stock on the date of grant or, in the case of incentive stock options that are granted to a 10% or greater holder of total voting stock, 110% of such fair market value.

The Company recorded no compensation expense related to option grants for the six months ended June 30, 2015 and 2014, respectively. As of June 30, 2015, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,200,720 and under the 2003 Plan Amendment is 700,000.

During the six months ended June 30, 2015, there was no option activity. As of June 30, 2015, there were outstanding options to acquire 3,250,000 shares of common stock, all of which were vested and exercisable, have a weighted average exercise price of $2.31 per share, a weighted average  contractual term of 2.1 years and an aggregate intrinsic value of $71,000.

Restricted stock units

As a result of the Winthrop acquisition, the Company issued a total of  849,280 RSUs on the closing date 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 were 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 and $139,000 for each of the quarters and six months ended June 30, 2015 and 2014 related to these RSUs. As of June 30, 2015, the total unrecognized compensation expense related to these unvested RSUs is $114,000, which will be recognized over the remaining vesting period of approximately six months.

In addition, the following RSUs were granted to employees of the Company:

(c) 17,738 RSUs were granted to certain employees on February 4, 2013, which vest equally over three years, with the first third vesting on February 4, 2014. At June 30, 2015, 11,701 of the RSU's were still outstanding. 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 $5,000, respectively, for each of the quarters and six months ended June 30, 2015 and 2014 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2015 is $6,000, which will be recognized over the remaining vesting period of approximately one year.

d) 30,000 RSUs were granted to an employee on June 10, 2014, which will vest on the third anniversary of the individual's employment, assuming the individual is still employed at that time. The RSUs are valued based on the closing price of the Company's common stock on June 10, 2014 of $1.90. The Company did not record any compensation expense for the quarter and six months ended June 30, 2015, but reversed $11,000 of compensation expense previously recorded during the year ended December 31, 2014 related to these RSUs since in the first quarter of 2015, the individual was no longer employed by the Company and the above 30,000 RSUs were cancelled.

e) 100,000 RSUs were issued on each of January 19, 2015 and March 31, 2015, to two newly appointed directors of the Company.  The RSUs will vest equally over 3 years. The RSUs are valued based on the closing price of the Company's common stock on January 19, 2015 and March 31, 2015 of $1.70 and $1.85, respectively, less an average discount of 8% for post-vesting restrictions on sale until the three year anniversary of the grant date, or an average price per share of $1.56 and $1.70, respectively.  The Company recorded compensation expense of $27,000 and $38,000, respectively, for the quarter and six months ended June 30, 2015 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at June 30, 2015 is $287,000, which will be recognized over the remaining vesting period of approximately three years.

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Related party transactions

6 Months Ended

Jun. 30, 2015

Related party transactions [Abstract]

Related party transactions

10.  Related party transactions

Effective June 1, 2010, the Company had 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. The Company had been subleasing a portion of the Bedford Oak space and has access to various administrative support services on a month-to-month basis. 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 believed, was necessary to provide for the increased personnel and space requirements necessary for an operating company.

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. Operating expenses for the six months ended June 30, 2015 and 2014 includes $83,000 and $231,000, respectively, and for the three months ended June 30, 2015 and June 30, 2014 includes $0 and $109,000, respectively, related to the sublease arrangement with Bedford Oak. In March 2015, the Audit Committee approved the elimination of the monthly sublease and administrative support services fee effective March 31, 2015 as a result of the Company's relocation to its new corporate headquarters. See Note 13(d).

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, which are included in Other investment advisory services, amounted to $219,000 and $428,000 for the three and six months ended June 30, 2015, respectively, and $220,000 and $427,000 for the three and six months ended June 30, 2014, respectively.

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Income taxes (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income taxes [Abstract]
Income tax expense	$ 16,000	$ (70,000)	$ 33,000	$ (61,000)
Federal and state benefit	80,000		0	80,000
Minimum state taxes	10,000		19,000
Income tax expense from discontinued operations	$ 210,000		$ 0	$ 210,000

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Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2015

Intangible Assets [Abstract]

Components of Acquired Intangible Assets

At June 30, 2015, 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		$ 894		$ 2,287
Trademarks	10 years		433		110		323
Proprietary software and technology	4 years		960		607		353
			$ 4,574		$ 1,611		$ 2,963

Amortization Expense Related to Intangible Assets

Year ending December 31,
2015 (remainder)	$318
2016	630
2017	397
2018	397
2019	397
2020-2023	824
	$2,963

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Capital Stock (Details)	Jun. 30, 2015 shares
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 CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows from operating activities
Net loss	$ (1,633,000)	$ (695,000)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	327,000	329,000
Change in liability for contigent consideration	20,000	$ 82,000
Change in value of warrant	30,000
Equity based compensation, including issuance of stock to directors	217,000	$ 163,000
Equity income in LCC	$ (17,000)
Gain on sale of investment in MXL		$ (719,000)
Changes in other operating items:
Accounts receivable	$ (43,000)	48,000
Investment securities	(9,000)	(12,000)
Deferred revenue	71,000	5,000
Officers retirement bonus liability	31,000	(19,000)
Prepaid income taxes	7,000	(7,000)
Prepaid expenses and other current assets	128,000	146,000
Accounts payable and accrued expenses	(39,000)	(151,000)
Net cash used in operating activities	$ (910,000)	(830,000)
Cash flows from investing activities
Proceeds from sale of investment in MXL		$ 994,000
Investment in LLC	$ (333,000)
Additions to property and equipment	(10,000)
Net cash provided by (used in) investing activities	(343,000)	$ 994,000
Net increase (decrease) in cash and cash equivalents	(1,253,000)	164,000
Cash and cash equivalents at the beginning of the period	11,163,000	12,566,000
Cash and cash equivalents at the end of the period	9,910,000	12,730,000
Net cash paid during the period for
Income taxes	22,000	$ 23,000
Non cash activity:
Value of warrants owned	$ 90,000

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Per share data

6 Months Ended

Jun. 30, 2015

Per share data [Abstract]

Per share data

4.  Per share data

Loss per share for the three months ended June 30, 2015 and 2014 respectively, is calculated based on 19,245,000 and 19,088,000 weighted average outstanding shares of common stock. Included in the share number are vested Restricted Stock Units (“RSUs”) of 737,772 and 608,526 for the three months ended June 30, 2015 and 2014, respectively.

Loss per share for the six months endedJune 30, 2015 and 2014 respectively, is calculated based on 19,236,000 and 19,085,000 weighted average outstanding shares of common stock.  Included in the share number are vested RSUs of 734,815 and 606,836 for the six months ended June 30, 2015 and 2014, respectively.

Options for 3,250,000 shares of common stock for the quarter and six months ended June 30, 2015 and 2014, and nonvested RSUs for 328,128 shares of common stock for the quarter and six months ended June 30, 2015 and 300,640 shares of common stock for the quarter and six months ended June 30, 2014 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from continuing operations for such periods.

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Short-term investments: (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Schedule of Available-for-sale Securities [Line Items]
Unrealized Gains	$ 9,000	$ 11,000	$ (3,000)	$ 7,000

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Basis of presentation and description of activities (Policies)

6 Months Ended

Jun. 30, 2015

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, 2014 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, 2014 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 2015 interim periods 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 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.

Reclassification

Reclassification

The Company has reclassified $1,306,000 and $2,633,000 of Other operating expenses for the quarter and six months ended June 30, 2014 to Compensation and benefits in order to be consistent with the presentation for the quarter and six months period ended June 30, 2015.