☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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For the quarterly period ended September 30, 2016
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or
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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For the transition period from _____ to _____
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Delaware
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13-4005439
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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177 West Putnam Avenue, Greenwich, CT
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06830
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(Address of principal executive offices)
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(Zip code)
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(914) 242-5700
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(Registrant’s telephone number, including area code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
(Do not check if a smaller reporting company)
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☐
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Smaller reporting company
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☒
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Part I. Financial Information
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Page No.
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|
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1
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||
|
|
|
|
|
|
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1
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2
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3
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4
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|
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5
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||
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14
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18
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||
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18
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Part II. Other Information
|
|
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19
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||
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20
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||
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21
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||||
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2016
|
2015
|
2016
|
2015
|
||||||||||||
Revenues
|
||||||||||||||||
Investment management services
|
$
|
535
|
$
|
627
|
$
|
1,706
|
$
|
1,867
|
||||||||
Other investment advisory services
|
702
|
721
|
2,124
|
2,136
|
||||||||||||
Financial research and related data
|
180
|
188
|
518
|
516
|
||||||||||||
|
1,417
|
1,536
|
4,348
|
4,519
|
||||||||||||
Expenses
|
||||||||||||||||
Compensation and benefits
|
904
|
1,176
|
2,940
|
3,693
|
||||||||||||
Other operating
|
909
|
858
|
2,797
|
2,823
|
||||||||||||
|
1,813
|
2,034
|
5,737
|
6,516
|
||||||||||||
|
||||||||||||||||
Operating loss
|
(396
|
)
|
(498
|
)
|
(1,389
|
)
|
(1,997
|
)
|
||||||||
|
||||||||||||||||
Share of (loss) income from investment in LLC
|
-
|
37
|
(294
|
)
|
60
|
|||||||||||
Interest income (expense) and other, net
|
3
|
(118
|
)
|
(33
|
)
|
(222
|
)
|
|||||||||
Change in fair value of contingent consideration
|
-
|
(176
|
)
|
-
|
(196
|
)
|
||||||||||
Loss from operations before income taxes
|
(393
|
)
|
(755
|
)
|
(1,716
|
)
|
(2,355
|
)
|
||||||||
Income tax expense
|
(5
|
)
|
(11
|
)
|
(31
|
)
|
(44
|
)
|
||||||||
|
||||||||||||||||
Net loss
|
$
|
(398
|
)
|
$
|
(766
|
)
|
$
|
(1,747
|
)
|
$
|
(2,399
|
)
|
||||
|
||||||||||||||||
Basic and diluted (loss) per share
|
||||||||||||||||
Net loss
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
$
|
(0.09
|
)
|
$
|
(0.12
|
)
|
|
September 30,
|
December 31,
|
||||||
|
2016
|
2015
|
||||||
Assets
|
(unaudited)
|
|||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
7,049
|
$
|
8,493
|
||||
Short-term investments
|
-
|
157
|
||||||
Accounts receivable,net
|
441
|
326
|
||||||
Prepaid income taxes
|
16
|
37
|
||||||
Prepaid expenses and other current assets
|
472
|
456
|
||||||
Total current assets
|
7,978
|
9,469
|
||||||
Property and equipment, net
|
106
|
44
|
||||||
Intangible assets, net
|
2,167
|
2,644
|
||||||
Goodwill
|
3,364
|
3,364
|
||||||
Investment in LLC
|
-
|
287
|
||||||
Investment in undeveloped land
|
355
|
355
|
||||||
Other assets
|
108
|
120
|
||||||
Total assets
|
$
|
14,078
|
$
|
16,283
|
||||
|
||||||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
862
|
$
|
1,030
|
||||
Deferred revenue
|
17
|
-
|
||||||
Current portion of officers retirement bonus liability
|
200
|
200
|
||||||
Total current liabilities
|
1,079
|
1,230
|
||||||
|
||||||||
Officers retirement bonus liability, net of current portion
|
601
|
714
|
||||||
Total liabilities
|
1,680
|
1,944
|
||||||
|
||||||||
Stockholders’ equity
|
||||||||
Common stock
|
197
|
197
|
||||||
|
||||||||
Additional paid-in capital
|
33,634
|
33,488
|
||||||
|
||||||||
Accumulated deficit
|
(19,734
|
)
|
(17,987
|
)
|
||||
|
||||||||
Treasury stock, at cost (815,219 common shares at
September 30, 2016 and 565,219 at December 31, 2015)
|
(1,699
|
)
|
(1,359
|
)
|
||||
Total stockholders' equity
|
12,398
|
14,339
|
||||||
Total liabilities and stockholders’ equity
|
$
|
14,078
|
$
|
16,283
|
|
Nine Months Ended September 30,
|
|||||||
|
2016
|
2015
|
||||||
Cash flows from operating activities
|
||||||||
|
||||||||
Net loss
|
$
|
(1,747
|
)
|
$
|
(2,399
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
|
||||||||
Share of loss (income) from investment in LLC, in excess of cash of $10
received in 2016 and 2015
|
284
|
(50
|
)
|
|||||
Realized loss on sale of short-term investments
|
9
|
-
|
||||||
Depreciation and amortization
|
488
|
490
|
||||||
Change in fair value of contingent consideration
|
-
|
196
|
||||||
Decrease in value of warrant
|
12
|
95
|
||||||
Equity based compensation, including issuance of stock to directors
|
146
|
344
|
||||||
|
||||||||
Changes in other operating items:
|
||||||||
Accounts and other receivables
|
(122
|
)
|
(19
|
)
|
||||
Investment securities
|
-
|
5
|
||||||
Deferred revenue
|
17
|
(12
|
)
|
|||||
Officers retirement bonus liability
|
(113
|
)
|
44
|
|||||
Prepaid income taxes
|
21
|
4
|
||||||
Prepaid expenses and other current assets
|
(6
|
)
|
3
|
|||||
Accounts payable and accrued expenses
|
(168
|
)
|
135
|
|||||
Net cash used in operating activities
|
(1,179
|
)
|
(1,164
|
)
|
||||
|
||||||||
Cash flows from investing activities
|
||||||||
Proceeds from sale of short-term investments
|
148
|
-
|
||||||
Investment in LLC
|
-
|
(333
|
)
|
|||||
Additions to property and equipment
|
(73
|
)
|
(10
|
)
|
||||
Net cash provided by (used in) investing activities
|
75
|
(343
|
)
|
|||||
|
||||||||
Cash flows from financing activities
|
||||||||
Purchase of treasury stock
|
(340
|
)
|
-
|
|||||
Net cash used in financing activities
|
(340
|
)
|
-
|
|||||
|
||||||||
|
||||||||
Net decrease in cash and cash equivalents
|
(1,444
|
)
|
(1,507
|
)
|
||||
Cash and cash equivalents at the beginning of the period
|
8,493
|
11,163
|
||||||
Cash and cash equivalents at the end of the period
|
$
|
7,049
|
$
|
9,656
|
||||
|
||||||||
Supplemental disclosures of cash flow information
|
||||||||
Net cash paid during the period for
|
||||||||
income taxes
|
$
|
28
|
$
|
35
|
||||
|
||||||||
|
||||||||
Non cash activity:
|
||||||||
Warrants distributed from LLC
|
$
|
-
|
$
|
120
|
(in thousands, except per share data)
|
||||||||||||||||||||||||
Total
|
||||||||||||||||||||||||
Additional
|
Treasury
|
stock-
|
||||||||||||||||||||||
Common stock
|
paid -in
|
Accumulated
|
stock , at
|
holders
|
||||||||||||||||||||
shares
|
amount
|
capital
|
deficit
|
cost
|
equity
|
|||||||||||||||||||
Balance at December 31, 2015
|
19,720,971
|
$
|
197
|
$
|
33,488
|
$
|
(17,987
|
)
|
$
|
(1,359
|
)
|
$
|
14,339
|
|||||||||||
Net loss
|
-
|
-
|
-
|
(1,747
|
)
|
-
|
(1,747
|
)
|
||||||||||||||||
Equity based compensation expense
|
-
|
-
|
91
|
-
|
-
|
91
|
||||||||||||||||||
Issuance of common stock to directors
|
34,345
|
-
|
55
|
-
|
-
|
55
|
||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
(340
|
)
|
(340
|
)
|
||||||||||||||||
Balance at September 30, 2016
|
19,755,316
|
$
|
197
|
$
|
33,634
|
$
|
(19,734
|
)
|
$
|
(1,699
|
)
|
$
|
12,398
|
1. | Basis of presentation and description of activities |
2. | Liability for Contingent Consideration |
3. | Per share data |
4. | Capital Stock |
5. | Short-term investments: |
6. | Investment in LLC |
7. | Incentive stock plans and stock based compensation |
Dividend yield
|
0
|
%
|
||
Expected volatility
|
48.24
|
%
|
||
Risk-free interest rate
|
1.21
|
%
|
||
Expected life (in years)
|
4
|
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 $208,000 for the quarter and nine months ended September 30, 2015 related to these RSUs. |
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 September 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 $0 and $1,000 for each of the three and nine months ended September 30, 2016, respectively, and $3,000 and $8,000, respectively, for each of the three and nine months ended September 30, 2015 related to these RSUs. There was no unrecognized compensation expense related to these unvested RSUs at September 30, 2016. At September 30, 2016, the common stock related to the RSU’s has been earned, but has not been issued, and is included in the Company’s outstanding common stock. |
d) | 30,000 RSUs were granted to an employee on June 10, 2014, which were to vest on the third anniversary of the individual’s employment, assuming the individual was 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 nine months ended September 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 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 $81,000 for the three and nine months ended September 30, 2016, respectively, and $27,000 and $65,000, respectively, for the three and nine months ended September 30, 2015 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at September 30, 2016 is $152,000, which will be recognized over the remaining vesting period of approximately 1.5 years. |
8. | Intangible Assets |
Intangible
|
Estimated
useful life
|
Gross
carrying
amount
|
Accumulated
Amortization
|
Net carrying
amount
|
|||||||||
|
|
||||||||||||
|
|
||||||||||||
Investment management and advisory contracts
|
9 years
|
$
|
3,181
|
$
|
1,336
|
$
|
1,845
|
||||||
Trademarks
|
10 years
|
433
|
164
|
269
|
|||||||||
Proprietary software and
technology
|
4 years
|
960
|
907
|
53
|
|||||||||
|
|
$
|
4,574
|
$
|
2,407
|
$
|
2,167
|
Year ending December 31,
|
|
2016 (remainder)
|
$152
|
2017
|
397
|
2018
|
397
|
2019
|
397
|
2020
|
397
|
2021-2023
|
427
|
|
$2,167
|
9. | Related party transactions |
10. | Income taxes |
11. | 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 September 30, 2016, on an undiscounted basis is $1,275,000, of which $200,000 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 nine months ended September 30, 2016, interest expense amounted to $39,000 and $59,000, respectively. For the three and nine months ended September 30, 2015, interest expense amounted to $59,000 and $112,000, respectively. During the second quarter of 2016 an employee left the Company prior to this retirement date, and the Company recognized $23,000 of income related to the elimination of the related liability. At September 30, 2016, the present value of the obligation under the Bonus Plan was $801,000, net of discount of $474,000. |
12. | Commitments, Contingencies and Other |
a) | 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; $61,000 ( for the remainder of 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 Greenwich, Connecticut facility in March 2015, which resulted in a consolidation of the Company’s operations. |
b) | 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. While the Company has administratively appealed and contested the allegations in both Orders, and while discussions with DEEP are underway towards resolution of the Killingly Pond Dam matter, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome of either matter. |
13. | Segment information |
Three months ended
|
Nine months ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2016
|
2015
|
2016
|
2015
|
|||||||||||||
Adjusted EBITDA of operating segment
|
$
|
225
|
$
|
187
|
$
|
550
|
$
|
245
|
||||||||
Other operating expenses:
|
||||||||||||||||
Corporate
|
(428
|
)
|
(362
|
)
|
(1,206
|
)
|
(1,251
|
)
|
||||||||
Depreciation and amortization
|
(162
|
)
|
(163
|
)
|
(488
|
)
|
(490
|
)
|
||||||||
Equity based compensation
|
(31
|
)
|
(127
|
)
|
(146
|
)
|
(344
|
)
|
||||||||
Amortization of stay and retention bonuses
|
-
|
(33
|
)
|
-
|
(101
|
)
|
||||||||||
Relocation and severance costs
|
-
|
-
|
(99
|
)
|
(56
|
)
|
||||||||||
Operating loss
|
(396
|
)
|
(498
|
)
|
(1,389
|
)
|
(1,997
|
)
|
||||||||
Non- operating income (expense):
|
||||||||||||||||
Interest income (expense) and other, net
|
3
|
(118
|
)
|
(33
|
)
|
(222
|
)
|
|||||||||
Share of income (loss) from investment in LLC
|
-
|
37
|
(294
|
)
|
60
|
|||||||||||
Change in fair value of contingent consideration
|
-
|
(176
|
)
|
-
|
(196
|
)
|
||||||||||
Loss from operations before income taxes
|
$
|
(393
|
)
|
$
|
(755
|
)
|
$
|
(1,716
|
)
|
$
|
(2,355
|
)
|
||||
Following is a summary of the Company's total
assets:
|
September 30,
|
December 31,
|
||||||||||||||
2016 | 2015 | |||||||||||||||
Operating segment
|
$
|
6,726
|
$
|
7,125
|
||||||||||||
Corporate (1)
|
7,352
|
9,158
|
||||||||||||||
$
|
14,078
|
$
|
16,283
|
|
Exhibits.
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
31.1
|
*
|
Certification of principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
|
|
|
|
31.2
|
*
|
Certification of principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
|
|
|
|
32.1
|
*
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the principal executive officer of the Company and the principal financial officer of the Company
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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**
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Extension Labels Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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WRIGHT INVESTORS’ SERVICE HOLDINGS, INC.
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Date: November 8, 2016
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/s/ HARVEY P. EISEN
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Name: Harvey P. Eisen
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Title: Chairman of the Board and Chief Executive Officer
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Date: November 8, 2016
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/s/ IRA J. SOBOTKO
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Name: Ira J. Sobotko
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Title: Vice President, Chief Financial Officer
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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: |
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): |
/s/ HARVEY P. EISEN
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Name:
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Harvey P. Eisen
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Title:
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Chief Executive Officer
(Principal Executive Officer)
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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: |
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): |
/s/ IRA J. SOBOTKO
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Name:
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Ira J. Sobotko
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Title:
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Vice President, Chief Financial Officer
(Principal Financial Officer)
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(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
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Name:
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Harvey P. Eisen
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Title:
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Chief Executive Officer
(Principal Executive Officer)
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Date:
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November 8, 2016
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/s/ IRA J. SOBOTKO
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Name:
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Ira J. Sobotko
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Title:
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Vice President, Chief Financial Officer
(Principal Financial Officer)
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Date:
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November 8, 2016
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Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 04, 2016 |
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Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Entity Registrant Name | Wright Investors Service Holdings, Inc. | |
Entity Central Index Key | 0001279715 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2016 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,081,666 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Revenues | ||||
Investment management services | $ 535 | $ 627 | $ 1,706 | $ 1,867 |
Other investment advisory services | 702 | 721 | 2,124 | 2,136 |
Financial research and related data | 180 | 188 | 518 | 516 |
Total revenues | 1,417 | 1,536 | 4,348 | 4,519 |
Expenses | ||||
Compensation and benefits | 904 | 1,176 | 2,940 | 3,693 |
Other operating | 909 | 858 | 2,797 | 2,823 |
Total expenses | 1,813 | 2,034 | 5,737 | 6,516 |
Operating loss | (396) | (498) | (1,389) | (1,997) |
Share of (loss) income from investment in LLC | 37 | (294) | 60 | |
Interest income (expense) and other, net | 3 | (118) | (33) | (222) |
Change in fair value of contingent consideration | (176) | (196) | ||
Loss from operations before income taxes | (393) | (755) | (1,716) | (2,355) |
Income tax expense | (5) | (11) | (31) | (44) |
Net loss | $ (398) | $ (766) | $ (1,747) | $ (2,399) |
Basic and diluted (loss) per share - Net loss | $ (0.02) | $ (0.04) | $ (0.09) | $ (0.12) |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Treasury stock, shares | 815,219 | 565,219 |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
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Consolidated Statements Of Cash Flows Parenthetical | ||
Investment in LLC, cash received | $ 10 | $ 10 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands |
Common Stock [Member] |
Additional paid-in capital [Member] |
Accumulated deficit [Member] |
Treasury stock, at cost [Member] |
Total |
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Balance at Dec. 31, 2015 | $ 197 | $ 33,488 | $ (17,987) | $ (1,359) | $ 14,339 |
Balance, shares at Dec. 31, 2015 | 19,720,971 | ||||
Net loss | (1,747) | (1,747) | |||
Equity based compensation expense | 91 | 91 | |||
Issuance of common stock to directors | 55 | 55 | |||
Issuance of common stock to directors, shares | 34,345 | ||||
Purchase of treasury stock | (340) | (340) | |||
Purchase of treasury stock, shares | |||||
Balance at Sep. 30, 2016 | $ 197 | $ 33,634 | $ (19,734) | $ (1,699) | $ 12,398 |
Balance, shares at Sep. 30, 2016 | 19,755,316 |
Basis of presentation and description of activities |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Basis of presentation and description of activities |
Basis of presentation
The accompanying interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. The information and note disclosures normally included in complete financial statements have been condensed or omitted pursuant to such rules and regulations. The Condensed Consolidated Balance Sheet as of December 31, 2015 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, 2015 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 2016 interim periods are not necessarily indicative of results to be expected for the entire year.
Description of activities
On December 19, 2012 (the “Closing Date”), National Patent Development Corporation, which changed its name on February 4, 2013 to Wright Investors’ Service Holdings, Inc. (hereinafter referred to as the “Company” or “Wright Holdings”), 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.
Significant accounting policies and estimates
There have been no changes to our significant accounting policies and estimates in the three and nine months ended September 30, 2016. Our significant accounting policies are described in our consolidated financial statements for the year ended December 31, 2015, included in our Annual Report on Form 10-K. |
Liability for Contingent Consideration |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Business Combinations [Abstract] | |||
Liability for Contingent Consideration |
In connection with the Company’s acquisition of Winthrop on December 19, 2012, the Company had 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 had a value of less than $1,900,000 on the expiration of the three year period (December 19, 2015) based on the average closing price of the Company’s Common Stock for the ten trading days prior to such date. A liability was recognized for an estimate of the acquisition date fair value of the acquisition-related contingent consideration which may be paid. Changes in the fair value of the contingent consideration subsequent to the acquisition date were recognized in earnings until the liability was eliminated or settled. In December 2015, the Company paid $236,000 to settle the contingent consideration liability and recognized income of $336,000 for the reduction in the fair value of the liability during the year ended December 31, 2015. The Company recognized an expense of $176,000 and $196,000, respectively, for the change in the value of the contingent consideration for the quarter and nine months ended September 30, 2015. |
Per share data |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Earnings Per Share [Abstract] | |||
Per share data |
Loss per share for the three months ended September 30, 2016 and 2015 respectively, is calculated based on 19,018,000 and 19,272,000 weighted average outstanding shares of common stock. Included in the share number are vested Restricted Stock Units (“RSUs”) of 78,367 and 737,772 for the three months ended September 30, 2016 and 2015, respectively.
Loss per share for the nine months ended September 30, 2016 and 2015 respectively, is calculated based on 19,079,000 and 19,249,000 weighted average outstanding shares of common stock. Included in the share number are vested RSUs of 53,989 and 736,589 for the nine months ended September 30, 2016 and 2015, respectively.
Options for 3,350,000 shares of common stock for the quarter and nine months ended September 30, 2016 and 2015, and nonvested RSUs for 133,334 shares of common stock for the quarter and nine months ended September 30, 2016 and 328,128 shares of common stock for the quarter and nine months ended September 30, 2015 were not included in the diluted computation as their effect would be anti-dilutive since the Company has net losses for such periods. |
Capital Stock |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Stockholders' Equity Note [Abstract] | |||
Capital Stock |
The Company’s Board of Directors, without any vote or action by the holders of common stock, is authorized to issue preferred stock from time to time in one or more series and to determine the number of shares and to fix the powers, designations, preferences and relative, participating, optional or other special rights of any series of preferred stock.
The Board of Directors authorized the Company to repurchase up to 5,000,000 outstanding shares of common stock from time to time either in open market or privately negotiated transactions. At September 30, 2016, the Company had repurchased 2,041,971 shares of its common stock, of which 250,000 shares were repurchased in the second quarter of 2016, and a total of 2,958,029 shares, remain available for repurchase at September 30, 2016. |
Short-term investments |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Investments, Debt and Equity Securities [Abstract] | |||
Short-term investments |
Short-term investments, which at December 31, 2015 consisted of mutual funds managed by a subsidiary of Winthrop were stated at the net asset value of the funds and were accounted for as trading securities with unrealized gain or loss included in Interest income (expense) and other, net in the Condensed Consolidated Statements of Operations. The Company liquidated these investments in the first quarter of 2016 for proceeds of $148,000 and realized a loss of $9,000. Unrealized losses on short term investments amounted to $12,000 and $8,000 during the three and nine months ended September 30, 2015. |
Investment in LLC |
9 Months Ended | ||
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Sep. 30, 2016 | |||
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | |||
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. Marshall Geller also received 166,666 Warrants with an exercise price of $1.00 per share that 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 $37,000 and $60,000 as its share of EGS’s net income for the three and nine months ended September 30, 2015, respectively. The Warrant which permits a cashless exercise, qualifies as a derivative, and is recorded at fair value (based on observable inputs) with change in such value included in earnings. The decrease in the value of the Warrants from April 28, 2015 to September 30, 2015 of $95,000 and for the quarter ended September 30, 2015 of $65,000, is included in Interest income (expense) and other, net in the Condensed Consolidated Statement of Operations. Such reduction reflects the decrease in the price of Merriman’s common stock as measured for the period ended September 30, 2015.
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%, changed the expiration date of the Note to July 20, 2016 from April 28, 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.
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.
On July 27, 2016, FINRA suspended Merriman’s securities business due to an ongoing dispute over accounting for working capital, and MC filed a Broker Dealer Withdrawal with the SEC to begin the process of terminating its licenses. Substantially all of Merriman’s revenues are derived from MC. Merriman has not made the April 2016 interest payment or the $1,333,333 principal payment due at maturity in July 2016, and is currently in default of the Note with EGS.
The above events indicate that EGS may be unable to recover all or a significant portion of the carrying amount of the Note and accordingly, in the quarter ended June 30, 2016, EGS discontinued accruing interest income on the Note and provided a valuation allowance and related provision for loss for the entire carrying amount of the Note, including accrued interest in a prior quarter. Correspondingly, for the nine months ended September 30, 2016, the Company recorded $294,000 as to its share of EGS’s net loss for such period, which resulted in a zero carrying value for the Company’s investment in EGS at September 30, 2016. In addition, the warrants were ascribed no value at such date resulting in a loss of $12,000 for the nine months ended September 30, 2016. Any future recovery by the Company on its investment in EGS will be recognized as income when received. During the three months ended September 30, 2016, there were no amounts recovered from the Company’s investment in EGS. |
Incentive stock plans and stock based compensation |
9 Months Ended | |||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | ||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||
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 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 the 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 Company’s 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 granted to a 10% or greater holder of total voting stock of the Company, 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 granted to a 10% or greater holder of total voting stock, 110% of such fair market value.
The Company recorded compensation expense of $4,000 and $9,000 for the three and nine months ended September 30, 2016, respectively, under these plans. There was no compensation expense related to option grants for the three and nine months ended September 30, 2015. As of September 30, 2016, the number of shares reserved and available for award under the 2007 NPDC Plan is 6,141,786 and under the 2003 Plan Amendment is 700,000.
During the nine months ended September 30, 2016, the Company issued 100,000 options to a consultant on March 28, 2016 and 25,000 options to an employee on March 31, 2016. The options issued on March 28, 2016 vest equally over 3 years, and are subject to post vesting restrictions for sale for three years. The options issued on March 31, 2016 vest on the third anniversary of their issuance. The options were issued at an exercise price of $1.29 and $1.34 per share for the options issued on March 28, 2016 and March 31, 2016, respectively, which price was equal to the market value at the date of the grant. The 25,000 options issued on March 31, 2016 were canceled in the third quarter of 2016, upon the termination of the employee. The grant-date fair value of the options were $0.50 and $0.52, respectively, which was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions:
The fair value of the options granted on March 28, 2016 were reduced by an 8% discount for post vesting restrictions.
The value of the options granted to the consultant are re-measured at each balance sheet date until performance is complete with the final measurement of fair value of the options made on the vesting dates. The revised fair value is amortized over the remaining term of the option. The value of the options at September 30, 2016 was changed to $0.23 which revised value did not have a material effect on the related compensation expense recognized for the periods ended September 30, 2016.
As of September 30, 2016, there were outstanding options to acquire 3,350,000 common shares, 3,250,000 of which were vested and exercisable, having a weighted average exercise price of $2.27 per share, a weighted average contractual term of 1.25 years and zero aggregate intrinsic value.
As of September 30, 2016, the unrecognized compensation expense related to non-vested options was $42,000.
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:
At December 19, 2015, the above RSUs were fully vested. In December 2015, the Company repurchased 252,767 RSUs for a total cost of $369,000. The remaining 596,513 RSUs were settled by the issuance of 596,513 shares of common stock in the first quarter of 2016. Such issuable shares of common stock are included in the outstanding shares of common stock at December 31, 2015 in the accompanying financial statements.
In addition, the following RSUs were granted to employees of the Company:
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Intangible Assets |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets |
At September 30, 2016, intangible assets subject to amortization which were recorded in connection with the acquisition of Winthrop consisted of the following (in thousands):
For the nine months ended September 30, 2016 amortization expense was $477,000. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands):
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Related party transactions |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2016 | |||
Related Party Transactions [Abstract] | |||
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 had 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 three and nine months ended September 30, 2015 includes $0 and $83,000, respectively, related to the sublease arrangement with Bedford Oak. See Note 12(a) for a description and the terms of the Company’s sublease transaction for its new corporate headquarters. 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.
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 $207,000 and $621,000 for the three and nine months ended September 30, 2016, respectively, and $221,000 and $649,000 for the three and nine months ended September 30, 2015, respectively. |
Income taxes |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2016 | |||
Income Tax Disclosure [Abstract] | |||
Income taxes |
For the three and nine months ended September 30, 2016, the Company recorded income tax expense of $5,000 and $31,000, respectively. For the three and nine months ended September 30, 2015, the Company recorded income tax expense of $11,000 and $44,000, respectively.
Income tax expense represents minimum state taxes. No tax benefit has been recorded in relation to the pre-tax loss for the three and nine months ended September 30, 2016 and 2015, due to a full valuation allowance to offset any deferred tax asset related to net operating loss carry forwards attributable to the loss. |
Retirement plans |
9 Months Ended | ||||||||
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Sep. 30, 2016 | |||||||||
Pension and Other Postretirement and Postemployment Benefit Plans, Liabilities [Abstract] | |||||||||
Retirement plans |
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Commitments, Contingencies and Other |
9 Months Ended | ||||||||
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Sep. 30, 2016 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||
Commitments, Contingencies and Other |
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Segment Information |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information |
The Company through its wholly-owned subsidiaries has one operating segment which is engaged in the investment management and financial advisory business and which derives its revenue from investment management services, other investment advisory services and financial research.
The Company’s corporate operations are not considered an operating segment and the Company does not allocate corporate expense for management and administrative services or income and expense related to other corporate activity to its operating segment to measure its operations. The Company’s management utilizes adjusted EBITDA to measure segment performance. Adjusted EBITDA is a measure defined as EBITDA before corporate expense, equity based compensation, amortization of stay and retention bonuses, relocation and severance costs and non-operating income (expense). EBITDA is a measure defined as earnings (loss) before interest, taxes, depreciation and amortization.
Adjusted EBITDA is a non-GAAP measure and should not be construed as an alternative to operating loss or net loss as an indicator of the Company’s performance, or as an alternative to cash used in operating activities, or as a measure of liquidity, or as any other measure determined in accordance with GAAP.
Following is a reconciliation of adjusted EBITDA of the operating segment to loss before income taxes (in thousands):
Wright Investors' Service Holdings, Inc.
Segment Information
(1) Consists principally of cash and cash equivalents |
Incentive stock plans and stock based compensation (Tables) |
9 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||
Schedule of Fair Value Assumptions |
|
Intangible Assets (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Acquired Intangible Assets |
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization Expense Related to Intangible Assets |
|
Segment Information (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Information | Wright Investors' Service Holdings, Inc.
Segment Information
(1) Consists principally of cash and cash equivalents |
Liability for Contingent Consideration (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
---|---|---|---|---|---|
Dec. 19, 2012 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
|
Business Acquisition [Line Items] | |||||
Change in liability for contigent consideration | $ (196,000) | ||||
Winthrop [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock in connection with acquisition, shares | 852,228 | ||||
Cash paid | $ 236,000 | ||||
Contingent consideration, maximum value of shares | $ 1,900,000 | ||||
Change in liability for contigent consideration | $ (176,000) | $ (196,000) | $ 336,000 |
Per share data (Details) - shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average number of common shares outstanding | 19,018,000 | 19,272,000 | 19,079,000 | 19,249,000 |
Weighted average number of common shares, vested RSUs | 78,367 | 737,772 | 53,989 | 736,589 |
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 | 133,334 | 328,128 | 133,334 | 328,128 |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,350,000 | 3,350,000 | 3,350,000 | 3,350,000 |
Capital Stock (Details) |
9 Months Ended | 44 Months Ended |
---|---|---|
Sep. 30, 2016
shares
|
Sep. 30, 2016
shares
|
|
Stockholders' Equity Note [Abstract] | ||
Number of shares authorized to be repurchased | 5,000,000 | 5,000,000 |
Remaining number of shares available for repurchase | 2,958,029 | 2,958,029 |
Shares repurchased during the period | 250,000 | 2,041,971 |
Short-term investments (Details) - USD ($) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Investments, Debt and Equity Securities [Abstract] | |||
Proceeds from sale of short-term investments | $ 148,000 | ||
Realized loss on sale of short-term investments | $ 9,000 | ||
Unrealized gains (losses) | $ (12,000) | $ (8,000) |
Intangible Assets (Intangible Assets) (Details) $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Finite-Lived Intangible Assets [Line Items] | |
Gross carrying amount | $ 4,574 |
Accumulated Amortization | 2,407 |
Net carrying amount | $ 2,167 |
Investment Management and advisory contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 9 years |
Gross carrying amount | $ 3,181 |
Accumulated Amortization | 1,336 |
Net carrying amount | $ 1,845 |
Trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 10 years |
Gross carrying amount | $ 433 |
Accumulated Amortization | 164 |
Net carrying amount | $ 269 |
Proprietary software and technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 4 years |
Gross carrying amount | $ 960 |
Accumulated Amortization | 907 |
Net carrying amount | $ 53 |
Intangible Assets (Estimated Amortization Expense) (Details) $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2016 (remainder) | $ 152 |
2017 | 397 |
2018 | 397 |
2019 | 397 |
2020 | 397 |
2021-2023 | 427 |
Finite-lived intangible assets, net carrying amount | 2,167 |
Amortization expense related to intangible assets | $ 477 |
Related party transactions (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
May 13, 2014 |
Oct. 31, 2012 |
|
Related Party Transaction [Line Items] | ||||||
Operating expenses | $ 1,813,000 | $ 2,034,000 | $ 5,737,000 | $ 6,516,000 | ||
Subsidiaries [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investment management and distribution fees | $ 207,000 | 221,000 | $ 621,000 | 649,000 | ||
Lease Agreements [Member] | Bedford Oak [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly sublease payment amount | $ 27,600 | $ 40,700 | ||||
Operating expenses | $ 0 | $ 83,000 |
Income taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 5 | $ 11 | $ 31 | $ 44 |
Retirement plans (Details) - Pension Plans, Defined Benefit [Member] - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 19, 2012 |
|
Defined Benefit Plan Disclosure [Line Items] | |||||
Employer match of eligible compensation of employees | 10.00% | ||||
Total obligation | $ 1,275,000 | $ 1,275,000 | |||
Obligation payable in next 12 months | 200,000 | 200,000 | |||
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 | ||||
Interest expense | 39,000 | $ 59,000 | $ 59,000 | $ 112,000 | |
Income from elimination of retirement liability | 23,000 | ||||
Present value of obligation | 801,000 | 801,000 | |||
Unamortized discount | $ 474,000 | $ 474,000 |
Commitments, Contingencies and Other (Details) - USD ($) |
1 Months Ended | |
---|---|---|
Jul. 01, 2014 |
Sep. 30, 2016 |
|
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term | 5 years | |
Future minimum payments remainder of 2016 | $ 61,000 | |
Future minimum payments 2017 | 248,000 | |
Future minimum payments 2018 | 255,000 | |
Future minimum payments 2019 | $ 196,000 |
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