Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 05, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Entity Registrant Name | Wright Investors Service Holdings, Inc. | ||
Entity Central Index Key | 1,279,715 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 19,376,070 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 6,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Investment management services | $ 2,213 | $ 2,240 |
Other investment advisory services | 2,387 | 2,765 |
Financial research and related data | 812 | 706 |
Total revenues | 5,412 | 5,711 |
Expenses | ||
Compensation and benefits | 3,364 | 3,745 |
Other operating | 3,338 | 3,650 |
Total expenses | 6,702 | 7,395 |
Operating loss | (1,290) | (1,684) |
Share of loss from Investment in LLC | (294) | |
Interest expense and other, net | (96) | (100) |
Loss from operations before income taxes | (1,386) | (2,078) |
Income tax benefit (expense) | 96 | (54) |
Net loss | $ (1,290) | $ (2,132) |
Basic and diluted net loss per share | $ (0.07) | $ (0.11) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 6,018 | $ 7,026 |
Accounts receivable | 304 | 291 |
Prepaid expenses and other current assets | 431 | 393 |
Total current assets | 6,753 | 7,710 |
Property and equipment, net | 100 | 103 |
Intangible assets, net | 1,618 | 2,015 |
Goodwill | 3,364 | 3,364 |
Deferred tax asset | 148 | |
Investment in undeveloped land | 355 | 355 |
Other assets | 108 | 108 |
Total assets | 12,446 | 13,655 |
Current liabilities | ||
Accounts payable and accrued expenses | 729 | 741 |
Deferred revenue | 6 | 11 |
Income taxes payable | 30 | 37 |
Current portion of officers retirement bonus liability | 190 | 200 |
Total current liabilities | 955 | 989 |
Officers retirement bonus liability, net of current portion | 467 | 570 |
Total liabilities | 1,422 | 1,559 |
Stockholders' equity | ||
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued | ||
Common stock, par value $0.01 per share, authorized 30,000,000 shares; issued 19,962,014 in 2017 and 19,830,219 in 2016 (including 11,701 shares issuable for vested restricted stock units in 2017 and 2016); outstanding 19,135,094 in 2017 and 19,003,299 in 2016 | 199 | 198 |
Additional paid-in capital | 33,933 | 33,716 |
Accumulated deficit | (21,409) | (20,119) |
Treasury stock, at cost (815,219 in 2017 and 2016) | (1,699) | (1,699) |
Total stockholders' equity | 11,024 | 12,096 |
Total liabilities and stockholders' equity | $ 12,446 | $ 13,655 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 19,962,014 | 19,830,219 |
Common stock, outstanding | 19,135,094 | 19,003,299 |
Treasury stock, shares | 815,219 | 815,219 |
Restricted Stock Units (RSUs) [Member] | ||
Common stock, shares authorized | 11,701 | 11,701 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,290) | $ (2,132) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Share of loss from investment in LLC, in excess of cash received of $10 in 2016 | 284 | |
Realized loss on sale of short-term investments | 9 | |
Interest expense related to officers retirement bonus liability | 87 | 78 |
Depreciation and amortization | 433 | 643 |
Decrease in value of warrant | 12 | |
Equity based compensation, including issuance of stock to directors | 218 | 229 |
Changes in other operating items: | ||
Accounts receivable | (13) | 35 |
Deferred tax asset | (148) | |
Deferred revenue | (5) | 11 |
Officers retirement bonus liability | (200) | (222) |
Prepaid income tax | 37 | |
Income taxes payable | (7) | 37 |
Prepaid expenses and other current assets | (38) | 66 |
Accounts payable and accrued expenses | (12) | (289) |
Net cash used in operating activities | (975) | (1,202) |
Cash flows from investing activities | ||
Proceeds from sale of short-term investments | 148 | |
Additions to property and equipment | (33) | (73) |
Net cash provided by (used in) investing activities | (33) | 75 |
Cash flows from financing activities | ||
Purchase of treasury stock | (340) | |
Net cash used in financing activities | (340) | |
Net decrease in cash and cash equivalents | (1,008) | (1,467) |
Cash and cash equivalents at the beginning of the year | 7,026 | 8,493 |
Cash and cash equivalents at the end of the year | 6,018 | 7,026 |
Supplemental disclosures of cash flow information | ||
Income taxes | $ 59 | $ 3 |
CONSOLIDATED STATEMENTS OF CAS6
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Statement of Cash Flows [Abstract] | |
Investment in LLC, cash received | $ 10 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Treasury stock, at cost [Member] | Total |
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 | (2,132) | (2,132) | |||
Equity based compensation expense | 119 | 119 | |||
Shares issuable for vested restricted stock units, shares | 11,701 | ||||
Issuance of common stock to directors | $ 1 | 109 | 110 | ||
Issuance of common stock to directors, shares | 97,547 | ||||
Purchase of treasury stock | (340) | (340) | |||
Purchase of treasury stock, shares | |||||
Balance at Dec. 31, 2016 | $ 198 | 33,716 | (20,119) | (1,699) | 12,096 |
Balance, shares at Dec. 31, 2016 | 19,830,219 | ||||
Net loss | (1,290) | (1,290) | |||
Equity based compensation expense | 108 | 108 | |||
Issuance of common stock to directors | $ 1 | 109 | 110 | ||
Issuance of common stock to directors, shares | 131,795 | ||||
Balance at Dec. 31, 2017 | $ 199 | $ 33,933 | $ (21,409) | $ (1,699) | $ 11,024 |
Balance, shares at Dec. 31, 2017 | 19,962,014 |
Description of activities
Description of activities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of activities | 1. Description of activities The Winthrop Corporation, a Connecticut Corporation (“Winthrop”) is a wholly- owned subsidiary of Wright Investors’ Service Holdings, Inc. (hereinafter referred to as the “Company” or “Wright Holdings”), and 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. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassification The Company has reclassified $56,000 of Compensation and benefits for the year ended December 31, 2016 to Other operating expenses in order to be consistent with the presentation for the year ended December 31, 2017. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Cash and cash equivalents Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents, Cash equivalents are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Basic and diluted loss per share Basic and diluted loss per share for the years ended December 31, 2017 and 2016, respectively, is calculated based on 19,216,000 and 19,085,000 weighted average outstanding shares of common stock including 135,000 and 65,000, respectively, common shares underlying vested RSUs. Options for 550,000 and 3,350,000 shares of common stock in 2017 and 2016, respectively, and unvested RSUs for 66,000 and 132,000 shares of common stock in 2017 and 2016, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from operations for both years. Employees’ stock-based compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. See Note 11. Income taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on uncertain tax positions as interest and other expenses, respectively. The Company has no uncertain tax positions at December 31, 2017 and 2016. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments. Property and equipment Property and equipment are carried at cost, net of allowance for depreciation. Depreciation is provided on a straight-line basis over estimated useful lives of 3 to 7 years for equipment and furniture. Intangible Assets Intangible assets, which were recorded in connection with the acquisition of Winthrop, are amortized over their estimated useful lives, on a straight-line basis. Intangible assets subject to amortization are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining life through undiscounted forecasted cash flows. If undiscounted forecasted cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value determined based on forecasted future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Future cash flows are based on trends of historical performance and the Company’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. No impairment of intangible assets was recognized at December 31, 2017 or 2016. Goodwill Goodwill, which was recorded in connection with the acquisition of Winthrop, is not subject to amortization and is tested for impairment annually on December 31, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment test consists of a comparison of the fair value of the reporting unit, which consists of The Wright Companies operating segment, with its carrying amount, including goodwill. Fair value was calculated based upon future cash flows discounted at a rate commensurate with the risk involved, market based comparables and recent transactions within the financial services industry. Future cash flows are based on projection of adjusted EBITDA of the operating segment (see Note 15). If the carrying amount of the reporting unit exceeds its fair value then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over the implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. No impairment of goodwill was recognized at December 31, 2017 or 2016. There were no changes in the carrying value of goodwill during 2017 or 2016. Revenue recognition Revenue from investment advisory services and investment management services are recognized over the period in which the service is performed. Accordingly, the amount of such revenue billed as of the balance sheet date relating to periods after the balance sheet date is accounted for as deferred revenue. Revenue from research reports is recognized monthly upon the receipt of payment from the third-party industry distributors. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 Revenue from Contracts with Customers (“ASC 606”). The new guidance creates a single, principle based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company on January 1, 2018. The Company has performed an assessment and analysis of the Company’s current policies and practices and there will be no material change upon the adoption of ASC 606. |
Certain new accounting guidance
Certain new accounting guidance | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Certain new accounting guidance | 3. Certain new accounting guidance In February 2016, the FASB issued ASU 2016-02, leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after the date of initial application, with an option to elect to use certain transaction relief. The Company is currently assessing the impact that the adaption of ASU 2016-02 will have on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation- Stock Compensation (Topic 718): Improvements to Employee Share Based Payment Accounting.” ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classifications in the statement of cash flows. ASU 2016-09 is effective for the fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. During 2017 the Company has adopted ASU 2016-09 which did not have any impact in the Company’s financial statements. In accordance with ASU 2016-09, the Company has made the accounting policy election to continue to estimate forfeitures based upon historical occurrences. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU generally requires companies to measure investments in equity securities, except those accounted for under the equity method, at fair value and recognize any changes in fair value in net income. The new guidance must be applied using a modified-retrospective approach and is effective for periods beginning after December 15, 2017 and early adoption is not permitted. The Company has evaluated the impact this new standard, and it will not have a material effect on the consolidated financial statements. In January 2017, FASB issued ASU 2017-04, “Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the second step of the previous FASB guidance for testing goodwill for impairment and is intended to reduce cost and complexity of goodwill impairment testing. The standard is effective for periods beginning after December 15, 2019 for both interim and annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently assessing the impact that the adoption of ASU 2017-04 will have on its financial statements. In May 2017, the FASB issued ASU 2017-09, “ Compensation – Stock Compensation (Topic 708) Scope of Modification Accounting |
Investment in LLC
Investment in LLC | 12 Months Ended |
Dec. 31, 2017 | |
Investments in and Advance to Affiliates, Subsidiaries, Associates, and Joint Ventures [Abstract] | |
Investment in LLC | 4. 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 publicly 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 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. 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. The above events indicate that EGS may not be able 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 year ended December 31, 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 December 31, 2016. In addition, the warrants were ascribed no value at such date resulting in a loss of $12,000 for the year ended December 31, 2016. Any future recovery by the Company on its investment in EGS will be recognized as income when received. During the years ended December 31, 2017 and 2016, there were no amounts recovered from the Company’s investment in EGS. |
Accounts receivable
Accounts receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Accounts receivable | 5. Accounts receivable Winthrop and its subsidiaries continuously monitor the creditworthiness of customers and establish an allowance for uncollectible accounts based on specific customer related collection issues. As of December 31, 2017, and 2016, there was no allowance for uncollectible accounts. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accounts payable and accrued expenses | 6. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2017 2016 Accrued professional fees $ 207 $ 187 Accrued compensation and related expenses 144 161 Other 378 393 $ 729 $ 741 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 7. Income taxes The components of income tax (benefit) expense are as follows (in thousands): Year Ended December 31, 2017 2016 Current Federal $ - $ - State and local 52 54 Total current 52 54 Deferred Federal $ (148 ) $ - State and local - - Total deferred (148 ) - Total income tax (benefit) expense $ (96 ) $ 54 For the years ended December 31, 2017 and 2016, current income tax expense related to operations substantially represents minimum state income taxes. For the year ended December 31, 2017, deferred income tax benefit represents a reduction of the valuation allowance due to a change in tax law permitting alternative minimum tax credits to be refundable. The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows: Year ended December 31, 2017 2016 Federal income tax rate (34.0 )% (34.0 )% State income tax (net of federal effect) 6.8 1.7 Change in valuation allowance (251.5 ) 34.3 Deferred tax asset write-down 73.2 - Non-deductible expenses 0.6 0.6 Impact of tax law change 198 - Effective tax rate (6.9 )% 2.6 % The deferred tax assets and liabilities are summarized as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,356 $ 8,809 Equity-based compensation 107 1,275 Tax credit carryforwards 148 148 Accrued compensation 180 305 Accrued liabilities & other 157 105 Gross deferred tax assets 6,948 10,642 Less: valuation allowance (6,365 ) (9,850 ) Deferred tax assets after valuation allowance 583 792 Deferred tax liabilities: Intangible assets Other (435 ) (784 ) Deferred tax liabilities - (8 ) Net Deferred tax assets (435 ) (792 ) $ 148 $ - The Tax Cuts and Jobs Act (the "Act") was enacted in December 2017. Among other things, the Act reduces the U.S. federal corporate tax rate from 35 percent to 21 percent, eliminates the alternative minimum tax (“AMT”) for corporations, and provides that AMT credit carryforwards are refundable over a period of time beginning with the Company’s 2018 tax year through 2021. The reduction of the corporate tax rate resulted in a write-down of the Company’s net deferred tax assets of approximately $2.7 million, and a corresponding write-down of the valuation allowance. The Company recognized a deferred income tax benefit of $148,000 for the year ended December 31, 2017 due to a reduction of the valuation allowance related to the AMT credit carryforward. As a result of the Act, the AMT credit carryforward is determined to be more likely than not to be realized. A valuation allowance is provided when it is more likely than not that some portion of deferred tax assets will not be realized. The valuation allowance (decreased) increased by approximately $(3,485,000) and $712,000 respectively, during the years ended December 31, 2017 and 2016. The decrease in the valuation allowance during the year ended December 31, 2017 was mainly due to a change in the corporate income tax rate per the Act. The increase in the valuation allowance during the year ended December 31, 2016 was mainly due to an increase of the net operating loss carryforward and other deferred tax assets. The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2017, the Company has a federal net operating loss carryforward of approximately $21.2 million, which expires from 2031 through 2037, and various state and local net operating loss carryforwards totaling approximately $19.6 (pre-apportioned) and $17.6 (post-apportioned) million, which expire between 2018 and 2037. Approximately $1.3 million of the federal net operating loss carryforward and $8.5 million of the state net operating loss carryforward were acquired from Winthrop. The acquired federal net operating loss carryforward is limited in its utilization by Section 382 of the Internal Revenue Code due to an ownership change. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | 8. Property and equipment: Property and equipment consists of the following (in thousands): December 31, 2017 2016 Computer software $ 75 $ 72 Computer equipment 140 110 Office furniture and equipment 46 46 Leasehold improvements 1 1 262 229 Less: accumulated depreciation and amortization (162 ) (126 ) $ 100 $ 103 Depreciation expense for the years ended December 31, 2017 and 2016 was $36,000 and $14,000, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets | 9. Intangible Assets Intangible assets subject to amortization consisted of the following (in thousands): December 31, 2017 Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment Management and Advisory Contracts 9 years $ 3,181 $ 1,778 $ 1,403 Trademarks 10 years 433 218 215 Proprietary Software and Technology 4 years 960 960 - $ 4,574 $ 2,956 $ 1,618 December 31, 2016 Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment Management and Advisory Contracts 9 years $ 3,181 $ 1,425 $ 1,756 Trademarks 10 years 433 174 259 Proprietary Software and Technology 4 years 960 960 - $ 4,574 $ 2,559 $ 2,015 Amortization expense amounted to $397,000 and $629,000 for each of the years ended December 31, 2017 and 2016, respectively. The weighted-average amortization period for total amortizable intangibles at December 31, 2017 is 4 years. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): Year ending December 31, 2018 397 2019 397 2020 397 2021 386 2022 41 $1,618 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 10. 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 December 31, 2017, the Company had repurchased 2,041,971 shares of its common stock (of which 250,000 shares were purchased in 2016 at a cost of $340,000) and a total of 2,958,029 shares, remained available for repurchase. |
Incentive stock plans and stock
Incentive stock plans and stock-based compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive stock plans and stock based compensation | 11. 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 $300 and $9,000 for the years ended December 31, 2017 and 2016, respectively, under these plans. As of December 31, 2017, 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 3,500,000. During the year ended December 31, 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: Dividend yield 0 % Expected volatility 48.24 % Risk-free interest rate 1.21 % Expected life (in years) 4 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 is $0.08 which net value of $400 will be amortized over the remaining life of the options. As of December 31, 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 year and zero aggregate intrinsic value. As of December 31, 2017, there were outstanding options to acquire 550,000 common shares under the 2007 NPDC Plan, 483,333 of which were vested and exercisable, having a weighted average exercise price of $1.35 per share, a weighted average contractual term of 3 years and zero aggregate intrinsic value. During 2017, 2,800,000 options expired, without being exercised, with a weighted exercise price of $2.46 per share. Restricted stock units The following RSUs were granted to employees of the Company under the 2007 NPDC Plan: a) 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 and the second third vesting on February 4, 2015. At December 31, 2017, 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, respectively, for the years ended December 31, 2017 and 2016 related to these RSUs. There is no unrecognized compensation expense related to these RSUs at December 31, 2017. b) 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, with the first third vesting in January and March 2016, respectively. 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 $110,000 for the years ended December 31, 2017 and 2016 related to these RSUs. The total unrecognized compensation expense related to these unvested RSUs at December 31, 2017 is $16,000, which will be recognized over the remaining vesting period of approximately 2 months. At December 31, 2017 and 2016, 133,332 and 66,666 of the RSU’s were vested. |
Retirement plans
Retirement plans | 12 Months Ended |
Dec. 31, 2017 | |
Liability, Retirement and Postemployment Benefits [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 participants 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 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 years ended December 31, 2017 and 2016, interest expense, (included in Interest expense and other, net) amounted to $87,000 and $78,000, respectively. and a corresponding credit to Compensation and benefits in the Consolidated Statement of Operations At December 31, 2017, and 2016 the present value of the obligation under the Bonus Plan was $657,000, and $770,000, respectively, net of discount of $367,000 and $454,000, respectively. Of the undiscounted obligation of $1,024,000 at December 31, 2017, $190,000 is expected to be paid during 2018. |
Commitments, Contingencies and
Commitments, Contingencies and Other | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other | 13. Commitments, Contingencies and Other (a) In August 2014, the Company entered into a five-year sublease in Greenwich, Connecticut for 10,000 square feet. At December 31, 2017, annual future rent for the Greenwich space, which expires on September 30, 2019 aggregated $451,000 payable as follows; $255,000 (2018), and $196,000 (through September 30, 2019). Rent expense charged to operations related to the facilities aggregated $248,000 and $240,000 in 2017 and 2016, respectively. The rent expense in 2017 and 2016 included deferred rent of $44,000 and $58,000, respectively, due to straight lining the amounts payable over the lease term commencing in August 2014 upon the Company gaining access to the premises. (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. The Company has administratively appealed and contested the allegations in both Orders. On July 27, 2017, the Company entered into a Consent Order with the DEEP relative to Killingly Pond Dam. The consent order requires the Company to continue to perform routine maintenance and administrative procedures, the cost of which is not material to the Company’s financial position or results of operations. As the administrative appeal of the Order relative to ACME Pond Dam remains pending, it is not possible at this time to evaluate the likelihood of, or to estimate the range of loss from, an unfavorable outcome. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | 14. Related party transactions 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 $403,000 and $778,000 for the years ended December 31, 2017 and 2016, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment The Company through its wholly-owned subsidiary has one operating segment which is engaged in the investment management and financial advisory business and 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, software implementation costs, 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 from operations before income taxes (in thousands): Year ended December 31, 2017 2016 Adjusted EBITDA of operating segment $ 954 $ 785 Other operating expenses: Corporate (1) (1,555 ) (1,498 ) Depreciation and amortization (433 ) (643 ) Equity based compensation (218 ) (229 ) Software implementation costs (38 ) - Relocation and severance costs - (99 ) Operating loss (1,290 ) (1,684 ) Non- operating income (expense): Interest expense and other, net (96 ) (100 ) Share of loss from Investment in LLC - (294 ) Loss from operations before income taxes $ (1,386 ) $ (2,078 ) Following is a summary of the Company's total assets (in thousands): December 31, 2017 2016 Operating segment $ 6,160 $ 6,224 Corporate (2) 6,286 7,431 $ 12,446 $ 13,655 (1) Consists principally of compensation related expenses, facility costs and professional fees (2) Consists principally of cash and cash equivalents |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries all of which are wholly-owned. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification | Reclassification The Company has reclassified $56,000 of Compensation and benefits for the year ended December 31, 2016 to Other operating expenses in order to be consistent with the presentation for the year ended December 31, 2017. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents represent short-term, highly liquid investments, which are readily convertible to cash and have maturities of three months or less at time of purchase. Cash equivalents, Cash equivalents are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. |
Basic and diluted loss per share | Basic and diluted loss per share Basic and diluted loss per share for the years ended December 31, 2017 and 2016, respectively, is calculated based on 19,216,000 and 19,085,000 weighted average outstanding shares of common stock including 135,000 and 65,000, respectively, common shares underlying vested RSUs. Options for 550,000 and 3,350,000 shares of common stock in 2017 and 2016, respectively, and unvested RSUs for 66,000 and 132,000 shares of common stock in 2017 and 2016, respectively, were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from operations for both years. |
Employees' stock based compensation | Employees’ stock-based compensation Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. See Note 11. |
Income taxes | Income taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to carryforwards and to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The accounting for uncertain tax positions guidance requires that the Company recognize the financial statement benefit of a tax position only after determining that the Company would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties on uncertain tax positions as interest and other expenses, respectively. The Company has no uncertain tax positions at December 31, 2017 and 2016. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments. |
Property and equipment | Property and equipment Property and equipment are carried at cost, net of allowance for depreciation. Depreciation is provided on a straight-line basis over estimated useful lives of 3 to 7 years for equipment and furniture. |
Intangible Assets | Intangible Assets Intangible assets, which were recorded in connection with the acquisition of Winthrop, are amortized over their estimated useful lives, on a straight-line basis. Intangible assets subject to amortization are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining life through undiscounted forecasted cash flows. If undiscounted forecasted cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value determined based on forecasted future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Future cash flows are based on trends of historical performance and the Company’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. No impairment of intangible assets was recognized at December 31, 2017 or 2016. |
Goodwill | Goodwill Goodwill, which was recorded in connection with the acquisition of Winthrop, is not subject to amortization and is tested for impairment annually on December 31, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The impairment test consists of a comparison of the fair value of the reporting unit, which consists of The Wright Companies operating segment, with its carrying amount, including goodwill. Fair value was calculated based upon future cash flows discounted at a rate commensurate with the risk involved, market based comparables and recent transactions within the financial services industry. Future cash flows are based on projection of adjusted EBITDA of the operating segment (see Note 15). If the carrying amount of the reporting unit exceeds its fair value then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over the implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. No impairment of goodwill was recognized at December 31, 2017 or 2016. There were no changes in the carrying value of goodwill during 2017 or 2016. |
Revenue recognition | Revenue recognition Revenue from investment advisory services and investment management services are recognized over the period in which the service is performed. Accordingly, the amount of such revenue billed as of the balance sheet date relating to periods after the balance sheet date is accounted for as deferred revenue. Revenue from research reports is recognized monthly upon the receipt of payment from the third-party industry distributors. In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-09 Revenue from Contracts with Customers (“ASC 606”). The new guidance creates a single, principle based model for revenue recognition and expands and improves disclosures about revenue. The new guidance is effective for the Company on January 1, 2018. The Company has performed an assessment and analysis of the Company’s current policies and practices and there will be no material change upon the adoption of ASC 606. |
Accounts payable and accrued 24
Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consist of the following (in thousands): December 31, 2017 2016 Accrued professional fees $ 207 $ 187 Accrued compensation and related expenses 144 161 Other 378 393 $ 729 $ 741 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The components of income tax (benefit) expense are as follows (in thousands): Year Ended December 31, 2017 2016 Current Federal $ - $ - State and local 52 54 Total current 52 54 Deferred Federal $ (148 ) $ - State and local - - Total deferred (148 ) - Total income tax (benefit) expense $ (96 ) $ 54 |
Differences Between Statutory and Reported Amount Tax Rates | The difference between the benefit for income taxes computed at the statutory rate and the reported amount of tax expense (benefit) from operations is as follows: Year ended December 31, 2017 2016 Federal income tax rate (34.0 )% (34.0 )% State income tax (net of federal effect) 6.8 1.7 Change in valuation allowance (251.5 ) 34.3 Deferred tax asset write-down 73.2 - Non-deductible expenses 0.6 0.6 Impact of tax law change 198 - Effective tax rate (6.9 )% 2.6 % |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities are summarized as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,356 $ 8,809 Equity-based compensation 107 1,275 Tax credit carryforwards 148 148 Accrued compensation 180 305 Accrued liabilities & other 157 105 Gross deferred tax assets 6,948 10,642 Less: valuation allowance (6,365 ) (9,850 ) Deferred tax assets after valuation allowance 583 792 Deferred tax liabilities: Intangible assets Other (435 ) (784 ) Deferred tax liabilities - (8 ) Net Deferred tax assets (435 ) (792 ) $ 148 $ - |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consists of the following (in thousands): December 31, 2017 2016 Computer software $ 75 $ 72 Computer equipment 140 110 Office furniture and equipment 46 46 Leasehold improvements 1 1 262 229 Less: accumulated depreciation and amortization (162 ) (126 ) $ 100 $ 103 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Components of Acquired Intangible Assets | Intangible assets subject to amortization consisted of the following (in thousands): December 31, 2017 Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment Management and Advisory Contracts 9 years $ 3,181 $ 1,778 $ 1,403 Trademarks 10 years 433 218 215 Proprietary Software and Technology 4 years 960 960 - $ 4,574 $ 2,956 $ 1,618 December 31, 2016 Intangible Estimated useful life Gross carrying amount Accumulated Amortization Net carrying amount Investment Management and Advisory Contracts 9 years $ 3,181 $ 1,425 $ 1,756 Trademarks 10 years 433 174 259 Proprietary Software and Technology 4 years 960 960 - $ 4,574 $ 2,559 $ 2,015 |
Amortization Expense Related to Intangible Assets | The weighted-average amortization period for total amortizable intangibles at December 31, 2017 is 4 years. Estimated amortization expense for each of the five succeeding years and thereafter is as follows (in thousands): Year ending December 31, 2018 397 2019 397 2020 397 2021 386 2022 41 $1,618 |
Incentive stock plans and sto28
Incentive stock plans and stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Assumptions | Dividend yield 0 % Expected volatility 48.24 % Risk-free interest rate 1.21 % Expected life (in years) 4 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Following is a reconciliation of adjusted EBITDA of the operating segment to loss from operations before income taxes (in thousands): Year ended December 31, 2017 2016 Adjusted EBITDA of operating segment $ 954 $ 785 Other operating expenses: Corporate (1) (1,555 ) (1,498 ) Depreciation and amortization (433 ) (643 ) Equity based compensation (218 ) (229 ) Software implementation costs (38 ) - Relocation and severance costs - (99 ) Operating loss (1,290 ) (1,684 ) Non- operating income (expense): Interest expense and other, net (96 ) (100 ) Share of loss from Investment in LLC - (294 ) Loss from operations before income taxes $ (1,386 ) $ (2,078 ) Following is a summary of the Company's total assets (in thousands): December 31, 2017 2016 Operating segment $ 6,160 $ 6,224 Corporate (2) 6,286 7,431 $ 12,446 $ 13,655 (1) Consists principally of compensation related expenses, facility costs and professional fees (2) Consists principally of cash and cash equivalents |
Summary of significant accoun30
Summary of significant accounting policies (Details) - Office Furniture and Equipment [Member] | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Summary of significant accoun31
Summary of significant accounting policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reclassification of Other operating expenses to Compensation and benefits | $ 56 | |
Cash equivalents | $ 5,209 | $ 6,301 |
Weighted average number of common shares outstanding | 19,216,000 | 19,085,000 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive options outstanding | 550,000 | 3,350,000 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive options outstanding | 66,000 | 132,000 |
Weighted average number of common shares outstanding | 135,000 | 65,000 |
Investment in LLC (Details)
Investment in LLC (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 28, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 27, 2016 | Jul. 20, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Change in value of warrant | $ 12,000 | ||||
EGS [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment amount | $ 333,333 | ||||
Units acquired | 333,333 | ||||
Membership Interest | 33.33% | 25.00% | |||
Warrant distributed from LLC | $ 120,000 | ||||
Term of warrants | 5 years | ||||
Noncontrolling interest | $ 333,333 | ||||
Noncontrolling interest, ownership percentage | 25.00% | ||||
Warrants owned by noncontrolling interests | 166,666 | ||||
Net loss due to discontinued operation | $ 294,000 | ||||
Loss on warrants | $ 12,000 | ||||
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 Holdings, Inc. [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 | ||||
Term of warrants | 5 years | ||||
Warrants received | 166,666 | ||||
Merriman Holdings, Inc. [Member] | Senior Secured Note [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Term of note | 1 year | ||||
Principal amount | $ 1,000,000 | ||||
Interest rate | 12.00% | ||||
Merriman Holdings, Inc. [Member] | EGS [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Warrants received | 166,666 | ||||
Merriman Holdings, Inc. [Member] | Marshall Geller [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Term of warrants | 5 years | ||||
Merriman Capital, Inc. [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Noncontrolling interest principal amount payment due | $ 1,333,333 | ||||
Merriman Capital, Inc. [Member] | Senior Secured Note [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Notes secured, percentage of capital stock | 99.998% |
Accounts payable and accrued 33
Accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued professional fees | $ 207 | $ 187 |
Accrued compensation and related expenses | 144 | 161 |
Other | 378 | 393 |
Accounts payable and accrued expenses | $ 729 | $ 741 |
Income taxes (Components of Inc
Income taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Federal | ||
State and local | 52 | 54 |
Total current | 52 | 54 |
Deferred | ||
Federal | (148) | |
State and local | ||
Total deferred | (148) | |
Total income tax (benefit) expense | $ (96) | $ 54 |
Income taxes (Differences Betwe
Income taxes (Differences Between Statutory and Reported Amount Tax Rates) (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | (34.00%) | (34.00%) |
State income tax (net of federal effect) | 6.80% | 1.70% |
Change in valuation allowance | (251.50%) | 34.30% |
Deferred tax asset write-down | 73.20% | |
Non-deductible expenses | 0.60% | 0.60% |
Impact of tax law change | 198.00% | |
Effective tax rate | (6.90%) | 2.60% |
Income taxes (Deferred Tax Asse
Income taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 6,356 | $ 8,809 |
Equity-based compensation | 107 | 1,275 |
Tax credit carryforwards | 148 | 148 |
Accrued compensation | 180 | 305 |
Accrued liabilities & other | 157 | 105 |
Gross deferred tax assets | 6,948 | 10,642 |
Less: valuation allowance | (6,365) | (9,850) |
Deferred tax assets after valuation allowance | 583 | 792 |
Deferred tax liabilities: | ||
Intangible assets | (435) | (784) |
Others | (8) | |
Deferred tax liabilities | (435) | (792) |
Net Deferred tax assets | $ 148 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Examination [Line Items] | ||
Corporate tax rate | 34.00% | 34.00% |
Deferred Federal tax benefit | $ 148 | |
Increase in valuation allowance | (3,485) | $ 712 |
Net deferred tax assets | 2,700 | |
Federal [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 21,200 | |
Federal [Member] | Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Corporate tax rate | 21.00% | |
Operating loss carryforwards, expiration date | Jan. 1, 2031 | |
Federal [Member] | Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Corporate tax rate | 35.00% | |
Operating loss carryforwards, expiration date | Dec. 31, 2037 | |
Federal [Member] | Winthrop [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 1,300 | |
New York State [Member] | Minimum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration date | Jan. 1, 2018 | |
New York State [Member] | Maximum [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2037 | |
New York State [Member] | Pre-apportioned [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 19,600 | |
New York State [Member] | Post-apportioned [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | 17,600 | |
New York State [Member] | Winthrop [Member] | ||
Income Tax Examination [Line Items] | ||
Operating loss carryforwards | $ 8,500 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 262 | $ 229 |
Less accumulated depreciation and amortization | (162) | (126) |
Property and Equipment, Net, Total | 100 | 103 |
Depreciation expenses | 36 | 14 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 75 | 72 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 140 | 110 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 46 | 46 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1 | $ 1 |
Intangible Assets (Intangible A
Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 4,574 | $ 4,574 |
Accumulated Amortization | 2,956 | 2,559 |
Net carrying amount | $ 1,618 | $ 2,015 |
Investment Management and Advisory Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 9 years | 9 years |
Gross carrying amount | $ 3,181 | $ 3,181 |
Accumulated Amortization | 1,778 | 1,425 |
Net carrying amount | $ 1,403 | $ 1,756 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | 10 years |
Gross carrying amount | $ 433 | $ 433 |
Accumulated Amortization | 218 | 174 |
Net carrying amount | $ 215 | $ 259 |
Proprietary Software and Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 4 years | 4 years |
Gross carrying amount | $ 960 | $ 960 |
Accumulated Amortization | 960 | 960 |
Net carrying amount |
Intangible Assets (Estimated Am
Intangible Assets (Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
2,018 | $ 397 | |
2,019 | 397 | |
2,020 | 397 | |
2,021 | 386 | |
2,022 | 41 | |
Finite-Lived Intangible Assets, Net, Total | 1,618 | $ 2,015 |
Amortization expense related to intangible assets | $ 397 | $ 629 |
Weighted average useful life of intangible assets | 4 years |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ in Thousands | 12 Months Ended | 133 Months Ended |
Dec. 31, 2016 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Number of shares authorized to be repurchased | 5,000,000 | |
Number of shares repurchased | 250,000 | 2,041,971 |
Value of shares repurchased during period | $ 340 | |
Remaining number of shares available for repurchase | 2,958,029 |
Incentive stock plans and sto42
Incentive stock plans and stock-based compensation (Common Stock Options) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 28, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted - Stock Options | 25,000 | 100,000 | |||
Share-based compensation | $ 300 | $ 9,000 | |||
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% | ||||
Exercise price | $ 1.34 | $ 1.29 | $ 2.46 | ||
Vesting period | 3 years | 3 years | |||
Number of options cancelled | 25,000 | ||||
Weighted average fair value of stock options granted | $ 0.52 | $ 0.50 | |||
Outstanding options, weighted average contractual term | 1 year | ||||
Dividend yield | 0.00% | ||||
Expected volatility | 48.24% | ||||
Risk-free interest rate | 1.21% | ||||
Expected life | 4 years | ||||
Net revised value after amortized | $ 400 | ||||
Options expired | 2,800,000 | ||||
Option, Discount | 8.00% | ||||
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 | 3,500,000 | ||||
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 | 6,141,786 | ||||
Outstanding options, weighted average contractual term | 1 year | 3 years | |||
Options outstanding | 550,000 | 3,350,000 | |||
Options vested and exerisable | 483,333 | 3,250,000 | |||
Outstanding options, weighted average exercise price | $ 1.35 | $ 2.27 | |||
Outstanding options, aggregate intrinsic value | $ 0 | $ 0 | |||
Restatement Adjustment [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average fair value of stock options granted | $ 0.08 |
Incentive stock plans and sto43
Incentive stock plans and stock-based compensation (Restricted Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2013 | Mar. 31, 2016 | Mar. 28, 2016 | Mar. 31, 2015 | Jan. 19, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock price | $ 1.85 | $ 1.70 | ||||||
Vesting period for plan | 3 years | 3 years | ||||||
Shares repurchased during period | $ 340 | |||||||
Shares repurchased during period, shares | 250,000 | 2,041,971 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSU's vested | 133,332 | 66,666 | 133,332 | |||||
Restricted Stock Units (RSUs) [Member] | Employees [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 17,738 | |||||||
Post-vesting restrictions, term | 3 years | |||||||
Vesting period for plan | 3 years | |||||||
RSUs value per share | $ 2.40 | |||||||
RSU, discount rate | 11.00% | |||||||
RSUs Value per share, less discount for post vesting restrictions on sale | $ 2.25 | |||||||
Restricted Stock Units (RSUs) [Member] | Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs outstanding | 11,701 | 11,701 | ||||||
Compensation | $ 0 | $ 1 | ||||||
Restricted Stock Units (RSUs) [Member] | Two Newly Appointed Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
RSUs, Granted | 100,000 | 100,000 | ||||||
Vesting period for plan | 3 years | 3 years | ||||||
RSU, discount rate | 8.00% | 8.00% | ||||||
RSUs Value per share, less discount for post vesting restrictions on sale | $ 1.70 | $ 1.56 | ||||||
Compensation | 110 | $ 110 | ||||||
Unrecognized compensation cost | $ 16 | $ 16 | ||||||
Unrecognized compensation recognition period | 2 months |
Retirement plans (Details)
Retirement plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest expense | $ 87 | $ 78 | |
Pension Plans, Defined Benefit [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer match of eligible compensation of employees | 10.00% | ||
Total obligation | $ 657 | 770 | |
Annual liability payable to individual retired employees | 50 | ||
Liability recorded at date of acquisition | $ 885 | ||
Present value discount factor | 14.00% | ||
Amount to be amortized, as interest expense | $ 1,027 | ||
Interest expense | 87 | 78 | |
Discounts | 367 | 454 | |
Income from elimination of retirement liability | $ 23 | ||
Undiscounted obligation | $ 1,024 | ||
Pension Plans, Defined Benefit [Member] | Subsequent Event [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Undiscounted obligation | $ 190 |
Commitments, Contingencies an45
Commitments, Contingencies and Other (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease, square footage | ft² | 10,000 | ||
Future minimum payments 2018 | $ 255 | ||
Future minimum payments 2019 | 196 | ||
Future minimum payments, Total | 451 | ||
Rent expense | 248 | $ 240 | |
Deferred rent | $ 44 | $ 58 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Subsidiaries [Member] | ||
Related Party Transaction [Line Items] | ||
Investment management and distribution fees | $ 403,000 | $ 778,000 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | ||
Segment Reporting Information [Line Items] | |||
Number of operating segments | 1 | ||
Other operating expenses: | |||
Depreciation and amortization | $ (433,000) | $ (643,000) | |
Equity based compensation | (300) | (9,000) | |
Operating loss | (1,290,000) | (1,684,000) | |
Non-operating income (expense): | |||
Interest expense and other, net | (87,000) | (78,000) | |
Share of loss from Investment in LLC | (294,000) | ||
Loss from operations before income taxes | (1,386,000) | (2,078,000) | |
Total assets | 12,446,000 | 13,655,000 | |
Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA of operating segment | 954,000 | 785,000 | |
Other operating expenses: | |||
Corporate | [1] | (1,555,000) | (1,498,000) |
Depreciation and amortization | (433,000) | (643,000) | |
Equity based compensation | (218,000) | (229,000) | |
Software implementation costs | (38,000) | ||
Relocation and severance costs | (99,000) | ||
Operating loss | (1,290,000) | (1,684,000) | |
Non-operating income (expense): | |||
Interest expense and other, net | (96,000) | (100,000) | |
Share of loss from Investment in LLC | (294,000) | ||
Loss from operations before income taxes | (1,396,000) | (2,078,000) | |
Total assets | 6,160,000 | 6,224,000 | |
Corporate [Member] | |||
Non-operating income (expense): | |||
Total assets | [2] | $ 6,286,000 | $ 7,431,000 |
[1] | Consists principally of compensation related expenses, facility costs and professional fees | ||
[2] | Consists principally of cash and cash equivalents |