Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Entity Registrant Name | Wright Investors Service Holdings, Inc. | ||
Entity Central Index Key | 0001279715 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 19,647,243 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 4,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Expenses | ||
Compensation and benefits | $ 801 | $ 468 |
Impairment of undeveloped land | 355 | 0 |
Other operating | 1,398 | 1,306 |
Total expenses | 2,554 | 1,774 |
Operating loss from continuing operations | (2,554) | (1,774) |
Interest income and other, net | 67 | 9 |
Loss from continuing operations before income taxes | (2,487) | (1,765) |
Income tax (expense) benefit | (40) | 96 |
Net loss from continuing operations | (2,527) | (1,669) |
Income from discontinued operations, net of tax | 810 | 379 |
Net loss | $ (1,717) | $ (1,290) |
Basic and diluted income (loss) per share | ||
Continuing operations per share | $ (0.13) | $ (0.09) |
Discontinuing operations per share | 0.04 | 0.02 |
Net loss per share | $ (0.09) | $ (0.07) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 6,163 | $ 5,601 |
Investments in U.S. Treasury Bills | 2,980 | |
Assets held for sale | 1,029 | |
Income tax receivable | 51 | |
Prepaid expenses and other current assets | 146 | 127 |
Total current assets | 9,340 | 6,757 |
Assets held for sale, non-current portion | 5,132 | |
Deferred tax asset | 74 | 148 |
Investment in undeveloped land | 355 | |
Other assets | 58 | 58 |
Total assets | 9,472 | 12,450 |
Current liabilities | ||
Liabilities held for sale | 783 | |
Accounts payable and accrued expenses | 204 | 158 |
Income taxes payable | 18 | |
Total current liabilities | 204 | 959 |
Liabilities held for sale, non-current portion | 467 | |
Total liabilities | 204 | 1,426 |
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 20,462,462 in 2018 and 19,962,014 in 2017; outstanding 19,647,243 in 2018 and 19,135,094 in 2017 | 204 | 199 |
Additional paid-in capital | 34,046 | 33,933 |
Accumulated deficit | (23,283) | (21,409) |
Treasury stock, at cost (815,219 in 2018 and 2017) | (1,699) | (1,699) |
Total stockholders' equity | 9,268 | 11,024 |
Total liabilities and stockholders' equity | $ 9,472 | $ 12,450 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 20,462,462 | 19,962,014 |
Common stock, outstanding | 19,647,243 | 19,135,094 |
Treasury stock, shares | 815,219 | 815,219 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,717) | $ (1,290) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Equity based compensation, including issuance of stock to directors | 117 | 218 |
Gain on sale of Winthrop, net of transaction costs | (664) | |
Impairment loss on undeveloped land | 355 | 0 |
Change in unrealized appreciation on investments in U.S. Treasury Bills | (15) | |
Changes in other operating items: | ||
Assets, net of liabilities held for sale | (15) | |
Deferred tax asset | 74 | (148) |
Income taxes receivable/payable | (69) | (7) |
Prepaid expenses and other current assets | (19) | 25 |
Accounts payable and accrued expenses | 17 | 10 |
Net cash used in operating activities | (1,921) | (1,207) |
Cash flows from investing activities | ||
Investments in Treasury Bills | (2,965) | |
Proceeds from sale of Winthrop, net of transaction costs | 5,448 | |
Net cash provided by investing activities | 2,483 | |
Net increase (decrease) in cash and cash equivalents | 562 | (1,207) |
Cash and cash equivalents at the beginning of the year | 5,601 | 6,808 |
Cash and cash equivalents at the end of the year | 6,163 | 5,601 |
Supplemental disclosures of cash flow information | ||
Net cash paid during the year for Income taxes | $ 35 | $ 59 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock (Issued) [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Treasury stock, at cost [Member] | Total |
Balance at Dec. 31, 2016 | $ 198 | $ 33,716 | $ (20,119) | $ (1,699) | $ 12,096 |
Balance, shares | 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 | ||||
Balance, shares | 19,962,014 | ||||
New accounting standard cumulative adjustment at Dec. 31, 2018 | (157) | (157) | |||
Adjusted beginning balance at Dec. 31, 2017 | 199 | 33,933 | (21,566) | (1,699) | 10,867 |
Net loss | (1,717) | (1,717) | |||
Equity based compensation expense | 16 | 16 | |||
Issuance of vested restricted shares | $ 2 | 2 | |||
Issuance of vested restricted shares, shares | 200,000 | ||||
Issuance of common stock to directors | $ 3 | 97 | 100 | ||
Issuance of common stock to directors, shares | 300,448 | ||||
Balance at Dec. 31, 2018 | $ 204 | $ 34,046 | $ (23,283) | $ (1,699) | $ 9,268 |
Balance, shares at Dec. 31, 2018 | 20,462,462 |
Description of activities
Description of activities | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of activities | 1. Description of activities On April 11, 2018, Wright Investors’ Service Holdings, Inc. a Delaware corporation (“the Company), Khandwala Capital Management, Inc., a Connecticut corporation (“Purchaser”), and Amit S. Khandwala (“ASK”) entered into a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, upon the terms and subject to the satisfaction or waiver of the conditions therein, the Company sold (the “Sale”), all of the issued and outstanding stock of the Company’s wholly-owned subsidiary, The Winthrop Corporation (“Winthrop”). Winthrop through the completion of the Sale was a wholly- owned subsidiary of the Company, 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”), offered 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. The Sale was approved by the Company’s stockholders on July 16, 2018 at the annual stockholders meeting, and the Sale was completed on July 17, 2018. The Company received $6,000,000 in cash as well as $173,000 from Winthrop for repayment of the intercompany balance between the Company and Winthrop on July 17, 2018. The Company recognized a gain of $1,200,000 before transaction expenses in year ended December 31, 2018. Included in the Consolidated Statement of Operations for the year ended December 31, 2018, and included in Income from discontinued operations, is $552,000 of transaction costs related to the Agreement, which are comprised of legal and consulting costs. Continuing as a public company after the Sale, we intend to evaluate and explore all available strategic options. We will continue to work to maximize stockholder value. Such strategic options may include acquisition of an investment advisory business, acquisition of a financial services business, creating partnerships or joint ventures for those or other businesses and investing in other businesses that provide attractive opportunities for growth. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents. Until such time as a decision is made as to how the proceeds from the Sale and other liquid assets of the Company are so deployed, we intend to invest the proceeds of the Sale and our other liquid assets in high-grade, short- term investments (such as cash and cash equivalents) consistent with the preservation of principal, maintenance of liquidity and avoidance of speculation. Immediately following consummation of the Sale, the Company has no or nominal operations. As a result, we are a “shell company”, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, and Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a shell company, our stockholders will be unable to utilize Rule 144 of the Securities Act, or Rule 144 to sell “restricted stock” as defined in Rule 144 or otherwise use Rule 144 to sell stock of the Company, and we would be ineligible to utilize registration statements on Form S-3 or Form S-8 for so long as we remain a shell company and for 12 months thereafter. Among other things, as a consequence, the offering, issuance and sale of our securities is likely to be more expensive and time consuming and may make our securities less attractive to investors. See Risk Factors “The Company is a shell company under the federal securities laws.” The Company is not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended (the “Investment Company Act”), a company may fall within the scope of being an “inadvertent investment company” under section 3(a)(1)(C) of such Act if the value of its investment securities (as defined in the Investment Company Act) is more than 40% of its total assets (exclusive of government securities and cash and certain cash equivalents). See “Risk Factors “The Company may be classified as an inadvertent investment company if we acquire investment securities in excess of 40% of our total assets” and “The Company is a shell company under the federal securities laws.” |
Discontinued operation
Discontinued operation | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operation | 2. Discontinued operation Winthrop’s results of operations through July 16, 2018 are included in the Company’s results of operations for the year ended December 31, 2018 and have been accounted for as a discontinued operation in the accompanying Consolidated Statement of Operations. Its results of operations for the year ended December 31, 2017 have been reclassified as discontinued operations to be consistent with the current period’s presentation. Assets and liabilities of Winthrop in the accompanying Consolidated Balance Sheet as of December 31, 2017 have been reclassified to present the assets and liabilities of Winthrop separately as held for sale. At December 31, 2017, Winthrop’s assets and liabilities held for sale were as follows (in thousands): December 31, 2017 Assets Current assets Cash and cash equivalents $ 417 Accounts receivable 308 Prepaid expenses and other current assets 304 Total current assets 1,029 Property and equipment, net 100 Intangible assets, net 1,618 Goodwill 3,364 Other assets 50 Total assets held for sale $ 6,161 Liabilities Current liabilities Accounts payable and accrued expenses $ (587 ) Deferred revenue (6 ) Current portion of officer’s retirement bonus liability (190 ) Total current liabilities (783 ) Officers retirement bonus liability, net of current portion (467 ) Total liabilities held for sale (1,250 ) Net assets held for sale $ 4,911 Intangibles and goodwill relate to acquisition of Winthrop in 2012. Revenue recognition from contracts with customers related to discontinued operation Revenue from investment advisory services and investment management services were recognized over the period in which the service was performed. Accordingly, the amount of such revenue billed as of the balance sheet date relating to periods after the balance sheet date were accounted for as deferred revenue. Revenue from research reports was recognized monthly upon the receipt of payment from the third-party industry distributors. In May 2014, the FASB issued ASU 2014-09, Revenues from Contracts with Customers (Topic 606) The Company adopted the new standard on January 1, 2018, using the modified retrospective method, which provides for a cumulative effect adjustment in the amount of $157,000 to beginning 2018 accumulated deficit and to opening Accounts receivable for the revenue related to the recognition of financial research data and sub advisor fees. The revenue for the year ended December 31, 2018 if recorded under the previous accounting guidance, was not materially different from the revenue recognized upon the adoption of ASC 606 on January 1, 2018. For the year ended December 31, 2018 and 2017 the components of income from discontinued operation were as follows (in thousands): Years Ended December 31, 2018 2017 Revenues Investment management services $ 1,237 $ 2,213 Other investment advisory services 1,165 2,387 Financial research and related data 485 812 2,887 5,412 Expenses Compensation and benefits 1,371 2,845 Other operating 1,332 2,083 2,703 4,928 Interest expense and other loss, net (38 ) (105 ) Income from discontinued operation $ 146 $ 379 Income from discontinued operation for the year ended December 31, 2018 is as follows: Years Ended December 31, Net assets held for sale at July 16, 2018 $ (4,957 ) Selling price, as adjusted 6,173 Transaction costs (552 ) Income from discontinued operation 146 Income from discontinued operation $ 810 Winthrop provided three distinct services for which it recognized revenue while owned by the Company: Investment management services Winthrop earned revenue primarily by charging fees based upon Assets Under Management (“AUM”). Its offerings included investment management solutions utilizing individual securities or mutual funds. Winthrop charged a fee for its services based on the Agreement, this was computed on the basis of the cash and market value of property deposited in the account at the time the client's account was established. Revenue was recognized based on the market value of the assets under management at end of the preceding quarter at a pre-established rate, per contract. Other investment advisory revenue as defined, was generated by fees from services provided to Bank Trust Departments and was recognized in the same manner as the Investment management services. Under ASC 606, Winthrop’s revenue recognition for all of its investment management contracts remained materially consistent with historical practice. Financial research services: Revenue from the sale of financial research information and related data was derived from the distribution of investment research directly and through several third parties who act as distributors of such research content. The distribution through third parties was Winthrop’s main source of revenue for financial research services. The fees paid by the end client were divided between Winthrop and the distributor, primarily Thomson Reuters. Upon adoption of ASC 606, Winthrop had changed its revenue recognition policy from estimating fees to be collected from third party distributors to recognizing revenue upon collection of fees from third party distributors when data was known. This change in revenue recognition for financial research and related data resulted in an adjustment of $135,000 recorded as an increase to opening Accumulated deficit and a decrease to opening Accounts receivable on January 1, 2018 for the revenue related to the last fiscal quarterly data that was not available as of the reporting date. Sub-advisor Fee: Winthrop provides investment services as a sub-advisor from the principal managers (primarily from three entities) and it was paid a quarterly fee by the corresponding principal managers. Upon adoption of ASC 606, the revenue recognition policy had been changed from Winthrop accruing revenue for this type of service on a monthly basis as reported by the sub advisor. This change in revenue recognition for sub-advisory fees resulted in Winthrop recording an adjustment to increase opening Accumulated deficit and a decrease to Accounts receivable in the amount of $22,000 on January 1, 2018. Winthrop, through its subsidiaries, entered into formal, written agreements with its customers that had commercial substance and that meet the criteria to identify the contract based on the new revenue recognition guidance, inclusive of the identification of each party’s rights regarding the services to be transferred and payment terms for such services. Performance Obligations are identified by determining whether they are: · Capable of being distinct: · Distinct within the context of the contract: 1) Investment management service: The performance obligation related to the investment management of the client’s account (service) which was an obligation capable of being and distinct within the context of the contract. This represented a single performance obligation that was continuously provided over the contract period. The Company considered that recognizing revenue over time best represents the transfer of control to the customer for management investment activities. Winthrop considered that time elapsed (quarterly increments) to be the method that best represented the transfer of control to the customer for management investment activities. 2) Financial research and related data: For revenue related to internet and reselling subscriptions, the distinct performance obligation referred to the distribution of investment research directly and through several third parties who acted as distributors of such research content. Winthrop acted as an agent in this arrangement because it did not control (ASC 606-10-25-25 – ability to direct the use of, and obtain substantially of the remaining benefits from, the service) the specified service before it was transferred to a customer and such customer was a party to the executed service provider agreement and held the rights to engage and direct the services of the third-party service provider. Per ASC 606-10-55-38, Winthrop recognized revenue based on the net amount of consideration it expected to be entitled to for providing the service. As mentioned, since Winthrop could not estimate the amount or the timing of when control is transferred to the customer’s and thus, it was not probable that a significant reversal in the amount of cumulative revenue recognized did not occur when the number of customers that are using the research in a given period and revenue split for the given period is subsequently reported. As such, revenue was recognized based on the revenue split for the sales activity received from the various entities. 3) Sub-advisor fee: The performance obligation related to the investment management of the Investment Manager’s client’s account (service) which was an obligation capable of being and distinct within the context of the contract between Winthrop and the Investment Manager. This represented a single performance obligation that was continuously provided over the contract period. Winthrop acted as an agent in this arrangement because it did not control (ASC 606-10-25-25 – ability to direct the use of, and obtain substantially of the remaining benefits from, the service) the specified service before it was transferred to a customer and such customer was a party to the executed service provider agreement and held the rights to engage and direct the services of the client. Per ASC 606-10-55-38, Winthrop recognized revenue based on the net amount of consideration it expected to be entitled to for providing the service. As mentioned, since Winthrop could not estimate the revenue amount, it was not probable that a significant reversal in the amount of cumulative revenue recognized did not occur when the Investment Manager’s client pays the fee (“IM Fee”) for the given period and such fee is subsequently reported to Winthrop. As such, revenue was recognized based on the revenue split for the IM Fee reported by the Investment Manager. Additionally, it should be noted that contracts between Winthrop and its customers did not include performance-based fees, and there were no costs capitalized attributable to obtaining new customer contracts. The services provided by Winthrop were satisfied over time because the customer simultaneously received and consumed the benefits provided by Winthrop as the services were being performed. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 3. Summary of significant accounting policies Principles of consolidation . The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), 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, which are carried at cost plus accrued interest, which approximates fair value, consist of an investment in a money market fund and investments in treasury bills that amounted to approximately $6,163,000, and $5,601,000 at December 31, 2018 and 2017, respectively. Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Investment Valuation The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities. As of December 31, 2018, the Company has investments of $2,980,000 in U.S. government securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. U.S. government securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. Investment in undeveloped land The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. As shown in the Consolidated Balance Sheet as at December 31, 2017, the properties were valued at $355,000 based on an independent valuation. Due to ongoing remediation efforts and no active market to sell the properties, as of December 31, 2018, the Company believes the value of the properties is nominal and as such recorded an impairment loss of $355,000. Basic and diluted loss per share Basic and diluted loss per share for the years ended December 31, 2018 and 2017, respectively, is calculated based on 19,510,985 and 19,216,000 weighted average outstanding shares of common stock including common shares underlying vested restricted stock units (“RSUs”). Options for 550,000 shares of common stock in 2018 and 2017, respectively, and unvested RSUs for 66,000 shares of common stock in 2017 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from operations for both years. There were no unvested RSUs as of December 31, 2018. 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 9. 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 income taxes at December 31, 2018 and 2017. Concentrations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash investments. Investments in cash and money market funds are insured up to $250,000 per depositor, per insured bank. Investments in treasury bills are insured up to $500,000. A substantial portion of the Company's investments in cash, money market accounts and treasury bills are in excess of these limits. 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. |
Adoption of new accounting guid
Adoption of new accounting guidance | 12 Months Ended |
Dec. 31, 2018 | |
Adoption Of New Accounting Guidance | |
Adoption of new accounting guidance | 4. Adoption of new accounting guidance 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. The Company has adopted this standard on January 1, 2018, which did not have a material impact on the consolidated financial statements. 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 adopted this standard on January 1, 2018, which did not have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “ Compensation – Stock Compensation (Topic 708) Scope of Modification Accounting |
Accounting guidance not yet ado
Accounting guidance not yet adopted | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Accounting guidance not yet adopted | 5. Accounting guidance not yet adopted In February 2016, the FASB established ASC Topic 842, Leases (Topic 842), by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations. Lease expense is recognized based on an effective interest method for finance leases, and on a straight-line basis over the term of the lease for operating leases. The new guidance is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. We will adopt the new standard on January 1, 2019. The new standard provides a number of optional practical expedients in transition. We will elect the ‘package of practical expedients’, which permit us not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. We do not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to us. The new standard will not have a material effect on our financial statements. The most significant effects of adoption relate to (1) the recognition of new ROU assets and lease liabilities on its balance sheet for real estate operating leases; and (2) providing significant new disclosures about its leasing activities. Upon adoption, we will recognize operating lease liabilities of approximately $200,000 based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases. We expect to recognize corresponding ROU assets of approximately $200,000 based on the operating lease liabilities. For information about the Company’s future lease commitments as of December 31, 2018, see Note 11 - Commitments, Contingencies, and Other. 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. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accrued professional fees $ 76 $ 42 Other 128 116 Total $ 204 $ 158 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 7. Income taxes The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 Current Federal $ (74 ) $ - State and local 40 52 Total current (34 ) 52 Deferred Federal $ 74 $ (148 ) State and local - - Total deferred $ 74 $ (148 ) Total income tax expense (benefit) $ 40 $ (96 ) For the year ended December 31, 2018, the current income tax benefit related to operations represents a refundable alternative minimum tax credit net of minimum state income taxes. For the year ended December 31, 2017, current income tax expense related to operations substantially represents minimum state income taxes. For the years ended December 31, 2018 and 2017, deferred income tax expense / (benefit) represents a reduction of the valuation allowance due to a change in tax law permitting alternative minimum tax credits to be refundable and a subsequent utilization of the alternative minimum tax credit carryforward. 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, 2018 2017 Federal income tax rate (21.0 )% (34.0 )% State income tax (net of federal effect) (15.7 ) 6.8 Change in valuation allowance 82.4 (251.5 ) Deferred tax asset write-down - 73.2 Sale of Winthrop (46.5 ) - Non-deductible expenses 3.7 0.6 Impact of tax law change on deferred tax assets and liabilities - 198.0 Effective tax rate 2.9 % (6.9 )% The deferred tax assets and liabilities are summarized as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,608 $ 6,356 Capital loss carryforwards 576 - Equity-based compensation 111 107 Tax credit carryforwards 74 148 Accrued compensation - 180 Accrued liabilities & other 6 157 Gross deferred tax assets 6,375 6,948 Less: valuation allowance (6,301 ) (6,365 ) Deferred tax assets after valuation allowance 74 583 Deferred tax liabilities: Intangible assets - (435 ) Deferred tax liabilities - (435 ) Net Deferred tax assets $ 74 148 The sale of Winthrop on July 17, 2018, which resulted in a gain of approximately $1,200,000, had no impact on income tax expense. Due to differences in basis for tax purposes and financial reporting purposes, the sale is expected to result in a tax loss of approximately $2,000,000. Legislation commonly referred to as 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. The reduction of the corporate tax rate resulted in a write-down of the Company’s net deferred tax assets of approximately $2,700,000, 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 by approximately $64,000 and $3,486,000 respectively, during the years ended December 31, 2018 and 2017. The decrease in the valuation allowance during the year ended December 31, 2018 was mainly due to the sale of Winthrop net of increases to the net operating loss carryforward and other deferred tax assets. 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 Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2018, the Company has a federal net operating loss carryforward of approximately $20,100,000, of which $17,900,000 which expires from 2031 through 2037, and $2,200,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $23,100,000, which expire between 2019 and 2038, and a capital loss carryforward of approximately $2,100,000, which expires between 2021 and 2024. Federal and state net operating loss carryforwards were reduced during the year ended December 31, 2018 by approximately $3,400,000 and $10,800,000, respectively, due to the sale of Winthrop. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | 8. 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, 2018, the Company had repurchased 2,041,971 shares of its common stock and a total of 2,958,029 of the authorization shares, remained available for repurchase at December 31, 2018. During the year ended December 31, 2018, the Company issued 300,448 shares of Company common stock to the independent directors of the Company, in payment of amounts due to them at December 31, 2017 and 2018 for quarterly directors fees. The aggregate value of the shares of Company common stock issued was $128,125, or $25,625 for each period. The equity compensation awards were issued pursuant to the exemption from the registration requirements of Section 5 of the Securities Act of 1933 (“1933 Act”) provided by Section 4(a)(2) of the 1933 Act. |
Incentive stock plans and stock
Incentive stock plans and stock-based compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive stock plans and stock based compensation | 9. Incentive stock plans and stock-based compensation Common stock options The Company adopted a stock-based compensation plan for employees and non-employee members of its Board of Directors in November 2003 (the “2003 Plan”), and the National Patent Development Corporation 2007 Incentive Stock Plan in December 2007 (the “2007 NPDC Plan”). The periods during which additional awards may be granted under the plans have expired and no further awards may be granted under any of these plans after December 20, 2017. As a consequence, any equity compensation awards issued after that time will be on terms determined by the Board of Directors or the Compensation Committee of the Board of Directors and pursuant to exemptions from the registration requirements of the securities laws. The Company recorded compensation expense of $100 and $300 for the years ended December 31, 2018 and 2017, respectively, under these plans. The Company issued 100,000 options to a consultant on March 28, 2016 which vest equally over 3 years and are subject to post vesting restrictions for sale for three years with an exercise price of $1.29, which price was equal to the market value at the date of the grant. The grant-date fair value of the options was $0.50 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. As of December 31, 2018, the unrecognized compensation expense related to non-vested options was $100. As of December 31, 2018, there were outstanding options to acquire 550,000 common shares, 516,666 of which were vested and exercisable, having a weighted average exercise price of $1.35 per share, a weighted average contractual term of 2 years and zero aggregate intrinsic value. During 2018, there were no grants, forfeitures or options exercised. 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 On January 19, 2015 and March 31, 2015, 100,000 restricted stock units (“RSUs”) were issued on each date to two newly appointed directors of the Company. The RSUs vested 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 $16,000 for the year ended December 31, 2018 and $110,000 for the year ended December 31, 2017 related to these RSUs. At December 31, 2018, the RSU’s were fully vested and the related 200,000 shares of the Company’s common stock was issued during the year ended December 31, 2018. |
Retirement plans
Retirement plans | 12 Months Ended |
Dec. 31, 2018 | |
Liability, Retirement and Postemployment Benefits [Abstract] | |
Retirement plans | 10. Retirement plans The Company maintained 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 permitted pre-tax contributions by participants and did not match the participant’s contributions. The Plan was terminated in December 2018. |
Commitments, Contingencies and
Commitments, Contingencies and Other | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Other | 11. 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, 2018, annual future rent for the Greenwich space, which expires on September 30, 2019 aggregated to approximately $196,000, payable through September 30, 2019. Rent expense charged to continued operations related to the facilities aggregated $144,000 and $89,000 in 2018 and 2017, respectively. The rent expense in 2018 and 2017 included deferred rent of $22,000 and $44,000, 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) The Company owns certain non-strategic assets which includes an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. As shown in the Consolidated Balance Sheet as at December 31, 2017, the properties were valued at $355,000 based on an independent valuation. Due to ongoing remediation efforts and no active market to sell the properties, the Company believes the value of the properties is nominal and as such recorded an impairment loss of $355,000. As of December 31, 2018, the properties are shown in the Consolidated Balance Sheet at $0 amount after recording an impairment loss of $355,000. c) |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related party transactions | 12. Related party transactions A subsidiary of Winthrop acted as an investment advisor, its subsidiary acted as a principal underwriter and one officer of Winthrop was 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 Income from discontinued operation in the Consolidated Statements of Operations (see Note 2), amounted to $81,000 and $403,000 for the years ended December 31, 2018 and December 31, 2017, respectively. On April 2, 2018, the Boards of Trustees of The Wright Managed Equity Trust and The Wright Managed Income Trust (the “Trusts”) issued a press release announcing that they had voted to liquidate and terminate each of the Wright Selected Blue Chip Equities Fund (WSBEX), the Wright Major Blue Chip Equities Fund (WQCEX), the Wright International Blue Chip Equities Fund (WIBCX) and the Wright Current Income Fund (WCIFX) (the “Funds”) effective on or about April 30, 2018 (the “Liquidation Date”). Based upon a recommendation of the Funds’ investment adviser, Wright, the Boards approved the liquidation of the Funds. The liquidation of the Funds did not have a material adverse impact on the Company’s business operations, financial condition, or results of operations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation . The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), 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, which are carried at cost plus accrued interest, which approximates fair value, consist of an investment in a money market fund and investments in treasury bills that amounted to approximately $6,163,000, and $5,601,000 at December 31, 2018 and 2017, respectively. Cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. |
Investment Valuation | Investment Valuation The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy provides for prioritizing inputs to valuation techniques used to measure fair value into three levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3 Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 or Level 2 assets or liabilities. As of December 31, 2018, the Company has investments of $2,980,000 in U.S. government securities. U.S. government securities are valued using a model that incorporates market observable data, such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data. Certain securities are valued principally using dealer quotations. U.S. government securities are categorized in Level 2 of the fair value hierarchy, depending on the inputs used and market activity levels for specific securities. |
Investment in undeveloped land | Investment in undeveloped land The Company owns certain non-strategic assets, including an investment in land and certain flowage rights in undeveloped property (the “properties”) primarily located Killingly, Connecticut. As shown in the Consolidated Balance Sheet as at December 31, 2017 the properties were valued at $355,000 based on an independent valuation. Due to a decision made by the Company in 2018 to effect a transfer of ownership for no consideration to a prospective unaffiliated third party, as of December 31, 2018 the properties are shown in the Consolidated Balance Sheet at $0 after recording an impairment loss of $355,000. |
Basic and diluted loss per share | Basic and diluted loss per share Basic and diluted loss per share for the years ended December 31, 2018 and 2017, respectively, is calculated based on 19,510,985 and 19,216,000 weighted average outstanding shares of common stock including common shares underlying vested restricted stock units (“RSUs”). Options for 550,000 shares of common stock in 2018 and 2017, respectively, and unvested RSUs for 66,000 shares of common stock in 2017 were not included in the diluted computation as their effect would be anti-dilutive since the Company has losses from operations for both years. There were no unvested RSUs as of December 31, 2018. |
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 9. |
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 income taxes at December 31, 2018 and 2017. |
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. Investments in cash and money market funds are insured up to $250,000 per depositor, per insured bank. Investments in treasury bills are insured up to $500,000. A substantial portion of the Company's investments in cash, money market accounts and treasury bills are in excess of these limits. |
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. |
Discontinued operation (Tables)
Discontinued operation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operation | At December 31, 2017, Winthrop’s assets and liabilities held for sale were as follows (in thousands): December 31, 2017 Assets Current assets Cash and cash equivalents $ 417 Accounts receivable 308 Prepaid expenses and other current assets 304 Total current assets 1,029 Property and equipment, net 100 Intangible assets, net 1,618 Goodwill 3,364 Other assets 50 Total assets held for sale $ 6,161 Liabilities Current liabilities Accounts payable and accrued expenses $ (587 ) Deferred revenue (6 ) Current portion of officer’s retirement bonus liability (190 ) Total current liabilities (783 ) Officers retirement bonus liability, net of current portion (467 ) Total liabilities held for sale (1,250 ) Net assets held for sale $ 4,911 For the year ended December 31, 2018 and 2017 the components of income from discontinued operation were as follows (in thousands): Years Ended December 31, 2018 2017 Revenues Investment management services $ 1,237 $ 2,213 Other investment advisory services 1,165 2,387 Financial research and related data 485 812 2,887 5,412 Expenses Compensation and benefits 1,371 2,845 Other operating 1,332 2,083 2,703 4,928 Interest expense and other loss, net (38 ) (105 ) Income from discontinued operation $ 146 $ 379 Income from discontinued operation for the year ended December 31, 2018 is as follows: Years Ended December 31, Net assets held for sale at July 16, 2018 $ (4,957 ) Selling price, as adjusted 6,173 Transaction costs (552 ) Income from discontinued operation 146 Income from discontinued operation $ 810 |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accrued professional fees $ 76 $ 42 Other 128 116 Total $ 204 $ 158 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2018 2017 Current Federal $ (74 ) $ - State and local 40 52 Total current (34 ) 52 Deferred Federal $ 74 $ (148 ) State and local - - Total deferred $ 74 $ (148 ) Total income tax expense (benefit) $ 40 $ (96 ) |
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, 2018 2017 Federal income tax rate (21.0 )% (34.0 )% State income tax (net of federal effect) (15.7 ) 6.8 Change in valuation allowance 82.4 (251.5 ) Deferred tax asset write-down - 73.2 Sale of Winthrop (46.5 ) - Non-deductible expenses 3.7 0.6 Impact of tax law change on deferred tax assets and liabilities - 198.0 Effective tax rate 2.9 % (6.9 )% |
Schedule of Deferred Tax Assets and Liabilities | The deferred tax assets and liabilities are summarized as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 5,608 $ 6,356 Capital loss carryforwards 576 - Equity-based compensation 111 107 Tax credit carryforwards 74 148 Accrued compensation - 180 Accrued liabilities & other 6 157 Gross deferred tax assets 6,375 6,948 Less: valuation allowance (6,301 ) (6,365 ) Deferred tax assets after valuation allowance 74 583 Deferred tax liabilities: Intangible assets - (435 ) Deferred tax liabilities - (435 ) Net Deferred tax assets $ 74 148 |
Incentive stock plans and sto_2
Incentive stock plans and stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Assumptions | The grant-date fair value of the options was $0.50 which was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Dividend yield 0 % Expected volatility 48.24 % Risk-free interest rate 1.21 % Expected life (in years) 4 |
Description of activities (Deta
Description of activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Gain recognize before transaction expenses | $ 1,200 | ||
Legal and consulting costs | 552 | ||
Assets | $ 9,472 | $ 12,450 | |
Winthrop Corporation [Member] | |||
Cash consideration from sale of assets | $ 6,000 | ||
Repayment of intercompany balance | $ 173 |
Discontinued operation (Details
Discontinued operation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Discontinued Operations and Disposal Groups [Abstract] | |
Cumulative effect adjustment | $ 157 |
Increase in opening Accumulated deficit and a decrease to opening Accounts receivable | 135 |
Increase in opening Accumulated deficit and decrease to Accounts receivable | $ 22 |
Discontinued operation (Schedul
Discontinued operation (Schedule of Assets and Liabilities held for Sale) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Current assets | |
Cash and cash equivalents | $ 417 |
Accounts receivable | 308 |
Prepaid expenses and other current assets | 304 |
Total current assets | 1,029 |
Property and equipment, net | 100 |
Intangible assets, net | 1,618 |
Goodwill | 3,364 |
Other assets | 50 |
Total assets held for sale | 6,161 |
Current liabilities | |
Accounts payable and accrued expenses | (587) |
Deferred revenue | (6) |
Current portion of officers retirement bonus liability | (190) |
Total current liabilities | (783) |
Officers retirement bonus liability, net of current portion | (467) |
Total liabilities held for sale | (1,250) |
Net assets held for sale | $ 4,911 |
Discontinued operation (Sched_2
Discontinued operation (Schedule of Components of Income from Discontinued Operation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Investment management services | $ 1,237 | $ 2,213 |
Other investment advisory services | 1,165 | 2,387 |
Financial research and related data | 485 | 812 |
Net revenues | 2,887 | 5,412 |
Expenses | ||
Compensation and benefits | 1,371 | 2,845 |
Other operating | 1,332 | 2,083 |
Operating Expenses | 2,703 | 4,928 |
Interest expense and other loss, net | (38) | (105) |
Income from discontinued operation | $ 146 | $ 379 |
Discontinued operation (Sched_3
Discontinued operation (Schedule of Income from Discontinued Operation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net assets held for sale at July 16, 2018 | $ (4,957) | |
Selling price, as adjusted | 6,173 | |
Transaction costs | (552) | |
Income from discontinued operation | 146 | $ 379 |
Income from discontinued operation | $ 810 | $ 379 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) - Office Furniture and Equipment [Member] | 12 Months Ended |
Dec. 31, 2018 | |
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 accoun_4
Summary of significant accounting policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash equivalents | $ 9,143 | $ 5,601 |
Weighted average number of common shares outstanding | 19,510,985 | 19,216,000 |
Undeveloped property | $ 355 | |
Undeveloped property net of a reserve | 0 | |
Impairment loss on undeveloped land | 355 | $ 0 |
US Treasury Bills [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash insured amount | 500 | |
Cash and Money Market Funds [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Cash insured amount | $ 250 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive options outstanding | 66,000 | |
Weighted average number of common shares outstanding | 550,000 | 550,000 |
Adoption of new accounting gu_2
Adoption of new accounting guidance (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Adoption Of New Accounting Guidance | |
Operating lease liabilities | $ 200 |
ROU assets | $ 200 |
Accounts payable and accrued _3
Accounts payable and accrued expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued professional fees | $ 76 | $ 42 |
Other | 128 | 116 |
Accounts payable and accrued expenses | $ 204 | $ 158 |
Income taxes (Components of Inc
Income taxes (Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current | ||
Federal | $ (74) | |
State and local | 40 | 52 |
Total current | (34) | 52 |
Deferred | ||
Federal | 74 | (148) |
State and local | ||
Total deferred | 74 | (148) |
Total income tax expense (benefit) | $ 40 | $ (96) |
Income taxes (Differences Betwe
Income taxes (Differences Between Statutory and Reported Amount Tax Rates) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | (21.00%) | (34.00%) |
State income tax (net of federal effect) | (15.70%) | 6.80% |
Change in valuation allowance | 82.40% | (251.50%) |
Deferred tax asset write-down | 73.20% | |
Sale of Winthrop | (46.50%) | |
Non-deductible expenses | 3.70% | 0.60% |
Impact of tax law change on deferred tax assets and liabilities | 198.00% | |
Effective tax rate | 2.90% | (6.90%) |
Income taxes (Deferred Tax Asse
Income taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,608 | $ 6,356 |
Capital loss carryforwards | 576 | |
Equity-based compensation | 111 | 107 |
Tax credit carryforwards | 74 | 148 |
Accrued compensation | 180 | |
Accrued liabilities & other | 6 | 157 |
Gross deferred tax assets | 6,375 | 6,948 |
Less: valuation allowance | (6,301) | (6,365) |
Deferred tax assets after valuation allowance | 74 | 583 |
Deferred tax liabilities: | ||
Intangible assets | (435) | |
Deferred tax liabilities | (435) | |
Net Deferred tax assets | $ 74 | $ 148 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Examination [Line Items] | |||
Corporate tax rate | 21.00% | 34.00% | |
Deferred Federal tax benefit | $ (74) | $ 148 | |
Capital loss carryforward | 576 | ||
Increase in valuation allowance | 3,486,000 | $ (64,000) | |
Net deferred tax assets | 2,700 | ||
Gain recognize before transaction expenses | 1,200 | ||
Winthrop Corporation [Member] | |||
Income Tax Examination [Line Items] | |||
Tax loss | $ 2,000 | ||
Federal [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | 20,100 | ||
Operating loss carryforwards that is not expired | $ 2,200 | ||
Federal [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Corporate tax rate | 21.00% | ||
Operating loss carryforwards | $ 17,900 | ||
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] | Due to sale of Winthrop [Member] | |||
Income Tax Examination [Line Items] | |||
Increase (decrease) in net operating loss carryforwards | $ (3,400) | ||
New York State [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards | 23,100 | ||
Capital loss carryforward | $ 2,100 | ||
New York State [Member] | Minimum [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards, expiration date | Jan. 1, 2019 | ||
Capital loss carryforwards, expiration date | Dec. 31, 2021 | ||
New York State [Member] | Maximum [Member] | |||
Income Tax Examination [Line Items] | |||
Operating loss carryforwards, expiration date | Dec. 31, 2038 | ||
Capital loss carryforwards, expiration date | Dec. 31, 2024 | ||
New York State [Member] | Due to sale of Winthrop [Member] | |||
Income Tax Examination [Line Items] | |||
Increase (decrease) in net operating loss carryforwards | $ (10,800) |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 145 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2018 | |
Number of shares authorized to be repurchased | 5,000,000 | 5,000,000 | 5,000,000 | |||
Number of shares repurchased | 2,041,971 | |||||
Remaining number of shares available for repurchase | 2,958,029 | 2,958,029 | 2,958,029 | |||
Director [Member] | ||||||
Issued shares of common stock | 300,448 | |||||
Aggregate value of issued shares of common stock | $ 25,625 | $ 25,625 | $ 25,625 | $ 25,625 | $ 128,125 |
Incentive stock plans and sto_3
Incentive stock plans and stock-based compensation (Common Stock Options) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 28, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted - Stock Options | 100,000 | ||
Share-based compensation | $ 100 | $ 300 | |
Exercise price | $ 1.29 | ||
Vesting period | 3 years | ||
Unrecognized compensation cost | $ 100 | ||
Weighted average fair value of stock options granted | $ 0.50 | ||
Dividend yield | 0.00% | ||
Expected volatility | 48.24% | ||
Risk-free interest rate | 1.21% | ||
Expected life | 4 years | ||
Option, Discount | 8.00% | ||
2007 NPDC Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise price | $ 2.46 | ||
Outstanding options, weighted average contractual term | 2 years | 3 years | |
Options outstanding | 550,000 | 550,000 | |
Options vested and exerisable | 516,666 | 483,333 | |
Outstanding options, weighted average exercise price | $ 1.35 | $ 1.35 | |
Outstanding options, aggregate intrinsic value | $ 0 | $ 0 | |
Options expired | 2,800,000 |
Incentive stock plans and sto_4
Incentive stock plans and stock-based compensation (Restricted Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 28, 2016 | Mar. 31, 2015 | Jan. 19, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period for plan | 3 years | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vested | 200,000 | ||||
Two Newly Appointed Directors [Member] | Restricted Stock Units (RSUs) [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 | |||
RSUs value per share | $ 1.85 | $ 1.70 | |||
RSU, discount rate | 8.00% | 8.00% | |||
RSUs Value per share, less discount for post vesting restrictions on sale | $ 1.70 | $ 1.56 | |||
Compensation | $ 16 | $ 110 |
Commitments, Contingencies an_2
Commitments, Contingencies and Other (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2014ft² | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Lease, square footage | ft² | 10,000 | ||
Future minimum payments 2019 | $ 196 | ||
Rent expense | 144 | $ 89 | |
Deferred rent | 22 | 44 | |
Cost of work | 90 | ||
Undeveloped property | 355 | ||
Undeveloped property net of a reserve | 0 | ||
Impairment loss on undeveloped land | $ 355 | $ 0 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Subsidiaries [Member] | ||
Related Party Transaction [Line Items] | ||
Investment management and distribution fees | $ 81,000 | $ 403,000 |