Special Situations
1 year ago
IWSH
Wright Investors Service Holdings, Inc.
Pink Current Information
Transfer Agent Verified
Shell
Reporting Status: U.S. Reporting - SEC Reporting
Incorporation Information: Delaware
Share Structure
Authorized Shares: 30,000,000 (12/20/2022)
Outstanding Shares: 20,574,628 (12/20/2022)
Held at DTC: 16,661,545 (12/20/2022)
Preferred Stock: No
Warrants: No
Options: No
Reverse Splits: No
Dilution: No
#BALANCE SHEETS
Cash and cash equivalents: $2,068,000
Income tax receivable: $73,000
Prepaid expenses and other current assets: $34,000
Investments in U.S. Treasury Bills: $2,421,000
Total current assets: $4,596,000
Total assets: $4,604,000
Total liabilities: $57,000
10-K,10-Q Information:
Wright Investors’ Service Holdings, Inc. (the “Company”) has nominal operations and nominal assets aside from its cash and cash equivalents, and is therefore considered a shell company, as defined in U.S. securities laws and regulations. The Company is not engaged in the business of investing, reinvesting, or trading in securities, and it does not hold itself out as being engaged in those activities.
The Company intends to evaluate and explore all available strategic options. The Company 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 the Company’s cash and cash equivalents. Until such time as a decision is made as to how the liquid assets of the Company are so deployed, the Company intends to invest its 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.
The Company may be classified as an inadvertent investment company if the Company acquires investment securities in excess of 40% of its total assets. As of September 30, 2022, the Company is not considered an inadvertent investment company.
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. On April 5, 2022, in accordance with the Board of Directors’ prior authorization, the Company purchased 192,750 shares of its common stock in a privately negotiated transaction at a price of $0.25 per share for an amount of approximately $48,000. At September 30, 2022, the Company had repurchased 2,234,721 shares of its common stock and a total of 2,765,279 of the authorized shares, remained available for repurchase as of September 30, 2022.
The Company’s Board of Directors is considering strategic uses for its funds to develop or acquire interests in one or more operating businesses. While we have focused our development or acquisition efforts on sectors in which our management has expertise, we do not wish to limit ourselves to, or to foreclose any opportunities in, any particular industry or sector. Prior to this use, the Company’s funds have been, and we anticipate will continue to be, invested 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, until such time as we need to utilize such funds, or any portion thereof, for the purposes described above. The directors will also consider alternatives for distributing some or all of its cash and cash equivalents to stockholders.
The Company files a consolidated federal tax return with its subsidiaries. As of December 31, 2021, the Company has a federal net operating loss carryforward of approximately $21,339,000, of which $15,177,000 expires from 2031 through 2037, and $6,162,000 does not expire. The Company also has various state and local net operating loss carryforwards totaling approximately $5,182,000, which expire between 2022 and 2042, and a capital loss carryforward of approximately $2,690,000, which expires between 2022 and 2024. State net operating loss carryforwards were reduced during the year ended December 31, 2020 by approximately $16,244,000 due to a change in State tax filings.
#DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Harvey P. Eisen, 79, has served as Chairman of the board of directors and Chief Executive Officer of the Company since June 2007 and also has served as its President since July 2007. Mr. Eisen has served as a director of the Company since 2004. Mr. Eisen has served as Chairman and Managing Member of Bedford Oak Advisors, LLC, an investment partnership (“Bedford Oak”), since 1998 and was Chairman and Director of GP Strategies Corporation, a global performance solutions provider (“GP Strategies”) from 2004 to 2018. Mr. Eisen has also served on the board of directors of VerifyMe, Inc., a provider of physical, cyber and biometric security solutions from April 2018 through February 2019.
Mr. Eisen was previously Senior Vice President of Travelers, Inc. and held various executive positions with Primerica, SunAmerica Corp., and Integrated Resources Asset Management. Mr. Eisen was president and portfolio manager of Eisen Capital Management for 10 years. He began his career as an analyst with Stifel, Nicolaus & Co. and Wertheim. Mr. Eisen has served on the Strategic Development Board for the Trulaske College of Business, University of Missouri since 1995 where he established the first accredited course on the Warren Buffett Principles of Investing. He also serves on the University’s Investment Advisory Committee.
Mr. Eisen is qualified to serve on our board of directors and brings valuable insight to our board of directors as a result of his broad range of business skills and his financial literacy and expertise and executive and management leadership skills. Mr. Eisen developed these skills and expertise during his long and successful business career as Chairman and Managing Member of Bedford Oak, a Senior Vice President of Travelers and Primerica, as well as his service on other public company and institutional boards.
Lawrence G. Schafran, 83, is a private investor and has served as a director and chairman of the audit committee of the Company since 2006. Mr. Schafran also serves as a director of Glasstech, Inc., a manufacturer and seller of glass bending and tempering systems. Mr. Schafran also served as director of other public and private companies, such as Cupcake Digital, Inc., a developer of mobile applications focusing on the children’s market from 2013 to June 2019 and VerifyMe, Inc., a provider of physical, cyber and biometric security solutions from 2013 to June 2019. He also served as a Managing Director of Providence Capital, Inc., an investment and advisory firm from March 2003 until December 2012.
Mr. Schafran is qualified to serve on our board of directors because of his extensive business skills and experiences and his financial literacy and expertise. Mr. Schafran also possesses a broad range of experiences and skill garnered from the various leadership positions and from his service on other public company boards and committees.
Dort A. Cameron III, 77, is currently the managing member of Airlie Enterprises, LLC, a private consulting and principal investments company established in 1995 and has served as a director and chairman of the Compensation and Nominating and Corporate Governance Committee since February 2019. Mr. Cameron is also the President of the Cameron Family Foundation. Mr. Cameron was a principal of the Investment Manager, a managing director of the General Partner of the Investment Manager and Chief Investment Officer (portfolio manager) of the Airlie Opportunity Fund’s portfolio from 2003 through 2014.
Mr. Cameron has over 30 years of investment banking, merchant banking, and investment management experience.
His experience encompasses institutional portfolio management, alternative and principal investing, fiduciary oversight, and significant private equity, high yield, and distressed transactions/situations. Mr. Cameron’s professional experience includes a position as the Chairman of the Board of Directors and a majority owner of Entex Information Services, Inc., a computer services company headquartered in Rye Brook, New York (“Entex”). Mr. Cameron was also the General Partner of BMA Limited Partnership, a mezzanine private equity fund, which was the general partner of Investment Limited Partnership (“ILP”), which he co-founded in 1984 with Richard Rainwater of the Bass organization and managed through June of 1996.
Mr. Cameron has served as a member of the Board of Directors of First Marblehead Corporation, Greenwich Life Settlements, TLC Beatrice as well as Middlebury College, where he still currently serves, and the Rippowam Cisqua School.
Mr. Cameron’s is qualified to serve on our Board because of his senior management roles in investment banking, merchant banking, and investment management and his other professional experience, each of which have required him to balance the demands of clients, employees and investors.
Harold D. Kahn, 68, is the Acting Chief Financial Officer and Acting Principal Accounting Officer of the Company since March 2019. Mr. Kahn previously served as a consultant to the Company. Mr. Kahn has been the Managing Member of Vela Capital Advisors, LLC, an independent advisory consultancy since February 2007. Mr. Kahn has been a senior principal for several privately-held technology consulting and investment management firms. Earlier in his career, he was a Partner at PricewaterhouseCoopers in New York and Tokyo. Mr. Kahn holds an AB in Economics from Stanford University.
#SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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William H. Miller III
https://en.wikipedia.org/wiki/Bill_Miller_(investor)_
https://www.otcmarkets.com/stock/IWSH/profile
Enterprising Investor
12 years ago
NPDV Signs Merger Agreement with The Winthrop Corporation, Parent Company of Wright Investors’ Service, Inc (6/19/12)
MOUNT KISCO, N.Y. & MILFORD, Conn.--(BUSINESS WIRE)--National Patent Development Corporation (OTC Bulletin Board: NPDV.OB) and The Winthrop Corporation today announced the signing of a definitive agreement for the merger of The Winthrop Corporation with a wholly owned subsidiary of National Patent. The Winthrop Corporation, which will be the surviving entity in the merger, is the parent company of Wright Investors’ Service, Inc. Wright is an investment management and financial advisory firm headquartered in Milford, Connecticut. As of March 31, 2012, Wright had approximately $1.6 billion of assets under management.
The companies anticipate closing the proposed merger in the fourth quarter of 2012 following receipt of required regulatory approvals, approval by the shareholders of The Winthrop Corporation, the receipt of certain third-party consents and the satisfaction of other conditions to closing. The aggregate consideration of approximately $6.6 million will be paid with a combination of cash on hand and restricted stock of National Patent and is subject to downward adjustment in certain circumstances. At March 31, 2012, National Patent had cash and cash equivalents of approximately $26,800,000. The Boards of Directors of National Patent and The Winthrop Corporation have each approved the transaction.
Harvey P. Eisen, Chairman and CEO of National Patent, commented, “We believe Wright is the ideal company to partner with in the asset management space. Wright brings the stability of a 50-year track record, proven management in place, and a time-tested, diversified suite of high-quality products to serve the investment management needs of individuals, community banks, institutions and labor unions. Wright will be the centerpiece of our growth strategy. We are very enthusiastic about this merger, and we intend to change our name to include the word “Wright” following the closing of the transaction.”
Peter M. Donovan, CFA®, Chairman and CEO of Wright, commented, “This merger will enable Wright to expand upon its tradition of excellence in investment management and client service. Throughout the Firm’s 50-year history, it has been committed to the highest fiduciary standards. With this transaction, we will have the means to expand significantly and at a much faster rate.”
Thomas J. Hayes, Chief Operating Officer of National Patent, added, “We are looking forward to a long-term partnership with the clients, management and employees of Wright. We believe the Wright platform will provide us the opportunity to grow into a significantly larger, world-class asset management franchise over time.”
National Patent Development Corporation is a Delaware corporation headquartered in Mount Kisco, New York and is currently a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. Until such time as the liquid assets of National Patent are so deployed into operating businesses, National Patent intends to continue to invest such assets in high-grade, short-term investments (such as cash equivalents) consistent with the preservation of principal and maintenance of liquidity. Mr. Eisen has more than 30 years of experience in the investment industry. He is consulted frequently for his views by national media and is a regular guest on CNN and CNBC. Through Bedford Oak Advisors, LLC, Mr. Eisen, Chairman, and Mr. Hayes, Managing Director, manage private investment funds that own approximately 30% of National Patent’s outstanding common stock.
The Winthrop Corporation, through its wholly-owned subsidiary Wright Investors’ Service, Inc., is an investment management and financial advisory firm that is known for its disciplined and quality focus. For more than 50 years, Wright has used well-defined and sophisticated investment strategies to help institutions, plan sponsors, bank trust departments, trust companies and individual investors achieve their financial objectives through a sensible approach to managing assets that balances risk and return. At the center of Wright’s investment process is the Wright Investment Committee. The Committee consists of a select group of senior investment professionals who are supported by an experienced staff. Founded as a research organization in 1960, Wright develops and publishes investment research reports on over 35,000 companies worldwide along with its established investment commentaries on the economy and investment markets.
Forward-Look Statements
This press release contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding National Patent’s ability to consummate the acquisition of The Winthrop Corporation and its subsidiaries and the expected benefits of such transaction; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Forward-looking information may be identified by such forward-looking terminology as “anticipate,” “believe,” “May,” “will,” and similar terms or variations of such terms. These forward-looking statements, including those relating to consummation of the acquisition of The Winthrop Corporation and its subsidiaries and the expected benefits of such transaction, are based on our assumptions, estimates and projections about National Patent and the Winthrop business and involve significant risks and uncertainties, including: the risk that the closing conditions to consummation of the transaction will not be satisfied or waived and that the transaction will not occur; the risk that anticipated benefits from the transaction may not be realized or may take longer to realize than expected; the risk that estimated or anticipated costs, charges and liabilities to be incurred in connection with effecting the transaction may differ from or be greater than anticipated; and the effect of any regulatory approvals or conditions. Additional information on these and other risks, uncertainties and factors is included in National Patent’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed by National Patent with the SEC. If these or other significant risks and uncertainties occur, or if our estimates or underlying assumptions prove inaccurate, actual results could differ materially and consummation of the transaction may not occur. You are urged to consider all such risks and uncertainties. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. Neither National Patent nor The Winthrop Corporation assumes any obligation to, and neither plans to, update any such forward-looking statements, other than as required by law.
Contacts
National Patent Development Corporation
Harvey P. Eisen, 914-242-5700
Chairman and Chief Executive Officer
or
Thomas J. Hayes, 914-242-5725
Chief Operating Officer
or
The Winthrop Corporation and Wright Investors’ Service, Inc.
Peter M. Donovan, CFA®, 203-783-4400
Chairman and Chief Executive Officer
http://www.businesswire.com/news/home/20120619005495/en/National-Patent-Development-Corporation-Signs-Merger-Agreement
di4
15 years ago
National Patent Development Corporation Reports First Quarter Operating Results
May 15, 2009 9:59:00 AM
Copyright Business Wire 2009
Email Story Discuss on ZenoBank
View Additional ProfilesNEW YORK--(BUSINESS WIRE)-- National Patent Development Corporation (OTC Bulletin Board: NPDV.OB) today reported a net loss of $(716,000), or $(0.04) per basic and diluted share, for the three months ended March 31, 2009, compared to a net loss of $(1,377,000) or $(0.08) per basic share, for the three months ended March 31, 2008.
The results for the three months ended March 31, 2008 include a charge of $1,096,000 related to the resignation of the former Chairman of the Board of its wholly owned subsidiary, Five Star Products, Inc. ("Five Star") on March 25, 2008. The Company's operating loss excluding the above item was $(395,000) and $(208,000) for the three months ended March 31, 2009 and 2008, respectively.
The increase in adjusted operating loss was primarily attributable to the decline in operating profits of Five Star, National Patent's wholly owned subsidiary, during 2009 due to the overall weakness in the economy and its marketplace. The results were positively affected by tight cost controls at Five Star, and a significant reduction of overhead at the corporate level.
About National Patent Development Corporation
National Patent Development Corporation (OTC Bulletin Board: NPDV.OB), is the owner of Five Star. Five Star is engaged in the wholesale distribution of paint sundry and hardware products in the Northeast and Middle-Atlantic states with particular strength in the greater New York metropolitan area. The Company distributes products to approximately 3,000 independent retail dealers, which include paint stores, independent hardware stores, lumber yards, and do-it yourself centers. The Company distributes a range of private label products sold under the "Five Star" name. Five Star operates two distribution centers, the primary one located in East Hanover, NJ and another in Newington, CT. In addition, National Patent owns certain non-core assets including real estate.
Safe Harbor Statement
This press release contains certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995, including statements relating to, among other things, future business plans, strategies and financial position, working capital and capital expenditure needs, and any statements of belief and any statements of assumptions underlying any of the foregoing.
These forward-looking statements reflect the current view of the management of National Patent Development Corporation with respect to future events and financial performance and are subject to certain risks, uncertainties, assumptions and changes in condition that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of National Patent Development Corporation, including, but not limited to the risks, uncertainties, assumptions and changes in condition detailed National Patents' periodic reports and registration statements filed with the Securities and Exchange Commission.
National Patent Development Corporation does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements or industry information set forth in this press release to reflect new information, future events or otherwise, except as required by law.
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS DATA
(Unaudited)
(in thousands, except per share data)
Three Months Ended
March 31,
2009 2008
Sales $ 25,130 $ 31,469
Cost of sales 21,140 26,293
Gross margin 3,990 5,176
Selling, general and administrative expenses (4,385 ) (5,384 )
Charge related to resignation of Chairman of Five Star (1,096 )
Operating loss (395 ) (1,304 )
Interest expense (330 ) (302 )
Investment and other income, net 13 94
Loss from continuing operations before income taxes (712 ) (1,512 )
Income tax expense (4 ) (14 )
Loss from continuing operations (716 ) (1,526 )
Income from discontinued operations 136
Consolidated net loss (716 ) (1,390 )
Less: Net loss attributable to noncontrolling interest 13
Net loss attributable to National Patent Development $ (716 ) $ (1,377 )
Corporation
Basic and diluted income / (loss) per share
attributable to National Patent Development
Corporation:
Continuing operations $ (0.04 ) $ (0.09 )
Discontinued operations 0.01
Net loss $ (0.04 ) $ (0.08 )
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS DATA
(in thousands)
March 31, December 31,
2009 2008
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 12,612 $ 13,089
Accounts and other receivables, less allowance for 15,278 9,814
doubtful accounts of $383 and $420
Inventories (finished goods) 24,740 23,045
Deferred tax asset 121 132
Prepaid expenses and other current assets 1,315 1,334
Total current assets 54,066 47,414
Property, plant and equipment, net 826 912
Intangible assets, net 567 599
Deferred tax asset 1,541 1,537
Other assets 3,209 3,209
Total assets $ 60,209 $ 53,671
Liabilities and stockholders' equity
Current liabilities
Short term borrowings $ 19,770 $ 18,375
Accounts payable and accrued expenses 13,861 8,236
Total current liabilities 33,631 26,611
Liability related to interest rate swap 1,104 1,111
Stockholders' equity
Common stock 181 181
Additional paid-in capital 28,879 28,642
Deficit (1,565 ) (849 )
Treasury stock, at cost (1,358 ) (1,358 )
Accumulated other comprehensive loss (663 ) (667 )
Total stockholders' equity 25,474 25,949
Total liabilities and stockholders' equity $ 60,209 $ 53,671
Source: National Patent Development Corporation
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National Patent Development Corporation
John Belknap
973-428-4600 (x167)
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