WisdomTree, Inc. (WT)
SIC breadcrumb: Finance, Insurance, And Real Estate > Security And Commodity Brokers, Dealers, Exchanges, And Services > SIC 6211 Security Brokers, Dealers & Flotation Companies
SEC company page: https://www.sec.gov/edgar/browse/?CIK=880631. Latest filing source: 0001214659-26-002458.
Informational only - descriptive public-record data, not investment advice.
Business
Read WT's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read WT's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 493,753,000 | USD | 2025 | 2026-02-25 |
| Net income | 109,133,000 | USD | 2025 | 2026-02-25 |
| Assets | 1,512,941,000 | USD | 2025 | 2026-02-25 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000880631.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 183,762,000 | 298,942,000 | 218,920,000 | 228,295,000 | 274,116,000 | 304,318,000 | 301,345,000 | 349,035,000 | 427,737,000 | 493,753,000 | ||
| Net income | 26,155,000 | 27,199,000 | 36,633,000 | -10,425,000 | -35,655,000 | 49,797,000 | 50,684,000 | 102,546,000 | 66,693,000 | 109,133,000 | ||
| Operating income | 63,450,000 | 49,088,000 | 61,279,000 | 53,534,000 | 55,082,000 | 89,058,000 | 60,085,000 | 87,492,000 | 137,293,000 | 174,195,000 | ||
| Diluted EPS | 0.19 | 0.20 | 0.23 | -0.08 | -0.25 | 0.31 | 0.31 | 0.64 | 0.33 | 0.75 | ||
| Operating cash flow | 54,911,000 | 48,508,000 | 37,468,000 | 57,488,000 | 47,136,000 | 75,318,000 | 55,087,000 | 85,600,000 | 113,461,000 | 147,946,000 | ||
| Capital expenditures | 1,070,000 | 295,000 | 71,000 | 47,000 | 472,000 | 293,000 | 220,000 | 113,000 | 141,000 | 215,000 | ||
| Dividends paid | 43,660,000 | 43,777,000 | 19,236,000 | 20,385,000 | 20,113,000 | 19,459,000 | 19,362,000 | 20,144,000 | 19,002,000 | 17,308,000 | ||
| Share buybacks | 39,379,000 | 7,891,000 | 2,885,000 | 2,341,000 | 31,197,000 | 34,506,000 | 3,418,000 | 3,570,000 | 62,870,000 | 102,732,000 | ||
| Assets | 249,767,000 | 254,985,000 | 937,518,000 | 935,207,000 | 896,692,000 | 1,037,860,000 | 1,033,819,000 | 944,137,000 | 1,033,540,000 | 1,512,941,000 | ||
| Liabilities | 48,423,000 | 62,034,000 | 446,614,000 | 465,226,000 | 497,858,000 | 635,867,000 | 595,639,000 | 402,432,000 | 633,560,000 | 1,099,269,000 | ||
| Stockholders' equity | 201,344,000 | 192,951,000 | 358,335,000 | 337,412,000 | 266,265,000 | 269,424,000 | 305,611,000 | 409,136,000 | 399,980,000 | 413,672,000 | ||
| Free cash flow | 53,841,000 | 48,213,000 | 37,397,000 | 57,441,000 | 46,664,000 | 75,025,000 | 54,867,000 | 85,487,000 | 113,320,000 | 147,731,000 |
Ratios
| Metric | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 11.95% | 11.91% | 13.36% | 16.36% | 16.82% | 29.38% | 15.59% | 22.10% | ||||
| Operating margin | 28.98% | 21.50% | 22.36% | 29.26% | 19.94% | 25.07% | 32.10% | 35.28% | ||||
| Return on equity | 12.99% | 14.10% | 10.22% | -3.09% | -13.39% | 18.48% | 16.58% | 25.06% | 16.67% | 26.38% | ||
| Return on assets | 10.47% | 10.67% | 3.91% | -1.11% | -3.98% | 4.80% | 4.90% | 10.86% | 6.45% | 7.21% | ||
| Liabilities / equity | 0.24 | 0.32 | 1.25 | 1.38 | 1.87 | 2.36 | 1.95 | 0.98 | 1.58 | 2.66 | ||
| Current ratio | 4.07 | 2.69 | 1.88 | 1.56 | 1.92 | 3.63 | 1.98 | 2.23 | 2.92 | 1.75 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Bridges
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001214659-26-002458; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001214659-26-002458; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001214659-26-002458; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: PaymentsOfDividends. Source concepts: us-gaap:PaymentsOfDividends.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001214659-26-002458; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000880631.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2019-Q2 | 2019-06-30 | 66,293,000 | reported discrete quarter | ||
| 2022-Q2 | 2022-06-30 | 0.05 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 0.50 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 0.10 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 54,252,000 | 0.32 | reported discrete quarter | |
| 2023-Q3 | 2023-09-30 | 90,423,000 | 12,984,000 | 0.07 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 90,844,000 | 19,077,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 96,838,000 | 22,111,000 | 0.13 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 107,034,000 | 21,759,000 | 0.13 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 113,168,000 | -4,485,000 | -0.13 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 110,697,000 | 27,308,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 108,082,000 | 24,629,000 | 0.17 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 112,621,000 | 24,777,000 | 0.17 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 125,616,000 | 19,701,000 | 0.13 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 147,434,000 | 40,026,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 159,470,000 | -23,131,000 | -0.17 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001214659-26-005680; filed 2026-05-06. Concept: Revenues. Source concepts: us-gaap:Revenues.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001214659-26-005680; filed 2026-05-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001214659-26-005680; filed 2026-05-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0001214659-26-005680.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the
related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated
financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.
Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or
contribute to these differences include those discussed below. For a more complete description of the risks noted above and other
risks that could cause our actual results to materially differ from our current expectations, please see Item 1A “Risk
Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We assume no obligation to update or
revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required
by law.
Executive Summary
We are a global financial innovator, offering
a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products. Our offerings empower investors
to shape their financial future and equip financial professionals to grow their businesses. Leveraging the latest financial infrastructure,
we create products that emphasize access and transparency and provide an enhanced user experience.
Building on our heritage of innovation, we continue to broaden our capabilities
beyond our core ETP business. We offer next-generation digital products and services related to tokenized real world assets and stablecoins,
including digital funds, as well as our institutional platform, WisdomTree Connect, and blockchain-native digital wallet, WisdomTree Prime.
We also have expanded into private assets through our acquisition of Ceres Partners, LLC (“Ceres”), a leading U.S.-based alternative
asset manager specializing in farmland investments.
As of March 31, 2026, we managed approximately $152.6 billion in AUM.
Our products span a broad range of strategies including equities, commodities, fixed income, leveraged-and-inverse, cryptocurrency, currency,
alternatives, and private assets. We have launched many first-to-market products and pioneered a unique alternative-weighting approach
called “Modern Alpha” that combines the outperformance potential of active management with the cost-effective benefits of
passive management.
Our products are distributed across all major
asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private
wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors
conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions.
These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology
challenges and scale their businesses.
As pioneers in tokenization and blockchain technology, we view this as the
next phase in the evolution of financial services. Through our digital assets strategy, we are committed to “responsible DeFi,”
aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital assets and
blockchain-enabled financial services not only complements our core competencies but will diversify our revenue streams and further contribute
to our growth.
We were incorporated under the laws of the state
of Delaware on September 19, 1985 as Financial Data Systems, Inc. and were ultimately renamed WisdomTree, Inc. on November 7, 2022.
Acquisition of Atlantic House
On March 13, 2026, we and WisdomTree International Holdings Ltd (the “Buyer”), our wholly-owned subsidiary, entered into a Sale and Purchase Agreement (the “AH Purchase Agreement”) with Atlantic House Holdings Limited, a private limited company incorporated in England and Wales (“Atlantic House”), the shareholders of Atlantic House (the “Sellers”), the EBT Trustee and the Individual Guarantor (each as defined in the AH Purchase Agreement) pursuant to which we agreed to acquire from the Sellers all of the issued and outstanding share capital of Atlantic House (the “AH Acquisition”), subject to the terms and conditions set forth therein.
Atlantic House is a London-based active manager specializing in defined outcome and derivatives-driven investment strategies, with approximately £2.9 billion (approximately $3.9 billion) in assets under management, plus additional revenues from £1.5 billion (approximately $2.0 billion) in assets under advisement across managed models, as well as structuring fees from bespoke investment solutions.
On May 1, 2026, the Buyer completed the AH Acquisition for £150.0 million (approximately $200.0 million) in cash subject to customary post-closing adjustments to cash, indebtedness and working capital.
| Column 1 | Column 2 |
|---|---|
| 33 |
Table of Contents
Assets Under Management
WisdomTree ETPs
We offer ETPs covering equity, commodities and
currency, fixed income, leveraged-and-inverse, alternatives and cryptocurrency. The chart below sets forth the asset mix of our ETPs at
March 31, 2026, December 31, 2025 and March 31, 2025:
Market Environment
The first quarter of 2026 was characterized
by elevated global volatility and geopolitical tensions, particularly the escalation of conflict in the Middle East. Although the U.S.
and global economies showed resilience, global equity markets declined modestly, reflecting weakness in certain U.S. technology stocks
and a shift in investor sentiment as the quarter progressed. Higher oil prices drove commodities to outperform and contributed to renewed
inflation concerns, leading to a repricing of interest rate expectations. Government bonds experienced a sell-off as yields rose in response
to these inflationary pressures.
During the quarter, the MSCI EAFE Index (local
currency), MSCI Japan Index (local currency) and gold prices increased by 0.3%, 3.0% and 5.5%, respectively, while the S&P 500, MSCI
EMU Index (local currency) and MSCI Emerging Markets Index (U.S. dollar) decreased by 4.3%, 2.4% and 0.1%, respectively. The U.S. dollar
weakened 2.4%, 2.0% and 2.2% versus the euro, British pound and Japanese yen, respectively, during the quarter.
| Column 1 | Column 2 |
|---|---|
| 34 |
Table of Contents
U.S. Listed ETF Industry Flows
U.S. listed ETF industry net flows were $405.2
billion for the three months ended March 31, 2026. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
European Listed ETP Industry Flows
European listed ETP industry net flows were
$93.6 billion for the three months ended March 31, 2026. Equity and fixed income gathered the majority of those flows.
Source: Morningstar
| Column 1 | Column 2 |
|---|---|
| 35 |
Table of Contents
Our Operating and Financial Results
We operate as an ETP sponsor and asset manager,
providing investment advisory services globally through our subsidiaries in the U.S. and Europe.
U.S. Listed ETFs
The AUM of our U.S. listed exchange traded funds,
or U.S. listed ETFs, increased from $88.5 billion at December 31, 2025 to $90.9 billion at March 31, 2026 due to net inflows, partly offset
by market depreciation.
European Listed ETPs
The AUM of our European listed (including internationally
cross-listed) ETPs, or European listed ETPs, increased from $53.3 billion at December 31, 2025 to $58.8 billion at March 31, 2026 due
to net inflows and market appreciation.
| Column 1 | Column 2 |
|---|---|
| 36 |
Table of Contents
Digital Assets
The AUM of our digital assets products increased from $0.8 billion at December
31, 2025 to $0.9 billion at March 31, 2026 due to net inflows. Substantially all Q1 2026 inflows were into the WisdomTree Treasury Money
Market Digital Fund.
Private Assets
Through our acquisition of Ceres on October
1, 2025 (the “Ceres Acquisition”), we acquired $1.8 billion of private assets AUM primarily held within an open-ended investment
fund, Ceres Farms, LLC (“Ceres Farms”). This AUM increased by approximately $0.1 billion to $2.0 billion at March 31, 2026,
due to $75.0 million of inflows and market appreciation.
Consolidated Operating Results
The following table sets forth our revenues
and net (loss)/income for the most recent five quarters.
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Revenues – Total revenues increased 47.5% from the three months ended March 31, 2025 to $159.5 million in the comparable period in 2026, driven by higher average AUM, a higher average advisory fee, revenues arising from the Ceres Acquisition and increased other revenues from our European listed ETPs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Expenses – Total operating expenses increased 35.4% from the three months ended March 31, 2025 to $100.1 million in the comparable period in 2026 primarily due to higher incentive compensation and headcount, as well as increases in fund management and administration expenses, acquisition-related costs, third-party distribution fees and amortization of intangible assets. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, loss on extinguishment of convertible notes, impairments and other losses. Further information is provided herein. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Net (loss)/income – We reported net (loss)/income of ($23.1) million and $24.6 million during the three months ended March 31, 2026 and 2025, respectively. |
| Column 1 | Column 2 |
|---|---|
| 37 |
Table of Contents
Guidance Update for the Year Ending December 31, 2026
Compensation to Revenue Ratio
Our compensation to revenue ratio for the year ending December 31, 2026
is currently estimated to range from 26% to 28% (unchanged from our guidance provided last quarter) and takes into consideration the AH
Acquisition, planned hires as well as year-end compensation adjustments and the annualization of hires made during 2025. The range also
considers variability in incentive compensation with drivers including the magnitude of our flows, revenues and operating income growth,
margin expansion and our stock price performance in relation to our peers. A range is provided in consideration of uncertain market conditions.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy and equipment,
depreciation and amortization and other expenses. During the three months ended March 31, 2026, our discretionary spending was $18.6 million.
We currently estimate our discretionary spending for the year ending December 31, 2026 to range from $83.0 million to $89.0 million (previously
$80.0 to $86.0 million) taking into consideration the AH Acquisition.
Not included in the guidance above is intangible
amortization arising from the Ceres Acquisition of approximately $5.7 million, of which $1.4 million was recognized during the three months
ended March 31, 2026.
Gross Margin
We define gross margin as total operating revenues less fund management
and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. Our gross margin
was 84.4% during the three months ended March 31, 2026. For the year ending December 31, 2026, we currently estimate that our gross margin
percentage will be 83.0% to 84.0% (previously 82.0% to 83.0%) an increase of one percentage point reflecting current AUM levels
[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of
our financial condition and results of operations should be read together with our consolidated financial statements and the related notes
and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the
following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include
those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to
materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless
required by law.
Introduction
We are a global financial innovator, offering a diverse suite of ETPs,
models and solutions, private market investments and digital asset-related products. Our offerings empower investors to shape their financial
future and equip financial professionals to grow their businesses. Leveraging the latest financial infrastructure, we create products
that emphasize access and transparency and provide an enhanced user experience.
Building on our heritage of innovation, we continue to broaden our capabilities
beyond our core ETP business. We offer next-generation digital products and services related to tokenized real world assets and stablecoins,
including Digital Funds, as well as our institutional platform, WisdomTree Connect, and blockchain-native digital wallet, WisdomTree Prime.
We also have expanded into private assets through our acquisition of Ceres, a leading U.S.-based alternative asset manager specializing
in farmland investments.
As of December 31, 2025, we managed approximately
$144.5 billion in AUM. Our products span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse,
currency, alternatives and cryptocurrency exposures. We have launched many first-to-market products and pioneered a unique alternative-weighting
approach called “Modern Alpha” that combines the outperformance potential of active management with the cost effective benefits
of passive management.
Our products are distributed across all major
asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private
wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors
conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions.
These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology
challenges and scale their businesses.
As pioneers in tokenization and blockchain technology, we view this as
the next phase in the evolution in financial services. Through our digital assets strategy, we are committed to “responsible DeFi,”
aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital assets and
blockchain-enabled financial services not only complements our core competencies, but will diversify our revenue streams and further contribute
to our growth.
Executive Summary
Our business delivered strong progress in 2025 as we advanced our long-term
strategic initiatives and further strengthened the foundation for durable growth. We ended the year with AUM of $144.5 billion at December
31, 2025, up 31.6% as compared to the prior year, driven by favorable market conditions and net inflows of $8.5 billion, representing
annualized organic growth of approximately 8%. Revenues and operating income increased 15.4% and 26.9%, respectively, year over year,
driving approximately 300 basis points of operating margin expansion, supported by higher average AUM, improved revenue capture and continued
operating discipline. These results underscore the resilience of our business model and the benefits of our strategy to diversify revenue
streams and enhance earnings quality.
A significant strategic milestone in 2025 was the Ceres Acquisition, which
marked our entry into private assets and added exposure to U.S. farmland, which we believe to be one of the largest and most underpenetrated
real asset classes. At December 31, 2025, we managed $1.9 billion in farmland-based strategies, an asset class with low correlation to
traditional financial markets that enhances the diversification of our overall platform. This acquisition also increased our revenue capture
and resulted in operating margin expansion of more than 200 basis points.
Our Portfolio Solutions business continued to gain traction. Assets under
advisement in our models offering reached $6.1 billion, an increase of approximately 60% from the prior year, supported by deeper engagement
across major wealth platforms and registered investment advisers. The program provides advisors with customized evaluations, a suite of
model portfolios and Shared CIO services designed to support scalable, repeatable investment processes. In addition, our strategic minority
investment in, and multi-year collaboration with, Quorus enables certain of our investment strategies to be implemented in SMAs via the
Quorus platform, and our model portfolios to be made available there, with integrated trading and rebalancing, providing advisors with
additional customization options and implementation flexibility, and expanding our reach within the wealth management ecosystem. Together,
these initiatives contribute to more consistent and higher-quality revenue streams.
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We also achieved notable growth in digital assets. Digital assets AUM increased
to $0.8 billion as of December 31, 2025, driven primarily by the expansion of our tokenized money market offering, the WisdomTree Treasury
Money Market Digital Fund. Early adoption of this product highlights the broader potential for tokenization across real world assets,
including future applications in fixed income and equities. Institutional clients access our Digital Funds through WisdomTree Connect,
while WisdomTree Prime provides direct-to-consumer access to digital assets, such as bitcoin, ether, tokenized gold, U.S. dollar tokens
and 15 Digital Funds. Our continued focus on “responsible DeFi” ensures these offerings remain aligned with regulatory standards
while positioning us at the forefront of blockchain-enabled financial innovation.
Our initiatives across ETPs, private assets,
digital assets, models and SMAs are integral to our long-term growth strategy and are intended to drive sustained AUM growth, revenue
diversification, improved revenue capture and stronger operating margins. We believe this strategic alignment positions us to continue
delivering stockholder value and driving future performance.
Additional 2025 business highlights include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We launched 25 new European listed ETPs and 12 new U.S. listed ETFs spanning all our major product categories. This includes the launch of the WisdomTree Europe Defence UCITS ETF which accumulated $3.9 billion of AUM by December 31, 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We achieved strong product performance, with over 74% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 15-year timeframe and over 68% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 5-year timeframe. In addition, approximately 40% were rated 4- or 5-star by Morningstar. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We completed a private offering of $475.0 million in aggregate principal amount of convertible senior notes due 2030, bearing interest at a rate of 4.625% and issued with a conversion price of $19.15 per share to facilitate the Ceres Acquisition. Concurrent with the issuance, we repurchased approximately 6.8 million shares of our common stock and extinguished $24.0 million aggregate principal amount of our 5.75% convertible senior notes due 2028 (the “2028 Notes”) (conversion price of $9.54 per share). We subsequently extinguished the remaining $1.8 million principal amount of these 2028 Notes in November 2025. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We appointed The Bank of New York Mellon Corporation to serve as our core banking-as-a-service (BaaS) infrastructure provider for WisdomTree Prime. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We made a strategic minority investment in, and entered into a multi-year collaboration with, Quorus, enabling certain of our investment strategies to be implemented in customizable, tax-efficient SMA formats, and our model portfolios to be made available with integrated, tax-aware trading and rebalancing capabilities, strengthening our presence in the growing custom portfolio solutions market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We expanded our global footprint through a strategic collaboration with Korea Investment Management Co. Ltd. (KIM) based on the licensing of WisdomTree indexes in connection with the launch of a suite of innovative ETFs by KIM marketed under the KIM ACE label for the Korean market. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We made a $2.5 million strategic minority investment in AlphaBeta ETF Ltd to accelerate AI-driven ETF innovation by collaborating on the launch of AI-driven strategies in an ETF format. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | In the U.S., we were named a “2025 Best Places to Work in Money Management” by Pensions & Investments for the sixth consecutive year and ranked first within the category for managers with 100-499 employees. In the U.K., we were named “Best Workplace” for medium-sized companies for the sixth consecutive year and a “2025 Best Workplace for Women” by Great Place to Work. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | We received numerous industry awards and recognitions, including being named #58 on Fortune’s list of America’s Most Innovative Companies, receiving multiple honors at the 2025 ETF Express European ETF Awards, and earning top distinctions for our digital asset and fintech solutions from leading industry organizations. |
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Market Environment
The following chart reflects the annual returns
of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
U.S. Listed ETF Industry Flows
U.S. listed ETF net flows for the year ended
December 31, 2025 were $1,419.5 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
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European Listed ETP Industry Flows
European listed ETP net flows were $246.6 billion
for the year ended December 31, 2025. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions in the asset management industry
have either been announced or completed. These trends have accelerated as fee compression, cost pressures and increased regulations have
weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s market. We have significant
opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets and blockchain-enabled financial
services, which positions us well for success to grow in this competitive landscape.
Components of Operating Revenue
Advisory fees
A significant portion of our revenues is comprised
of advisory fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net
assets. As of the date of this Report, our weighted average fee rates by product category are as follows:
| Commodity & Currency: | 34bps | Leveraged & Inverse: | 81bps |
|---|---|---|---|
| International Developed Market Equity: | 47bps | Fixed Income: | 17bps |
| U.S. Equity: | 29bps | Alternatives: | 39bps |
| Emerging Market Equity: | 60bps | Cryptocurrency: | 28bps |
We determine the appropriate advisory fee to
charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service
providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary
waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing
certain fund expenses.
Our advisory fee revenues may fluctuate based
on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar,
increased competition and level of inflows or outflows from our ETPs.
Management fees
Management fees are earned in exchange for Ceres providing investment advisory and other management services to Ceres
Farms. Management fees are generally 1% of each member’s capital account balance as of the last day of each calendar quarter, if
that balance exceeds $1 million (otherwise 2%). Management fees are subject to adjustment for any contractual waivers as well as contributions
and redemptions arising in any particular quarter.
Performance fees
Performance fees represent variable consideration
and are earned based on a specified percentage of Ceres Farms’ net profits, generally equal to 20%, subject to contractual fee waivers,
high-water marks and loss recovery requirements. Performance fees are earned only after members have recovered prior losses and applicable
thresholds have been met. Performance fee revenues are recognized when it is probable that a significant reversal of cumulative revenues
recognized will not occur, which generally occurs upon the determination of fund profits that are no longer subject to clawback or reversal
under the governing agreements.
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Other revenues
Other revenues include rebates from swap providers
to our European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and
index data to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of
costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses
are expensed when incurred and include salaries, incentive compensation, and related benefit costs. To attract and retain qualified personnel,
we must maintain competitive employee compensation and benefit plans and amounts we pay may be affected by inflation. Virtually all of
our employees receive incentive compensation which is variable and will fluctuate taking into consideration our operating and financial
results, as well as individual performance and discretion.
Also included in compensation and benefits are
costs related to equity awards granted to our employees. Our executive management and Board of Directors strongly believe that equity
awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in
the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation
expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated
fair value of the award and is recognized as an expense over the vesting period.
Fund management and administration
Fund management and administration expenses
are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs and Digital
Funds:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | portfolio management of our ETPs (sub-advisory); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | fund accounting and administration; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | custodial and storage services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | market making; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | transfer agency; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | accounting and tax services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | printing and mailing of shareholder materials; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | index calculation; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | indicative values; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | distribution fees; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | legal and compliance services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | exchange listing fees; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | trustee fees and expenses; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | preparation of regulatory reports and filings; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | insurance; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | certain local income taxes; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | other administrative services. |
We are not responsible for extraordinary expenses,
taxes and certain other expenses related to the funds.
We depend on a number of parties to provide
critical administrative, custody and portfolio management services to our ETPs. The fees we pay our sub-advisers generally are the higher
of the fixed minimums per fund, which range from $0 to $158 per year, or the percentage fee, which ranges between 0.01% and 0.20% per
annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based on
transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer
agency, index calculation, indicative values and exchange listing are based on the number of products we have. The remaining fees are
based on a combination of both AUM and number of funds, or as incurred.
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Marketing and advertising
Marketing and advertising expenses are recorded
when incurred and include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | marketing campaigns to attract WisdomTree Connect and WisdomTree Prime users; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | development and maintenance of our website; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | creation and preparation of marketing materials. |
Our discretionary advertising comprises the
largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may
or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs,
they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are
recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | travel and entertainment or conference related expenses for our sales force; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | market data services for our research team; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | sales related software tools; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | voluntary payment of certain costs associated with the creation or redemption of ETP shares, as we may elect from time to time; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | legal and other advisory fees associated with the development of new funds or business initiatives. |
Contractual gold payments
Contractual gold payments expense represented an obligation requiring us
to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically-backed gold ETPs. Our obligation to
continue making these payments was terminated on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees are expensed when incurred
and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources
or other consultants. Professional fees also include expenses we pay third-party service providers related to WisdomTree Prime and expenses
incurred in response to an activist campaign. These expenses fluctuate based on our needs or requirements at the time. Certain of these
costs are at our discretion and can fluctuate year to year.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results
from amortization of internally-developed software as well as depreciation on fixed assets, which are depreciated/amortized over three
to five years.
Third-party distribution fees
Third-party distribution fees, which are expensed
as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free
trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Acquisition-related costs
We account for business combinations in accordance
with ASC Topic 805, Business Combinations (“ASC 805”), with acquisitions recorded using the acquisition method. Transaction
costs associated with acquisitions are expensed as incurred.
Other
Other expenses consist primarily of insurance premiums, general office
related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment
and Board of Director fees, including stock-based compensation related to equity awards granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective
interest method which includes the amortization of discounts, premiums and issuance costs.
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Revaluation/termination of deferred consideration–gold
payments
Deferred consideration arose in connection with our acquisition of the
European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, and was remeasured each reporting
period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. This obligation
was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income, which is recognized on an accrual
basis, arises from investing our corporate cash into interest-bearing financial instruments.
Other gains/(losses), net
Included herein are gains and losses arising
from our financial instruments owned and investments, the sale of gold earned from advisory fees paid by physically-backed gold ETPs,
foreign exchange and other miscellaneous items. Also included are losses arising from the release of tax-related indemnification assets
upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due
to federal, various state and local and certain foreign authorities.
Expense Guidance for the Year Ending December 31, 2026
Compensation to Revenue Ratio
Our compensation to revenue ratio for the year
ending December 31, 2026 is currently estimated to range from 26% to 28% and takes into consideration planned hires as well as year-end
compensation adjustments and the annualization of hires made during 2025. The range also considers variability in incentive compensation
with drivers including the magnitude of our flows, revenue and operating income growth, margin expansion and our stock price performance
in relation to our peers.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy
and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary spending for the year ending
December 31, 2026 to range from $80.0 million to $86.0 million.
Not included in the guidance above is intangible
asset amortization arising from the Ceres Acquisition of approximately $5.7 million.
Gross Margin
We define gross margin as total operating revenues
less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues.
For the year ending December 31, 2026, we currently estimate that our gross margin percentage will be 82.0% to 83.0% taking into consideration
current AUM, revenue levels and anticipated fund launches. If AUM increases, we would anticipate further gross margin expansion.
Third-Party Distribution Expense
We currently estimate third-party distribution
expense to be approximately $17.0 million to $19.0 million for the year ending December 31, 2026, which is dependent upon the AUM growth
on our respective platforms.
Interest Expense
We currently estimate our interest expense for the year ending December
31, 2026 to be approximately $40.0 million, taking into consideration the retirement of our 3.25% Convertible Senior Notes due 2026 (the
“2026 Notes”).
Not included in the guidance above is approximately
$0.9 million of interest cost we are required to impute under U.S. GAAP related to our interest-free financing of the shares of Series
C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) we repurchased from Gold Bullion Holdings (Jersey)
Limited (“GBH”), a subsidiary of the World Gold Council, in November 2023.
Interest Income
We currently estimate our interest income for
the year ending December 31, 2026 to be approximately $8.0 million, based upon the magnitude of our forecasted interest earning assets
and interest rates. It is anticipated our interest earning assets will decline in the second half of the year following the retirement
of our 2026 Notes.
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Income Tax Expense
We currently estimate that our consolidated normalized effective tax rate
will be approximately 24.0% for the year ending December 31, 2026, taking into consideration the current distribution of profits among
our U.S. and European businesses.
This estimated rate may change and is dependent
upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted.
Such items may include, but are not limited to, increases or decreases in valuation allowances and any stock-based compensation windfalls
or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
Weighted Average Diluted Shares
We currently estimate our weighted average diluted shares to be between
152.0 million and 157.0 million during the year ending December 31, 2026. This guidance contemplates incremental shares associated with
our Convertible Notes assuming a stock price approximating recent levels. While our Convertible Notes require principal to be paid in
cash, our diluted shares would need to be increased for any incremental shares associated with an exercise of the conversion option if
our stock price exceeds the applicable conversion price of our Convertible Notes of $11.04 per share for the 2026 Notes, $11.82 per share
for the 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”) and $19.15 per share for the 4.625% Convertible Senior
Notes due 2030 (the “2030 Notes”).
Factors that May Impact our Future Financial Results
Our AUM is well diversified across products covering equity, commodities,
fixed income, leveraged-and-inverse, cryptocurrency, currency, alternatives and private assets. As a result, our operating results are
particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these
products, as well as the performance of these products.
Our revenues are also highly correlated to the level and relative mix of
our AUM, as well as the fee rate associated with our products. Changes in product mix have led to a decline in our average advisory fee,
which for the years ended December 31, 2023, 2024 and 2025 were 0.36%, 0.36% and 0.35%, respectively.
The chart below sets forth the asset mix of
our products at December 31, 2023, 2024 and 2025:
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Key Operating Statistics
The following table presents key operating statistics
that serve as indicators for the performance of our business:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| GLOBAL PRODUCTS ($ in millions) | ||||||||||||
| Beginning of period assets | $ | 109,779 | $ | 100,124 | $ | 81,993 | ||||||
| Add: Digital assets—Jan. 1, 2025 | 32 | — | — | |||||||||
| Add: Assets acquired—Ceres Acquisition | 1,812 | — | — | |||||||||
| Inflows/(outflows) | 8,538 | (348 | ) | 10,397 | ||||||||
| Market appreciation | 24,363 | 10,003 | 7,734 | |||||||||
| End of period assets | $ | 144,524 | $ | 109,779 | $ | 100,124 | ||||||
| Average assets during the period | $ | 126,313 | $ | 108,415 | $ | 92,868 | ||||||
| Average ETP advisory fee during the period | 0.35 | % | 0.36 | % | 0.36 | % | ||||||
| Total revenue yield | 0.39 | % | 0.39 | % | 0.38 | % | ||||||
| Number of products-end of period | 406 | 353 | 337 | |||||||||
| ETPs AND TOKENIZED PRODUCTS | ||||||||||||
| U.S. LISTED ETFs ($ in millions) | ||||||||||||
| Beginning of period assets | $ | 79,095 | $ | 72,486 | $ | 55,973 | ||||||
| Inflows | 1,404 | 1,399 | 10,795 | |||||||||
| Market appreciation | 8,022 | 5,210 | 5,718 | |||||||||
| End of period assets | $ | 88,521 | $ | 79,095 | $ | 72,486 | ||||||
| Average assets during the period | $ | 84,483 | $ | 78,588 | $ | 64,988 | ||||||
| Number of ETFs—end of the period | 86 | 78 | 76 | |||||||||
| EUROPEAN LISTED ETPs ($ in millions) | ||||||||||||
| Beginning of period assets | $ | 30,684 | $ | 27,638 | $ | 26,020 | ||||||
| Inflows/(outflows) | 6,361 | (1,747 | ) | (398 | ) | |||||||
| Market appreciation | 16,300 | 4,793 | 2,016 | |||||||||
| End of period assets | $ | 53,345 | $ | 30,684 | $ | 27,638 | ||||||
| Average assets during the period | $ | 40,952 | $ | 29,827 | $ | 27,880 | ||||||
| Number of ETPs—end of the period | 300 | 275 | 261 | |||||||||
| DIGITAL ASSETS ($ in millions) | ||||||||||||
| Beginning of period assets | $ | — | $ | — | $ | — | ||||||
| Add: Digital Assets—Jan. 1, 2025 | 32 | — | — | |||||||||
| Inflows | 736 | — | — | |||||||||
| Market appreciation | 1 | — | — | |||||||||
| End of period assets | $ | 769 | $ | — | $ | — | ||||||
| Average assets during the period | $ | 424 | $ | — | $ | — | ||||||
| Number of products—end of the period | 19 | (1) | — | — | ||||||||
| PRIVATE ASSETS ($ in millions) | ||||||||||||
| Beginning of period assets | $ | — | $ | — | $ | — | ||||||
| Add: Assets acquired—Ceres Acquisition | 1,812 | — | — | |||||||||
| Inflows | 37 | — | — | |||||||||
| Market appreciation | 40 | — | — | |||||||||
| End of period assets | $ | 1,889 | $ | — | $ | — | ||||||
| Average assets during the period | $ | 1,815 | $ | — | $ | — | ||||||
| Number of products—end of the period | 1 | — | — | |||||||||
| ETPs AND TOKENIZED PRODUCT CATEGORIES ($ in millions) | ||||||||||||
| U.S. Equity | ||||||||||||
| Beginning of period assets | $ | 35,414 | $ | 29,156 | $ | 24,112 | ||||||
| Add: Digital Assets—Jan. 1, 2025 | 9 | — | — | |||||||||
| Inflows | 2,469 | 2,185 | 1,616 | |||||||||
| Market appreciation | 3,536 | 4,073 | 3,428 | |||||||||
| End of period assets | $ | 41,428 | $ | 35,414 | $ | 29,156 | ||||||
| Average assets during the period | $ | 38,386 | $ | 32,594 | $ | 25,722 |
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| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Commodity & Currency | ||||||||||||
| Beginning of period assets | $ | 21,906 | $ | 21,336 | $ | 22,097 | ||||||
| Add: Digital Assets—Jan. 1, 2025 | $ | 1 | $ | — | $ | — | ||||||
| Inflows/(outflows) | 1,004 | (3,141 | ) | (1,774 | ) | |||||||
| Market appreciation | 14,069 | 3,711 | 1,013 | |||||||||
| End of period assets | $ | 36,980 | $ | 21,906 | $ | 21,336 | ||||||
| Average assets during the period | $ | 27,967 | $ | 22,070 | $ | 22,843 | ||||||
| International Developed Market Equity | ||||||||||||
| Beginning of period assets | $ | 17,602 | $ | 15,103 | $ | 10,195 | ||||||
| Inflows | 3,746 | 1,522 | 2,852 | |||||||||
| Market appreciation | 4,268 | 977 | 2,056 | |||||||||
| End of period assets | $ | 25,616 | $ | 17,602 | $ | 15,103 | ||||||
| Average assets during the period | $ | 21,260 | $ | 17,963 | $ | 12,824 | ||||||
| Fixed Income | ||||||||||||
| Beginning of period assets | $ | 20,043 | $ | 21,197 | $ | 15,273 | ||||||
| Add: Digital Assets—Jan. 1, 2025 | 21 | — | — | |||||||||
| Inflows/(outflows) | 828 | (1,062 | ) | 5,939 | ||||||||
| Market appreciation/(depreciation) | 182 | (92 | ) | (15 | ) | |||||||
| End of period assets | $ | 21,074 | $ | 20,043 | $ | 21,197 | ||||||
| Average assets during the period | $ | 22,135 | $ | 20,973 | $ | 19,804 | ||||||
| Emerging Market Equity | ||||||||||||
| Beginning of period assets | $ | 10,468 | $ | 10,726 | $ | 8,116 | ||||||
| (Outflows)/inflows | (1,175 | ) | (654 | ) | 1,678 | |||||||
| Market appreciation | 1,350 | 396 | 932 | |||||||||
| End of period assets | $ | 10,643 | $ | 10,468 | $ | 10,726 | ||||||
| Average assets during the period | $ | 10,520 | $ | 11,460 | $ | 9,287 | ||||||
| Leveraged & Inverse | ||||||||||||
| Beginning of period assets | $ | 1,924 | $ | 1,815 | $ | 1,754 | ||||||
| Inflows/(outflows) | 190 | (66 | ) | (5 | ) | |||||||
| Market appreciation | 1,161 | 175 | 66 | |||||||||
| End of period assets | $ | 3,275 | $ | 1,924 | $ | 1,815 | ||||||
| Average assets during the period | $ | 2,571 | $ | 1,923 | $ | 1,813 | ||||||
| Cryptocurrency | ||||||||||||
| Beginning of period assets | $ | 1,912 | $ | 414 | $ | 136 | ||||||
| Add: Digital Assets—Jan. 1, 2025 | 1 | — | — | |||||||||
| Inflows | 756 | 749 | 50 | |||||||||
| Market (depreciation)/appreciation | (427 | ) | 749 | 228 | ||||||||
| End of period assets | $ | 2,242 | $ | 1,912 | $ | 414 | ||||||
| Average assets during the period | $ | 2,166 | $ | 997 | $ | 247 | ||||||
| Alternatives | ||||||||||||
| Beginning of period assets | $ | 510 | $ | 377 | $ | 310 | ||||||
| Inflows | 683 | 119 | 41 | |||||||||
| Market appreciation | 184 | 14 | 26 | |||||||||
| End of period assets | $ | 1,377 | $ | 510 | $ | 377 | ||||||
| Average assets during the period | $ | 854 | $ | 435 | $ | 328 | ||||||
| Headcount | 360 | 313 | 303 |
Note: Previously issued statistics may be restated
due to fund closures and trade adjustments
Source: WisdomTree
____________________________
(1)
Includes 17 digital assets products, which were launched prior to January 1, 2025.
| Column 1 | Column 2 |
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Year Ended December 31, 2025 Compared to Year Ended December 31,
2024
Selected Operating and Financial Information
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | Change | |||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 126,313 | $ | 108,415 | $ | 17,898 | 16.5 | % | ||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees | $ | 439,987 | $ | 395,362 | $ | 44,625 | 11.3 | % | ||||||||
| Management fees | 4,908 | — | 4,908 | n/a | ||||||||||||
| Performance fees | 7,105 | — | 7,105 | n/a | ||||||||||||
| Other revenues | 41,753 | 32,375 | 9,378 | 29.0 | % | |||||||||||
| Total revenues | $ | 493,753 | $ | 427,737 | $ | 66,016 | 15.4 | % |
Operating Revenues
Advisory fees
Advisory fee revenues increased 11.3% from $395.4
million during the year ended December 31, 2024 to $440.0 million during the year ended December 31, 2025 due to higher average AUM, partly
offset by a lower average advisory fee. Our average advisory fee was 0.36% during the year ended December 31, 2024 and 0.35% during the
year ended December 31, 2025.
Management fees
Management fees were $4.9 million during the year ended December 31, 2025 as a result of the Ceres Acquisition, which
was completed in October 2025. We earn management fees in exchange for providing investment advisory and other management services to
Ceres Farms.
Performance fees
Performance fees were $7.1 million during the year ended December 31, 2025
as a result of the Ceres Acquisition, which was completed in October 2025. We earn performance fees based on a specified percentage of
Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements.
Other revenues
Other revenues increased 29.0% from $32.4 million
during the year ended December 31, 2024 to $41.8 million during the year ended December 31, 2025 due to higher other revenues attributable
to our European listed ETPs.
Operating Expenses
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 137,679 | $ | 121,281 | $ | 16,398 | 13.5 | % | ||||||||
| Fund management and administration | 89,149 | 83,963 | 5,186 | 6.2 | % | |||||||||||
| Marketing and advertising | 20,544 | 20,532 | 12 | 0.1 | % | |||||||||||
| Sales and business development | 16,357 | 14,817 | 1,540 | 10.4 | % | |||||||||||
| Professional fees | 13,060 | 21,098 | (8,038 | ) | (38.1 | %) | ||||||||||
| Occupancy, communications and equipment | 6,534 | 5,344 | 1,190 | 22.3 | % | |||||||||||
| Depreciation and amortization | 3,778 | 1,752 | 2,026 | 115.6 | % | |||||||||||
| Third-party distribution fees | 15,944 | 11,138 | 4,806 | 43.1 | % | |||||||||||
| Acquisition-related costs | 4,693 | — | 4,693 | n/a | ||||||||||||
| Other | 11,820 | 10,519 | 1,301 | 12.4 | % | |||||||||||
| Total operating expenses | $ | 319,558 | $ | 290,444 | $ | 29,114 | 10.0 | % |
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| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2025 | 2024 | ||||||
| Compensation and benefits | 27.8 | % | 28.4 | % | ||||
| Fund management and administration | 18.1 | % | 19.6 | % | ||||
| Marketing and advertising | 4.2 | % | 4.8 | % | ||||
| Sales and business development | 3.3 | % | 3.5 | % | ||||
| Professional fees | 2.6 | % | 4.9 | % | ||||
| Occupancy, communications and equipment | 1.3 | % | 1.2 | % | ||||
| Depreciation and amortization | 0.8 | % | 0.4 | % | ||||
| Third-party distribution fees | 3.2 | % | 2.6 | % | ||||
| Acquisition-related costs | 1.0 | % | — | |||||
| Other | 2.4 | % | 2.5 | % | ||||
| Total operating expenses | 64.7 | % | 67.9 | % |
Compensation and benefits
Compensation and benefits expense increased
13.5% from $121.3 million during the year ended December 31, 2024 to $137.7 million during the year ended December 31, 2025 due to higher
incentive compensation and increased headcount. Headcount was 313 and 360 at December 31, 2024 and 2025, respectively.
Fund management and administration
Fund management and administration expense increased 6.2% from $84.0 million
during the year ended December 31, 2024 to $89.1 million during the year ended December 31, 2025 primarily due to higher average AUM.
We had 78 U.S. listed ETFs, 275 European listed ETPs and 17 tokenized products at December 31, 2024 compared to 86 U.S. listed ETFs, 300
European listed ETPs, 19 tokenized products and one private assets product at December 31, 2025.
Marketing and advertising
Marketing and advertising expense was essentially
unchanged from the year ended December 31, 2024.
Sales and business development
Sales and business development expense increased
10.4% from $14.8 million during the year ended December 31, 2024 to $16.4 million during the year ended December 31, 2025 primarily resulting
from increases in travel and events spending.
Professional fees
Professional fees decreased 38.1% from $21.1 million
during the year ended December 31, 2024 to $13.1 million during the year ended December 31, 2025 as the prior year included $5.0 million
of expenses incurred in response to an activist campaign and $4.3 million of legal and other related expenses incurred in connection with
the SEC ESG Settlement that were covered by insurance.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 22.3% from $5.3 million during the year ended December 31, 2024 to $6.5 million during the year ended December 31, 2025 due
to higher equipment and communication expenses driven by increased headcount.
Depreciation and amortization
Depreciation and amortization expense increased
115.6% from $1.8 million during the year ended December 31, 2024 to $3.8 million during the year ended December 31, 2025 due to higher
amortization of software development costs, as well as approximately $1.4 million of intangible asset amortization arising from the Ceres
Acquisition.
Third-party distribution fees
Third-party distribution fees increased 43.1%
from $11.1 million during the year ended December 31, 2024 to $15.9 million during the year ended December 31, 2025 due to our strong
growth and AUM expansion across our distribution platforms.
Acquisition-related costs
During the year ended December 31, 2025, we
recorded $4.7 million of acquisition-related costs incurred in connection with the Ceres Acquisition.
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Other
Other expenses increased 12.4% from $10.5 million
during the year ended December 31, 2024 to $11.8 million during the year ended December 31, 2025 primarily due to higher dues, subscriptions
and other miscellaneous expenses.
Other Income/(Expenses)
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Interest expense | $ | (30,420 | ) | $ | (18,911 | ) | $ | (11,509 | ) | 60.9% | ||||||
| Interest income | 10,967 | 6,778 | 4,189 | 61.8% | ||||||||||||
| Loss on extinguishment of convertible notes | (13,844 | ) | (30,632 | ) | 16,788 | (54.8% | ) | |||||||||
| Remeasurement of contingent consideration | (710 | ) | — | (710 | ) | n/a | ||||||||||
| Other gains, net | 2,030 | 874 | 1,156 | 132.3% | ||||||||||||
| Total other income/(expenses), net | $ | (31,977 | ) | $ | (41,891 | ) | $ | 9,914 | (23.7% | ) |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2025 | 2024 | ||||||
| Interest expense | (6.2% | ) | (4.4% | ) | ||||
| Interest income | 2.2% | 1.6% | ||||||
| Loss on extinguishment of convertible notes | (2.8% | ) | (7.2% | ) | ||||
| Remeasurement of contingent consideration | (0.1% | ) | — | |||||
| Other gains, net | 0.4% | 0.2% | ||||||
| Total other income/(expenses), net | (6.5% | ) | (9.8% | ) |
Interest expense
Interest expense increased 60.9% from $18.9
million during the year ended December 31, 2024 to $30.4 million during the year ended December 31, 2025 due to a higher level of debt
outstanding, inclusive of the 2030 Notes issued in August 2025 to facilitate the Ceres Acquisition, partly offset by a lower average interest
rate.
Our effective interest rate on our outstanding
Convertible Notes during the years ended December 31, 2024 and 2025 was 4.5% and 4.1%, respectively.
Interest income
Interest income increased 61.8% from $6.8 million
during the year ended December 31, 2024 to $11.0 million during the year ended December 31, 2025 due to a higher level of interest-earning
assets, including from temporarily investing proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.
Remeasurement of contingent consideration
Contingent consideration related to the Ceres Acquisition increased from
$11.1 million on October 1, 2025 to $11.8 million at December 31, 2025 resulting in a $0.7 million loss on remeasurement recognized during
the year ended December 31, 2025. See Note 11 to our Consolidated Financial Statements for additional information.
Other gains, net
Other gains, net were $0.9 million and $2.0
million during the years ended December 31, 2024 and 2025, respectively. The current year includes net gains on our financial instruments
owned of $1.9 million and $1.2 million of foreign currency remeasurement losses on U.S. dollars held by foreign subsidiaries. Gains and
losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange
fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for 2025 was 23.3%,
resulting in an income tax expense of $33.1 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a
non-deductible loss on extinguishment of convertible notes and state and local income taxes. These items were partly offset by a reduction
in the valuation allowance on capital losses and a lower tax rate on foreign earnings.
Our effective income tax rate for 2024 was 30.1%,
resulting in an income tax expense of $28.7 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a
non-deductible loss on extinguishment of convertible notes, a non-deductible civil money penalty of $4.0 million in connection with the
SEC ESG Settlement and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
| Column 1 | Column 2 |
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Year Ended December 31, 2024 Compared to Year Ended December 31,
2023
Selected Operating and Financial Information
| Year Ended December 31, | Percent | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | Change | |||||||||
| AUM (in millions) | ||||||||||||
| Average AUM | $ | 108,415 | $ | 92,867 | $ | 15,548 | 16.7% | |||||
| Operating Revenues (in thousands) | ||||||||||||
| Advisory fees | $ | 395,362 | $ | 333,227 | $ | 62,135 | 18.6% | |||||
| Other revenues | 32,375 | 15,808 | 16,567 | 104.8% | ||||||||
| Total revenues | $ | 427,737 | $ | 349,035 | $ | 78,702 | 22.5% |
Operating Revenues
Advisory fees
Advisory fee revenues increased 18.6% from $333.2
million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM. Our
average advisory fee remained 0.36%, unchanged from the year ended December 31, 2023.
Other revenues
Other revenues increased 104.8% from $15.8 million during the year ended
December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable to our European listed
ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with the SEC ESG Settlement
that were covered by insurance.
Operating Expenses
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 121,281 | $ | 109,532 | $ | 11,749 | 10.7 | % | ||||||||
| Fund management and administration | 83,963 | 71,348 | 12,615 | 17.7 | % | |||||||||||
| Marketing and advertising | 20,532 | 17,256 | 3,276 | 19.0 | % | |||||||||||
| Sales and business development | 14,817 | 13,584 | 1,233 | 9.1 | % | |||||||||||
| Contractual gold payments | — | 6,069 | (6,069 | ) | n/a | |||||||||||
| Professional fees | 21,098 | 18,969 | 2,129 | 11.2 | % | |||||||||||
| Occupancy, communications and equipment | 5,344 | 4,684 | 660 | 14.1 | % | |||||||||||
| Depreciation and amortization | 1,752 | 872 | 880 | 100.9 | % | |||||||||||
| Third-party distribution fees | 11,138 | 9,377 | 1,761 | 18.8 | % | |||||||||||
| Other | 10,519 | 9,852 | 667 | 6.8 | % | |||||||||||
| Total operating expenses | $ | 290,444 | $ | 261,543 | $ | 28,901 | 11.1 | % |
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| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2024 | 2023 | |||||
| Compensation and benefits | 28.4% | 31.6 | % | ||||
| Fund management and administration | 19.6% | 20.4 | % | ||||
| Marketing and advertising | 4.8% | 4.9 | % | ||||
| Sales and business development | 3.5% | 3.9 | % | ||||
| Contractual gold payments | — | 1.7 | % | ||||
| Professional fees | 4.9% | 5.4 | % | ||||
| Occupancy, communications and equipment | 1.2% | 1.3 | % | ||||
| Depreciation and amortization | 0.4% | 0.2 | % | ||||
| Third-party distribution fees | 2.6% | 2.7 | % | ||||
| Other | 2.5% | 2.8 | % | ||||
| Total operating expenses | 67.9% | 74.9 | % |
Compensation and benefits
Compensation and benefits expense increased
10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher
stock-based compensation, incentive compensation and headcount. Headcount was 303 and 313 at December 31, 2023 and 2024, respectively.
Fund management and administration
Fund management and administration expense increased
17.7% from $71.3 million during the year ended December 31, 2023 to $84.0 million during the year ended December 31, 2024 primarily due
to higher average AUM. We had 76 U.S. listed ETFs and 261 European listed ETPs at December 31, 2023 compared to 78 U.S. listed ETFs and
275 European listed ETPs at December 31, 2024.
Marketing and advertising
Marketing and advertising expense increased
19.0% from $17.3 million during the year ended December 31, 2023 to $20.5 million during the year ended December 31, 2024 primarily
resulting from higher spending related to our U.S. listed and digital products.
Sales and business development
Sales and business development expense increased
9.1% from $13.6 million during the year ended December 31, 2023 to $14.8 million during the year ended December 31, 2024 primarily resulting
from increases in travel and events spending.
Contractual gold payments
There was no contractual gold payments expense
recognized during the year ended December 31, 2024 due to the termination of our deferred consideration—gold payments obligation
on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees increased 11.2% from $19.0 million during the year
ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other related expenses
incurred in connection with the SEC ESG Settlement that were covered by insurance, partly offset by lower expenses incurred in response
to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 14.1% from $4.7 million during the year ended December 31, 2023 to $5.3 million during the year ended December 31, 2024 due
to the increased cost of renewed office leases.
Depreciation and amortization
Depreciation and amortization expense increased
100.9% from $0.9 million during the year ended December 31, 2023 to $1.8 million during the year ended December 31, 2024 due to higher
amortization of software development costs.
Third-party distribution fees
Third-party distribution fees increased 18.8%
from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth
in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach.
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Other
Other expenses increased 6.8% from $9.9 million
during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and
travel-related expenses.
Other Income/(Expenses)
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | Change | Change | ||||||||||||
| Interest expense | $ | (18,911 | ) | $ | (15,242 | ) | $ | (3,669 | ) | 24.1% | ||||||
| Gain on revaluation/termination of deferred consideration—gold payments | — | 61,953 | (61,953 | ) | n/a | |||||||||||
| Interest income | 6,778 | 4,099 | 2,679 | 65.4% | ||||||||||||
| Impairments | — | (7,942 | ) | 7,942 | n/a | |||||||||||
| Loss on extinguishment of convertible notes | (30,632 | ) | (9,721 | ) | (20,911 | ) | 215.1% | |||||||||
| Other gains/(losses), net | 874 | (1,631 | ) | 2,505 | (153.6% | ) | ||||||||||
| Total other income/(expenses), net | $ | (41,891 | ) | $ | 31,516 | $ | (73,407 | ) | (232.9% | ) |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2024 | 2023 | ||||||
| Interest expense | (4.4% | ) | (4.4% | ) | ||||
| Gain on revaluation/termination of deferred consideration—gold payments | — | 17.8% | ||||||
| Interest income | 1.6% | 1.2% | ||||||
| Impairments | — | (2.3% | ) | |||||
| Loss on extinguishment of convertible notes | (7.2% | ) | (2.8% | ) | ||||
| Other gains/(losses), net | 0.2% | (0.5% | ) | |||||
| Total other income/(expenses), net | (9.8% | ) | 9.0% |
Interest expense
Interest expense increased 24.1% from $15.2
million during the year ended December 31, 2023 to $18.9 million during the year ended December 31, 2024 due to a higher level of debt
outstanding, partly offset by a lower average interest rate.
Our effective interest rate on our outstanding
Convertible Notes during the years ended December 31, 2023 and 2024 was 4.9% and 4.5%, respectively.
Gain on revaluation/termination of deferred consideration
No gains or losses on revaluation/termination
of deferred consideration—gold payments were recognized during the year ended December 31, 2024, as this obligation was terminated
on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income increased 65.4% from $4.1 million
during the year ended December 31, 2023 to $6.8 million during the year ended December 31, 2024 due to a higher level of interest-bearing
assets.
Impairments
No impairments were recognized during the year
ended December 31, 2024, while during the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily
related to our investment in Securrency, Inc. upon the sale of Securrency, Inc. to an unrelated third party. (See Notes 7 and 26 to our
Consolidated Financial Statements).
Other gains/(losses), net
Other gains/(losses), net were ($1.6) million and $0.9 million during the
years ended December 31, 2023 and 2024, respectively. The year ended December 31, 2024 includes a $4.0 million civil money penalty in
connection with the SEC ESG Settlement. Also included are net gains of $4.9 million and net losses of $1.1 million on our financial instruments
owned and our investments, respectively. Gains and losses also generally arise from the sale of gold earned from advisory fees paid by
our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
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Income Taxes
Our effective income tax rate for 2024 was 30.1%,
resulting in an income tax expense of $28.7 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a
non-deductible loss on extinguishment of convertible notes, a non-deductible civil money penalty of $4.0 million in connection with the
SEC ESG Settlement and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Our effective income tax rate for 2023 was 13.8%,
resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due
to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the
release of a tax-related indemnification asset and a lower tax rate on foreign earnings. These items were partly offset by a non-deductible
loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax
asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
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Quarterly Results
The following tables set forth our unaudited
consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated
quarterly operating data for the quarters in 2025 and 2024. In our opinion, this unaudited information has been prepared on substantially
the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of
normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated
quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report.
The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
| (in thousands, except per share amounts) | Q4/25 | Q3/25 | Q2/25 | Q1/25 | Q4/24 | Q3/24 | Q2/24 | Q1/24 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenues: | ||||||||||||||||||||||||||||||||
| Advisory fees | $ | 122,712 | $ | 114,485 | $ | 103,241 | $ | 99,549 | $ | 102,264 | $ | 101,659 | $ | 98,938 | $ | 92,501 | ||||||||||||||||
| Management fees | 4,908 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Performance fees | 7,105 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other revenues | 12,709 | 11,131 | 9,380 | 8,533 | 8,433 | 11,509 | 8,096 | 4,337 | ||||||||||||||||||||||||
| Total revenues | 147,434 | 125,616 | 112,621 | 108,082 | 110,697 | 113,168 | 107,034 | 96,838 | ||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 37,273 | 33,791 | 32,827 | 33,788 | 30,032 | 29,405 | 30,790 | 31,054 | ||||||||||||||||||||||||
| Fund management and administration | 24,830 | 22,353 | 21,252 | 20,714 | 22,858 | 21,004 | 20,139 | 19,962 | ||||||||||||||||||||||||
| Marketing and advertising | 5,613 | 4,788 | 5,330 | 4,813 | 6,117 | 4,897 | 5,110 | 4,408 | ||||||||||||||||||||||||
| Sales and business development | 4,045 | 3,943 | 4,232 | 4,137 | 4,101 | 3,465 | 3,640 | 3,611 | ||||||||||||||||||||||||
| Professional fees | 3,596 | 3,505 | 3,177 | 2,782 | 4,559 | 6,315 | 6,594 | 3,630 | ||||||||||||||||||||||||
| Occupancy, communications and equipment | 1,892 | 1,601 | 1,559 | 1,482 | 1,423 | 1,397 | 1,314 | 1,210 | ||||||||||||||||||||||||
| Depreciation and amortization | 2,043 | 615 | 580 | 540 | 504 | 447 | 418 | 383 | ||||||||||||||||||||||||
| Third-party distribution fees | 4,772 | 3,977 | 4,083 | 3,112 | 3,161 | 2,983 | 2,687 | 2,307 | ||||||||||||||||||||||||
| Acquisition-related costs | 317 | 2,409 | 1,967 | — | — | — | — | — | ||||||||||||||||||||||||
| Other | 3,306 | 2,980 | 2,982 | 2,552 | 2,902 | 2,463 | 2,831 | 2,323 | ||||||||||||||||||||||||
| Total operating expenses | 87,687 | 79,962 | 77,989 | 73,920 | 75,657 | 72,376 | 73,523 | 68,888 | ||||||||||||||||||||||||
| Operating income | 59,747 | 45,654 | 34,632 | 34,162 | 35,040 | 40,792 | 33,511 | 27,950 | ||||||||||||||||||||||||
| Other Income/(Expenses): | ||||||||||||||||||||||||||||||||
| Interest expense | (11,023 | ) | (8,466 | ) | (5,490 | ) | (5,441 | ) | (5,616 | ) | (5,027 | ) | (4,140 | ) | (4,128 | ) | ||||||||||||||||
| Interest income | 2,965 | 4,015 | 2,090 | 1,897 | 2,147 | 1,795 | 1,438 | 1,398 | ||||||||||||||||||||||||
| Loss on extinguishment of convertible notes | (833 | ) | (13,011 | ) | — | — | — | (30,632 | ) | — | — | |||||||||||||||||||||
| Remeasurement of contingent consideration | (710 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Other gains and losses, net | 317 | 1,325 | 638 | (250 | ) | 2,627 | (3,062 | ) | (1,283 | ) | 2,592 | |||||||||||||||||||||
| Income before income taxes | 50,463 | 29,517 | 31,870 | 30,368 | 34,198 | 3,866 | 29,526 | 27,812 | ||||||||||||||||||||||||
| Income tax expense | 10,437 | 9,816 | 7,093 | 5,739 | 6,890 | 8,351 | 7,767 | 5,701 | ||||||||||||||||||||||||
| Net income/(loss) | $ | 40,026 | $ | 19,701 | $ | 24,777 | $ | 24,629 | $ | 27,308 | $ | (4,485 | ) | $ | 21,759 | $ | 22,111 | |||||||||||||||
| Earnings/(loss) per share—basic | $ | 0.29 | $ | 0.14 | $ | 0.17 | $ | 0.17 | $ | 0.19 | $ | (0.13 | ) | $ | 0.13 | $ | 0.14 | |||||||||||||||
| Earnings/(loss) per share—diluted | $ | 0.28 | $ | 0.13 | $ | 0.17 | $ | 0.17 | $ | 0.18 | $ | (0.13 | ) | $ | 0.13 | $ | 0.13 | |||||||||||||||
| Dividends per common share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 |
| Column 1 | Column 2 |
|---|---|
| 61 |
Table of Contents
| Q4/25 | Q3/25 | Q2/25 | Q1/25 | Q4/24 | Q3/24 | Q2/24 | Q1/24 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of Total Revenues | ||||||||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||||||||
| Advisory fees | 83.3% | 91.1% | 91.7% | 92.1% | 92.4% | 89.8% | 92.4% | 95.5% | ||||||||||||||||||||||||
| Management fees | 3.3% | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Performance fees | 4.8% | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Other revenues | 8.6% | 8.9% | 8.3% | 7.9% | 7.6% | 10.2% | 7.6% | 4.5% | ||||||||||||||||||||||||
| Total revenues | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | ||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 25.5% | 26.9% | 29.2% | 31.1% | 27.1% | 26.0% | 28.8% | 32.1% | ||||||||||||||||||||||||
| Fund management and administration | 16.8% | 17.8% | 18.9% | 19.2% | 20.6% | 18.6% | 18.8% | 20.6% | ||||||||||||||||||||||||
| Marketing and advertising | 3.8% | 3.8% | 4.7% | 4.5% | 5.5% | 4.3% | 4.8% | 4.6% | ||||||||||||||||||||||||
| Sales and business development | 2.7% | 3.1% | 3.8% | 3.8% | 3.7% | 3.1% | 3.4% | 3.7% | ||||||||||||||||||||||||
| Professional fees | 2.4% | 2.8% | 2.8% | 2.6% | 4.1% | 5.6% | 6.2% | 3.7% | ||||||||||||||||||||||||
| Occupancy, communications and equipment | 1.3% | 1.3% | 1.4% | 1.4% | 1.3% | 1.2% | 1.2% | 1.2% | ||||||||||||||||||||||||
| Depreciation and amortization | 1.4% | 0.5% | 0.5% | 0.5% | 0.5% | 0.4% | 0.4% | 0.4% | ||||||||||||||||||||||||
| Third-party distribution fees | 3.2% | 3.2% | 3.6% | 2.9% | 2.9% | 2.6% | 2.5% | 2.4% | ||||||||||||||||||||||||
| Acquisition-related costs | 0.2% | 1.9% | 1.7% | — | — | — | — | — | ||||||||||||||||||||||||
| Other | 2.2% | 2.4% | 2.6% | 2.4% | 2.6% | 2.2% | 2.6% | 2.4% | ||||||||||||||||||||||||
| Total operating expenses | 59.5% | 63.7% | 69.2% | 68.4% | 68.3% | 64.0% | 68.7% | 71.1% | ||||||||||||||||||||||||
| Operating income | 40.5% | 36.3% | 30.8% | 31.6% | 31.7% | 36.0% | 31.3% | 28.9% | ||||||||||||||||||||||||
| Other Income/(Expenses) | ||||||||||||||||||||||||||||||||
| Interest expense | (7.4% | ) | (6.7% | ) | (5.0% | ) | (5.1% | ) | (5.1% | ) | (4.4% | ) | (3.8% | ) | (4.2% | ) | ||||||||||||||||
| Interest income | 2.0% | 3.2% | 1.9% | 1.8% | 1.9% | 1.6% | 1.3% | 1.4% | ||||||||||||||||||||||||
| Loss on extinguishment of convertible notes | (0.6% | ) | (10.4% | ) | — | — | — | (27.1% | ) | — | — | |||||||||||||||||||||
| Remeasurement of contingent consideration | (0.5% | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||
| Other gains and losses, net | 0.2% | 1.1% | 0.6% | (0.2% | ) | 2.4% | (2.7% | ) | (1.2% | ) | 2.7% | |||||||||||||||||||||
| Income before income taxes | 34.2% | 23.5% | 28.3% | 28.1% | 30.9% | 3.4% | 27.6% | 28.7% | ||||||||||||||||||||||||
| Income tax expense | 7.1% | 7.8% | 6.3% | 5.3% | 6.2% | 7.4% | 7.3% | 5.9% | ||||||||||||||||||||||||
| Net income/(loss) | 27.1% | 15.7% | 22.0% | 22.8% | 24.7% | (4.0% | ) | 20.3% | 22.8% |
| Column 1 | Column 2 |
|---|---|
| 62 |
Table of Contents
Operating Statistics
| Q4/25 | Q3/25 | Q2/25 | Q1/25 | Q4/24 | Q3/24 | Q2/24 | Q1/24 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GLOBAL PRODUCTS ($ in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 137,175 | $ | 126,070 | $ | 115,787 | $ | 109,779 | $ | 112,577 | $ | 109,686 | $ | 107,230 | $ | 100,124 | ||||||||||||||||
| Add: Digital assets—Jan. 1, 2025 | — | — | — | 32 | — | — | — | — | ||||||||||||||||||||||||
| Add: Assets acquired—Ceres Acquisition | 1,812 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| (Outflows)/inflows | (283 | ) | 2,240 | 3,529 | 3,052 | (281 | ) | (2,395 | ) | 340 | 1,988 | |||||||||||||||||||||
| Market appreciation/(depreciation) | 5,820 | 8,865 | 6,754 | 2,924 | (2,517 | ) | 5,286 | 2,116 | 5,118 | |||||||||||||||||||||||
| End of period assets | $ | 144,524 | $ | 137,175 | $ | 126,070 | $ | 115,787 | $ | 109,779 | $ | 112,577 | $ | 109,686 | $ | 107,230 | ||||||||||||||||
| Average assets during the period | $ | 140,685 | $ | 130,760 | $ | 119,185 | $ | 114,622 | $ | 112,349 | $ | 110,369 | $ | 108,479 | $ | 102,461 | ||||||||||||||||
| Average ETP advisory fee during the period | 0.35% | 0.35% | 0.35% | 0.35% | 0.36% | 0.37% | 0.37% | 0.36% | ||||||||||||||||||||||||
| Total revenue yield | 0.42% | 0.38% | 0.38% | 0.38% | 0.39% | 0.41% | 0.40% | 0.38% | ||||||||||||||||||||||||
| Number of products-end of period | 406 | 397 | 383 | 375 | (1) | 353 | 352 | 350 | 338 | |||||||||||||||||||||||
| ETPs AND TOKENIZED PRODUCTS | ||||||||||||||||||||||||||||||||
| U.S. LISTED ETFs ($ in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 88,293 | $ | 85,179 | $ | 80,531 | $ | 79,095 | $ | 81,267 | $ | 79,722 | $ | 78,087 | $ | 72,486 | ||||||||||||||||
| (Outflows)/inflows | (1,108 | ) | (445 | ) | 1,110 | 1,847 | (40 | ) | (1,650 | ) | 1,106 | 1,983 | ||||||||||||||||||||
| Market appreciation/(depreciation) | 1,336 | 3,559 | 3,538 | (411 | ) | (2,132 | ) | 3,195 | 529 | 3,618 | ||||||||||||||||||||||
| End of period assets | $ | 88,521 | $ | 88,293 | $ | 85,179 | $ | 80,531 | $ | 79,095 | $ | 81,267 | $ | 79,722 | $ | 78,087 | ||||||||||||||||
| Average assets during the period | $ | 88,074 | $ | 87,205 | $ | 81,525 | $ | 81,127 | $ | 80,661 | $ | 80,335 | $ | 78,523 | $ | 74,831 | ||||||||||||||||
| Number of ETFs—end of the period | 86 | 84 | 81 | 78 | 78 | 78 | 78 | 77 | ||||||||||||||||||||||||
| EUROPEAN LISTED ETPs ($ in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 48,290 | $ | 40,541 | $ | 35,124 | $ | 30,684 | $ | 31,310 | $ | 29,964 | $ | 29,143 | $ | 27,638 | ||||||||||||||||
| Inflows/(outflows) | 609 | 2,447 | 2,201 | 1,104 | (241 | ) | (745 | ) | (766 | ) | 5 | |||||||||||||||||||||
| Market appreciation/(depreciation) | 4,446 | 5,302 | 3,216 | 3,336 | (385 | ) | 2,091 | 1,587 | 1,500 | |||||||||||||||||||||||
| End of period assets | $ | 53,345 | $ | 48,290 | $ | 40,541 | $ | 35,124 | $ | 30,684 | $ | 31,310 | $ | 29,964 | $ | 29,143 | ||||||||||||||||
| Average assets during the period | $ | 50,102 | $ | 42,853 | $ | 37,439 | $ | 33,415 | $ | 31,688 | $ | 30,034 | $ | 29,956 | $ | 27,630 | ||||||||||||||||
| Number of ETPs—end of the period | 300 | 295 | 285 | 280 | 275 | 274 | 272 | 261 | ||||||||||||||||||||||||
| DIGITAL ASSETS ($ in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 592 | $ | 350 | $ | 132 | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Add: Digital Assets—Jan. 1, 2025 | — | — | — | 32 | — | — | — | — | ||||||||||||||||||||||||
| Inflows | 179 | 238 | 218 | 101 | — | — | — | — | ||||||||||||||||||||||||
| Market (depreciation)/appreciation | (2 | ) | 4 | — | (1 | ) | — | — | — | — | ||||||||||||||||||||||
| End of period assets | $ | 769 | $ | 592 | $ | 350 | $ | 132 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Average assets during the period | $ | 694 | $ | 702 | $ | 221 | $ | 80 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Number of products—end of the period | 19 | 18 | 17 | 17 | — | — | — | — | ||||||||||||||||||||||||
| PRIVATE ASSETS ($ in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Add: Assets acquired—Ceres Acquisition | 1,812 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Inflows | 37 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Market appreciation | 40 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| End of period assets | $ | 1,889 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Average assets during the period | $ | 1,815 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
| Number of products—end of the period | 1 | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| PRODUCT CATEGORIES ($ in millions) | ||||||||||||||||||||||||||||||||
| U.S. Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 40,977 | $ | 38,617 | $ | 35,628 | $ | 35,414 | $ | 34,643 | $ | 31,834 | $ | 31,670 | $ | 29,156 | ||||||||||||||||
| Add: Digital Assets—Jan. 1, 2025 | — | — | — | 9 | — | — | — | — | ||||||||||||||||||||||||
| Inflows | 191 | 32 | 1,284 | 962 | 1,100 | 328 | 221 | 536 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 260 | 2,328 | 1,705 | (757 | ) | (329 | ) | 2,481 | (57 | ) | 1,978 | |||||||||||||||||||||
| End of period assets | $ | 41,428 | $ | 40,977 | $ | 38,617 | $ | 35,628 | $ | 35,414 | $ | 34,643 | $ | 31,834 | $ | 31,670 | ||||||||||||||||
| Average assets during the period | $ | 41,163 | $ | 40,024 | $ | 36,080 | $ | 36,281 | $ | 35,714 | $ | 33,175 | $ | 31,339 | $ | 30,154 | ||||||||||||||||
| Commodity & Currency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 31,705 | $ | 26,696 | $ | 25,487 | $ | 21,906 | $ | 23,034 | $ | 21,987 | $ | 21,944 | $ | 21,336 | ||||||||||||||||
| Add: Digital Assets—Jan. 1, 2025 | — | — | — | 1 | — | — | — | — | ||||||||||||||||||||||||
| Inflows/(outflows) | 177 | 1,096 | (110 | ) | (159 | ) | (441 | ) | (741 | ) | (1,499 | ) | (460 | ) | ||||||||||||||||||
| Market appreciation/(depreciation) | 5,098 | 3,913 | 1,319 | 3,739 | (687 | ) | 1,788 | 1,542 | 1,068 | |||||||||||||||||||||||
| End of period assets | $ | 36,980 | $ | 31,705 | $ | 26,696 | $ | 25,487 | $ | 21,906 | $ | 23,034 | $ | 21,987 | $ | 21,944 | ||||||||||||||||
| Average assets during the period | $ | 33,824 | $ | 28,162 | $ | 25,888 | $ | 23,993 | $ | 22,989 | $ | 22,016 | $ | 22,437 | $ | 20,837 | ||||||||||||||||
| International Developed Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 23,893 | $ | 21,725 | $ | 18,178 | $ | 17,602 | $ | 18,075 | $ | 19,385 | $ | 18,103 | $ | 15,103 | ||||||||||||||||
| Inflows/(outflows) | 1,146 | 477 | 1,649 | 474 | 63 | (1,391 | ) | 1,253 | 1,597 | |||||||||||||||||||||||
| Market appreciation/(depreciation) | 577 | 1,691 | 1,898 | 102 | (536 | ) | 81 | 29 | 1,403 | |||||||||||||||||||||||
| End of period assets | $ | 25,616 | $ | 23,893 | $ | 21,725 | $ | 18,178 | $ | 17,602 | $ | 18,075 | $ | 19,385 | $ | 18,103 | ||||||||||||||||
| Average assets during the period | $ | 24,708 | $ | 22,481 | $ | 19,577 | $ | 18,275 | $ | 17,716 | $ | 18,636 | $ | 18,809 | $ | 16,691 |
| Column 1 | Column 2 |
|---|---|
| 63 |
Table of Contents
| Q4/25 | Q3/25 | Q2/25 | Q1/25 | Q4/24 | Q3/24 | Q2/24 | Q1/24 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Income | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 22,509 | $ | 22,543 | $ | 22,230 | $ | 20,043 | $ | 20,767 | $ | 21,430 | $ | 21,218 | $ | 21,197 | ||||||||||||||||
| Add: Digital Assets—Jan. 1, 2025 | — | — | — | 21 | — | — | — | — | ||||||||||||||||||||||||
| (Outflows)/inflows | (1,355 | ) | (58 | ) | 148 | 2,093 | (387 | ) | (897 | ) | 236 | (14 | ) | |||||||||||||||||||
| Market (depreciation)/appreciation | (80 | ) | 24 | 165 | 73 | (337 | ) | 234 | (24 | ) | 35 | |||||||||||||||||||||
| End of period assets | $ | 21,074 | $ | 22,509 | $ | 22,543 | $ | 22,230 | $ | 20,043 | $ | 20,767 | $ | 21,430 | $ | 21,218 | ||||||||||||||||
| Average assets during the period | $ | 21,422 | $ | 23,128 | $ | 22,526 | $ | 21,464 | $ | 20,398 | $ | 21,135 | $ | 21,277 | $ | 21,082 | ||||||||||||||||
| Emerging Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 10,855 | $ | 10,957 | $ | 9,985 | $ | 10,468 | $ | 12,452 | $ | 11,875 | $ | 11,189 | $ | 10,726 | ||||||||||||||||
| (Outflows)/inflows | (508 | ) | (250 | ) | 28 | (445 | ) | (908 | ) | (20 | ) | 57 | 217 | |||||||||||||||||||
| Market appreciation/(depreciation) | 296 | 148 | 944 | (38 | ) | (1,076 | ) | 597 | 629 | 246 | ||||||||||||||||||||||
| End of period assets | $ | 10,643 | $ | 10,855 | $ | 10,957 | $ | 9,985 | $ | 10,468 | $ | 12,452 | $ | 11,875 | $ | 11,189 | ||||||||||||||||
| Average assets during the period | $ | 10,839 | $ | 10,874 | $ | 10,295 | $ | 10,072 | $ | 11,407 | 12,083 | $ | 11,448 | $ | 10,900 | |||||||||||||||||
| Leveraged & Inverse | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 2,913 | $ | 2,631 | $ | 2,133 | $ | 1,924 | $ | 2,082 | $ | 1,922 | $ | 1,828 | $ | 1,815 | ||||||||||||||||
| (Outflows)/inflows | (15 | ) | (52 | ) | 141 | 116 | (69 | ) | 71 | (18 | ) | (50 | ) | |||||||||||||||||||
| Market appreciation/(depreciation) | 377 | 334 | 357 | 93 | (89 | ) | 89 | 112 | 63 | |||||||||||||||||||||||
| End of period assets | $ | 3,275 | $ | 2,913 | $ | 2,631 | $ | 2,133 | $ | 1,924 | $ | 2,082 | $ | 1,922 | $ | 1,828 | ||||||||||||||||
| Average assets during the period | $ | 3,097 | $ | 2,750 | $ | 2,354 | $ | 2,083 | $ | 2,032 | $ | 1,962 | $ | 1,905 | $ | 1,792 | ||||||||||||||||
| Cryptocurrency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 3,168 | $ | 2,087 | $ | 1,553 | $ | 1,912 | $ | 1,054 | $ | 838 | $ | 874 | $ | 414 | ||||||||||||||||
| Add: Digital Assets—Jan. 1, 2025 | — | — | — | 1 | — | — | — | — | ||||||||||||||||||||||||
| (Outflows)/inflows | (117 | ) | 764 | 198 | (89 | ) | 315 | 201 | 75 | 158 | ||||||||||||||||||||||
| Market (depreciation)/appreciation | (809 | ) | 317 | 336 | (271 | ) | 543 | 15 | (111 | ) | 302 | |||||||||||||||||||||
| End of period assets | $ | 2,242 | $ | 3,168 | $ | 2,087 | $ | 1,553 | $ | 1,912 | $ | 1,054 | $ | 838 | $ | 874 | ||||||||||||||||
| Average assets during the period | $ | 2,550 | $ | 2,412 | $ | 1,800 | $ | 1,900 | $ | 1,599 | $ | 917 | $ | 856 | $ | 614 | ||||||||||||||||
| Alternatives | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 1,155 | $ | 814 | $ | 593 | $ | 510 | $ | 470 | $ | 415 | $ | 404 | $ | 377 | ||||||||||||||||
| Inflows | 161 | 231 | 191 | 100 | 46 | 54 | 15 | 4 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 61 | 110 | 30 | (17 | ) | (6 | ) | 1 | (4 | ) | 23 | |||||||||||||||||||||
| End of period assets | $ | 1,377 | $ | 1,155 | $ | 814 | $ | 593 | $ | 510 | $ | 470 | $ | 415 | $ | 404 | ||||||||||||||||
| Average assets during the period | $ | 1,267 | $ | 929 | $ | 665 | $ | 554 | $ | 494 | $ | 445 | $ | 408 | $ | 391 | ||||||||||||||||
| Headcount | 360 | 338 | 321 | 315 | 313 | 314 | 304 | 300 |
_____________________________
| Column 1 | Column 2 |
|---|---|
| (1) | Includes 17 digital assets products, which were launched prior to January 1, 2025. |
Note: Previously issued statistics
may be restated due to fund closures and trade adjustments
Source: WisdomTree
| Column 1 | Column 2 |
|---|---|
| 64 |
Table of Contents
Non-GAAP Financial Measurements
In an effort to provide additional information
regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful
information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations;
therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective
of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements
and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered
in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include:
Adjusted Net Income and Diluted Earnings per Share.
We disclose adjusted net income and diluted
earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not
core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to
analyze our performance. These non-GAAP financial measurements exclude the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating our non-GAAP financial measurements as the gains and losses introduce earnings volatility and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Foreign currency remeasurement gains and losses on U.S. dollars held by foreign subsidiaries: GAAP requires account balances to be remeasured into an entity’s functional currency, with resulting gains and losses reported in net income. Foreign subsidiaries holding U.S. dollars remeasure these balances into their functional currencies and recognize the gains and losses. Beginning in the second quarter of 2025, we began excluding remeasurement effects from our non-GAAP financial measures, as they introduce earnings volatility, are not core to our operations and arise from balances denominated in our reporting currency. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Tax windfalls and shortfalls upon vesting of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when calculating our non-GAAP financial measurements as they introduce earnings volatility and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Amortization of intangible assets and remeasurement of contingent consideration arising from our acquisition of Ceres Partners, LLC: On October 1, 2025, we completed the Ceres Acquisition for aggregate consideration consisting of (i) $275 million in cash payable at closing, subject to customary post-closing adjustments and (ii) contingent consideration of up to $225 million, payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenues of 12% to 22% during the measurement period of January 1, 2025 through December 31, 2029. GAAP requires contingent consideration to be re-measured each reporting period with changes in fair value reported in net income. In addition, a portion of the consideration totaling $143.5 million was allocated to intangible assets, which is amortized over 25 years. We exclude changes in fair value of contingent consideration and amortization of intangible assets arising from the Ceres Acquisition when calculating our non-GAAP financial measurements as these items are not core to our operating business. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Other items: Losses on extinguishment of convertible notes, acquisition-related costs, changes in deferred tax asset valuation allowance, imputed interest on our payable to GBH, gains and losses recognized on our investments, a civil money penalty in connection with the SEC ESG Settlement, expenses incurred in response to an activist campaign, gain on revaluation/termination of deferred consideration, impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and litigation expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended, are excluded when calculating our non-GAAP financial measurements. |
| Column 1 | Column 2 |
|---|---|
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| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted Net Income and Diluted Earnings per Share: | 2025 | 2024 | 2023 | |||||||||
| Net income, as reported | $ | 109,133 | $ | 66,693 | $ | 102,546 | ||||||
| Add back: Loss on extinguishment of convertible notes, net of income taxes | 13,268 | 29,410 | 9,623 | |||||||||
| Add back: Acquisition-related costs, net of income taxes | 3,553 | — | — | |||||||||
| Deduct: Tax windfalls upon vesting and exercise of stock-based compensation awards | (2,163 | ) | (764 | ) | (176 | ) | ||||||
| (Deduct)/add back: (Decrease)/increase in deferred tax valuation allowance on capital losses | (1,690 | ) | (903 | ) | 2,113 | |||||||
| (Deduct)/add back: (Gains)/Losses on financial instruments owned, at fair value, net of income taxes | (1,441 | ) | (3,671 | ) | 392 | |||||||
| Add back: Imputed interest on payable to GBH, net of income taxes | 1,347 | 1,996 | 224 | |||||||||
| Add back: Amortization of intangible assets arising from the Ceres Acquisition, net of income taxes | 1,086 | — | — | |||||||||
| Add back: Foreign currency remeasurement losses on U.S. dollar balances, net of income taxes | 995 | — | — | |||||||||
| Add back: Increase in fair value of contingent consideration, net of income taxes | 538 | — | — | |||||||||
| (Deduct)/add back: (Gains)/losses recognized on investments, net of income taxes | (38 | ) | 858 | 607 | ||||||||
| Add back: Civil money penalty in connection with SEC ESG Settlement | — | 4,000 | — | |||||||||
| Add back: Expenses incurred in response to an activist campaign, net of income taxes | — | 3,760 | 4,452 | |||||||||
| Deduct: Gain on revaluation/termination of deferred consideration | — | — | (61,953 | ) | ||||||||
| Add back: Impairments, net of income taxes | — | — | 6,013 | |||||||||
| Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration | — | — | (1,477 | ) | ||||||||
| Add back: Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes | — | — | 367 | |||||||||
| Adjusted net income | $ | 124,588 | $ | 101,379 | $ | 62,731 | ||||||
| Deduct: Income distributed to participating securities | — | (1,406 | ) | (2,770 | ) | |||||||
| Deduct: Undistributed income allocable to participating securities | (31 | ) | (5,069 | ) | (5,868 | ) | ||||||
| Adjusted net income available to common stockholders | $ | 124,557 | $ | 94,904 | $ | 54,093 | ||||||
| Weighted average diluted shares, excluding participating securities (See Note 20 to our Consolidated Financial Statements) | 144,891 | 149,253 | 147,827 | |||||||||
| Adjusted earnings per share—diluted | $ | 0.86 | $ | 0.64 | $ | 0.37 |
During the year ended December 31, 2025, we recognized
an excise tax of $0.7 million on stock repurchases. During the years ended December 31, 2024 and 2023, we recognized a loss of $13.2 million
(which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related to the repurchase of the Series A Non-Voting
Convertible Preferred Stock (“Series A Preferred Stock”) and the Series C Preferred Stock. These items are excluded from net
income, but are required to be added to net income to arrive at income available to common stockholders in the calculation of earnings
per share under U.S. GAAP.
Liquidity and Capital Resources
The following table summarizes key information regarding
our liquidity, capital resources and use of capital to fund our operations:
| December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet Data (in thousands): | ||||||||
| Cash and cash equivalents | $ | 311,732 | $ | 181,191 | ||||
| Financial instruments owned, at fair value | 107,117 | 85,439 | ||||||
| Accounts receivable | 64,452 | 44,866 | ||||||
| Total: Liquid assets | 483,301 | 311,702 | ||||||
| Less: Total current liabilities | (282,056 | ) | (109,197 | ) | ||||
| Less: Other assets—seed capital (WisdomTree Digital Funds) | (19,327 | ) | (20,866 | ) | ||||
| Less: Regulatory capital requirements | (38,861 | ) | (39,423 | ) | ||||
| Total: Available liquidity | $ | 143,057 | $ | 142,216 |
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|---|---|
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| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||
| Cash Flow Data (in thousands): | ||||||||||||
| Operating cash flows | $ | 147,946 | $ | 113,461 | $ | 85,600 | ||||||
| Investing cash flows | (313,033 | ) | (23,875 | ) | 82,049 | |||||||
| Financing cash flows | 289,788 | (36,000 | ) | (171,636 | ) | |||||||
| Foreign exchange rate effect | 5,840 | (1,700 | ) | 1,191 | ||||||||
| Increase/(decrease) in cash and cash equivalents | $ | 130,541 | $ | 51,886 | $ | (2,796 | ) |
Liquidity
We consider our available liquidity to be our
liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of
our subsidiaries. Liquid assets consist of cash, cash equivalents and restricted cash, financial instruments owned, at fair value, accounts
receivable and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable
are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily
of payments owed to vendors and third parties in the normal course of business and accrued incentive compensation for employees.
Cash, cash equivalents and restricted cash increased
$130.5 million during the year ended December 31, 2025 due to $475.0 million of proceeds from the issuance of the 2030 Notes, $147.9 million
of net cash provided by operating activities, $12.6 million of proceeds from the sale of financial instruments owned, at fair value and
$5.6 million from other activities. These increases were partly offset by $270.3 million paid for the Ceres Acquisition, $102.7 million
used to repurchase our common stock, $39.3 million used to repurchase our 2028 Notes, $32 million used to purchase financial instruments
owned, at fair value, $20.1 million used to purchase investments, $17.3 million used to pay dividends, $14.8 million paid to GBH, $11.1
million used to pay convertible notes issuance costs and $3.0 million used to pay for software development.
Cash, cash equivalents and restricted cash increased
$51.9 million during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 2029 Notes, $113.5 million
of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments owned, at fair value.
These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7 million to repurchase
a portion of our 2028 Notes, $69.4 million used to purchase financial instruments owned, at fair value, $62.9 million used to repurchase
our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7 million used to pay convertible notes issuance
costs, $2.3 million used to pay for software development and $2.1 million used in other activities.
Cash, cash equivalents and restricted cash decreased
$2.8 million during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior
Notes due 2023, $57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred
consideration—gold payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay
dividends on our common stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million
used to pay issuance costs in respect of our 2028 Notes, $2.1 million used for software development and $1.2 million used in other activities.
These decreases were partly offset by $130.0 million of proceeds from the issuance of our 2028 Notes, $123.6 million of proceeds from
the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating activities, $28.8 million of proceeds
from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency, Inc. to an unaffiliated third party,
$1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business, and $1.1 million from other activities.
Convertible Notes
We have the following convertible notes outstanding
as of December 31, 2025:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | $150.0 million in aggregate principal amount of the 2026 Notes; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | $345.0 million in aggregate principal amount the 2029 Notes; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | $475.0 million in aggregate principal amount of the 2030 Notes. |
Each class of notes was issued pursuant to indentures
dated as of the issuance dates between us and U.S. Bank Trust Company, National Association, as trustee (either initially or as successor
to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended.
In connection with the issuance of the 2030
Notes, we repurchased $24.0 million in aggregate principal amount of our 2028 Notes. As a result of this repurchase, we recognized a loss
on extinguishment of $13.0 million during the year ended December 31, 2025. Additionally, on November 25, 2025, we redeemed the remaining
$1.8 million in aggregate principal amount of the 2028 Notes, resulting in a loss on extinguishment of $0.8 million.
| Column 1 | Column 2 |
|---|---|
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As of December 31, 2025, we had an aggregate
principal amount of $970.0 million outstanding of the 2026 Notes, the 2029 Notes and the 2030 Notes (collectively, the “Convertible
Notes”).
Key terms of the Convertible Notes are as follows:
| 2026 Notes | 2029 Notes | 2030 Notes | ||||
|---|---|---|---|---|---|---|
| Principal outstanding | $150.0 | $345.0 | $475.0 | |||
| Issuance date | June 14, 2021 | August 13, 2024 | August 14, 2025 | |||
| Maturity date (unless earlier converted, repurchased or redeemed) | June 15, 2026 | August 15, 2029 | August 15, 2030 | |||
| Interest rate | 3.25% | 3.25% | 4.625% | |||
| Initial conversion price | $11.04 | $11.82 | $19.15 | |||
| Initial conversion rate | 90.5797 | 84.5934 | 52.2071 | |||
| Redemption price | $14.35 | $15.37 | $24.90 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes and the 2029 Notes and on June 15 and December 15 of each year for the 2026 Notes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Conversion price: Convertible at an initial conversion rate into shares of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2030, May 15, 2029 and March 15, 2026 for the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2030, May 15, 2029 and March 15, 2026 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of common stock. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2027, August 20, 2026 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, and on or prior to the 45th scheduled trading day with respect to the 2030 Notes and the 55th scheduled trading day with respect to the 2029 Notes and the 2026 Notes immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares and 144.9275 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively (the equivalent of 93,448,048 shares of our common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | Seniority and Security: The Convertible Notes rank equal in right of payment and are our senior unsecured obligations. |
| Column 1 | Column 2 |
|---|---|
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The indentures contain customary terms and covenants,
including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than
25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of
all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating
cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for
us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations
as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain a significant
cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at December
31, 2025 was approximately $38.9 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main
uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03
per share quarterly cash dividend and authority to purchase our common stock through April 27, 2028, including purchases to offset future
equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.
During the year ended December 31, 2025, we repurchased
8,096,862 shares of our common stock under the repurchase program for an aggregate cost of $102.7 million. Currently, $250.0 million remains
under this program for future purchases. In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred
Stock, which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately
$143.8 million.
Contractual Obligations
Convertible Notes
We currently have $970.0 million in aggregate principal
amount of Convertible Notes outstanding, of which $150.0 million, $345.0 million and $475 million are scheduled to mature on June 15,
2026, August 15, 2029 and August 15, 2030, in respect of the 2026 Notes, the 2029 Notes and the 2030 Notes, respectively, unless earlier
converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of
a fundamental change may accelerate payment.
The Convertible Notes require cash settlement
of up to the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied
in either cash, shares of our common stock or a combination of cash and shares of our common stock. We may settle and/or refinance these
obligations when due.
See the section titled “Issuance of Convertible
Notes” above for additional information.
Contingent Consideration
Pursuant to the Ceres Purchase Agreement, up to $225.0
million of additional consideration is payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”)
in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029, as follows:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | If the revenue CAGR for the earnout period is equal to or less than 12%, then the aggregate amount of the earnout consideration will be $0; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | If the revenue CAGR for the earnout period is greater than 12% but less than 22%, then the aggregate amount of the earnout consideration will be pro-rated using straight-line interpolation between $0 and $225.0 million; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| · | If the revenue CAGR for the earnout period is equal to or greater than 22%, then the aggregate amount of the earnout consideration will be $225.0 million. |
We have determined that the earnout should be classified
as contingent consideration as (i) continuing employment is not a condition for payment (except as described below), (ii) non-employee
sellers are entitled to similar payments based upon their relative ownership percentages and (iii) the payment formula described above
is tied to the valuation of the acquired business. Under ASC 805, contingent consideration must be recognized at the acquisition date
as part of the consideration transferred for the acquired business.
In connection with the Ceres Acquisition, the sellers
established a retention bonus plan for certain Ceres employees pursuant to which the greater of $3.05 million or 10% of any earnout consideration
in excess of $50.0 million will be forfeited by the sellers and paid to participating employees, contingent upon continued employment
through earnout payment date. Any amounts forfeited due to employee attrition revert to the sellers. This compensation will be recognized
over the service period with an equal and offsetting receivable from the sellers.
| Column 1 | Column 2 |
|---|---|
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Deferred Consideration–Gold Payments
On May 10, 2023, we entered into and closed
on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the contractual gold payments. Pursuant to that agreement,
we paid consideration totaling $136.9 million, including an aggregate of $50.0 million in cash and the issuance of 13,087 shares of Series
C Preferred Stock (valued at $86.9 million, based on the closing price of our common stock on May 9, 2023 of $6.64 per share), which was
convertible into 13,087,000 shares of our common stock. The Series C Preferred Stock was subsequently repurchased on November 20, 2023
as described in “Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information.
Payable to GBH
On November 20, 2023, we repurchased our Series C Preferred
Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we have paid GBH $69.6
million to date, with the remainder of the purchase price payable on the third anniversary of the closing date. The implied price per
share was $6.02 when considering the interest-free financing element of the transaction.
Operating Leases
Total future minimum lease payments with respect to
our operating lease liabilities were $3.3 million at December 31, 2025. Cash flows generated by our operating activities and existing
cash balances should be sufficient to satisfy the future minimum lease payments. See Note 13 to our Consolidated Financial Statements
for additional information.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing
or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Business Combinations
We account for business combinations under the acquisition
method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration
paid by us to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of
the acquisition. Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition
date as part of the fair value transferred in exchange for the acquired business and are remeasured to fair value each reporting period.
The excess of the fair value of purchase price over the fair values of the identifiable assets, intangible assets and liabilities is recorded
as goodwill.
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price
over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at
the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair
value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting
unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of
goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business
for which discrete financial information is available and management regularly reviews the operating results of that component.
We
test goodwill for impairment at the reporting unit level and have determined that we have a single reporting unit, consistent with our
single operating segment. Goodwill is assessed for impairment annually on November 30th. When performing our goodwill impairment
test, we consider a qualitative assessment, when appropriate, and the market approach and our market capitalization when determining
the fair value of the reporting unit. The results of our most recent analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested
for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than
their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment
evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing
date for our intangible assets is November 30th. The results of our most recent analysis identified no indicators of impairment
to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs
including projected revenue growth rates of 3.0% and a weighted average cost of capital of 10.3%.
| Column 1 | Column 2 |
|---|---|
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Investments
We account for equity investments that do not
have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321,
Investments – Equity Securities, to the extent such investments are not subject to consolidation or the equity method. Under
the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus
changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In
addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the
investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.
See Note 7 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted
for at fair value, with changes in fair value reported in other income/(expenses).
Revenue Recognition
We earn a significant portion of our revenues
in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory
fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the
output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
We earn management fees in exchange for Ceres providing
investment advisory and other management services to Ceres Farms. Management fees are generally calculated as a stated percentage of members’
capital account balances as of the last day of each calendar quarter, subject to adjustment for any contractual waivers as well as contributions
and redemptions arising in any particular quarter. Management fees are recognized as revenue over time, as the performance obligation
is satisfied.
We earn performance fees based on a specified
percentage of Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements. Performance
fees are earned only after members have recovered prior losses and applicable thresholds have been met. Performance fee revenues are recognized
when it is probable that a significant reversal of cumulative revenues recognized will not occur, which generally occurs upon the determination
of fund profits that are no longer subject to clawback or reversal under the governing agreements.
Other revenues are earned from swap providers
associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net
assets. We also earn transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment
in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress
is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have
a right to invoice.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0001214659-25-003503.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of
our financial condition and results of operations should be read together with our consolidated financial statements and the related notes
and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the
following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include
those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to
materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless
required by law.
Introduction
We are a global financial innovator, offering a diverse suite of ETPs, models, solutions
and products leveraging blockchain technology. Our offerings empower investors to shape their financial future and equip financial professionals
to grow their businesses. Leveraging the latest financial infrastructure, we create products that emphasize access, transparency and provide
an enhanced user experience. Building on our heritage of innovation, we have introduced next-generation digital products and services,
including Digital Funds, tokenized assets, and our blockchain-native digital wallet, WisdomTree Prime, which is currently available in
45 U.S. states, covering approximately 80% of the U.S. population. Our institutional platform, WisdomTree Connect, further expands access
to our products.
As of December 31, 2024, we managed approximately $109.8 billion in AUM. Our ETPs
span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency
exposures. We have launched many first-to-market products and pioneered a unique alternative-weighting approach called “Modern Alpha”
that combines the outperformance potential of active management with the cost effective benefits of passive management.
Our products are distributed across all major
asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private
wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors
conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions.
These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology
challenges and scale their businesses.
As pioneers in tokenization and blockchain technology,
we view this as the next phase in the evolution in financial services. Through our digital assets strategy, we are committed to “responsible
DeFi,” aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital
assets and blockchain-enabled finance complements not only complements our core competencies, but will diversify our revenue streams and
further contribute to our growth.
Executive Summary
Our business continues to build positive momentum
as we advance our long-term strategic initiatives. We closed 2024 with AUM of $109.8 billion, a year-over-year increase of 9.6%, a testament
to the resilience of our business model and the strength of our product offering. Through disciplined execution and strategic management,
we achieved record revenues and continued expanding our operating margins. For the year ended December 31, 2024, our revenues and operating
income increased 22.5% and 56.9%, respectively, compared to the prior year, supported by scale efficiencies and effective cost control,
delivering 700 basis points of operating margin expansion. This growth, along with recent strategic actions such as the retirement of
our gold royalty obligation in 2023 and our repurchase of the Series A Preferred Stock from ETFS Capital in 2024, has meaningfully enhanced
earnings per share.
Our models strategy, offered through our Portfolio
Solutions program, remains a strong growth driver, with our model portfolios accessible across a number of platforms. This program provides
advisors with customized evaluations, a suite of off-the-shelf models, and Shared CIO services, where advisors collaborate with our models
investment team to co-manage portfolios for their clients, with options for advisors to delegate trading, rebalancing, and tax optimization
tasks leveraging third-party service providers or platforms, providing flexibility and strategic alignment. We continue to expand our
reach with new clients and deepen partnerships with platforms such as Merrill Lynch, LPL Financial, UBS, Charles Schwab, Envestnet, Adhesion
and others. The number of advisors utilizing at least one of our models surpassed 2,500, reflecting steady progress as we build deeper
relationships, improve asset retention and create more stable, higher-quality revenue streams with significant growth potential.
Beyond traditional ETPs, we are diversifying
into blockchain and digital assets. Our blockchain-native wallet, WisdomTree Prime, provides direct-to-consumer access to digital assets,
including bitcoin, ether, tokenized gold, U.S. dollar tokens and 13 Digital Funds, while also enabling spending functionality through
a co-branded debit card. WisdomTree Connect supports institutional clients by offering direct access to our Digital Funds via self-hosted
wallet or third-party custodial wallets. Our focus on “responsible DeFi,” ensures our offerings meet regulatory standards
while delivering transparency, choice, and inclusivity. This expansion into digital assets complements our core strengths, will diversify
our revenue streams and contribute further to our growth.
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We remain committed to our long-term growth
strategy, anticipating that organic inflows and AUM growth will continue to drive margin expansion and performance. Additionally, we believe
our investments in digital assets are positioned to deliver further value for our stockholders over time.
Additional business highlights include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | We achieved strong product performance with over 80% of our U.S. listed AUM covered by Morningstar in the top quartile of peer performance on the 3-year timeframe and over 65% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 10-year timeframe. In addition, approximately 59% of our U.S. listed AUM is rated 4- or 5-star by Morningstar (less than 5% in 1-and 2-star funds). |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | We launched 14 new European listed ETPs and two new U.S. listed ETPs spanning all our major product categories. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | We celebrated the 10-year anniversary of WisdomTree in Europe. Since entering the region, we have been delivering differentiated and value-add solutions to European investors through a comprehensive range of ETPs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | With respect to our digital assets business: in March 2024, we were granted a charter from the New York State Department of Financial Services to operate as a limited purpose trust company under the New York Banking Law; in September 2024, we launched WisdomTree Connect, a platform that offers businesses and institutional users direct access to our Digital Funds using their own self-hosted wallet or a third-party custodial wallet service; and in October 2024, WisdomTree Prime users became able to select the WisdomTree Government Money Market Digital Fund (WTGXX) as a spending source for their WisdomTree Prime Visa Debit Card. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | In August 2024, we completed a private offering of $345.0 million in aggregate principal amount of our 3.25% Convertible Senior Notes due 2029 and concurrently repurchased (i) $104.2 million aggregate principal amount of our 5.75% Convertible Senior Notes due 2028, (ii) approximately 5.7 million shares of our common stock in open market transactions and (iii) all 14,750 shares of Series A Preferred Stock (equivalent to 14.75 million shares of our common stock) from ETFS Capital. These transactions were accretive to earnings per share. |
| Column 1 | Column 2 | Column 3 |
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| ● | In the U.S., we were named a “2024 Best Places to Work in Money Management” by Pensions & Investments for the fifth consecutive year and ranked second within the category for managers with 100-499 employees. In the U.K., we were also named Best Workplace for medium-sized companies for the fifth consecutive year and a 2024 Best Workplace for Women by Great Place to Work. |
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| ● | We were named “Best Leveraged & Inverse ETF Issuers ($1bn+)” at the ETF Express European ETF Awards and “Best ETF Provider” at the Diaman Quant Awards in Italy. Our European business also won “Best ETF Issuer” at the Online Money Awards, marking the third consecutive year of winning the award. |
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Market Environment
The following chart reflects the annual returns
of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
U.S. Listed ETF Industry Flows
U.S. listed ETF net flows for the year ended
December 31, 2024 were $867.9 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
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European Listed ETP Industry Flows
European listed ETP net flows were $98.4 billion
for the year ended December 31, 2024. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions
in the asset management industry have either been announced or completed. These trends have accelerated, as fee compression, cost pressures
and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s
market. We have significant opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets
and blockchain-enabled financial services, which positions us well for success to grow in this competitive landscape.
Components of Operating Revenue
Advisory fees
A significant portion of our revenues is comprised of advisory
fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. As of
the date of this Report, our weighted average fee rates by product category are as follows:
| Commodity & Currency: | 35bps | Leveraged & Inverse: | 81bps |
|---|---|---|---|
| International Developed Market Equity: | 49bps | Fixed Income: | 16bps |
| U.S. Equity: | 30bps | Alternatives: | 50bps |
| Emerging Market Equity: | 61bps | Cryptocurrency: | 32bps |
We determine the appropriate advisory fee to
charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service
providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary
waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing
certain fund expenses.
Our advisory fee revenues may fluctuate based
on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar,
increased competition and level of inflows or outflows from our ETPs.
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Other revenues
Other revenues include rebates from swap providers to our
European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and index
data to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of
costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses are expensed when
incurred and include salaries, incentive compensation, and related benefit costs. To attract and retain qualified personnel, we must maintain
competitive employee compensation and benefit plans and amounts we pay may be affected by inflation. Virtually all of our employees receive
incentive compensation which is variable and will fluctuate taking into consideration our operating and financial results, as well as
individual performance and discretion.
Also included in compensation and benefits are
costs related to equity awards granted to our employees. Our executive management and Board of Directors strongly believe that equity
awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in
the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation
expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated
fair value of the award and is recognized as an expense over the vesting period.
Fund management and administration
Fund management and administration expenses
are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs and Digital
Funds:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | portfolio management of our ETPs (sub-advisory); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | fund accounting and administration; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | custodial and storage services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | market making; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | transfer agency; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | accounting and tax services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | printing and mailing of shareholder materials; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | index calculation; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | indicative values; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | distribution fees; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | legal and compliance services; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | exchange listing fees; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | trustee fees and expenses; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | preparation of regulatory reports and filings; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | insurance; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | certain local income taxes; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | other administrative services. |
We are not responsible for extraordinary expenses,
taxes and certain other expenses related to the funds.
We depend on a number of parties to provide
critical administrative, custody and portfolio management services to our ETPs. The fees we pay our sub-advisers generally are the higher
of the fixed minimums per fund, which range from $25,000 to $180,000 per year, or the percentage fee, which ranges between 0.01% and 0.20%
per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based
on transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer
agency, index calculation, indicative values and exchange listing are based on the number of ETPs we have. The remaining fees are based
on a combination of both AUM and number of funds, or as incurred.
Marketing and advertising
Marketing and advertising expenses are recorded
when incurred and include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | marketing campaigns to attract WisdomTree Prime and WisdomTree Connect users; |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | development and maintenance of our website; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | creation and preparation of marketing materials. |
Our discretionary advertising comprises the
largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may
or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs,
they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are
recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | travel and entertainment or conference related expenses for our sales force; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | market data services for our research team; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | sales related software tools; |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | voluntary payment of certain costs associated with the creation or redemption of ETP shares, as we may elect from time to time; and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | legal and other advisory fees associated with the development of new funds or business initiatives. |
Contractual gold payments
Contractual gold payments expense represented
an obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically backed
gold ETPs. Our obligation to continue making these payments was terminated on May 10, 2023. See Note 9 to our Consolidated Financial Statements
for additional information.
Professional fees
Professional fees are expensed when incurred
and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources
or other consultants. Professional fees also include expenses we pay third-party service providers related to WisdomTree Prime and expenses
incurred in response to an activist campaign. These expenses fluctuate based on our needs or requirements at the time. Certain of these
costs are at our discretion and can fluctuate year to year.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results
from amortization of internally-developed software as well as depreciation on fixed assets, which are depreciated/amortized over three
to five years.
Third-party distribution fees
Third-party distribution fees, which are expensed
as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free
trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Other
Other expenses consist primarily of insurance
premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related
travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards we granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective
interest method which includes the amortization of discounts, premiums and issuance costs.
Revaluation/termination of deferred consideration–gold
payments
Deferred consideration arose in connection with
our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, or the
ETFS Acquisition, and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected
discount rate and perpetual growth rate. This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to
our Consolidated Financial Statements for additional information.
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Interest income
Interest income, which is recognized on an accrual
basis, arises from investing our corporate cash into interest-bearing financial instruments.
Other gains/(losses), net
Included herein are gains and losses arising
from our financial instruments owned and investments, the sale of gold earned from advisory fees paid by physically-backed gold ETPs,
foreign exchange and other miscellaneous items. Also included are losses arising from the release of tax-related indemnification assets
upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due
to federal, various state and local and certain foreign authorities.
Expense Guidance for the Year Ending December 31, 2025
Compensation to Revenue Ratio
Our compensation to revenue ratio for the year
ending December 31, 2025 is currently estimated to range from 28% to 30% and takes into consideration planned hires as well as year-end
compensation adjustments and the annualization of hires made during 2024. The range also considers variability in incentive compensation
with drivers including the magnitude of our flows, revenue and operating income growth, margin expansion and our stock price performance
in relation to our peers. A range is provided in consideration of uncertain market conditions.
Discretionary Spending
Discretionary spending includes marketing, sales,
professional fees, occupancy and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary
spending for the year ending December 31, 2025 to range from $68.0 million to $72.0 million.
Not included in the guidance above are any potential
non-recurring expenses we may incur in response to a potential proxy contest. Such expenses could be material to our results of operations
for the year ending December 31, 2025.
Gross Margin
We define gross margin as total operating revenues
less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues.
For the year ending December 31, 2025, we currently estimate that our gross margin percentage will be 81.0% to 82.0% taking into consideration
current AUM and revenue levels, changes in service providers and anticipated fund launches. If AUM increases, we would anticipate further
gross margin expansion.
Third-Party Distribution Expense
We currently estimate third-party distribution
expense to be approximately $11.0 million to $12.0 million for the year ending December 31, 2025, which is dependent upon the AUM growth
on our respective platforms.
Interest Expense
We currently estimate our interest expense for
the year ending December 31, 2025 to be $22.0 million, which is inclusive of approximately $2.0 million of interest cost we are required
to impute under U.S. GAAP related to our interest-free financing of the shares of Series C Non-Voting Convertible Preferred Stock (the
“Series C Preferred Stock”) we repurchased from Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of
the World Gold Council, in November 2023.
Interest Income
We currently estimate our interest income for
the year ending December 31, 2025 to be $7.0 million, based upon the magnitude of our forecasted interest earning assets.
Income Tax Expense
We currently estimate that our consolidated
normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2025, taking into consideration the
current distribution of profits among our U.S. and European businesses.
This estimated rate may change and is dependent
upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted.
Such items may include, but are not limited to, increases or decreases in valuation allowances and any stock-based compensation windfalls
or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
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Weighted Average Diluted Shares
We currently estimate our weighted average diluted
shares to be between 149.0 million and 150.0 million during the year ending December 31, 2025. This guidance does not take into consideration
any variability in shares associated with our Convertible Notes. While our Convertible Notes require principal to be paid in cash, our
diluted shares would need to be increased for any incremental shares associated with an exercise of the conversion option if our stock
price exceeds the applicable conversion price of our Convertible Notes of $9.54 per share for the 5.75% Convertible Senior Notes due 2028,
$11.04 per share for the 3.25% Convertible Senior Notes due 2026 and $11.82 per share for the 3.25% Convertible Senior Notes due 2029.
Factors that May Impact our Future Financial Results
Our AUM is well diversified across the commodity,
U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed
to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well
as the performance of these products.
Our revenues are also highly correlated to the
level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our
average advisory fee, which for the years ended December 31, 2022, 2023 and 2024 were 0.38%, 0.36% and 0.36%, respectively.
The chart below sets forth the asset mix of
our ETPs at December 31, 2022, 2023 and 2024:
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Key Operating Statistics
The following table presents key operating statistics
that serve as indicators for the performance of our business:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 100,124 | $ | 81,993 | $ | 77,479 | ||||||
| (Outflows)/Inflows | (348 | ) | 10,397 | 12,180 | ||||||||
| Market appreciation/(depreciation) | 10,003 | 7,734 | (7,666 | ) | ||||||||
| End of period assets | $ | 109,779 | $ | 100,124 | $ | 81,993 | ||||||
| Average assets during the period | $ | 108,417 | $ | 92,867 | $ | 76,969 | ||||||
| Average advisory fee during the period | 0.36% | 0.36% | 0.38% | |||||||||
| Number of ETPs—end of the period | 353 | 337 | 339 | |||||||||
| US LISTED ETFs (in millions) | ||||||||||||
| Beginning of period assets | $ | 72,486 | $ | 55,973 | $ | 48,210 | ||||||
| Inflows | 1,399 | 10,795 | 14,572 | |||||||||
| Market appreciation/(depreciation) | 5,210 | 5,718 | (6,809 | ) | ||||||||
| End of period assets | $ | 79,095 | $ | 72,486 | $ | 55,973 | ||||||
| Average assets during the period | $ | 78,588 | $ | 64,988 | $ | 49,723 | ||||||
| Number of ETPs—end of the period | 78 | 76 | 79 | |||||||||
| EUROPEAN LISTED ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 27,638 | $ | 26,020 | $ | 29,269 | ||||||
| Outflows | (1,747 | ) | (398 | ) | (2,392 | ) | ||||||
| Market appreciation/(depreciation) | 4,793 | 2,016 | (857 | ) | ||||||||
| End of period assets | $ | 30,684 | $ | 27,638 | $ | 26,020 | ||||||
| Average assets during the period | $ | 29,829 | $ | 27,879 | $ | 27,246 | ||||||
| Number of ETPs—end of the period | 275 | 261 | 260 | |||||||||
| PRODUCT CATEGORIES (in millions) | ||||||||||||
| U.S. Equity | ||||||||||||
| Beginning of period assets | $ | 29,156 | $ | 24,112 | $ | 23,860 | ||||||
| Inflows | 2,184 | 1,616 | 3,345 | |||||||||
| Market appreciation/(depreciation) | 4,074 | 3,428 | (3,093 | ) | ||||||||
| End of period assets | $ | 35,414 | $ | 29,156 | $ | 24,112 | ||||||
| Average assets during the period | $ | 32,596 | $ | 25,721 | $ | 22,881 | ||||||
| Commodity & Currency | ||||||||||||
| Beginning of period assets | $ | 21,336 | $ | 22,097 | $ | 24,599 | ||||||
| Outflows | (3,140 | ) | (1,774 | ) | (2,911 | ) | ||||||
| Market appreciation | 3,710 | 1,013 | 409 | |||||||||
| End of period assets | $ | 21,906 | $ | 21,336 | $ | 22,097 | ||||||
| Average assets during the period | $ | 22,070 | $ | 22,843 | $ | 23,406 | ||||||
| Fixed Income | ||||||||||||
| Beginning of period assets | $ | 21,197 | $ | 15,273 | $ | 4,356 | ||||||
| (Outflows)/inflows | (1,062 | ) | 5,939 | 11,299 | ||||||||
| Market depreciation | (92 | ) | (15 | ) | (382 | ) | ||||||
| End of period assets | $ | 20,043 | $ | 21,197 | $ | 15,273 | ||||||
| Average assets during the period | $ | 20,973 | $ | 19,804 | $ | 9,039 |
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| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| International Developed Market Equity | ||||||||||||
| Beginning of period assets | $ | 15,103 | $ | 10,195 | $ | 11,894 | ||||||
| Inflows | 1,522 | 2,852 | 101 | |||||||||
| Market appreciation/(depreciation) | 977 | 2,056 | (1,800 | ) | ||||||||
| End of period assets | $ | 17,602 | $ | 15,103 | $ | 10,195 | ||||||
| Average assets during the period | $ | 17,963 | $ | 12,824 | $ | 10,568 | ||||||
| Emerging Market Equity | ||||||||||||
| Beginning of period assets | $ | 10,726 | $ | 8,116 | $ | 10,375 | ||||||
| (Outflows)/inflows | (654 | ) | 1,678 | 27 | ||||||||
| Market appreciation/(depreciation) | 396 | 932 | (2,286 | ) | ||||||||
| End of period assets | $ | 10,468 | $ | 10,726 | $ | 8,116 | ||||||
| Average assets during the period | $ | 11,460 | $ | 9,287 | $ | 8,843 | ||||||
| Leveraged & Inverse | ||||||||||||
| Beginning of period assets | $ | 1,815 | $ | 1,754 | $ | 1,777 | ||||||
| (Outflows)/inflows | (66 | ) | (5 | ) | 192 | |||||||
| Market appreciation/(depreciation) | 175 | 66 | (215 | ) | ||||||||
| End of period assets | $ | 1,924 | $ | 1,815 | $ | 1,754 | ||||||
| Average assets during the period | $ | 1,923 | $ | 1,813 | $ | 1,704 | ||||||
| Cryptocurrency | ||||||||||||
| Beginning of period assets | $ | 414 | $ | 136 | $ | 357 | ||||||
| Inflows | 749 | 50 | 36 | |||||||||
| Market appreciation/(depreciation) | 749 | 228 | (257 | ) | ||||||||
| End of period assets | $ | 1,912 | $ | 414 | $ | 136 | ||||||
| Average assets during the period | $ | 997 | $ | 247 | $ | 230 | ||||||
| Alternatives | ||||||||||||
| Beginning of period assets | $ | 377 | $ | 310 | $ | 261 | ||||||
| Inflows | 119 | 41 | 91 | |||||||||
| Market appreciation/(depreciation) | 14 | 26 | (42 | ) | ||||||||
| End of period assets | $ | 510 | $ | 377 | $ | 310 | ||||||
| Average assets during the period | $ | 435 | $ | 328 | $ | 298 | ||||||
| Headcount | 313 | 303 | 273 |
Note: Previously issued statistics may be restated
due to fund closures and trade adjustments
Source: WisdomTree
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Year Ended December 31, 2024 Compared to Year Ended December 31,
2023
Selected Operating and Financial Information
| Year Ended December 31, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Change | Percent Change | |||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 108,417 | $ | 92,867 | $ | 15,550 | 16.7 | % | ||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees | $ | 395,362 | $ | 333,227 | $ | 62,135 | 18.6 | % | ||||||||
| Other revenues | 32,375 | 15,808 | 16,567 | 104.8 | % | |||||||||||
| Total revenues | $ | 427,737 | $ | 349,035 | $ | 78,702 | 22.5 | % |
Operating Revenues
Advisory fees
Advisory fee revenues increased 18.6% from $333.2
million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM. Our
average advisory fee remained 0.36%, unchanged from the year ended December 31, 2023.
Other revenues
Other revenues increased 104.8% from $15.8 million
during the year ended December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable
to our European listed ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with
the SEC ESG Settlement that are expected to be covered by insurance.
Operating Expenses
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 121,281 | $ | 109,532 | $ | 11,749 | 10.7 | % | ||||||||
| Fund management and administration | 83,963 | 71,348 | 12,615 | 17.7 | % | |||||||||||
| Marketing and advertising | 20,532 | 17,256 | 3,276 | 19.0 | % | |||||||||||
| Sales and business development | 14,817 | 13,584 | 1,233 | 9.1 | % | |||||||||||
| Contractual gold payments | — | 6,069 | (6,069 | ) | n/a | |||||||||||
| Professional fees | 21,098 | 18,969 | 2,129 | 11.2 | % | |||||||||||
| Occupancy, communications and equipment | 5,344 | 4,684 | 660 | 14.1 | % | |||||||||||
| Depreciation and amortization | 1,752 | 872 | 880 | 100.9 | % | |||||||||||
| Third-party distribution fees | 11,138 | 9,377 | 1,761 | 18.8 | % | |||||||||||
| Other | 10,519 | 9,852 | 667 | 6.8 | % | |||||||||||
| Total operating expenses | $ | 290,444 | $ | 261,543 | $ | 28,901 | 11.1 | % |
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| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2024 | 2023 | |||||
| Compensation and benefits | 28.4% | 31.6% | |||||
| Fund management and administration | 19.6% | 20.4% | |||||
| Marketing and advertising | 4.8% | 4.9% | |||||
| Sales and business development | 3.5% | 3.9% | |||||
| Contractual gold payments | — | 1.7% | |||||
| Professional fees | 4.9% | 5.4% | |||||
| Occupancy, communications and equipment | 1.2% | 1.3% | |||||
| Depreciation and amortization | 0.4% | 0.2% | |||||
| Third-party distribution fees | 2.6% | 2.7% | |||||
| Other | 2.5% | 2.8% | |||||
| Total operating expenses | 67.9% | 74.9% |
Compensation and benefits
Compensation and benefits expense increased
10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher
stock-based compensation, incentive compensation and headcount. Headcount was 303 and 313 at December 31, 2023 and 2024, respectively.
Fund management and administration
Fund management and administration expense increased
17.7% from $71.3 million during the year ended December 31, 2023 to $84.0 million during the year ended December 31, 2024 primarily due
to higher average AUM. We had 76 U.S. listed ETFs and 261 European listed ETPs at December 31, 2023 compared to 78 U.S. listed ETFs and
275 European listed ETPs at December 31, 2024.
Marketing and advertising
Marketing and advertising expense increased
19.0% from $17.3 million during the year ended December 31, 2023 to $20.5 million during the year ended December 31, 2024 primarily
resulting from higher spending related to our U.S. listed and digital products.
Sales and business development
Sales and business development expense increased
9.1% from $13.6 million during the year ended December 31, 2023 to $14.8 million during the year ended December 31, 2024 primarily resulting
from increases in travel and events spending.
Contractual gold payments
There was no contractual gold payments expense
recognized during the year ended December 31, 2024 due to the termination of our deferred consideration—gold payments obligation
on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees increased 11.2% from $19.0 million
during the year ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other
related expenses expected to be covered by insurance that were incurred in connection with the SEC ESG Settlement, partly offset by lower
expenses incurred in response to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 14.1% from $4.7 million during the year ended December 31, 2023 to $5.3 million during the year ended December 31, 2024 due
to the increased cost of renewed office leases.
Depreciation and amortization
Depreciation and amortization expense increased
100.9% from $0.9 million during the year ended December 31, 2023 to $1.8 million during the year ended December 31, 2024 due to higher
amortization of software development costs.
Third-party distribution fees
Third-party distribution fees increased 18.8%
from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth
in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach.
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Other
Other expenses increased 6.8% from $9.9 million
during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and
travel-related expenses.
Other Income/(Expenses)
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2024 | 2023 | Change | Change | ||||||||||||
| Interest expense | $ | (18,911 | ) | $ | (15,242 | ) | $ | (3,669 | ) | 24.1 | % | |||||
| Gain on revaluation/termination of deferred consideration—gold payments | — | 61,953 | (61,953 | ) | n/a | |||||||||||
| Interest income | 6,778 | 4,099 | 2,679 | 65.4 | % | |||||||||||
| Impairments | — | (7,942 | ) | 7,942 | n/a | |||||||||||
| Loss on extinguishment of convertible notes | (30,632 | ) | (9,721 | ) | (20,911 | ) | 215.1 | % | ||||||||
| Other gains/(losses), net | 874 | (1,631 | ) | 2,505 | (153.6 | %) | ||||||||||
| Total other income/(expenses), net | $ | (41,891 | ) | $ | 31,516 | $ | (73,407 | ) | (232.9 | %) |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2024 | 2023 | ||||||
| Interest expense | (4.4% | ) | (4.4% | ) | ||||
| Gain on revaluation/termination of deferred consideration—gold payments | — | 17.8% | ||||||
| Interest income | 1.6% | 1.2% | ||||||
| Impairments | — | (2.3% | ) | |||||
| Loss on extinguishment of convertible notes | (7.2% | ) | (2.8% | ) | ||||
| Other gains/(losses), net | 0.2% | (0.5% | ) | |||||
| Total other income/(expenses), net | (9.8% | ) | 9.0% |
Interest expense
Interest expense increased 24.1% from $15.2
million during the year ended December 31, 2023 to $18.9 million during the year ended December 31, 2024 due to a higher level of debt
outstanding, partly offset by a lower average interest rate.
Our effective interest rate on our outstanding
Convertible Notes during the years ended December 31, 2023 and 2024 was 4.9% and 4.5%, respectively.
Gain on revaluation/termination of deferred consideration
No gains or losses on revaluation/termination
of deferred consideration—gold payments were recognized during the year ended December 31, 2024, as this obligation was terminated
on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income increased 65.4% from $4.1 million
during the year ended December 31, 2023 to $6.8 million during the year ended December 31, 2024 due to a higher level of interest-bearing
assets.
Impairments
No impairments were recognized during the year
ended December 31, 2024, while during the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily
related to our investment in Securrency, Inc. upon the sale of Securrency, Inc. to an unrelated third party. (See Notes 7 and 26 to our
Consolidated Financial Statements).
Other losses, net
Other gains/(losses), net were ($1.6) million
and $0.9 million during the years ended December 31, 2023 and 2024, respectively. The current year includes a $4.0 million civil money
penalty in connection with the SEC ESG Settlement. Also included are net gains of $4.9 million and net losses of $1.1 million on our financial
instruments owned and our investments, respectively. Gains and losses also generally arise from the sale of gold earned from advisory
fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
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Income Taxes
Our effective income tax rate for 2024 was 30.1%,
resulting in an income tax expense of $28.7 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a
non-deductible loss on extinguishment of convertible notes, a non-deductible civil money penalty of $4.0 million in connection with the
SEC ESG Settlement and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Our effective income tax rate for 2023 was 13.8%,
resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due
to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the
release of a tax-related indemnification asset and a lower tax rate on foreign earnings. These items were partly offset by a non-deductible
loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax
asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
Year Ended December 31, 2023 Compared to Year Ended December 31,
2022
Selected Operating and Financial Information
| Year Ended December 31, | Percent | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Change | Change | ||||||||||||
| AUM (in millions) | |||||||||||||||
| Average AUM | $ | 92,867 | $ | 76,969 | $ | 15,898 | 20.7% | ||||||||
| Operating Revenues (in thousands) | |||||||||||||||
| Advisory fees | $ | 333,227 | $ | 293,632 | $ | 39,595 | 13.5% | ||||||||
| Other revenues | 15,808 | 7,713 | 8,095 | 105.0% | |||||||||||
| Total revenues | $ | 349,035 | $ | 301,345 | $ | 47,690 | 15.8% |
Operating Revenues
Advisory fees
Advisory fee revenues increased 13.5% from $293.6
million during the year ended December 31, 2022 to $333.2 million during the year ended December 31, 2023 as higher average AUM was partially
offset by a decline in our average advisory fee. Our average advisory fee declined from 0.38% during the year ended December 31, 2022
to 0.36% during the year ended December 31, 2023.
Other revenues
Other revenues increased 105.0% from $7.7 million
during the year ended December 31, 2022 to $15.8 million during the year ended December 31, 2023 primarily due to higher other revenues
attributable to our European listed ETPs.
Operating Expenses
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 109,532 | $ | 97,897 | $ | 11,635 | 11.9% | |||||||||
| Fund management and administration | 71,348 | 64,761 | 6,587 | 10.2% | ||||||||||||
| Marketing and advertising | 17,256 | 15,302 | 1,954 | 12.8% | ||||||||||||
| Sales and business development | 13,584 | 11,871 | 1,713 | 14.4% | ||||||||||||
| Contractual gold payments | 6,069 | 17,108 | (11,039 | ) | (64.5% | ) | ||||||||||
| Professional fees | 18,969 | 13,800 | 5,169 | 37.5% | ||||||||||||
| Occupancy, communications and equipment | 4,684 | 3,898 | 786 | 20.2% | ||||||||||||
| Depreciation and amortization | 872 | 262 | 610 | 232.8% | ||||||||||||
| Third-party distribution fees | 9,377 | 7,656 | 1,721 | 22.5% | ||||||||||||
| Other | 9,852 | 8,705 | 1,147 | 13.2% | ||||||||||||
| Total operating expenses | $ | 261,543 | $ | 241,260 | $ | 20,283 | 8.4% |
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| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2023 | 2022 | ||||||
| Compensation and benefits | 31.6 | % | 32.5 | % | ||||
| Fund management and administration | 20.4 | % | 21.5 | % | ||||
| Marketing and advertising | 4.9 | % | 5.1 | % | ||||
| Sales and business development | 3.9 | % | 3.9 | % | ||||
| Contractual gold payments | 1.7 | % | 5.7 | % | ||||
| Professional fees | 5.4 | % | 4.6 | % | ||||
| Occupancy, communications and equipment | 1.3 | % | 1.3 | % | ||||
| Depreciation and amortization | 0.2 | % | 0.1 | % | ||||
| Third-party distribution fees | 2.7 | % | 2.5 | % | ||||
| Other | 2.8 | % | 2.9 | % | ||||
| Total operating expenses | 74.9 | % | 80.1 | % |
Compensation and benefits
Compensation and benefits expense increased
11.9% from $97.9 million during the year ended December 31, 2022 to $109.5 million during the year ended December 31, 2023 due to higher
stock-based compensation and headcount. Headcount was 273 and 303 at December 31, 2022 and 2023, respectively.
Fund management and administration
Fund management and administration expense increased
10.2% from $64.8 million during the year ended December 31, 2022 to $71.3 million during the year ended December 31, 2023 primarily due
to higher average AUM and inflows. We had 79 U.S. listed ETFs and 260 European listed ETPs at December 31, 2022 compared to 76 U.S. listed
ETFs and 261 European listed ETPs at December 31, 2023.
Marketing and advertising
Marketing and advertising expense increased
12.8% from $15.3 million during the year ended December 31, 2022 to $17.3 million during the year ended December 31, 2023 primarily
resulting from higher spending related to our U.S. listed products.
Sales and business development
Sales and business development expense increased
14.4% from $11.9 million during the year ended December 31, 2022 to $13.6 million during the year ended December 31, 2023 primarily resulting
from increases in travel and events spending.
Contractual gold payments
Contractual gold payments expense decreased
64.5% from $17.1 million during the year ended December 31, 2022 to $6.1 million during the year ended December 31, 2023 due to the
termination of our deferred consideration—gold payments obligation on May 10, 2023. See Note 9 to our Consolidated Financial Statements
for additional information.
Professional fees
Professional fees increased 37.5% from $13.8 million
during the year ended December 31, 2022 to $19.0 million during the year ended December 31, 2023 due to higher expenses related to our
digital assets business, as well as expenses incurred to terminate our deferred consideration—gold payments obligation and higher
expenses related to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 20.2% from $3.9 million during the year ended December 31, 2022 to $4.7 million during the year ended December 31, 2023 as our
New York office lease became effective in May 2022.
Depreciation and amortization
Depreciation and amortization expense increased
232.8% from $0.3 million during the year ended December 31, 2022 to $0.9 million during the year ended December 31, 2023 due to amortization
of software development costs.
Third-party distribution fees
Third-party distribution fees increased 22.5%
from $7.7 million during the year ended December 31, 2022 to $9.4 million during the year ended December 31, 2023 primarily due to AUM
growth we are experiencing in Latin America.
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Other
Other expenses increased 13.2% from $8.7 million
during the year ended December 31, 2022 to $9.9 million during the year ended December 31, 2023 primarily due to higher travel, public
relations and Board of Directors expenses.
Other Income/(Expenses)
| Year Ended December 31, | Percent | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2023 | 2022 | Change | Change | ||||||||||||
| Interest expense | $ | (15,242 | ) | $ | (14,935 | ) | $ | (307 | ) | 2.1 | % | |||||
| Gain on revaluation/termination of deferred consideration—gold payments | 61,953 | 27,765 | 34,188 | 123.1 | % | |||||||||||
| Interest income | 4,099 | 3,320 | 779 | 23.5 | % | |||||||||||
| Impairments | (7,942 | ) | — | (7,942 | ) | n/a | ||||||||||
| Loss on extinguishment of convertible notes | (9,721 | ) | — | (9,721 | ) | n/a | ||||||||||
| Other losses, net | (1,631 | ) | (36,285 | ) | 34,654 | 95.5 | % | |||||||||
| Total other income/(expenses), net | $ | 31,516 | $ | (20,135 | ) | $ | 51,651 | 256.5 | % |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2023 | 2022 | ||||||
| Interest expense | (4.4 | %) | (5.0 | %) | ||||
| Gain on revaluation/termination of deferred consideration—gold payments | 17.8 | % | 9.2 | % | ||||
| Interest income | 1.2 | % | 1.1 | % | ||||
| Impairments | (2.3 | %) | — | |||||
| Loss on extinguishment of convertible notes | (2.8 | %) | — | |||||
| Other losses, net | (0.5 | %) | (12.0 | %) | ||||
| Total other income/(expenses), net | 9.0 | % | (6.7 | %) |
Interest expense
Interest expense was essentially unchanged during
the year ended December 31, 2023.
Our effective interest rate on our outstanding
convertible notes during the years ended December 31, 2022 and 2023 was 4.6% and 4.9%, respectively.
Gain on revaluation/termination of deferred consideration
We recognized a gain on revaluation/termination
of deferred consideration—gold payments of $27.8 million and $62.0 million during the years ended December 31, 2022 and 2023, respectively.
This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for
additional information.
Interest income
Interest income increased 23.5% from $3.3 million
during the year ended December 31, 2022 to $4.1 million during the year ended December 31, 2023 due to rising interest rates, partially
offset by a decrease in our interest-bearing assets.
Impairments
During the year ended December 31, 2023, we
recognized a non-cash impairment charge of $7.9 million primarily related to our investment in Securrency, Inc. upon the sale of Securrency,
Inc. to an unrelated third party. (See Notes 7, 8, 13 and 26 to our Consolidated Financial Statements).
Other losses, net
Other losses, net were $36.3 million and $1.6
million during the years ended December 31, 2022 and 2023, respectively. This includes a charge of $19.9 million and $1.4 million during
the years ended December 31, 2022 and 2023, respectively, arising from the release of a tax-related indemnification asset upon the expiration
of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the years ended December
31, 2022 and 2023, we also recognized losses on our financial instruments owned and investments of $16.9 million and $0.7 million, respectively.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign
exchange fluctuations and other miscellaneous items.
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Income Taxes
Our effective income tax rate for 2023 was 13.8%,
resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due
to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the
release of the tax-related indemnification asset described above and a lower tax rate on foreign earnings. These items were partly offset
by a non-deductible loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase
in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
Our effective income tax rate for the year ended
December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million. Our tax rate differs from the federal statutory
rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification
asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred
consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation
allowance on losses recognized on financial instruments owned.
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Quarterly Results
The following tables set forth our unaudited
consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated
quarterly operating data for the quarters in 2024 and 2023. In our opinion, this unaudited information has been prepared on substantially
the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of
normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated
quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report.
The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
| (in thousands, except per share amounts) | Q4/24 | Q3/24 | Q2/24 | Q1/24 | Q4/23 | Q3/23 | Q2/23 | Q1/23 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenues: | ||||||||||||||||||||||||||||||||
| Advisory fees | $ | 102,264 | $ | 101,659 | $ | 98,938 | $ | 92,501 | $ | 86,988 | $ | 86,598 | $ | 82,004 | $ | 77,637 | ||||||||||||||||
| Other revenues | 8,433 | 11,509 | 8,096 | 4,337 | 3,856 | 3,825 | 3,720 | 4,407 | ||||||||||||||||||||||||
| Total revenues | 110,697 | 113,168 | 107,034 | 96,838 | 90,844 | 90,423 | 85,724 | 82,044 | ||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 30,032 | 29,405 | 30,790 | 31,054 | 27,860 | 27,955 | 26,319 | 27,398 | ||||||||||||||||||||||||
| Fund management and administration | 22,858 | 21,004 | 20,139 | 19,962 | 18,445 | 18,023 | 17,727 | 17,153 | ||||||||||||||||||||||||
| Marketing and advertising | 6,117 | 4,897 | 5,110 | 4,408 | 4,951 | 3,833 | 4,465 | 4,007 | ||||||||||||||||||||||||
| Sales and business development | 4,101 | 3,465 | 3,640 | 3,611 | 3,881 | 3,383 | 3,326 | 2,994 | ||||||||||||||||||||||||
| Contractual gold payments | — | — | — | — | — | — | 1,583 | 4,486 | ||||||||||||||||||||||||
| Professional fees | 4,559 | 6,315 | 6,594 | 3,630 | 3,201 | 3,719 | 8,334 | 3,715 | ||||||||||||||||||||||||
| Occupancy, communications and equipment | 1,423 | 1,397 | 1,314 | 1,210 | 1,208 | 1,203 | 1,172 | 1,101 | ||||||||||||||||||||||||
| Depreciation and amortization | 504 | 447 | 418 | 383 | 335 | 307 | 121 | 109 | ||||||||||||||||||||||||
| Third-party distribution fees | 3,161 | 2,983 | 2,687 | 2,307 | 2,549 | 2,694 | 1,881 | 2,253 | ||||||||||||||||||||||||
| Other | 2,902 | 2,463 | 2,831 | 2,323 | 2,379 | 2,601 | 2,615 | 2,257 | ||||||||||||||||||||||||
| Total operating expenses | 75,657 | 72,376 | 73,523 | 68,888 | 64,809 | 63,718 | 67,543 | 65,473 | ||||||||||||||||||||||||
| Operating income | 35,040 | 40,792 | 33,511 | 27,950 | 26,035 | 26,705 | 18,181 | 16,571 | ||||||||||||||||||||||||
| Other Income/(Expenses): | ||||||||||||||||||||||||||||||||
| Interest expense | (5,616 | ) | (5,027 | ) | (4,140 | ) | (4,128 | ) | (3,758 | ) | (3,461 | ) | (4,021 | ) | (4,002 | ) | ||||||||||||||||
| Gain on revaluation/termination of deferred consideration | — | — | — | — | — | — | 41,361 | 20,592 | ||||||||||||||||||||||||
| Interest income | 2,147 | 1,795 | 1,438 | 1,398 | 1,225 | 791 | 1,000 | 1,083 | ||||||||||||||||||||||||
| Impairments | — | — | — | — | (339 | ) | (2,703 | ) | — | (4,900 | ) | |||||||||||||||||||||
| Loss on extinguishment of convertible notes | — | (30,632 | ) | — | — | — | — | — | (9,721 | ) | ||||||||||||||||||||||
| Other gains and losses, net | 2,627 | (3,062 | ) | (1,283 | ) | 2,592 | 1,602 | (2,512 | ) | 1,286 | (2,007 | ) | ||||||||||||||||||||
| Income before income taxes | 34,198 | 3,866 | 29,526 | 27,812 | 24,765 | 18,820 | 57,807 | 17,616 | ||||||||||||||||||||||||
| Income tax expense | 6,890 | 8,351 | 7,767 | 5,701 | 5,688 | 5,836 | 3,555 | 1,383 | ||||||||||||||||||||||||
| Net income/(loss) | $ | 27,308 | $ | (4,485 | ) | $ | 21,759 | $ | 22,111 | $ | 19,077 | $ | 12,984 | $ | 54,252 | $ | 16,233 | |||||||||||||||
| Earnings/(loss) per share—basic | $ | 0.19 | $ | (0.13 | ) | $ | 0.13 | $ | 0.14 | $ | 0.16 | $ | 0.07 | $ | 0.32 | $ | 0.10 | |||||||||||||||
| Earnings/(loss) per share—diluted | $ | 0.18 | $ | (0.13 | ) | $ | 0.13 | $ | 0.13 | $ | 0.16 | $ | 0.07 | $ | 0.32 | $ | 0.10 | |||||||||||||||
| Dividends per common share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 |
| Column 1 | Column 2 |
|---|---|
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| Q4/24 | Q3/24 | Q2/24 | Q1/24 | Q4/23 | Q3/23 | Q2/23 | Q1/23 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of Total Revenues | ||||||||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||||||||
| Advisory fees | 92.4 | % | 89.8 | % | 92.4 | % | 95.5 | % | 95.8 | % | 95.8 | % | 95.7 | % | 94.6 | % | ||||||||||||||||
| Other revenues | 7.6 | % | 10.2 | % | 7.6 | % | 4.5 | % | 4.2 | % | 4.2 | % | 4.3 | % | 5.4 | % | ||||||||||||||||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 27.1 | % | 26.0 | % | 28.8 | % | 32.1 | % | 30.6 | % | 31.0 | % | 30.7 | % | 33.5 | % | ||||||||||||||||
| Fund management and administration | 20.6 | % | 18.6 | % | 18.8 | % | 20.6 | % | 20.3 | % | 20.0 | % | 20.7 | % | 20.9 | % | ||||||||||||||||
| Marketing and advertising | 5.5 | % | 4.3 | % | 4.8 | % | 4.6 | % | 5.5 | % | 4.2 | % | 5.2 | % | 4.9 | % | ||||||||||||||||
| Sales and business development | 3.7 | % | 3.1 | % | 3.4 | % | 3.7 | % | 4.3 | % | 3.7 | % | 3.9 | % | 3.6 | % | ||||||||||||||||
| Contractual gold payments | — | — | — | — | — | n/a | 1.8 | % | 5.5 | % | ||||||||||||||||||||||
| Professional fees | 4.1 | % | 5.6 | % | 6.2 | % | 3.7 | % | 3.5 | % | 4.1 | % | 9.7 | % | 4.5 | % | ||||||||||||||||
| Occupancy, communications and equipment | 1.3 | % | 1.2 | % | 1.2 | % | 1.2 | % | 1.3 | % | 1.3 | % | 1.4 | % | 1.3 | % | ||||||||||||||||
| Depreciation and amortization | 0.5 | % | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | 0.3 | % | 0.1 | % | 0.1 | % | ||||||||||||||||
| Third-party distribution fees | 2.9 | % | 2.6 | % | 2.5 | % | 2.4 | % | 2.8 | % | 3.0 | % | 2.2 | % | 2.7 | % | ||||||||||||||||
| Other | 2.6 | % | 2.2 | % | 2.6 | % | 2.4 | % | 2.6 | % | 2.9 | % | 3.1 | % | 2.8 | % | ||||||||||||||||
| Total operating expenses | 68.3 | % | 64.0 | % | 68.7 | % | 71.1 | % | 71.3 | % | 70.5 | % | 78.8 | % | 79.8 | % | ||||||||||||||||
| Operating income | 31.7 | % | 36.0 | % | 31.3 | % | 28.9 | % | 28.7 | % | 29.5 | % | 21.2 | % | 20.2 | % | ||||||||||||||||
| Other Income/(Expenses) | ||||||||||||||||||||||||||||||||
| Interest expense | (5.1 | %) | (4.4 | %) | (3.8 | %) | (4.2 | %) | (4.1 | %) | (3.8 | %) | (4.7 | %) | (4.9 | %) | ||||||||||||||||
| Gain on revaluation/termination of deferred consideration | — | — | — | — | — | — | 48.2 | % | 25.1 | % | ||||||||||||||||||||||
| Interest income | 1.9 | % | 1.6 | % | 1.3 | % | 1.4 | % | 1.3 | % | 0.9 | % | 1.2 | % | 1.3 | % | ||||||||||||||||
| Impairments | — | — | — | — | (0.4 | %) | (3.0 | %) | — | (6.0 | %) | |||||||||||||||||||||
| Loss on extinguishment of convertible notes | — | (27.1 | %) | — | — | — | — | — | (11.8 | %) | ||||||||||||||||||||||
| Other gains and losses, net | 2.4 | % | (2.7 | %) | (1.2 | %) | 2.7 | % | 1.8 | % | (2.8 | %) | 1.5 | % | (2.4 | %) | ||||||||||||||||
| Income before income taxes | 30.9 | % | 3.4 | % | 27.6 | % | 28.7 | % | 27.3 | % | 20.9 | % | 67.4 | % | 21.5 | % | ||||||||||||||||
| Income tax expense | 6.2 | % | 7.4 | % | 7.3 | % | 5.9 | % | 6.3 | % | 6.5 | % | 4.1 | % | 1.7 | % | ||||||||||||||||
| Net income/(loss) | 24.7 | % | (4.0 | %) | 20.3 | % | 22.8 | % | 21.0 | % | 14.4 | % | 63.3 | % | 19.8 | % |
| Column 1 | Column 2 |
|---|---|
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| Q4/24 | Q3/24 | Q2/24 | Q1/24 | Q4/23 | Q3/23 | Q2/23 | Q1/23 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Statistics | ||||||||||||||||||||||||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 112,577 | $ | 109,686 | $ | 107,230 | $ | 100,124 | $ | 93,735 | $ | 93,666 | $ | 90,740 | $ | 81,993 | ||||||||||||||||
| (Outflows)/inflows | (281 | ) | (2,395 | ) | 340 | 1,988 | (255 | ) | 1,983 | 2,328 | 6,341 | |||||||||||||||||||||
| Market (depreciation)/appreciation | (2,517 | ) | 5,286 | 2,116 | 5,118 | 6,644 | (1,914 | ) | 598 | 2,406 | ||||||||||||||||||||||
| End of period assets | $ | 109,779 | $ | 112,577 | $ | 109,686 | $ | 107,230 | $ | 100,124 | $ | 93,735 | $ | 93,666 | $ | 90,740 | ||||||||||||||||
| Average assets during the period | $ | 112,349 | $ | 110,369 | $ | 108,479 | $ | 102,461 | $ | 96,641 | $ | 95,743 | $ | 91,578 | $ | 87,508 | ||||||||||||||||
| Average advisory fee during the period | 0.36 | % | 0.37 | % | 0.37 | % | 0.36 | % | 0.36 | % | 0.36 | % | 0.36 | % | 0.36 | % | ||||||||||||||||
| Number of ETPs—end of the period | 353 | 352 | 350 | 338 | 337 | 344 | 344 | 341 | ||||||||||||||||||||||||
| U.S. LISTED ETFs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 81,267 | $ | 79,722 | $ | 78,087 | $ | 72,486 | $ | 68,018 | $ | 65,903 | $ | 61,283 | $ | 55,973 | ||||||||||||||||
| (Outflows)/inflows | (40 | ) | (1,650 | ) | 1,106 | 1,983 | (67 | ) | 3,601 | 3,249 | 4,012 | |||||||||||||||||||||
| Market (depreciation)/appreciation | (2,132 | ) | 3,195 | 529 | 3,618 | 4,535 | (1,486 | ) | 1,371 | 1,298 | ||||||||||||||||||||||
| End of period assets | $ | 79,095 | $ | 81,267 | $ | 79,722 | $ | 78,087 | $ | 72,486 | $ | 68,018 | $ | 65,903 | $ | 61,283 | ||||||||||||||||
| Average assets during the period | $ | 80,661 | $ | 80,335 | $ | 78,523 | $ | 74,831 | $ | 69,801 | $ | 68,008 | $ | 62,712 | $ | 59,430 | ||||||||||||||||
| Number of ETFs—end of the period | 78 | 78 | 78 | 77 | 76 | 80 | 80 | 80 | ||||||||||||||||||||||||
| EUROPEAN LISTED ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 31,310 | $ | 29,964 | $ | 29,143 | $ | 27,638 | $ | 25,717 | $ | 27,763 | $ | 29,457 | $ | 26,020 | ||||||||||||||||
| (Outflows)/inflows | (241 | ) | (745 | ) | (766 | ) | 5 | (188 | ) | (1,618 | ) | (921 | ) | 2,329 | ||||||||||||||||||
| Market (depreciation)/appreciation | (385 | ) | 2,091 | 1,587 | 1,500 | 2,109 | (428 | ) | (773 | ) | 1,108 | |||||||||||||||||||||
| End of period assets | $ | 30,684 | $ | 31,310 | $ | 29,964 | $ | 29,143 | $ | 27,638 | $ | 25,717 | $ | 27,763 | $ | 29,457 | ||||||||||||||||
| Average assets during the period | $ | 31,688 | $ | 30,034 | $ | 29,956 | $ | 27,630 | $ | 26,840 | $ | 27,735 | $ | 28,866 | $ | 28,078 | ||||||||||||||||
| Number of ETPs—end of the period | 275 | 274 | 272 | 261 | 261 | 264 | 264 | 261 | ||||||||||||||||||||||||
| PRODUCT CATEGORIES | ||||||||||||||||||||||||||||||||
| U.S. Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 34,643 | $ | 31,834 | $ | 31,670 | $ | 29,156 | $ | 25,643 | $ | 26,001 | $ | 24,534 | $ | 24,112 | ||||||||||||||||
| Inflows/(outflows) | 1,099 | 328 | 221 | 536 | 487 | 864 | 414 | (149 | ) | |||||||||||||||||||||||
| Market (depreciation)/appreciation | (328 | ) | 2,481 | (57 | ) | 1,978 | 3,026 | (1,222 | ) | 1,053 | 571 | |||||||||||||||||||||
| End of period assets | $ | 35,414 | $ | 34,643 | $ | 31,834 | $ | 31,670 | $ | 29,156 | $ | 25,643 | $ | 26,001 | $ | 24,534 | ||||||||||||||||
| Average assets during the period | $ | 35,714 | $ | 33,175 | $ | 31,339 | $ | 30,154 | $ | 26,928 | $ | 26,501 | $ | 24,732 | $ | 24,725 | ||||||||||||||||
| Commodity & Currency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 23,034 | $ | 21,987 | $ | 21,944 | $ | 21,336 | $ | 20,466 | $ | 22,384 | $ | 24,924 | $ | 22,097 | ||||||||||||||||
| (Outflows)/inflows | (440 | ) | (741 | ) | (1,499 | ) | (460 | ) | (449 | ) | (1,815 | ) | (1,513 | ) | 2,003 | |||||||||||||||||
| Market (depreciation)/appreciation | (688 | ) | 1,788 | 1,542 | 1,068 | 1,319 | (103 | ) | (1,027 | ) | 824 | |||||||||||||||||||||
| End of period assets | $ | 21,906 | $ | 23,034 | $ | 21,987 | $ | 21,944 | $ | 21,336 | $ | 20,466 | $ | 22,384 | $ | 24,924 | ||||||||||||||||
| Average assets during the period | $ | 22,989 | $ | 22,016 | $ | 22,437 | $ | 20,837 | $ | 21,254 | $ | 22,278 | $ | 24,033 | $ | 23,807 | ||||||||||||||||
| Fixed Income | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 20,767 | $ | 21,430 | $ | 21,218 | $ | 21,197 | $ | 21,797 | $ | 20,215 | $ | 18,708 | $ | 15,273 | ||||||||||||||||
| (Outflows)/inflows | (387 | ) | (897 | ) | 236 | (14 | ) | (715 | ) | 1,670 | 1,471 | 3,513 | ||||||||||||||||||||
| Market (depreciation)/appreciation | (337 | ) | 234 | (24 | ) | 35 | 115 | (88 | ) | 36 | (78 | ) | ||||||||||||||||||||
| End of period assets | $ | 20,043 | $ | 20,767 | $ | 21,430 | $ | 21,218 | $ | 21,197 | $ | 21,797 | $ | 20,215 | $ | 18,708 | ||||||||||||||||
| Average assets during the period | $ | 20,398 | $ | 21,135 | $ | 21,277 | $ | 21,082 | $ | 21,889 | $ | 20,965 | $ | 19,185 | $ | 17,176 | ||||||||||||||||
| International Developed Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 18,075 | $ | 19,385 | $ | 18,103 | $ | 15,103 | $ | 13,902 | $ | 13,423 | $ | 11,433 | $ | 10,195 | ||||||||||||||||
| Inflows/(outflows) | 63 | (1,391 | ) | 1,253 | 1,597 | 9 | 799 | 1,594 | 450 | |||||||||||||||||||||||
| Market (depreciation)/appreciation | (536 | ) | 81 | 29 | 1,403 | 1,192 | (320 | ) | 396 | 788 | ||||||||||||||||||||||
| End of period assets | $ | 17,602 | $ | 18,075 | $ | 19,385 | $ | 18,103 | $ | 15,103 | $ | 13,902 | $ | 13,423 | $ | 11,433 | ||||||||||||||||
| Average assets during the period | $ | 17,716 | $ | 18,636 | $ | 18,809 | $ | 16,691 | $ | 14,267 | $ | 13,873 | $ | 12,276 | $ | 10,879 |
| Column 1 | Column 2 |
|---|---|
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| Q4/24 | Q3/24 | Q2/24 | Q1/24 | Q4/23 | Q3/23 | Q2/23 | Q1/23 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Emerging Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 12,452 | $ | 11,875 | $ | 11,189 | $ | 10,726 | $ | 9,569 | $ | 9,191 | $ | 8,811 | $ | 8,116 | ||||||||||||||||
| (Outflows)/inflows | (908 | ) | (20 | ) | 57 | 217 | 412 | 451 | 329 | 486 | ||||||||||||||||||||||
| Market (depreciation)/appreciation | (1,076 | ) | 597 | 629 | 246 | 745 | (73 | ) | 51 | 209 | ||||||||||||||||||||||
| End of period assets | $ | 10,468 | $ | 12,452 | $ | 11,875 | $ | 11,189 | $ | 10,726 | $ | 9,569 | $ | 9,191 | $ | 8,811 | ||||||||||||||||
| Average assets during the period | $ | 11,407 | $ | 12,083 | $ | 11,448 | $ | 10,900 | $ | 9,833 | $ | 9,652 | $ | 8,998 | $ | 8,666 | ||||||||||||||||
| Leveraged & Inverse | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 2,082 | $ | 1,922 | $ | 1,828 | $ | 1,815 | $ | 1,781 | $ | 1,864 | $ | 1,785 | $ | 1,754 | ||||||||||||||||
| (Outflows)/inflows | (69 | ) | 71 | (18 | ) | (50 | ) | (59 | ) | (1 | ) | 12 | 43 | |||||||||||||||||||
| Market (depreciation)/appreciation | (89 | ) | 89 | 112 | 63 | 93 | (82 | ) | 67 | (12 | ) | |||||||||||||||||||||
| End of period assets | $ | 1,924 | $ | 2,082 | $ | 1,922 | $ | 1,828 | $ | 1,815 | $ | 1,781 | $ | 1,864 | $ | 1,785 | ||||||||||||||||
| Average assets during the period | $ | 2,032 | $ | 1,962 | $ | 1,905 | $ | 1,792 | $ | 1,803 | $ | 1,894 | $ | 1,798 | $ | 1,757 | ||||||||||||||||
| Cryptocurrency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 1,054 | $ | 838 | $ | 874 | $ | 414 | $ | 243 | $ | 248 | $ | 239 | $ | 136 | ||||||||||||||||
| Inflows/(outflows) | 315 | 201 | 75 | 158 | 28 | 10 | (1 | ) | 13 | |||||||||||||||||||||||
| Market appreciation/(depreciation) | 543 | 15 | (111 | ) | 302 | 143 | (15 | ) | 10 | 90 | ||||||||||||||||||||||
| End of period assets | $ | 1,912 | $ | 1,054 | $ | 838 | $ | 874 | $ | 414 | $ | 243 | $ | 248 | $ | 239 | ||||||||||||||||
| Average assets during the period | $ | 1,599 | $ | 917 | $ | 856 | $ | 614 | $ | 325 | $ | 238 | $ | 236 | $ | 190 | ||||||||||||||||
| Alternatives | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 470 | $ | 415 | $ | 404 | $ | 377 | $ | 334 | $ | 340 | $ | 306 | $ | 310 | ||||||||||||||||
| Inflows/(outflows) | 46 | 54 | 15 | 4 | 32 | 5 | 22 | (18 | ) | |||||||||||||||||||||||
| Market (depreciation)/appreciation | (6 | ) | 1 | (4 | ) | 23 | 11 | (11 | ) | 12 | 14 | |||||||||||||||||||||
| End of period assets | $ | 510 | $ | 470 | $ | 415 | $ | 404 | $ | 377 | $ | 334 | $ | 340 | $ | 306 | ||||||||||||||||
| Average assets during the period | $ | 494 | $ | 445 | $ | 408 | $ | 391 | $ | 342 | $ | 342 | $ | 320 | $ | 308 | ||||||||||||||||
| Headcount | 313 | 314 | 304 | 300 | 303 | 299 | 291 | 279 |
Note: Previously issued statistics may be restated
due to fund closures and trade adjustments
Source: WisdomTree
Non-GAAP Financial Measurements
In an effort to provide additional information
regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful
information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations;
therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective
of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements
and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered
in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include:
Adjusted Net Income and Diluted Earnings per Share.
We disclose adjusted net income and diluted
earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not
core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to
analyze our performance. These non-GAAP financial measurements exclude the following:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Unrealized gains or losses on revaluation/termination of deferred consideration—gold payments: Deferred consideration—gold payments was an obligation we assumed in connection with the ETFS Acquisition that was carried at fair value. This item represented the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations have had a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item when calculating our non-GAAP financial measurements as it was not core to our operating business. The item was not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate. During the second quarter of 2023, we terminated this obligation for aggregate consideration totaling approximately $137.0 million. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating our non-GAAP financial measurements as the gains and losses introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 |
|---|---|
| 60 |
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Tax windfalls and shortfalls upon vesting and stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting as well as the difference between the price of our stock on the date the award was granted and the date the award vested. We exclude these items when calculating our non-GAAP financial measurements as they introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Imputed interest on our payable to GBH: During the fourth quarter of 2023, we repurchased our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of our common stock, from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. Under U.S. GAAP, the obligation is recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation. We exclude this item when calculating our non-GAAP financial measurements as recognition of interest expense is non-cash and contrary to the stated terms of our obligation. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Other items: Losses on extinguishment of convertible notes, a civil money penalty in connection with the SEC ESG Settlement, gains and losses recognized on our investments, changes in deferred tax asset valuation allowance, expenses incurred in response to an activist campaign, impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and litigation expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended, are excluded when calculating our non-GAAP financial measurements. |
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted Net Income and Diluted Earnings per Share: | 2024 | 2023 | 2022 | |||||||||
| Net income, as reported | $ | 66,693 | $ | 102,546 | $ | 50,684 | ||||||
| Add back: Loss on extinguishment of convertible notes, net of income taxes | 29,410 | 9,623 | — | |||||||||
| Add back: Civil money penalty in connection with SEC ESG Settlement | 4,000 | — | — | |||||||||
| Add back: Expenses incurred in response to an activist campaign, net of income taxes | 3,760 | 4,452 | 3,376 | |||||||||
| (Deduct)/add back: (Gains)/Losses on financial instruments owned, at fair value, net of income taxes | (3,671 | ) | 392 | 12,505 | ||||||||
| Add back: Imputed interest on payable to GBH, net of income taxes | 1,996 | 224 | — | |||||||||
| (Deduct)/add back: (Decrease)/increase in deferred tax valuation allowance on financial instruments owned and investments | (903 | ) | 2,113 | 4,729 | ||||||||
| Add back: Unrealized loss recognized on our investments, net of income taxes | 858 | 607 | 290 | |||||||||
| Deduct: Tax windfalls upon vesting and exercise of stock-based compensation awards | (764 | ) | (176 | ) | (541 | ) | ||||||
| Deduct: Gain on revaluation/termination of deferred consideration | — | (61,953 | ) | (27,765 | ) | |||||||
| Add back: Impairments, net of income taxes | — | 6,013 | — | |||||||||
| Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration | — | (1,477 | ) | — | ||||||||
| Add back: Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes | — | 367 | — | |||||||||
| Deduct: Decrease in deferred tax valuation allowance on net operating losses of a European subsidiary | — | — | (1,609 | ) | ||||||||
| Adjusted net income | $ | 101,379 | $ | 62,731 | $ | 41,669 | ||||||
| Deduct: Income distributed to participating securities | (1,406 | ) | (2,770 | ) | (2,186 | ) | ||||||
| Deduct: Undistributed income allocable to participating securities | (5,069 | ) | (5,868 | ) | (2,509 | ) | ||||||
| Adjusted net income available to common stockholders | $ | 94,904 | $ | 54,093 | $ | 36,974 | ||||||
| Weighted average diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements) | 149,253 | 147,827 | 143,295 | |||||||||
| Adjusted earnings per share—diluted | $ | 0.64 | $ | 0.37 | $ | 0.26 |
During the years ended December 31, 2024 and
2023, we recognized a loss of $13.2 million (which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related
to the repurchase of the Series A Preferred Stock and the Series C Preferred Stock. These items are excluded from net income, but are
required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share under
U.S. GAAP.
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|---|---|
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Liquidity and Capital Resources
The following table summarizes key data regarding
our liquidity, capital resources and use of capital to fund our operations:
| December 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet Data (in thousands): | ||||||||
| Cash and cash equivalents | $ | 181,191 | $ | 129,305 | ||||
| Financial instruments owned, at fair value | 85,439 | 58,722 | ||||||
| Accounts receivable | 44,866 | 35,473 | ||||||
| Securities held-to-maturity | 206 | 230 | ||||||
| Total: Liquid assets | 311,702 | 223,730 | ||||||
| Less: Total current liabilities | (109,197 | ) | (103,216 | ) | ||||
| Less: Other assets—seed capital (WisdomTree Digital Funds) | (20,866 | ) | (18,308 | ) | ||||
| Less: Regulatory capital requirements | (39,423 | ) | (29,156 | ) | ||||
| Total: Available liquidity | $ | 142,216 | $ | 73,050 |
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | ||||||||||
| Cash Flow Data (in thousands): | ||||||||||||
| Operating cash flows | $ | 113,461 | $ | 85,600 | $ | 55,087 | ||||||
| Investing cash flows | (23,875 | ) | 82,049 | (37,657 | ) | |||||||
| Financing cash flows | (36,000 | ) | (171,636 | ) | (22,780 | ) | ||||||
| Foreign exchange rate effect | (1,700 | ) | 1,191 | (3,258 | ) | |||||||
| Increase/(decrease) in cash and cash equivalents | $ | 51,886 | $ | (2,796 | ) | $ | (8,608 | ) |
Liquidity
We consider our available liquidity to be our
liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of
our subsidiaries. Liquid assets consist of cash and cash equivalents, financial instruments owned, at fair value, accounts receivable
and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are
current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily
of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation
for employees.
Cash and cash equivalents increased $51.9 million
during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 3.25% Convertible Senior Notes due
2029, $113.5 million of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments
owned, at fair value. These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7
million to repurchase a portion of our 5.75% Convertible Senior Notes due 2028, $69.4 million used to purchase financial instruments owned,
at fair value, $62.9 million used to repurchase our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7
million used to pay convertible notes issuance costs, $2.3 million used to pay for software development and $2.1 million used in other
activities.
Cash and cash equivalents decreased $2.8 million
during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023,
$57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold
payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common
stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance
costs in respect of our 5.75% Convertible Senior Notes due 2028, $2.1 million used for software development and $1.2 million used in other
activities. These decreases were partly offset by $130.0 million of proceeds from the issuance of the 5.75% Convertible Senior Notes due
2028, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating
activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency,
Inc. to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business,
and $1.1 million from other activities.
Cash and cash equivalents decreased $8.6 million
during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds
from the sale of financial instruments owned, at fair value. These increases were partly offset by $67.7 million used to purchase financial
instruments owned, at fair value, $21.9 million used to purchase investments, $19.4 million used to pay dividends, $3.4 million used to
repurchase our common stock and $3.4 million from other activities.
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|---|---|
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Convertible Notes
We have the following convertible notes outstanding
as of December 31, 2024:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”); |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2028 Notes”); and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”). |
Each class of notes were issued pursuant to
indentures dated as of the issuance dates between us and U.S. Bank Trust Company, National Association, as trustee (either initially or
as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended.
In connection with the issuance of the 2029
Notes, we repurchased $104.2 million in aggregate principal amount of 2028 Notes. As a result of this repurchase, we recognized a loss
on extinguishment of approximately $30.6 million during the year ended December 31, 2024.
As of December 31, 2024, we had an aggregate
principal amount of $520.8 million outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible
Notes”).
Key terms of the Convertible Notes are as follows:
| 2026 Notes | 2028 Notes | 2029 Notes | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Principal outstanding | $150.0 | $25.8 | $345.0 | ||||||
| Issuance date | June 14, 2021 | February 14, 2023 | August 13, 2024 | ||||||
| Maturity date (unless earlier converted, repurchased or redeemed) | June 15, 2026 | August 15, 2028 | August 15, 2029 | ||||||
| Interest rate | 3.25% | 5.75% | 3.25% | ||||||
| Initial conversion price | $11.04 | $9.54 | $11.82 | ||||||
| Initial conversion rate | 90.5797 | 104.8658 | 84.5934 | ||||||
| Redemption price | $14.35 | $12.40 | $15.37 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes and on June 15 and December 15 of each year for the 2026 Notes. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversion price: Convertible at an initial conversion rate into shares of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2029 and May 15, 2028 for the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 for the 2026 Notes, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2029 and May 15, 2028 in respect of the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 in respect of the 2026 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of common stock. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2026 and August 20, 2025 in respect of the 2029 Notes and the 2028 Notes, respectively, and June 20, 2023 in respect of the 2026 Notes and on or prior to the 55th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| Column 1 | Column 2 |
|---|---|
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| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 167.7853 shares and 144.9275 shares of our common stock per $1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively (the equivalent of 61,826,817 shares of our common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | Seniority and Security: The Convertible Notes rank equal in right of payment and are our senior unsecured obligations. |
The indentures contain customary terms and covenants,
including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than
25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of
all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating
cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for
us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations
as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain
a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which
at December 31, 2024 was approximately $39.4 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect
that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes
a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset
future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.
During the year ended December 31, 2024, we repurchased 6,800,301
shares of our common stock under the repurchase program for an aggregate cost of $62.9 million. Currently, $150.0 million remains under
this program for future purchases. In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred Stock,
which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately
$143.8 million. See Note 11 to our Consolidated Financial Statements for additional information.
Contractual Obligations
Convertible Notes
We currently have $520.8 million in aggregate
principal amount of Convertible Notes outstanding, of which $150.0 million, $25.8 million and $345.0 million are scheduled to mature on
June 15, 2026, August 15, 2028 and August 15, 2029, in respect of the 2026 Notes, the 2028 Notes and the 2029 Notes, respectively, unless
earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence
of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement
of up to the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied
in either cash, shares of our common stock or a combination of cash and shares of our common stock. We may settle and/or refinance these
obligations when due
See the section titled “Issuance of Convertible
Notes” above for additional information.
Deferred Consideration–Gold Payments
On May 10, 2023, we entered into and closed
on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the contractual gold payments. Pursuant to that agreement,
we paid consideration totaling $136.9 million, including an aggregate of $50.0 million in cash and the issuance of 13,087 shares of Series
C Preferred Stock (valued at $86.9 million, based on the closing price of our common stock on May 9, 2023 of $6.64 per share), which was
convertible into 13,087,000 shares of our common stock. The Series C Preferred Stock was subsequently repurchased on November 20, 2023
as described in “Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information.
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|---|---|
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Payable to GBH
On November 20, 2023, we repurchased our Series
C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid
GBH $54.8 million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third
anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction.
Operating Leases
Total future minimum lease payments with respect
to our operating lease liabilities were $1.0 million at December 31, 2024. Cash flows generated by our operating activities and existing
cash balances should be sufficient to satisfy the future minimum lease payments. See Note 13 to our Consolidated Financial Statements
for additional information.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing
or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price
over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at
the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair
value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting
unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of
goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business
for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. business and
European business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall
under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually
on November 30th. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and
the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our most recent
analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested
for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than
their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment
evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing
date for our intangible assets is November 30th. The results of our most recent analysis identified no indicators of impairment
to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs
including projected revenue growth rates of 3.0% and a weighted average cost of capital of 10.3%.
Investments
We account for equity investments that do not
have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321,
Investments – Equity Securities, to the extent such investments are not subject to consolidation or the equity method. Under
the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus
changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In
addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the
investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.
See Note 7 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted
for at fair value, with changes in fair value reported in other income/(expenses).
Revenue Recognition
We earn a significant portion of our revenues in the form
of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based
on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method
resulting in the recognition of revenue in the amount for which we have a right to invoice.
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Other revenues are earned from swap providers associated
with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets. We
also earn transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating
amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using
the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
FY 2023 10-K MD&A
SEC filing source: 0001214659-24-003435.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Introduction
We are a global financial innovator, offering a well-diversified suite of ETPs, models, solutions and products leveraging blockchain technology. We empower investors and consumers to shape their future and support financial professionals to better serve their clients and grow their businesses. We are leveraging the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience. Building on our heritage of innovation, we are also developing and have launched next-generation digital products, services and structures, including Digital Funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime, which is currently available in the U.S. in 38 states, representing approximately 70% of the U.S. population.
We had approximately $100.1 billion in AUM as of December 31, 2023. Our family of ETPs includes products that provide exposure to equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency strategies. We have launched many first-to-market products and pioneered alternative weighting we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost-effective funds that are built to perform. Most of our equity-based funds employ a fundamentally weighted investment methodology, which weights securities based on factors such as dividends, earnings or investment factors, whereas most other industry indexes use a capitalization weighted methodology. These products are distributed through all major channels in the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers primarily through our sales force. We believe technology is altering the way financial advisors conduct business and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions including portfolio construction, asset allocation, practice management services and digital tools to help financial advisors address technology challenges and grow and scale their businesses.
We are at the forefront of innovation and believe that tokenization and leveraging the utility of blockchain technology is the next evolution in financial services. We are building the foundation that we believe will allow us to lead in this coming evolution. WisdomTree Prime, our blockchain-native digital wallet, positions us to expand our blockchain-enabled financial product and services offerings with a new direct-to-consumer channel where spending, saving and investing are united. As we continue to pursue our digital assets strategy, we are embracing what we refer to as “responsible DeFi,” which we believe upholds the foundational principles of regulation in this innovative and quickly evolving space. We believe that our expansion into digital assets and blockchain-enabled finance complements our existing core competencies in a holistic manner, and will diversify our revenue streams and contribute to our growth.
Executive Summary
Our business continues to generate significant positive momentum while executing against our long-term strategic initiatives. We ended 2023 with record AUM of $100.1 billion. Our revenues and operating income increased 15.8% and 45.6%, respectively, during the year ended December 31, 2023 as compared to the prior year, which translated into 520 basis points of operating margin expansion. This past year we generated over $10.4 billion of net inflows, representing annual organic flow growth of approximately 13%. Our inflow profile is both broad and deep as we have gathered net inflows into 6 of our 8 major product categories, including fixed income, international equity and emerging markets products, representing organic flow growth in these categories of 39%, 28% and 21%, respectively. This diversification is driving upward our year-to-date average fee capture on our flows, which was approximately two times greater than our fee capture in the prior year. AUM diversification and product performance have us well-positioned for this growth trajectory to continue.
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Our models strategy is another growth driver where we are succeeding, with our model portfolios available to over 70,000 advisors. We are focused on adding new clients and continuing to deepen our impact on partner platforms such as Merrill Lynch, Morgan Stanley, LPL Financial and others, as well as being an outsourced solution for smaller registered investment advisers and independent broker-dealers to make model portfolios easier to trade through our Portfolio Solutions program. In 2023, we observed a 20% increase in the number of clients that hold multiple WisdomTree products, while at the same time we also grew our overall client base by more than 20%. We believe that continued success penetrating our accessible market and winning advisor mindshare should lead to model flows that are recurring in nature and stackable on top of our current inflow profile.
While we remain focused on providing investors with the best product structure to access various asset classes through ETFs, we believe that by leveraging blockchain technology, tokenized assets are the best product structure of tomorrow and the future of financial services. We are an early mover in this space, with the launch of our blockchain-native wallet, WisdomTree Prime, a new direct-to-consumer channel where spending, saving and investing are united. WisdomTree Prime provides access to bitcoin, ether, tokenized gold and U.S. dollar tokens, as well as 13 Digital Funds, including a government money market fund and other digital funds offering asset allocation, fixed income and equity exposures. In addition, we have partnered with a financial institution to provide co-branded debit cards to our retail customers on the WisdomTree Prime platform. We continue to focus on enhancing the products and capabilities of the platform with plans to allow for peer-to-peer transfers and payments in the upcoming quarters. We are also exploring strategic partnerships and other business development opportunities for both our platform and product suite that could unlock additional tokenization revenue streams in the future.
We are executing on our long-term growth strategy and expect ongoing flows and AUM growth to translate into further margin expansion and outperformance going forward, with our recent investments in digital assets creating additional value for our stockholders over time.
Additional business highlights include the following:
• Strong product performance with over 80% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 3-year and 10-year timeframes. In addition, approximately 50% of our U.S. listed AUM is rated 4- or 5-star by Morningstar (less than 5% in 1-and 2-star funds).
• We launched nine new European listed ETPs, three new U.S. listed ETPs (including the WisdomTree Bitcoin Fund which was among the first to launch in the U.S.) and 12 new Digital Funds. The WisdomTree Bitcoin Fund launched in the U.S. on the Cboe BZX Exchange in January 2024.
• We reduced our convertible senior notes outstanding by $45.0 million, by issuing $130.0 million of convertible senior notes due 2028 and retiring $175.0 million of convertible senior notes due 2023. We also returned approximately $24.1 million to our stockholders through our ongoing quarterly cash dividend and common stock repurchases.
• In May 2023, we closed a transaction resulting in the termination of our contractual gold payments obligation to ETFS Capital for $50.0 million in cash and Series C Preferred Stock convertible into approximately 13.1 million shares of our common stock. The value of these shares was $86.9 million based on the closing price of our common stock on May 9, 2023 of $6.64 per share. The Series C Preferred Stock was issued to Gold Bullion Holdings (Jersey) Limited, or GBH, a subsidiary of the World Gold Council, which was the entity that ultimately received a portion of the contractual gold payments the Company was previously obligated to make to ETFS Capital. The transaction expanded our operating margin by over 500 basis points, was accretive to earnings per share and reduced volatility in our financial results.
• In November 2023, we repurchased our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of our common stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction, and the repurchase was also accretive to earnings per share.
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• In the U.S., we were named a “2023 Best Places to Work in Money Management” by Pensions & Investments for the fourth consecutive year and seventh year since the award was created. We ranked second within the category for managers with 100-499 employees, the second consecutive year earning a ranking among the top five employers. In the U.K., we were also named Best Workplace for medium-sized companies for a fourth consecutive year and a 2023 Best Workplace for Women for medium-sized companies by Great Place to Work.
• We won “Best Leveraged & Inverse ETF Issuer ($100M+)” and “Best Crypto Issuer Linked ETF Issuer ($100M+)” at the 2023 ETF Express Europe Awards and our European business won “Best ETF Issuer” at the Online Money Awards, marking the second consecutive year of winning the award. The WisdomTree Siegel Strategic Value Index™, an index developed by Professor Jeremy Siegel, Senior Economist to WisdomTree, also won the FIA Index of the Year Award by Structured Retail Products.
Market Environment
The following chart reflects the annual returns of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
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U.S. Listed ETF Industry Flows
U.S. listed ETF net flows for the year ended December 31, 2023 were $489.1 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
European Listed ETP Industry Flows
European listed ETP net flows were $146.5 billion for the year ended December 31, 2023. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
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Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions in the asset management industry have either been announced or completed. These trends have accelerated, as fee compression, cost pressures and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s market. We have significant opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets and blockchain-enabled financial services, which positions us well for success to grow in this competitive landscape.
Components of Operating Revenue
Advisory fees
Substantially all of our revenues are comprised of advisory fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. As of the date of this Report, our weighted average fee rates by product category are as follows:
| Commodity & Currency: | 37bps | Leveraged & Inverse: | 84bps | |||
|---|---|---|---|---|---|---|
| International Developed Market Equity: | 49bps | Fixed Income: | 16bps | |||
| U.S. Equity: | 31bps | Alternatives: | 58bps | |||
| Emerging Market Equity: | 59bps | Cryptocurrency: | 36bps |
We determine the appropriate advisory fee to charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing certain fund expenses.
Our advisory fee revenues may fluctuate based on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar, increased competition and level of inflows or outflows from our ETPs.
Other income
Other income includes rebates from swap providers to our European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses are expensed when incurred and include salaries, incentive compensation, and related benefit costs. To attract and retain qualified personnel, we must maintain competitive employee compensation and benefit plans and amounts we pay may be affected by inflation. Virtually all of our employees receive incentive compensation which is variable and will fluctuate taking into consideration our operating and financial results, as well as discretion.
Also included in compensation and benefits are costs related to equity awards granted to our employees. Our executive management and Board of Directors strongly believe that equity awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the vesting period.
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Fund management and administration
Fund management and administration expenses are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs and Digital Funds:
• portfolio management of our ETPs (sub-advisory);
• fund accounting and administration;
• custodial and storage services;
• market making;
• transfer agency;
• accounting and tax services;
• printing and mailing of shareholder materials;
• index calculation;
• indicative values;
• distribution fees;
• legal and compliance services;
• exchange listing fees;
• trustee fees and expenses;
• preparation of regulatory reports and filings;
• insurance;
• certain local income taxes; and
• other administrative services.
We are not responsible for extraordinary expenses, taxes and certain other expenses related to the funds.
We depend on a number of parties to provide critical portfolio management services to our ETPs. The fees we pay our sub-advisers generally are the higher of the fixed minimums per fund, which range from $25,000 to $180,000 per year, or the percentage fee, which ranges between 0.01% and 0.50% per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based on transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer agency, index calculation, indicative values and exchange listing are based on the number of ETPs we have. The remaining fees are based on a combination of both AUM and number of funds, or as incurred.
Marketing and advertising
Marketing and advertising expenses are recorded when incurred and include the following:
• advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness;
• development and maintenance of our website; and
• creation and preparation of marketing materials.
Our discretionary advertising comprises the largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs, they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are recorded when incurred and include the following:
• travel and entertainment or conference related expenses for our sales force;
• market data services for our research team;
• sales related software tools;
• voluntary payment of certain costs associated with the creation or redemption of ETP shares, as we may elect from time to time; and
• legal and other advisory fees associated with the development of new funds or business initiatives.
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Contractual gold payments
Contractual gold payments expense represented an obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically backed gold ETPs. Our obligation to continue making these payments was terminated on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees are expensed when incurred and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources or other consultants. Professional fees also include expenses we pay third-party service providers related to WisdomTree Prime and expenses incurred in response to an activist campaign. These expenses fluctuate based on our needs or requirements at the time. Certain of these costs are at our discretion and can fluctuate year to year.
Occupancy, communications and equipment
Occupancy, communications and equipment expense includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results from amortization of internally-developed software as well as depreciation on fixed assets, which are depreciated/amortized over three to five years.
Third-party distribution fees
Third-party distribution fees, which are expensed as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Other
Other expenses consist primarily of insurance premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards we granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective interest method which includes the amortization of discounts, premiums and issuance costs.
Revaluation/termination of deferred consideration–gold payments
Deferred consideration arose in connection with the ETFS Acquisition and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income, which is recognized on an accrual basis, arises from investing our corporate cash into interest-bearing financial instruments.
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Other losses, net
Included herein are gains and losses arising from our financial instruments owned and investments, the sale of gold earned from advisory fees paid by physically-backed gold ETPs, foreign exchange and other miscellaneous items. Also included are losses arising from the release of tax-related indemnification assets upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due to federal, various state and local and certain foreign authorities.
Expense Guidance for the Year Ending December 31, 2024
Compensation Expense
Our compensation expense for the year ending December 31, 2024 is currently estimated to range from $108.0 million to $118.0 million and takes into consideration planned hires as well as year-end compensation adjustments and the annualization of hires made during 2023. The range also considers variability in incentive compensation with drivers including the magnitude of our flows, revenue and operating income growth, margin expansion and our share price performance in relation to our peers. A wide range is provided in consideration of uncertain market conditions.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary spending for the year ending December 31, 2024 to range from $64.0 million to $68.0 million.
Not included in the guidance above are any potential non-recurring expenses we may incur in response to a potential proxy contest. Such expenses could be material to our results of operations for the year ending December 31, 2024.
Gross Margin
We define gross margin as total operating revenues less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. For the year ending December 31, 2024, we currently estimate that our gross margin percentage will be 79.0% to 80.0% at current AUM and revenue levels. If AUM drives higher from continued organic flow growth or favorable market conditions, we would anticipate further gross margin expansion.
Third-Party Distribution Expense
We currently estimate third-party distribution expense to be approximately $10.0 million to $11.0 million for the year ending December 31, 2024, which is dependent upon the AUM growth on our respective platforms.
Income Tax Expense
We currently estimate that our consolidated normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2024, a slight increase as compared to the year ended December 31, 2022 to account for the full year impact of the U.K. tax rate change to 25.0% that went into effect on April 1, 2023.
This estimated rate may change and is dependent upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted. Such items may include, but are not limited to, reductions in unrecognized tax benefits, increases or decreases in valuation allowances and any stock-based compensation windfalls or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
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Factors that May Impact our Future Financial Results
Our AUM is well diversified across the commodity, U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well as the performance of these products.
Our revenues are also highly correlated to the level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our average advisory fee, which for the years ended December 31, 2021, 2022 and 2023 were 0.41%, 0.38% and 0.36%, respectively.
The chart below sets forth the asset mix of our ETPs at December 31, 2021, 2022 and 2023:
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Key Operating Statistics
The following table presents key operating statistics that serve as indicators for the performance of our business:
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| GLOBAL ETPs (in millions) | |||||||||
| Beginning of period assets | $ | 81,993 | $ | 77,479 | $ | 67,392 | |||
| Inflows | 10,396 | 12,182 | 4,660 | ||||||
| Market appreciation/(depreciation) | 7,735 | (7,668) | 5,427 | ||||||
| End of period assets | $ | 100,124 | $ | 81,993 | $ | 77,479 | |||
| Average assets during the period | $ | 92,847 | $ | 76,969 | $ | 73,430 | |||
| Average advisory fee during the period | 0.36% | 0.38% | 0.41% | ||||||
| Number of ETPs—end of the period | 337 | 339 | 329 | ||||||
| US LISTED ETFs (in millions) | |||||||||
| Beginning of period assets | $ | 55,973 | $ | 48,210 | $ | 38,517 | |||
| Inflows | 10,795 | 14,572 | 4,950 | ||||||
| Market appreciation/(depreciation) | 5,718 | (6,809) | 4,743 | ||||||
| End of period assets | $ | 72,486 | $ | 55,973 | $ | 48,210 | |||
| Average assets during the period | $ | 64,967 | $ | 49,723 | $ | 44,325 | |||
| Number of ETPs—end of the period | 76 | 79 | 75 | ||||||
| EUROPEAN LISTED ETPs (in millions) | |||||||||
| Beginning of period assets | $ | 26,020 | $ | 29,269 | $ | 28,875 | |||
| Outflows | (399) | (2,390) | (290) | ||||||
| Market appreciation/(depreciation) | 2,017 | (859) | 684 | ||||||
| End of period assets | $ | 27,638 | $ | 26,020 | $ | 29,269 | |||
| Average assets during the period | $ | 27,880 | $ | 27,246 | $ | 29,105 | |||
| Number of ETPs—end of the period | 261 | 260 | 254 | ||||||
| PRODUCT CATEGORIES (in millions) | |||||||||
| U.S. Equity | |||||||||
| Beginning of period assets | $ | 24,112 | $ | 23,860 | $ | 18,367 | |||
| Inflows | 1,616 | 3,346 | 1,544 | ||||||
| Market appreciation/(depreciation) | 3,428 | (3,094) | 3,949 | ||||||
| End of period assets | $ | 29,156 | $ | 24,112 | $ | 23,860 | |||
| Average assets during the period | $ | 25,701 | $ | 22,881 | $ | 21,254 | |||
| Commodity & Currency | |||||||||
| Beginning of period assets | $ | 22,097 | $ | 24,599 | $ | 25,879 | |||
| Outflows | (1,774) | (2,912) | (1,479) | ||||||
| Market appreciation | 1,013 | 410 | 199 | ||||||
| End of period assets | $ | 21,336 | $ | 22,097 | $ | 24,599 | |||
| Average assets during the period | $ | 22,843 | $ | 23,406 | $ | 25,027 | |||
| Fixed Income | |||||||||
| Beginning of period assets | $ | 15,273 | $ | 4,356 | $ | 3,324 | |||
| Inflows | 5,940 | 11,300 | 1,130 | ||||||
| Market depreciation | (16) | (383) | (98) | ||||||
| End of period assets | $ | 21,197 | $ | 15,273 | $ | 4,356 | |||
| Average assets during the period | $ | 19,804 | $ | 9,039 | $ | 3,565 |
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| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| International Developed Market Equity | |||||||||
| Beginning of period assets | $ | 10,195 | $ | 11,894 | $ | 9,414 | |||
| Inflows | 2,850 | 101 | 1,260 | ||||||
| Market appreciation/(depreciation) | 2,058 | (1,800) | 1,220 | ||||||
| End of period assets | $ | 15,103 | $ | 10,195 | $ | 11,894 | |||
| Average assets during the period | $ | 12,824 | $ | 10,568 | $ | 10,750 | |||
| Emerging Market Equity | |||||||||
| Beginning of period assets | $ | 8,116 | $ | 10,375 | $ | 8,539 | |||
| Inflows | 1,678 | 27 | 2,041 | ||||||
| Market appreciation/(depreciation) | 932 | (2,286) | (205) | ||||||
| End of period assets | $ | 10,726 | $ | 8,116 | $ | 10,375 | |||
| Average assets during the period | $ | 9,287 | $ | 8,843 | $ | 10,619 | |||
| Leveraged & Inverse | |||||||||
| Beginning of period assets | $ | 1,754 | $ | 1,777 | $ | 1,486 | |||
| (Outflows)/inflows | (5) | 193 | 41 | ||||||
| Market appreciation/(depreciation) | 66 | (216) | 250 | ||||||
| End of period assets | $ | 1,815 | $ | 1,754 | $ | 1,777 | |||
| Average assets during the period | $ | 1,813 | $ | 1,704 | $ | 1,679 | |||
| Cryptocurrency | |||||||||
| Beginning of period assets | $ | 136 | $ | 357 | $ | 168 | |||
| Inflows | 50 | 36 | 84 | ||||||
| Market appreciation/(depreciation) | 228 | (257) | 105 | ||||||
| End of period assets | $ | 414 | $ | 136 | $ | 357 | |||
| Average assets during the period | $ | 247 | $ | 230 | $ | 312 | |||
| Alternatives | |||||||||
| Beginning of period assets | $ | 310 | $ | 261 | $ | 215 | |||
| Inflows | 41 | 91 | 39 | ||||||
| Market appreciation/(depreciation) | 26 | (42) | 7 | ||||||
| End of period assets | $ | 377 | $ | 310 | $ | 261 | |||
| Average assets during the period | $ | 328 | $ | 298 | $ | 224 | |||
| Headcount | 303 | 273 | 241 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||
| AUM (in millions) | |||||||||||
| Average AUM | $ | 92,847 | $ | 76,969 | $ | 15,878 | 20.6% | ||||
| Operating Revenues (in thousands) | |||||||||||
| Advisory fees | $ | 333,227 | $ | 293,632 | $ | 39,595 | 13.5% | ||||
| Other income | 15,808 | 7,713 | 8,095 | 105.0% | |||||||
| Total revenues | $ | 349,035 | $ | 301,345 | $ | 47,690 | 15.8% |
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Operating Revenues
Advisory fees
Advisory fee revenues increased 13.5% from $293.6 million during the year ended December 31, 2022 to $333.2 million during the year ended December 31, 2023 as higher average AUM was partially offset by a decline in our average advisory fee. Our average advisory fee declined from 0.38% during the year ended December 31, 2022 to 0.36% during the year ended December 31, 2023.
Other income
Other income increased 105.0% from $7.7 million during the year ended December 31, 2022 to $15.8 million during the year ended December 31, 2023 primarily due to large flows from some of our European products.
Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||
| Compensation and benefits | $ | 109,532 | $ | 97,897 | $ | 11,635 | 11.9% | ||||
| Fund management and administration | 71,348 | 64,761 | 6,587 | 10.2% | |||||||
| Marketing and advertising | 17,256 | 15,302 | 1,954 | 12.8% | |||||||
| Sales and business development | 13,584 | 11,871 | 1,713 | 14.4% | |||||||
| Contractual gold payments | 6,069 | 17,108 | (11,039) | (64.5%) | |||||||
| Professional fees | 18,969 | 13,800 | 5,169 | 37.5% | |||||||
| Occupancy, communications and equipment | 4,684 | 3,898 | 786 | 20.2% | |||||||
| Depreciation and amortization | 872 | 262 | 610 | 232.8% | |||||||
| Third-party distribution fees | 9,377 | 7,656 | 1,721 | 22.5% | |||||||
| Other | 9,852 | 8,705 | 1,147 | 13.2% | |||||||
| Total operating expenses | $ | 261,543 | $ | 241,260 | $ | 20,283 | 8.4% |
| As a Percent of Revenues: | Year Ended December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Compensation and benefits | 31.6% | 32.5% | ||
| Fund management and administration | 20.4% | 21.5% | ||
| Marketing and advertising | 4.9% | 5.1% | ||
| Sales and business development | 3.9% | 3.9% | ||
| Contractual gold payments | 1.7% | 5.7% | ||
| Professional fees | 5.4% | 4.6% | ||
| Occupancy, communications and equipment | 1.3% | 1.3% | ||
| Depreciation and amortization | 0.2% | 0.1% | ||
| Third-party distribution fees | 2.7% | 2.5% | ||
| Other | 2.8% | 2.9% | ||
| Total operating expenses | 74.9% | 80.1% |
Compensation and benefits
Compensation and benefits expense increased 11.9% from $97.9 million during the year ended December 31, 2022 to $109.5 million during the year ended December 31, 2023 due to higher stock-based compensation and headcount. Headcount was 273 and 303 at December 31, 2022 and 2023, respectively.
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Fund management and administration
Fund management and administration expense increased 10.2% from $64.8 million during the year ended December 31, 2022 to $71.3 million during the year ended December 31, 2023 primarily due to higher average AUM and inflows. We had 79 U.S. listed ETFs and 260 European listed ETPs at December 31, 2022 compared to 76 U.S. listed ETFs and 261 European listed ETPs at December 31, 2023.
Marketing and advertising
Marketing and advertising expense increased 12.8% from $15.3 million during the year ended December 31, 2022 to $17.3 million during the year ended December 31, 2023 primarily resulting from higher spending related to our U.S. listed products.
Sales and business development
Sales and business development expense increased 14.4% from $11.9 million during the year ended December 31, 2022 to $13.6 million during the year ended December 31, 2023 primarily resulting from increases in travel and events spending.
Contractual gold payments
Contractual gold payments expense decreased 64.5% from $17.1 million during the year ended December 31, 2022 to $6.1 million during the year ended December 31, 2023 due to the termination of our deferred consideration—gold payments obligation on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees increased 37.5% from $13.8 million during the year ended December 31, 2022 to $19.0 million during the year ended December 31, 2023 due to higher expenses related to our digital assets business, as well as expenses incurred to terminate our deferred consideration—gold payments obligation and higher expenses related to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense increased 20.2% from $3.9 million during the year ended December 31, 2022 to $4.7 million during the year ended December 31, 2023 as our New York office lease became effective in May 2022.
Depreciation and amortization
Depreciation and amortization expense increased 232.8% from $0.3 million during the year ended December 31, 2022 to $0.9 million during the year ended December 31, 2023 due to amortization of software development costs.
Third-party distribution fees
Third-party distribution fees increased 22.5% from $7.7 million during the year ended December 31, 2022 to $9.4 million during the year ended December 31, 2023 primarily due to AUM growth we are experiencing in Latin America.
Other
Other expenses increased 13.2% from $8.7 million during the year ended December 31, 2022 to $9.9 million during the year ended December 31, 2023 primarily due to higher travel, public relations and Board of Directors expenses.
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Other Income/(Expenses)
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||||
| Interest expense | $ | (15,242) | $ | (14,935) | $ | (307) | 2.1% | ||||
| Gain on revaluation/termination of deferred consideration—gold payments | 61,953 | 27,765 | 34,188 | 123.1% | |||||||
| Interest income | 4,099 | 3,320 | 779 | 23.5% | |||||||
| Impairments | (7,942) | — | (7,942) | n/a | |||||||
| Loss on extinguishment of convertible notes | (9,721) | — | (9,721) | n/a | |||||||
| Other losses, net | (1,631) | (36,285) | 34,654 | 95.5% | |||||||
| Total other income/(expenses), net | $ | 31,516 | $ | (20,135) | $ | 51,651 | 256.5% |
| As a Percent of Revenues: | Year Ended December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Interest expense | (4.4%) | (5.0%) | ||
| Gain on revaluation/termination of deferred consideration—gold payments | 17.8% | 9.2% | ||
| Interest income | 1.2% | 1.1% | ||
| Impairments | (2.3%) | — | ||
| Loss on extinguishment of convertible notes | (2.8%) | — | ||
| Other losses, net | (0.5%) | (12.0%) | ||
| Total other income/(expenses), net | 9.0% | (6.7%) |
Interest expense
Interest expense was essentially unchanged during the year ended December 31, 2023.
Our effective interest rate on our outstanding convertible notes during the years ended December 31, 2022 and 2023 was 4.6% and 4.9%, respectively.
Gain on revaluation/termination of deferred consideration
We recognized a gain on revaluation/termination of deferred consideration—gold payments of $27.8 million and $62.0 million during the years ended December 31, 2022 and 2023, respectively. This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income increased 23.5% from $3.3 million during the year ended December 31, 2022 to $4.1 million during the year ended December 31, 2023 due to rising interest rates, partially offset by a decrease in our interest-bearing assets.
Impairments
During the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily related to our investment in Securrency, Inc. upon the sale of Securrency, Inc. to an unrelated third party. (See Notes 7, 8, 13 and 26 to our Consolidated Financial Statements).
Other losses, net
Other losses, net were $36.3 million and $1.6 million during the years ended December 31, 2022 and 2023, respectively. This includes a charge of $19.9 million and $1.4 million during the years ended December 31, 2022 and 2023, respectively, arising from the release of a tax-related indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the years ended December 31, 2022 and 2023, we also recognized losses on our financial instruments owned and investments of $16.9 million and $0.7 million, respectively. Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
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Income Taxes
Our effective income tax rate for 2023 was 13.8%, resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the release of the tax-related indemnification asset described above and a lower tax rate on foreign earnings. These items were partly offset by a non-deductible loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
Our effective income tax rate for the year ended December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million. Our tax rate differs from the federal statutory rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||
| AUM (in millions) | |||||||||||
| Average AUM | $ | 76,969 | $ | 73,430 | $ | 3,539 | 4.8% | ||||
| Operating Revenues (in thousands) | |||||||||||
| Advisory fees | $ | 293,632 | $ | 298,052 | $ | (4,420) | (1.5%) | ||||
| Other income | 7,713 | 6,266 | 1,447 | 23.1% | |||||||
| Total revenues | $ | 301,345 | $ | 304,318 | $ | (2,973) | (1.0%) |
Operating Revenues
Advisory fees
Advisory fee revenues decreased 1.5% from $298.1 million during the year ended December 31, 2021 to $293.6 million in the comparable period in 2022 as higher average AUM was offset by a decline in our average advisory fee. Our average advisory fee decreased from 0.41% during the year ended December 31, 2021 to 0.38% during the year ended December 31, 2022 due to AUM mix shift.
Other income
Other income increased 23.1% from $6.3 million during the year ended December 31, 2021 to $7.7 million in the comparable period in 2022 primarily due to higher fees associated with our European listed products.
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Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||
| Compensation and benefits | $ | 97,897 | $ | 88,163 | $ | 9,734 | 11.0% | ||||
| Fund management and administration | 64,761 | 58,912 | 5,849 | 9.9% | |||||||
| Marketing and advertising | 15,302 | 14,090 | 1,212 | 8.6% | |||||||
| Sales and business development | 11,871 | 9,907 | 1,964 | 19.8% | |||||||
| Contractual gold payments | 17,108 | 17,096 | 12 | 0.1% | |||||||
| Professional fees | 13,800 | 7,616 | 6,184 | 81.2% | |||||||
| Occupancy, communications and equipment | 3,898 | 4,629 | (731) | (15.8%) | |||||||
| Depreciation and amortization | 262 | 738 | (476) | (64.5%) | |||||||
| Third-party distribution fees | 7,656 | 7,176 | 480 | 6.7% | |||||||
| Other | 8,705 | 6,933 | 1,772 | 25.6% | |||||||
| Total operating expenses | $ | 241,260 | $ | 215,260 | $ | 26,000 | 12.1% |
| As a Percent of Revenues: | Year Ended December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Compensation and benefits | 32.5% | 28.9% | ||
| Fund management and administration | 21.5% | 19.4% | ||
| Marketing and advertising | 5.1% | 4.6% | ||
| Sales and business development | 3.9% | 3.3% | ||
| Contractual gold payments | 5.7% | 5.6% | ||
| Professional fees | 4.6% | 2.5% | ||
| Occupancy, communications and equipment | 1.3% | 1.5% | ||
| Depreciation and amortization | 0.1% | 0.2% | ||
| Third-party distribution fees | 2.5% | 2.4% | ||
| Other | 2.9% | 2.3% | ||
| Total operating expenses | 80.1% | 70.7% |
Compensation and benefits
Compensation and benefits expense increased 11.0% from $88.2 million during the year ended December 31, 2021 to $97.9 million in the comparable period in 2022 due to higher incentive compensation and headcount. Headcount was 241 and 273 at December 31, 2021 and 2022, respectively.
Fund management and administration
Fund management and administration expense increased 9.9% from $58.9 million during the year ended December 31, 2021 to $64.8 million in the comparable period in 2022 primarily due to higher average AUM, product launches and inflows. We had 75 U.S. listed ETFs and 254 European listed ETPs at December 31, 2021 compared to 79 U.S. listed ETFs and 269 European listed ETPs at December 31, 2022.
Marketing and advertising
Marketing and advertising expense increased 8.6% from $14.1 million during the year ended December 31, 2021 to $15.3 million in the comparable period in 2022 primarily resulting from an increase in online and television advertising.
Sales and business development
Sales and business development expense increased 19.8% from $9.9 million during the year ended December 31, 2021 to $11.9 million in the comparable period in 2022 primarily resulting from increases in conference and events spending as well as market data costs.
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Contractual gold payments
Contractual gold payments expense was essentially unchanged from the year ended December 31, 2021. This expense was associated with the annual payment of 9,500 ounces of gold and was calculated using the average daily spot price of $1,800 per ounce during the years ended December 31, 2021 and 2022, respectively.
Professional fees
Professional fees increased 81.2% from $7.6 million during the year ended December 31, 2021 to $13.8 million in the comparable period in 2022 due to $4.5 million incurred in response to an activist campaign and spending related to our digital assets business.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 15.8% from $4.6 million during the year ended December 31, 2021 to $3.9 million in the comparable period in 2022 as we reduced our office footprint in the U.S. and Europe.
Depreciation and amortization
Depreciation and amortization expense decreased 64.5% from $0.7 million during the year ended December 31, 2021 to $0.3 million in the comparable period in 2022 as we reduced our office footprint in the U.S. and Europe.
Third-party distribution fees
Third-party distribution fees increased 6.7% from $7.2 million during the year ended December 31, 2021 to $7.7 million in the comparable period in 2022 primarily due to new platform relationships in Europe and higher U.S. listed AUM on third-party platforms, partly offset by lower fees paid to our third-party marketing agent in Latin America.
Other
Other expenses increased 25.6% from $6.9 million during the year ended December 31, 2021 to $8.7 million in the comparable period in 2022 primarily due to higher insurance, public company compliance, travel and directors expenses.
Other Income/(Expenses)
| Year Ended December 31, | Change | Percent Change | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | |||||||||
| Interest expense | $ | (14,935) | $ | (12,332) | $ | (2,603) | 21.1% | ||||
| Gain on revaluation/termination of deferred consideration—gold payments | 27,765 | 2,018 | 25,747 | 1,275.9% | |||||||
| Interest income | 3,320 | 2,009 | 1,311 | 65.3% | |||||||
| Impairments | — | (16,156) | 16,156 | n/a | |||||||
| Other losses, net | (36,285) | (7,926) | (28,359) | 357.8% | |||||||
| Total other expenses, net | $ | (20,135) | $ | (32,387) | $ | 12,252 | (37.8%) |
| As a Percent of Revenues: | Year Ended December 31, | |||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Interest expense | (5.0%) | (4.1%) | ||
| Gain on revaluation/termination of deferred consideration—gold payments | 9.2% | 0.7% | ||
| Interest income | 1.1% | 0.7% | ||
| Impairments | — | (5.3%) | ||
| Other losses, net | (12.0%) | (2.6%) | ||
| Total other expenses, net | (6.7%) | (10.6%) |
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Interest expense
Interest expense increased 21.1% from $12.3 million during the year ended December 31, 2021 to $14.9 million in the comparable period in 2022 due to a higher level of debt outstanding in the current period. Our effective interest rate was 4.6% during the years ended December 31, 2021 and 2022.
Gain on revaluation/termination of deferred consideration
We recognized a gain on revaluation/termination of deferred consideration—gold payments of $2.0 million and $27.8 million during the years ended December 31, 2021 and 2022, respectively. The gain was primarily due to an increase in the discount rate (from 9.0% to 11.0%) used to compute the present value of the annual payment obligations as well as a steepening of the forward-looking gold curve. The magnitude of any gain or loss is highly correlated to changes in the discount rate and the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 65.3% from $2.0 million during the year ended December 31, 2021 to $3.3 million in the comparable period in 2022 due to an increase in our interest-bearing assets.
Impairments
During the year ended December 31, 2021, we recognized impairment charges totaling $16.2 million, including a loss of $9.3 million upon the termination of the lease of our former principal executive office at 245 Park Avenue, New York, New York, $6.6 million related to the write-off of leasehold improvements and fixed assets associated with our former New York office and $0.3 million upon exiting our London office (See Notes 7, 8, 13 and 26 to our Consolidated Financial Statements).
Other losses, net
Other losses, net were ($7.9) million and ($36.3) million during the years ended December 31, 2021 and 2022, respectively. This includes a charge of $5.2 million and $19.9 million during the years ended December 31, 2021 and 2022, respectively, arising from the release of a tax-related indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the year ended December 31, 2021 and 2022, we also recognized losses on our financial instruments owned of $3.7 million and $16.5 million, respectively. In addition, during the year ended December 31, 2021, we recognized a gain of $0.8 million related to the remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for the year ended December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million. Our tax rate differs from the federal statutory rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned.
Our effective income tax rate for the year ended December 31, 2021 of 12.1% resulted in income tax expense of $6.9 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5.2 million reduction in unrecognized tax benefits and a lower tax rate on foreign earnings. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and non-deductible executive compensation.
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Quarterly Results
The following tables set forth our unaudited consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated quarterly operating data for the quarters in 2023 and 2022. In our opinion, this unaudited information has been prepared on substantially the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report. The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
| (in thousands, except per share amounts) | Q4/23 | Q3/23 | Q2/23 | Q1/23 | Q4/22 | Q3/22 | Q2/22 | Q1/22 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenues: | ||||||||||||||||||||||||
| Advisory fees | $ | 86,988 | $ | 86,598 | $ | 82,004 | $ | 77,637 | $ | 70,913 | $ | 70,616 | $ | 75,586 | $ | 76,517 | ||||||||
| Other income | 3,856 | 3,825 | 3,720 | 4,407 | 2,397 | 1,798 | 1,667 | 1,851 | ||||||||||||||||
| Total revenues | 90,844 | 90,423 | 85,724 | 82,044 | 73,310 | 72,414 | 77,253 | 78,368 | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||
| Compensation and benefits | 27,860 | 27,955 | 26,319 | 27,398 | 24,831 | 23,714 | 24,565 | 24,787 | ||||||||||||||||
| Fund management and administration | 18,445 | 18,023 | 17,727 | 17,153 | 16,906 | 16,285 | 16,076 | 15,494 | ||||||||||||||||
| Marketing and advertising | 4,951 | 3,833 | 4,465 | 4,007 | 4,240 | 3,145 | 3,894 | 4,023 | ||||||||||||||||
| Sales and business development | 3,881 | 3,383 | 3,326 | 2,994 | 3,407 | 2,724 | 3,131 | 2,609 | ||||||||||||||||
| Contractual gold payments | — | — | 1,583 | 4,486 | 4,107 | 4,105 | 4,446 | 4,450 | ||||||||||||||||
| Professional fees | 3,201 | 3,719 | 8,334 | 3,715 | 2,666 | 2,367 | 4,308 | 4,459 | ||||||||||||||||
| Occupancy, communications and equipment | 1,208 | 1,203 | 1,172 | 1,101 | 1,110 | 986 | 1,049 | 753 | ||||||||||||||||
| Depreciation and amortization | 335 | 307 | 121 | 109 | 104 | 58 | 53 | 47 | ||||||||||||||||
| Third-party distribution fees | 2,549 | 2,694 | 1,881 | 2,253 | 1,793 | 1,833 | 1,818 | 2,212 | ||||||||||||||||
| Other | 2,379 | 2,601 | 2,615 | 2,257 | 2,427 | 2,324 | 2,109 | 1,845 | ||||||||||||||||
| Total operating expenses | 64,809 | 63,718 | 67,543 | 65,473 | 61,591 | 57,541 | 61,449 | 60,679 | ||||||||||||||||
| Operating income | 26,035 | 26,705 | 18,181 | 16,571 | 11,719 | 14,873 | 15,804 | 17,689 | ||||||||||||||||
| Other Income/(Expenses): | ||||||||||||||||||||||||
| Interest expense | (3,758) | (3,461) | (4,021) | (4,002) | (3,736) | (3,734) | (3,733) | (3,732) | ||||||||||||||||
| Gain/(loss) on revaluation/termination of deferred consideration | — | — | 41,361 | 20,592 | (35,423) | 77,895 | 2,311 | (17,018) | ||||||||||||||||
| Interest income | 1,225 | 791 | 1,000 | 1,083 | 945 | 811 | 770 | 794 | ||||||||||||||||
| Impairments | (339) | (2,703) | — | (4,900) | — | — | — | — | ||||||||||||||||
| Loss on extinguishment of convertible notes | — | — | — | (9,721) | — | — | — | — | ||||||||||||||||
| Other gains and losses, net | 1,602 | (2,512) | 1,286 | (2,007) | (1,815) | (5,289) | (4,474) | (24,707) | ||||||||||||||||
| Income/(loss) before income taxes | 24,765 | 18,820 | 57,807 | 17,616 | (28,310) | 84,556 | 10,678 | (26,974) | ||||||||||||||||
| Income tax expense/(benefit) | 5,688 | 5,836 | 3,555 | 1,383 | (21) | 3,327 | 2,673 | (16,713) | ||||||||||||||||
| Net income/(loss) | $ | 19,077 | $ | 12,984 | $ | 54,252 | $ | 16,233 | $ | (28,289) | $ | 81,229 | $ | 8,005 | $ | (10,261) | ||||||||
| Earnings/(loss) per share—basic | $ | 0.16 | $ | 0.07 | $ | 0.32 | $ | 0.10 | $ | (0.20) | $ | 0.50 | $ | 0.05 | $ | (0.08) | ||||||||
| Earnings/(loss) per share—diluted | $ | 0.16 | $ | 0.07 | $ | 0.32 | $ | 0.10 | $ | (0.20) | $ | 0.50 | $ | 0.05 | $ | (0.08) | ||||||||
| Dividends per common share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 |
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| Q4/23 | Q3/23 | Q2/23 | Q1/23 | Q4/22 | Q3/22 | Q2/22 | Q1/22 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of Total Revenues | ||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||
| Advisory fees | 95.8% | 95.8% | 95.7% | 94.6% | 96.7% | 97.5% | 97.8% | 97.6% | ||||||||||||||||
| Other income | 4.2% | 4.2% | 4.3% | 5.4% | 3.3% | 2.5% | 2.2% | 2.4% | ||||||||||||||||
| Total revenues | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | 100.0% | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||
| Compensation and benefits | 30.6% | 31.0% | 30.7% | 33.5% | 34.0% | 32.7% | 31.7% | 31.5% | ||||||||||||||||
| Fund management and administration | 20.3% | 20.0% | 20.7% | 20.9% | 23.1% | 22.5% | 20.7% | 19.8% | ||||||||||||||||
| Marketing and advertising | 5.5% | 4.2% | 5.2% | 4.9% | 5.8% | 4.3% | 5.0% | 5.1% | ||||||||||||||||
| Sales and business development | 4.3% | 3.7% | 3.9% | 3.6% | 4.6% | 3.8% | 4.1% | 3.3% | ||||||||||||||||
| Contractual gold payments | — | n/a | 1.8% | 5.5% | 5.6% | 5.7% | 5.8% | 5.7% | ||||||||||||||||
| Professional fees | 3.5% | 4.1% | 9.7% | 4.5% | 3.6% | 3.3% | 5.6% | 5.7% | ||||||||||||||||
| Occupancy, communications and equipment | 1.3% | 1.3% | 1.4% | 1.3% | 1.5% | 1.4% | 1.4% | 1.0% | ||||||||||||||||
| Depreciation and amortization | 0.4% | 0.3% | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | 0.1% | ||||||||||||||||
| Third-party distribution fees | 2.8% | 3.0% | 2.2% | 2.7% | 2.4% | 2.5% | 2.4% | 2.8% | ||||||||||||||||
| Other | 2.6% | 2.9% | 3.1% | 2.8% | 3.3% | 3.2% | 2.7% | 2.4% | ||||||||||||||||
| Total operating expenses | 71.3% | 70.5% | 78.8% | 79.8% | 84.0% | 79.5% | 79.5% | 77.4% | ||||||||||||||||
| Operating income | 28.7% | 29.5% | 21.2% | 20.2% | 16.0% | 20.5% | 20.5% | 22.6% | ||||||||||||||||
| Other Income/(Expenses) | ||||||||||||||||||||||||
| Interest expense | (4.1%) | (3.8%) | (4.7%) | (4.9%) | (5.1%) | (5.2%) | (4.8%) | (4.8%) | ||||||||||||||||
| Gain/(loss) on revaluation/termination of deferred consideration | — | — | 48.2% | 25.1% | (48.3%) | 107.6% | 3.0% | (21.7%) | ||||||||||||||||
| Interest income | 1.3% | 0.9% | 1.2% | 1.3% | 1.3% | 1.1% | 1.0% | 1.0% | ||||||||||||||||
| Impairments | (0.4%) | (3.0%) | — | (6.0%) | — | — | — | — | ||||||||||||||||
| Loss on extinguishment of convertible notes | — | — | — | (11.8%) | — | — | — | — | ||||||||||||||||
| Other gains and losses, net | 1.8% | (2.8%) | 1.5% | (2.4%) | (2.5%) | (7.3%) | (5.8%) | (31.5%) | ||||||||||||||||
| Income/(loss) before income taxes | 27.3% | 20.8% | 67.4% | 21.5% | (38.6%) | 116.8% | 13.8% | (34.4%) | ||||||||||||||||
| Income tax expense/(benefit) | 6.3% | 6.5% | 4.1% | 1.7% | (0.0%) | 4.6% | 3.5% | (21.3%) | ||||||||||||||||
| Net income/(loss) | 21.0% | 14.4% | 63.3% | 19.8% | (38.6%) | 112.2% | 10.4% | (13.1%) |
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| Q4/23 | Q3/23 | Q2/23 | Q1/23 | Q4/22 | Q3/22 | Q2/22 | Q1/22 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Statistics | ||||||||||||||||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||||||||||||||
| Beginning of period assets | $ | 93,735 | $ | 93,666 | $ | 90,740 | $ | 81,993 | $ | 70,878 | $ | 74,302 | $ | 79,407 | $ | 77,479 | ||||||||
| (Outflows)/inflows | (255) | 1,983 | 2,327 | 6,341 | 5,264 | 1,747 | 3,852 | 1,319 | ||||||||||||||||
| Market appreciation/(depreciation) | 6,644 | (1,914) | 599 | 2,406 | 5,851 | (5,171) | (8,957) | 609 | ||||||||||||||||
| End of period assets | $ | 100,124 | $ | 93,735 | $ | 93,666 | $ | 90,740 | $ | 81,993 | $ | 70,878 | $ | 74,302 | $ | 79,407 | ||||||||
| Average assets during the period | $ | 96,557 | $ | 95,743 | $ | 91,578 | $ | 87,508 | $ | 77,649 | $ | 74,677 | $ | 77,738 | $ | 77,809 | ||||||||
| Average advisory fee during the period | 0.36% | 0.36% | 0.36% | 0.36% | 0.36% | 0.41% | 0.40% | 0.41% | ||||||||||||||||
| Number of ETPs—end of the period | 337 | 344 | 344 | 341 | 339 | 347 | 344 | 341 | ||||||||||||||||
| U.S. LISTED ETFs (in millions) | ||||||||||||||||||||||||
| Beginning of period assets | $ | 68,018 | $ | 65,903 | $ | 61,283 | $ | 55,973 | $ | 48,043 | $ | 47,255 | $ | 48,622 | $ | 48,210 | ||||||||
| (Outflows)/inflows | (67) | 3,601 | 3,249 | 4,012 | 4,232 | 3,812 | 4,278 | 2,250 | ||||||||||||||||
| Market appreciation/(depreciation) | 4,535 | (1,486) | 1,371 | 1,298 | 3,698 | (3,024) | (5,645) | (1,838) | ||||||||||||||||
| End of period assets | $ | 72,486 | $ | 68,018 | $ | 65,903 | $ | 61,283 | $ | 55,973 | $ | 48,043 | $ | 47,255 | $ | 48,622 | ||||||||
| Average assets during the period | $ | 69,717 | $ | 68,008 | $ | 62,712 | $ | 59,430 | $ | 53,655 | $ | 49,466 | $ | 48,270 | $ | 47,499 | ||||||||
| Number of ETFs—end of the period | 76 | 80 | 80 | 80 | 79 | 78 | 77 | 77 | ||||||||||||||||
| EUROPEAN LISTED ETPs (in millions) | ||||||||||||||||||||||||
| Beginning of period assets | $ | 25,717 | $ | 27,763 | $ | 29,457 | $ | 26,020 | $ | 22,835 | $ | 27,047 | $ | 30,785 | $ | 29,269 | ||||||||
| (Outflows)/inflows | (188) | (1,618) | (922) | 2,329 | 1,032 | (2,065) | (426) | (931) | ||||||||||||||||
| Market appreciation/(depreciation) | 2,109 | (428) | (772) | 1,108 | 2,153 | (2,147) | (3,312) | 2,447 | ||||||||||||||||
| End of period assets | $ | 27,638 | $ | 25,717 | $ | 27,763 | $ | 29,457 | $ | 26,020 | $ | 22,835 | $ | 27,047 | $ | 30,785 | ||||||||
| Average assets during the period | $ | 26,840 | $ | 27,735 | $ | 28,866 | $ | 28,078 | $ | 23,994 | $ | 25,211 | $ | 29,468 | $ | 30,310 | ||||||||
| Number of ETPs—end of the period | 261 | 264 | 264 | 261 | 260 | 269 | 267 | 264 | ||||||||||||||||
| PRODUCT CATEGORIES | ||||||||||||||||||||||||
| U.S. Equity | ||||||||||||||||||||||||
| Beginning of period assets | $ | 25,644 | $ | 26,001 | $ | 24,534 | $ | 24,112 | $ | 20,952 | $ | 21,058 | $ | 23,738 | $ | 23,860 | ||||||||
| Inflows/(outflows) | 487 | 864 | 414 | (149) | 1,022 | 1,239 | 306 | 779 | ||||||||||||||||
| Market appreciation/(depreciation) | 3,025 | (1,221) | 1,053 | 571 | 2,138 | (1,345) | (2,986) | (901) | ||||||||||||||||
| End of period assets | $ | 29,156 | $ | 25,644 | $ | 26,001 | $ | 24,534 | $ | 24,112 | $ | 20,952 | $ | 21,058 | $ | 23,738 | ||||||||
| Average assets during the period | $ | 26,844 | $ | 26,501 | $ | 24,732 | $ | 24,725 | $ | 23,492 | $ | 22,534 | $ | 22,362 | $ | 23,134 |
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| Q4/23 | Q3/23 | Q2/23 | Q1/23 | Q4/22 | Q3/22 | Q2/22 | Q1/22 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Commodity & Currency | ||||||||||||||||||||||||
| Beginning of period assets | $ | 20,465 | $ | 22,384 | $ | 24,924 | $ | 22,097 | $ | 19,561 | $ | 23,624 | $ | 26,302 | $ | 24,599 | ||||||||
| (Outflows)/inflows | (449) | (1,815) | (1,513) | 2,003 | 796 | (2,180) | (475) | (1,053) | ||||||||||||||||
| Market appreciation/(depreciation) | 1,320 | (104) | (1,027) | 824 | 1,740 | (1,883) | (2,203) | 2,756 | ||||||||||||||||
| End of period assets | $ | 21,336 | $ | 20,465 | $ | 22,384 | $ | 24,924 | $ | 22,097 | $ | 19,561 | $ | 23,624 | $ | 26,302 | ||||||||
| Average assets during the period | $ | 21,254 | $ | 22,278 | $ | 24,033 | $ | 23,807 | $ | 20,345 | $ | 21,625 | $ | 25,766 | $ | 25,891 | ||||||||
| Fixed Income | ||||||||||||||||||||||||
| Beginning of period assets | $ | 21,797 | $ | 20,215 | $ | 18,708 | $ | 15,273 | $ | 11,695 | $ | 9,192 | $ | 5,418 | $ | 4,356 | ||||||||
| (Outflows)/inflows | (715) | 1,671 | 1,471 | 3,513 | 3,392 | 2,628 | 4,038 | 1,242 | ||||||||||||||||
| Market appreciation/(depreciation) | 115 | (89) | 36 | (78) | 186 | (125) | (264) | (180) | ||||||||||||||||
| End of period assets | $ | 21,197 | $ | 21,797 | $ | 20,215 | $ | 18,708 | $ | 15,273 | $ | 11,695 | $ | 9,192 | $ | 5,418 | ||||||||
| Average assets during the period | $ | 21,889 | $ | 20,965 | $ | 19,185 | $ | 17,176 | $ | 13,962 | $ | 10,077 | $ | 7,426 | $ | 4,691 | ||||||||
| International Developed Market Equity | ||||||||||||||||||||||||
| Beginning of period assets | $ | 13,902 | $ | 13,423 | $ | 11,433 | $ | 10,195 | $ | 9,183 | $ | 9,968 | $ | 11,422 | $ | 11,894 | ||||||||
| Inflows/(outflows) | 9 | 798 | 1,593 | 450 | 40 | (115) | 79 | 97 | ||||||||||||||||
| Market appreciation/(depreciation) | 1,192 | (319) | 397 | 788 | 972 | (670) | (1,533) | (569) | ||||||||||||||||
| End of period assets | $ | 15,103 | $ | 13,902 | $ | 13,423 | $ | 11,433 | $ | 10,195 | $ | 9,183 | $ | 9,968 | $ | 11,422 | ||||||||
| Average assets during the period | $ | 14,267 | $ | 13,873 | $ | 12,276 | $ | 10,879 | $ | 10,000 | $ | 10,032 | $ | 10,695 | $ | 11,543 | ||||||||
| Emerging Market Equity | ||||||||||||||||||||||||
| Beginning of period assets | $ | 9,569 | $ | 9,191 | $ | 8,811 | $ | 8,116 | $ | 7,495 | $ | 8,386 | $ | 9,991 | $ | 10,375 | ||||||||
| Inflows/(outflows) | 412 | 451 | 329 | 486 | (53) | 114 | (223) | 189 | ||||||||||||||||
| Market appreciation/(depreciation) | 745 | (73) | 51 | 209 | 674 | (1,005) | (1,382) | (573) | ||||||||||||||||
| End of period assets | $ | 10,726 | $ | 9,569 | $ | 9,191 | $ | 8,811 | $ | 8,116 | $ | 7,495 | $ | 8,386 | $ | 9,991 | ||||||||
| Average assets during the period | $ | 9,833 | $ | 9,652 | $ | 8,998 | $ | 8,666 | $ | 7,770 | $ | 8,329 | $ | 9,155 | $ | 10,116 |
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| Q4/23 | Q3/23 | Q2/23 | Q1/23 | Q4/22 | Q3/22 | Q2/22 | Q1/22 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Leveraged & Inverse | ||||||||||||||||||||||||
| Beginning of period assets | $ | 1,781 | $ | 1,864 | $ | 1,785 | $ | 1,754 | $ | 1,523 | $ | 1,618 | $ | 1,860 | $ | 1,777 | ||||||||
| (Outflows)/inflows | (59) | (1) | 12 | 43 | 59 | 45 | 90 | (1) | ||||||||||||||||
| Market appreciation/(depreciation) | 93 | (82) | 67 | (12) | 172 | (140) | (332) | 84 | ||||||||||||||||
| End of period assets | $ | 1,815 | $ | 1,781 | $ | 1,864 | $ | 1,785 | $ | 1,754 | $ | 1,523 | $ | 1,618 | $ | 1,860 | ||||||||
| Average assets during the period | $ | 1,803 | $ | 1,894 | $ | 1,798 | $ | 1,757 | $ | 1,623 | $ | 1,589 | $ | 1,770 | $ | 1,835 | ||||||||
| Cryptocurrency | ||||||||||||||||||||||||
| Beginning of period assets | $ | 243 | $ | 248 | $ | 239 | $ | 136 | $ | 163 | $ | 151 | $ | 383 | $ | 357 | ||||||||
| Inflows/(outflows) | 28 | 10 | (1) | 13 | (4) | — | 3 | 37 | ||||||||||||||||
| Market appreciation/(depreciation) | 143 | (15) | 10 | 90 | (23) | 12 | (235) | (11) | ||||||||||||||||
| End of period assets | $ | 414 | $ | 243 | $ | 248 | $ | 239 | $ | 136 | $ | 163 | $ | 151 | $ | 383 | ||||||||
| Average assets during the period | $ | 325 | $ | 238 | $ | 236 | $ | 190 | $ | 152 | $ | 178 | $ | 265 | $ | 324 | ||||||||
| Alternatives | ||||||||||||||||||||||||
| Beginning of period assets | $ | 334 | $ | 340 | $ | 306 | $ | 310 | $ | 306 | $ | 305 | $ | 293 | $ | 261 | ||||||||
| Inflows/(outflows) | 32 | 5 | 22 | (18) | 12 | 16 | 34 | 29 | ||||||||||||||||
| Market appreciation/(depreciation) | 11 | (11) | 12 | 14 | (8) | (15) | (22) | 3 | ||||||||||||||||
| End of period assets | $ | 377 | $ | 334 | $ | 340 | $ | 306 | $ | 310 | $ | 306 | $ | 305 | $ | 293 | ||||||||
| Average assets during the period | $ | 342 | $ | 342 | $ | 320 | $ | 308 | $ | 305 | $ | 313 | $ | 299 | $ | 275 | ||||||||
| Headcount | 303 | 299 | 291 | 279 | 273 | 274 | 264 | 253 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
Non-GAAP Financial Measurements
In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include:
Adjusted net income and diluted earnings per share.
We disclose adjusted net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to analyze our performance. These non-GAAP financial measurements exclude the following:
• Unrealized gains or losses on revaluation/termination of deferred consideration—gold payments: Deferred consideration—gold payments was an obligation we assumed in connection with the ETFS Acquisition that was carried at fair value. This item represented the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations have had a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item when calculating our non-GAAP financial measurements as it was not core to our operating business. The item was not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate. During the second quarter of 2023, we terminated this obligation for aggregate consideration totaling approximately $137.0 million.
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• Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating our non-GAAP financial measurements as the gains and losses introduce volatility in earnings and are not core to our operating business.
• Tax windfalls and shortfalls upon vesting and exercise of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting and exercise of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when calculating our non-GAAP financial measurements as they introduce volatility in earnings and are not core to our operating business.
• Imputed interest on our payable to GBH: During the fourth quarter of 2023, we repurchased our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of our common stock, from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. Under U.S. GAAP, the obligation is recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation. We exclude this item when calculating our non-GAAP financial measurements as recognition of interest expense is non-cash and contrary to the stated terms of our obligation.
• Other items: Unrealized gains and losses recognized on our investments, changes in deferred tax asset valuation allowances, expenses incurred in response to an activist campaign, impairment charges, a loss on extinguishment of debt and a gain recognized upon the sale of our Canadian ETF business (including the remeasurement of contingent consideration) are excluded when calculating our non-GAAP financial measurements.
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| Adjusted Net Income and Diluted Earnings per Share: | Years Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| Net income, as reported | $ | 102,546 | $ | 50,684 | $ | 49,797 | |||
| Deduct: Gain on revaluation/termination of deferred consideration | (61,953) | (27,765) | (2,018) | ||||||
| Add back: Loss on extinguishment of convertible notes, net of income taxes | 9,623 | — | — | ||||||
| Add back: Impairments, net of income taxes | 6,013 | — | 12,247 | ||||||
| Add back: Expenses incurred in response to an activist campaign, net of income taxes | 4,452 | 3,376 | — | ||||||
| Add back: Increase in deferred tax valuation allowance on financial instruments owned and investments | 2,113 | 4,729 | — | ||||||
| Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration | (1,477) | — | (787) | ||||||
| Add back/(deduct): Unrealized loss/(gain) recognized on our investments, net of income taxes | 607 | 290 | (284) | ||||||
| Add back: Losses on financial instruments owned, at fair value, net of income taxes | 392 | 12,505 | 2,507 | ||||||
| Add back: Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes | 367 | — | — | ||||||
| Add back: Imputed interest on payable to GBH, net of income taxes | 224 | — | — | ||||||
| Deduct: Tax windfalls upon vesting and exercise of stock-based compensation awards | (176) | (541) | (110) | ||||||
| Deduct: Decrease in deferred tax valuation allowance on net operating losses of a European subsidiary | — | (1,609) | — | ||||||
| Adjusted net income | $ | 62,731 | $ | 41,669 | $ | 61,352 | |||
| Deduct: Income distributed to participating securities | (2,770) | (2,186) | (2,168) | ||||||
| Deduct: Undistributed income allocable to participating securities | (5,868) | (2,509) | (4,630) | ||||||
| Adjusted net income available to common stockholders | $ | 54,093 | $ | 36,974 | $ | 54,554 | |||
| Weighted average diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements) | 147,827 | 143,295 | 145,055 | ||||||
| Adjusted earnings per share—diluted | $ | 0.37 | $ | 0.26 | $ | 0.38 |
Adjusted net income as reported on a non-GAAP basis during the year ended December 31, 2023 also excludes a gain of $8.0 million recognized upon the repurchase of our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of our common stock. Under U.S. GAAP, this amount is excluded from net income, but is required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share.
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Liquidity and Capital Resources
The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| Balance Sheet Data (in thousands): | ||||||
| Cash and cash equivalents | $ | 129,305 | $ | 132,101 | ||
| Financial instruments owned, at fair value | 58,722 | 126,239 | ||||
| Accounts receivable | 35,473 | 30,549 | ||||
| Securities held-to-maturity | 230 | 259 | ||||
| Total: Liquid assets | 223,730 | 289,148 | ||||
| Less: Total current liabilities | (103,216) | (148,434) | ||||
| Less: Other assets—seed capital (WisdomTree Digital Funds) | (18,308) | (1,765) | ||||
| Less: Regulatory capital requirements | (29,156) | (25,988) | ||||
| Total: Available liquidity | $ | 73,050 | $ | 112,961 |
| Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | |||||||
| Cash Flow Data (in thousands): | |||||||||
| Operating cash flows | $ | 85,600 | $ | 55,087 | $ | 75,318 | |||
| Investing cash flows | 82,049 | (37,657) | (99,632) | ||||||
| Financing cash flows | (171,636) | (22,780) | 92,553 | ||||||
| Foreign exchange rate effect | 1,191 | (3,258) | (955) | ||||||
| (Decrease)/increase in cash and cash equivalents | $ | (2,796) | $ | (8,608) | $ | 67,284 |
Liquidity
We consider our available liquidity to be our liquid assets, less our current liabilities and regulatory capital requirements of certain European subsidiaries. Liquid assets consist of cash and cash equivalents, financial instruments owned, at fair value, accounts receivable and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation for employees.
Cash and cash equivalents decreased $2.8 million during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023, $57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance costs in respect of our 5.75% Convertible Senior Notes due 2028, or the 2023 Notes, $2.1 million used for software development and $1.2 million used in other activities. These decreases were partly offset by $130.0 million of proceeds from the issuance of the 2023 Notes, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency, Inc. to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business, and $1.1 million from other activities.
Cash and cash equivalents decreased $8.6 million during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds from the sale of financial instruments owned, at fair value. These increases were partly offset by $67.7 million used to purchase financial instruments owned, at fair value, $21.9 million used to purchase investments, $19.4 million used to pay dividends, $3.4 million used to repurchase our common stock and $3.4 million from other activities.
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Cash and cash equivalents increased $67.3 million during the year ended December 31, 2021 due to $150.0 million of proceeds from the issuance of our 3.25% Convertible Senior Notes due 2026, or the 2021 Notes, $75.3 million of net cash provided by operating activities, $19.4 million of proceeds from the sale of financial instruments owned, at fair value and $2.4 million of proceeds from the receipt of contingent consideration from the sale of our Canadian ETF business. These increases were partly offset by $115.5 million used to purchase financial instruments owned, at fair value, $34.5 million used to repurchase our common stock, $19.5 million used to pay dividends on our common stock, $5.8 million used to purchase investments, $4.3 million used to pay the 2021 Notes issuance costs and $0.2 million from other activities.
Issuance of Convertible Notes
On February 14, 2023, we issued and sold $130.0 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between us and U.S. Bank Trust Company, National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).
On June 14, 2021, we issued and sold $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.
On June 16, 2020, we issued and sold $150.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On August 13, 2020, we issued and sold $25.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, which constituted a further issuance of, and formed a single series with, our June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).
In connection with the issuance of the 2023 Notes, we repurchased $115.0 million in aggregate principal amount of the 2020 Notes. As a result of this repurchase, we recognized a loss on extinguishment of approximately $9.7 million during the year ended December 31, 2023. The remainder of the 2020 Notes matured on June 15, 2023 and were settled for approximately $59.9 million of cash and approximately 1.0 million shares of our common stock.
After the repurchase and maturity of the 2020 Notes and the issuance of the 2023 Notes (such 2023 Notes, together with the 2021 Notes, the “Convertible Notes”), we had $280.0 million in aggregate principal amount of Convertible Notes outstanding.
Key terms of the Convertible Notes are as follows:
| 2023 Notes | 2021 Notes | |||||
|---|---|---|---|---|---|---|
| Principal outstanding | $ | 130.0 | $ | 150.0 | ||
| Maturity date (unless earlier converted, repurchased or redeemed) | August 15, 2028 | June 15, 2026 | ||||
| Interest rate | 5.75% | 3.25% | ||||
| Conversion price | $ | 9.54 | $ | 11.04 | ||
| Conversion rate | 104.8658 | 90.5797 | ||||
| Redemption price | $ | 12.40 | $ | 14.35 |
• Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2023 Notes (beginning on August 15, 2023) and on June 15 and December 15 of each year for the 2021 Notes.
• Conversion price: Convertible at an initial conversion rate set forth in the table above into shares of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.
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• Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028 and March 15, 2026 for the 2023 Notes and the 2021 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2028 and March 15, 2026 in respect of the 2023 Notes, and the 2021 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
• Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of its common stock.
• Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2025 and June 20, 2023 in respect of the 2023 Notes and the 2021 Notes, respectively, and on or prior to the 55th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes.
• Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.
• Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares and 144.9275 shares of our common stock per $1,000 principal amount of the 2023 Notes and the 2021 Notes, respectively (the equivalent of 43,551,214 shares of our common stock), subject to adjustment.
• Seniority and Security: The 2023 Notes and 2021 Notes rank equal in right of payment, and are our senior unsecured obligations, but are subordinated in right of payment to our obligations to make certain redemption payments (if and when due) in respect of our Series A Preferred Stock (See Note 11 to our Consolidated Financial Statements).
The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the respective holders of not less than 25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future.
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Our ability to satisfy our contractual obligations as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at December 31, 2023 was approximately $29.2 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset future equity grants made under our equity plans.
During the year ended December 31, 2023, we repurchased 635,653 shares of our common stock under the repurchase program for an aggregate cost of $3.6 million. Currently, approximately $96.4 million remains under this program for future purchases. We also repurchased our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of common stock, from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date.
Contractual Obligations
Convertible Notes
We currently have $280.0 million aggregate principal amount of Convertible Notes outstanding, of which $150.0 million and $130.0 million are scheduled to mature on June 15, 2026 and August 15, 2028, respectively, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement of the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of its common stock. We currently anticipate refinancing these obligations when due.
See the section titled “Issuance of Convertible Notes” above for additional information.
Deferred Consideration–Gold Payments
On
May 10, 2023, we entered into and closed on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the
contractual gold payments. Pursuant to that agreement, we paid consideration totaling $136.9 million, including an aggregate of
$50.0 million in cash and the issuance of 13,087 shares of Series C Preferred Stock (valued at $86.9 million, based
on the closing price of our common stock on May 9, 2023 of $6.64 per share), which was convertible into 13,087,000 shares of
our common stock. The Series C Preferred Stock was subsequently repurchased on November 20, 2023 as described in
“Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information.
Payable to GBH
On November 20, 2023, we repurchased our Series C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction.
Operating Leases
Total
future minimum lease payments with respect to our operating lease liabilities were $0.6 million at December 31, 2023. Cash
flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease
payments. See Note 13 to our Consolidated Financial Statements for additional information.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. business and European business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually on November 30th. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for our intangible assets is November 30th. The results of our analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates of 3.0% and a weighted average cost of capital of 10.5%.
Investments
We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within ASU 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. See Note 7 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).
Revenue Recognition
We earn substantially all of our revenue in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
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FY 2022 10-K MD&A
SEC filing source: 0001193125-23-054126.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Introduction
We are a global financial innovator, offering a well-diversified suite of ETPs, models and solutions. We empower investors to shape their future and support financial professionals to better serve their clients and grow their businesses. We leverage the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience. Building on our heritage of innovation, we are also developing next-generation digital products and structures, including Digital Funds and tokenized assets, as well as our blockchain-native digital wallet, WisdomTree Prime™.
We have approximately $82.0 billion in AUM as of December 31, 2022. Our family of ETPs includes products that provide exposure to equities, commodities, fixed income, leveraged-and-inverse, currency, cryptocurrency and alternative strategies. We have launched many first-to-market products and pioneered alternative weighting we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost-effective funds that are built to perform. Most of our equity-based funds employ a fundamentally weighted investment methodology, which weights securities based on factors such as dividends, earnings or investment factors, whereas most other industry indexes use a capitalization weighted methodology. These products are distributed through all major channels in the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers primarily through our sales force. We believe technology is altering the way financial advisors conduct business and through our Advisor Solutions program we offer technology-enabled and research-driven solutions including portfolio construction, asset allocation, practice management services and digital tools to help financial advisors address technology challenges and grow and scale their businesses.
We are at the forefront of innovation and believe that tokenization and leveraging the utility of blockchain technology is the next evolution in financial services. We are building the foundation that will allow us to lead in this coming evolution. WisdomTree Prime™, our blockchain-native digital wallet, is currently in beta testing and positions us to expand our blockchain-enabled financial services product offerings with a new direct-to-consumer channel where spending, saving and investing are united. As we continue to pursue our digital assets strategy, we are embracing a concept we refer to as “responsible DeFi,” which we believe upholds the foundational principles of regulation in this innovative and quickly evolving space. We believe that our expansion into digital assets will complement our existing core competencies in a holistic manner, diversify our revenue streams and contribute to our growth.
Executive Summary
Our business continues to generate significant positive momentum while executing against our long-term strategic initiatives. We have meaningful opportunities ahead in both the ETFs, models and Advisor Solutions business and as an early mover in digital assets and blockchain-enabled financial services.
We are in the midst of our 10th consecutive quarter of net inflows and this past year generated over $12 billion of net flows, our strongest flowing year since 2015, representing organic flow growth of 16%. While we have had great success growing our U.S. Floating Rate Treasury Fund, or USFR, to over $13 billion in AUM, our total inflow profile is both broad and deep. During the year ended December 31, 2022, we gathered net inflows in 7 of our 8 major product categories, including U.S. Equity, which gathered over $3.3 billion of flows, a 14% pace of organic growth in 2022. AUM diversification and product performance have us well-positioned to continue on this growth trajectory.
Our models strategy is succeeding as we continue to expand both the number of our model partners as well as the number of models on partner platforms. We are focused on partner platforms such as Merrill Lynch, Morgan Stanley and others, as well as being an outsourced solution for smaller registered investment advisers and independent broker-dealers that make model portfolios easier to trade through our Portfolio & Growth Solutions which we launched in April 2022. Continued success in winning advisor mindshare should lead to model flows that are recurring in nature and stackable on top of our current inflow profile.
While we remain focused on providing investors with the best product structure to access various asset classes through ETFs, we believe that by leveraging blockchain technology, tokenized assets are the best product structure of tomorrow and future of
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financial services. Our commitment to our digital assets strategy is demonstrated through the achievement of key milestones which includes (i) continued development of our blockchain-native digital wallet, WisdomTree Prime™, which is currently in beta testing with a nationwide rollout targeted in 2023 (ii) the tokenization of real world assets like physical gold (i.e., gold tokens) and U.S. dollars (i.e., dollar tokens); (iii) the SEC declaring effective the registration of the WisdomTree Short-Term Treasury Digital Fund and nine other digital or blockchain-enabled mutual funds, which provide a variety of different exposures to fixed income and equity securities; and (iv) FINRA approving WT Securities to operate as a mutual fund retailer, which will allow it to facilitate transactions in Digital Funds offered in WisdomTree Prime™. We believe that these key milestones coupled with our ability to further execute on our digital assets strategy will serve as fundamental building blocks to solidify our position as an early mover, forward-thinking innovator and industry leader in blockchain-enabled financial services.
Additional business highlights include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We launched a brand-expansion campaign, changed our name and ticker symbol and moved our listing to the New York Stock Exchange. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | In the U.S., we were named a 2022 Best Places to Work in Money Management by Pension & Investments for the third consecutive year and six years total, and were selected as the top firm within the category for managers with 100-499 employees. We were also named Best WorkPlace for medium-sized companies in the U.K. for a third consecutive year and a 2022 Best Workplace for Women for medium-sized companies by Great Place to Work. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We won Best US Fixed Income ETF Issuer ($1 billion to $5 billion) at the ETF Express US Awards 2022 and Asset Manager Website of the Year for the second year in a row at the Mutual Fund Industry and ETF Awards 2022. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Strong product performance with over 80% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the very short (1 year) and very long (15 year) timeframes and over 40% of our U.S. listed AUM in 4- and 5-star funds (less than 5% in 1-and 2-star funds). |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We launched 15 new European listed ETPs and three new U.S. listed ETPs. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We issued $130.0 million of convertible senior notes due 2028, retired $115.0 million of convertible senior notes due 2023 and returned approximately $22.8 million to our stockholders through our ongoing quarterly cash dividend and stock repurchases. |
Market Environment
The following chart reflects the annual returns of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
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U.S. Listed ETF Industry Flows
U.S. listed ETF net flows for the year ended December 31, 2022 were $567.2 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
European Listed ETP Industry Flows
European listed ETP net flows were $74.2 billion for the year ended December 31, 2022. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
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Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions in the asset management industry have either been announced or completed. These trends have accelerated, as fee compression, cost pressures and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s market. We have significant opportunities ahead in both the ETFs, models and Advisor Solutions business and as an early mover in digital assets and blockchain-enabled financial services which positions us well for success to grow in this competitive landscape.
Components of Operating Revenue
Advisory fees
Substantially all of our revenues are comprised of advisory fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. Our weighted average fee rates by product category are as follows:
| Commodity & Currency: | 37bps | Leveraged & Inverse: | 87bps | |||
|---|---|---|---|---|---|---|
| International Developed Market Equity: | 50bps | Fixed Income: | 16bps | |||
| U.S. Equity: | 31bps | Alternatives: | 58bps | |||
| Emerging Market Equity: | 51bps | Cryptocurrency: | 96bps |
We determine the appropriate advisory fee to charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing certain fund expenses.
Our advisory fee revenues may fluctuate based on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar, increased competition and level of inflows or outflows from our ETPs.
Other income
Other income includes rebates from swap providers to our European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses are expensed when incurred and include salaries, incentive compensation, and related benefit costs. To attract and retain qualified personnel, we must maintain competitive employee compensation and benefit plans and amounts we pay may be affected by inflation. Virtually all of our employees receive incentive compensation which is variable and will fluctuate taking into consideration our operating and financial results, as well as discretion.
Also included in compensation and benefits are costs related to equity awards granted to our employees. Our executive management and Board of Directors strongly believe that equity awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the vesting period.
Fund management and administration
Fund management and administration expenses are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs and Digital Funds:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | portfolio management of our ETPs (sub-advisory); |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | fund accounting and administration; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | custodial and storage services; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | market making; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | transfer agency; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | accounting and tax services; |
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| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | printing and mailing of stockholder materials; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | index calculation; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | indicative values; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | distribution fees; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | legal and compliance services; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | exchange listing fees; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | trustee fees and expenses; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | preparation of regulatory reports and filings; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | insurance; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | certain local income taxes; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | other administrative services. |
We are not responsible for extraordinary expenses, taxes and certain other expenses related to the funds.
We depend on a number of parties to provide critical portfolio management services to our ETPs. The fees we pay our sub-advisers generally are the higher of the fixed minimums per fund, which range from $25,000 to $737,000 per year, or the percentage fee, which ranges between 0.01% and 0.20% per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based on transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer agency, index calculation, indicative values and exchange listing are based on the number of ETFs we have. The remaining fees are based on a combination of both AUM and number of funds, or as incurred.
Marketing and advertising
Marketing and advertising expenses are recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | development and maintenance of our website; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | creation and preparation of marketing materials. |
Our discretionary advertising comprises the largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs, they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | travel and entertainment or conference related expenses for our sales force; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | market data services for our research team; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | sales related software tools; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | voluntary payment of certain costs associated with the creation or redemption of ETF shares, as we may elect from time to time; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | legal and other advisory fees associated with the development of new funds or business initiatives. |
Contractual gold payments
Contractual gold payments expense represents an ongoing obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earn for managing physically backed gold ETPs. See Note 10 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees are expensed when incurred and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources or other consultants. Professional fees also include expenses we pay third-party service providers related to WisdomTree Prime™ and expenses incurred in response to an activist campaign. These expenses fluctuate based on our needs or requirements at the time. Certain of these costs are at our discretion and can fluctuate year to year.
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Occupancy, communications and equipment
Occupancy, communications and equipment expense includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results from depreciation on fixed assets we purchase as well as amortization of internally-developed software, which are depreciated/amortized over three to five years.
Third-party distribution fees
Third-party distribution fees, which are expensed as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Acquisition and disposition-related costs
Acquisition and disposition-related costs are principally associated with the sale of our Canadian ETF business, which was completed in February 2020.
Other
Other expenses consist primarily of insurance premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment and board of director fees, including stock-based compensation related to equity awards we granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective interest method which includes the amortization of discounts, premiums and issuance costs.
Revaluation of deferred consideration–gold payments
Deferred consideration arose in connection with the ETFS Acquisition and is remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. See Note 10 to our Consolidated Financial Statements for additional information.
Interest income
Interest income, which is recognized on an accrual basis, arises from investing our corporate cash and on notes receivable previously outstanding.
Other losses and gains, net
Included herein are gains and losses arising from our financial instruments owned, the sale of gold earned from advisory fees paid by physically-backed gold ETPs, foreign exchange and other miscellaneous items. Also included are losses arising from the release of tax-related indemnification assets upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due to federal, various state and local and certain foreign authorities.
Expense Guidance for the Year Ending December 31, 2023
Compensation Expense
Our compensation expense for the year ending December 31, 2023 is currently estimated to range from $96.0 million to $106.0 million and takes into consideration variability in incentive compensation, the competitive landscape, inflationary pressures and hiring both in our core business and digital assets.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary spending for the year ending December 31, 2023 to range from $56.0 million to $59.0 million.
Not included in the guidance above are any potential non-recurring expenses we may incur in response to a potential proxy contest. Such expenses could be material to our results of operations for the year ending December 31, 2023.
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Gross Margin
We define gross margin as total operating revenues less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. For the year ending December 31, 2023, we currently estimate that our gross margin percentage will be 78% at current AUM and revenue levels and would anticipate margin expansion assuming continued organic flow growth.
Contractual Gold Payments
We currently estimate our contractual gold payments expense for the year ending December 31, 2023 to be approximately $18.0 million based upon current gold prices. This expense is measured based upon actual monthly average gold prices.
Third-Party Distribution Expense
We currently estimate third-party distribution expense to be approximately $8.0 million to $9.0 million for the year ending December 31, 2023, which is dependent upon the AUM growth on our respective platforms.
Income Tax Expense
We currently estimate that our consolidated normalized effective tax rate will be approximately 23% for the year ending December 31, 2023, an increase from 22% during the prior year primarily due to the main rate of corporate taxation in the U.K. rising from 19% to 25% effective April 1, 2023.
This estimated rate may change and is dependent upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted. Such items may include, but are not limited to, any revaluation on deferred consideration–gold payments, reductions in unrecognized tax benefits and any stock-based compensation windfalls or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
Factors that May Impact our Future Financial Results
Our AUM is well diversified across the commodity, U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well as the performance of these products.
Our revenues are also highly correlated to the level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our average advisory fee, which, for the years ended December 31, 2020, 2021 and 2022 were 0.40%, 0.41% and 0.38%, respectively.
The chart below sets forth the asset mix of our ETPs at December 31, 2020, 2021 and 2022:
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Key Operating Statistics
The following table presents key operating statistics that serve as indicators for the performance of our business:
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 77,479 | $ | 67,392 | $ | 63,525 | ||||||
| Assets sold | — | — | (778 | ) | ||||||||
| Inflows/(outflows) | 12,182 | 4,660 | (18 | ) | ||||||||
| Market (depreciation)/appreciation | (7,671 | ) | 5,446 | 4,663 | ||||||||
| Fund closures | (4 | ) | (19 | ) | — | |||||||
| End of period assets | $ | 81,986 | $ | 77,479 | $ | 67,392 | ||||||
| Average assets during the period | $ | 76,974 | $ | 73,441 | $ | 61,166 | ||||||
| Average advisory fee during the period | 0.38% | 0.41% | 0.40% | |||||||||
| Number of ETPs—end of the period | 348 | 329 | 309 | |||||||||
| US LISTED ETFs (in millions) | ||||||||||||
| Beginning of period assets | $ | 48,210 | $ | 38,517 | $ | 40,600 | ||||||
| Inflows/(outflows) | 14,572 | 4,950 | (1,253 | ) | ||||||||
| Market (depreciation)/appreciation | (6,807 | ) | 4,758 | (830 | ) | |||||||
| Fund closures | — | (15 | ) | — | ||||||||
| End of period assets | $ | 55,975 | $ | 48,210 | $ | 38,517 | ||||||
| Average assets during the period | $ | 49,727 | $ | 44,335 | $ | 34,224 | ||||||
| Number of ETPs—end of the period | 79 | 75 | 67 | |||||||||
| EUROPEAN LISTED ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 29,269 | $ | 28,875 | $ | 22,925 | ||||||
| Assets sold | — | — | (778 | ) | ||||||||
| (Outflows)/inflows | (2,390 | ) | (290 | ) | 1,235 | |||||||
| Market (depreciation)/appreciation | (864 | ) | 688 | 5,493 | ||||||||
| Fund closures | (4 | ) | (4 | ) | — | |||||||
| End of period assets | $ | 26,011 | $ | 29,269 | $ | 28,875 | ||||||
| Average assets during the period | $ | 27,247 | $ | 29,106 | $ | 26,942 | ||||||
| Number of ETPs—end of the period | 269 | 254 | 242 | |||||||||
| PRODUCT CATEGORIES (in millions) | ||||||||||||
| U.S. Equity | ||||||||||||
| Beginning of period assets | $ | 23,860 | $ | 18,367 | $ | 17,732 | ||||||
| Inflows/(outflows) | 3,346 | 1,543 | 765 | |||||||||
| Market (depreciation)/appreciation | (3,092 | ) | 3,950 | (130 | ) | |||||||
| End of period assets | $ | 24,114 | $ | 23,860 | $ | 18,367 | ||||||
| Average assets during the period | $ | 22,886 | $ | 21,264 | $ | 15,397 | ||||||
| Commodity & Currency | ||||||||||||
| Beginning of period assets | $ | 24,598 | $ | 25,879 | $ | 20,073 | ||||||
| (Outflows)/inflows | (2,911 | ) | (1,479 | ) | 472 | |||||||
| Market appreciation/(depreciation) | 401 | 198 | 5,334 | |||||||||
| End of period assets | $ | 22,088 | $ | 24,598 | $ | 25,879 | ||||||
| Average assets during the period | $ | 23,406 | $ | 25,027 | $ | 23,755 | ||||||
| Fixed Income | ||||||||||||
| Beginning of period assets | $ | 4,356 | $ | 3,309 | $ | 3,565 | ||||||
| Inflows/(outflows) | 11,299 | 1,131 | (281 | ) | ||||||||
| Market (depreciation)/appreciation | (382 | ) | (84 | ) | 25 | |||||||
| End of period assets | $ | 15,273 | $ | 4,356 | $ | 3,309 | ||||||
| Average assets during the period | $ | 9,039 | $ | 3,550 | $ | 3,540 |
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| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| International Developed Market Equity | ||||||||||||
| Beginning of period assets | $ | 11,894 | $ | 9,414 | $ | 13,011 | ||||||
| Inflows/(outflows) | 101 | 1,260 | (2,839 | ) | ||||||||
| Market (depreciation)/appreciation | (1,800 | ) | 1,220 | (758 | ) | |||||||
| End of period assets | $ | 10,195 | $ | 11,894 | $ | 9,414 | ||||||
| Average assets during the period | $ | 10,568 | $ | 10,750 | $ | 9,500 | ||||||
| Emerging Market Equity | ||||||||||||
| Beginning of period assets | $ | 10,375 | $ | 8,539 | $ | 6,400 | ||||||
| Inflows/(outflows) | 27 | 2,041 | 1,700 | |||||||||
| Market (depreciation)/appreciation | (2,286 | ) | (205 | ) | 439 | |||||||
| End of period assets | $ | 8,116 | $ | 10,375 | $ | 8,539 | ||||||
| Average assets during the period | $ | 8,843 | $ | 10,619 | $ | 6,057 | ||||||
| Leveraged & Inverse | ||||||||||||
| Beginning of period assets | $ | 1,775 | $ | 1,475 | $ | 1,131 | ||||||
| Inflows/(outflows) | 192 | 44 | 248 | |||||||||
| Market (depreciation)/appreciation | (213 | ) | 256 | 96 | ||||||||
| End of period assets | $ | 1,754 | $ | 1,775 | $ | 1,475 | ||||||
| Average assets during the period | $ | 1,702 | $ | 1,674 | $ | 1,352 | ||||||
| Alternatives | ||||||||||||
| Beginning of period assets | $ | 261 | $ | 215 | $ | 358 | ||||||
| Inflows/(outflows) | 91 | 39 | (125 | ) | ||||||||
| Market (depreciation)/appreciation | (42 | ) | 7 | (18 | ) | |||||||
| End of period assets | $ | 310 | $ | 261 | $ | 215 | ||||||
| Average assets during the period | $ | 298 | $ | 224 | $ | 251 | ||||||
| Cryptocurrency | ||||||||||||
| Beginning of period assets | $ | 357 | $ | 168 | $ | 1 | ||||||
| Inflows/(outflows) | 36 | 84 | 76 | |||||||||
| Market (depreciation)/appreciation | (257 | ) | 105 | 91 | ||||||||
| End of period assets | $ | 136 | $ | 357 | $ | 168 | ||||||
| Average assets during the period | $ | 230 | $ | 312 | $ | 30 | ||||||
| Closed ETPs | ||||||||||||
| Beginning of period assets | $ | 3 | $ | 26 | $ | 1,254 | ||||||
| Assets sold | — | — | (778 | ) | ||||||||
| Inflows/(outflows) | 1 | (3 | ) | (34 | ) | |||||||
| Market depreciation | — | (1 | ) | (416 | ) | |||||||
| Fund closures | (4 | ) | (19 | ) | — | |||||||
| End of period assets | $ | — | $ | 3 | $ | 26 | ||||||
| Average assets during the period | $ | 2 | $ | 21 | $ | 1,284 | ||||||
| Headcount | 273 | 241 | 217 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 76,974 | $ | 73,441 | $ | 3,533 | 4.8 | % | ||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees | $ | 293,632 | $ | 298,052 | $ | (4,420 | ) | (1.5 | %) | |||||||
| Other income | 7,713 | 6,266 | 1,447 | 23.1 | % | |||||||||||
| Total revenues | $ | 301,345 | $ | 304,318 | $ | (2,973 | ) | (1.0 | %) |
Average AUM
Our average AUM increased 4.8% from $73.4 billion at December 31, 2021 to $77.0 billion at December 31, 2022 due to net inflows partly offset by market depreciation.
Operating Revenues
Advisory fees
Advisory fee revenues decreased 1.5% from $298.1 million during the year ended December 31, 2021 to $293.6 million in the comparable period in 2022 as higher average AUM was offset by a decline in our average advisory fee. Our average advisory fee decreased from 0.41% during the year ended December 31, 2021 to 0.38% during the year ended December 31, 2022 due to AUM mix shift.
Other income
Other income increased 23.1% from $6.3 million during the year ended December 31, 2021 to $7.7 million in the comparable period in 2022 primarily due to higher fees associated with our European listed products.
Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||
| Compensation and benefits | $ | 97,897 | $ | 88,163 | $ | 9,734 | 11.0% | ||||||||
| Fund management and administration | 64,761 | 58,912 | 5,849 | 9.9% | |||||||||||
| Marketing and advertising | 15,302 | 14,090 | 1,212 | 8.6% | |||||||||||
| Sales and business development | 11,871 | 9,907 | 1,964 | 19.8% | |||||||||||
| Contractual gold payments | 17,108 | 17,096 | 12 | 0.1% | |||||||||||
| Professional fees | 13,800 | 7,616 | 6,184 | 81.2% | |||||||||||
| Occupancy, communications and equipment | 3,898 | 4,629 | (731) | (15.8%) | |||||||||||
| Depreciation and amortization | 262 | 738 | (476) | (64.5%) | |||||||||||
| Third-party distribution fees | 7,656 | 7,176 | 480 | 6.7% | |||||||||||
| Other | 8,705 | 6,933 | 1,772 | 25.6% | |||||||||||
| Total operating expenses | $ | 241,260 | $ | 215,260 | $ | 26,000 | 12.1% |
| As a Percent of Revenues: | Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Compensation and benefits | 32.5% | 28.9% | |||||
| Fund management and administration | 21.5% | 19.4% | |||||
| Marketing and advertising | 5.1% | 4.6% | |||||
| Sales and business development | 3.9% | 3.3% | |||||
| Contractual gold payments | 5.7% | 5.6% | |||||
| Professional fees | 4.6% | 2.5% | |||||
| Occupancy, communications and equipment | 1.3% | 1.5% | |||||
| Depreciation and amortization | 0.1% | 0.2% | |||||
| Third-party distribution fees | 2.5% | 2.4% | |||||
| Other | 2.9% | 2.3% | |||||
| Total operating expenses | 80.1% | 70.7% |
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Compensation and benefits
Compensation and benefits expense increased 11.0% from $88.2 million during the year ended December 31, 2021 to $97.9 million in the comparable period in 2022 due to higher incentive compensation and headcount. Headcount was 241 and 273 at December 31, 2021 and 2022, respectively.
Fund management and administration
Fund management and administration expense increased 9.9% from $58.9 million during the year ended December 31, 2021 to $64.8 million in the comparable period in 2022 primarily due to higher average AUM, product launches and inflows. We had 75 U.S. listed ETFs and 254 European listed ETPs at December 31, 2021 compared to 79 U.S. listed ETFs and 269 European listed ETPs at December 31, 2022.
Marketing and advertising
Marketing and advertising expense increased 8.6% from $14.1 million during the year ended December 31, 2021 to $15.3 million in the comparable period in 2022 primarily resulting from an increase in online and television advertising.
Sales and business development
Sales and business development expense increased 19.8% from $9.9 million during the year ended December 31, 2021 to $11.9 million in the comparable period in 2022 primarily resulting from increases in conference and events spending as well as market data costs.
Contractual gold payments
Contractual gold payments expense was essentially unchanged from the year ended December 31, 2021. This expense was associated with the annual payment of 9,500 ounces of gold and was calculated using the average daily spot price of $1,800 per ounce during the years ended December 31, 2021 and 2022, respectively.
Professional fees
Professional fees increased 81.2% from $7.6 million during the year ended December 31, 2021 to $13.8 million in the comparable period in 2022 due to $4.5 million incurred in response to an activist campaign and spending related to our digital assets business.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 15.8% from $4.6 million during the year ended December 31, 2021 to $3.9 million in the comparable period in 2022 as we reduced our office footprint in the U.S. and Europe.
Depreciation and amortization
Depreciation and amortization expense decreased 64.5% from $0.7 million during the year ended December 31, 2021 to $0.3 million in the comparable period in 2022 as we reduced our office footprint in the U.S. and Europe.
Third-party distribution fees
Third-party distribution fees increased 6.7% from $7.2 million during the year ended December 31, 2021 to $7.7 million in the comparable period in 2022 primarily due to new platform relationships in Europe and higher U.S. listed AUM on third-party platforms, partly offset by lower fees paid to our third-party marketing agent in Latin America.
Other
Other expenses increased 25.6% from $6.9 million during the year ended December 31, 2021 to $8.7 million in the comparable period in 2022 primarily due to higher insurance, public company compliance, travel and directors expenses.
Other Income/(Expenses)
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||||||||||
| Interest expense | $ | (14,935) | $ | (12,332) | $ | (2,603) | 21.1% | ||||||||
| Gain on revaluation of deferred consideration | 27,765 | 2,018 | 25,747 | 1,275.9% | |||||||||||
| Interest income | 3,320 | 2,009 | 1,311 | 65.3% | |||||||||||
| Impairments | — | (16,156) | 16,156 | n/a | |||||||||||
| Other losses, net | (36,285) | (7,926) | (28,359) | 357.8% | |||||||||||
| Total other expenses, net | $ | (20,135) | $ | (32,387) | $ | 12,252 | (37.8%) |
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| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2022 | 2021 | |||||
| Interest expense | (5.0%) | (4.1%) | |||||
| Gain on revaluation of deferred consideration | 9.2% | 0.7% | |||||
| Interest income | 1.1% | 0.7% | |||||
| Impairments | — | (5.3%) | |||||
| Other losses, net | (12.0%) | (2.6%) | |||||
| Total other expenses, net | (6.7%) | (10.6%) |
Interest expense
Interest expense increased 21.1% from $12.3 million during the year ended December 31, 2021 to $14.9 million in the comparable period in 2022 due to a higher level of debt outstanding in the current period. Our effective interest rate during the years ended December 31, 2021 and 2022 was 4.6%.
Gain on revaluation of deferred consideration
We recognized a gain on revaluation of deferred consideration of $2.0 million and $27.8 million during the years ended December 31, 2021 and 2022, respectively. The gain was primarily due to an increase in the discount rate (from 9.0% to 11.0%) used to compute the present value of the annual payment obligations as well as a steepening of the forward-looking gold curve. The magnitude of any gain or loss is highly correlated to changes in the discount rate and the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 65.3% from $2.0 million during the year ended December 31, 2021 to $3.3 million in the comparable period in 2022 due to an increase in financial instruments owned.
Impairments
During the year ended December 31, 2021, we recognized impairment charges totaling $16.2 million, including a loss of $9.3 million upon the termination of the lease of our former principal executive office at 245 Park Avenue, New York, New York, $6.6 million related to the write-off of leasehold improvements and fixed assets associated with our former New York office and $0.3 million upon exiting our London office (See Notes 9, 14 and 26 to our Consolidated Financial Statements).
Other losses, net
Other losses, net were ($7.9) million and ($36.3) million during the years ended December 31, 2021 and 2022, respectively. This includes a charge of $5.2 million and $19.9 million during the years ended December 31, 2021 and 2022, respectively, arising from the release of a tax-related indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the year ended December 31, 2021 and 2022, we also recognized losses on our financial instruments owned of $3.7 million and $16.5 million, respectively. In addition, during the year ended December 31, 2021, we recognized a gain of $0.8 million related to the remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for the year ended December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million. Our tax rate differs from the federal statutory rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned.
Our effective income tax rate for the year ended December 31, 2021 of 12.1% resulted in income tax expense of $6.9 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5.2 million reduction in unrecognized tax benefits and a lower tax rate on foreign earnings. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and non-deductible executive compensation.
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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||||
| AUM (in millions) | |||||||||||||||
| Average AUM | $ | 73,441 | $ | 61,166 | $ | 12,275 | 20.1% | ||||||||
| Operating Revenues (in thousands) | |||||||||||||||
| Advisory fees | $ | 298,052 | $ | 246,395 | $ | 51,657 | 21.0% | ||||||||
| Other income | 6,266 | 3,517 | 2,749 | 78.2% | |||||||||||
| Total revenues | $ | 304,318 | $ | 249,912 | $ | 54,406 | 21.8% |
Average AUM
Our average AUM increased 20.1% from $61.2 billion at December 31, 2020 to $73.4 billion at December 31, 2021 arising from market appreciation and net inflows.
Operating Revenues
Advisory fees
Advisory fee revenues increased 21.0% from $246.4 million during the year ended December 31, 2020 to $298.1 million in the comparable period in 2021 due to higher average AUM. Our average advisory fee increased from 0.40% during the year ended December 31, 2020 to 0.41% during the year ended December 31, 2021 due to AUM mix shift.
Other income
Other income increased 78.2% from $3.5 million during the year ended December 31, 2020 to $6.3 million in the comparable period in 2021 primarily due to higher fees associated with our European listed products.
Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||||||||||
| Compensation and benefits | $ | 88,163 | $ | 74,675 | $ | 13,488 | 18.1% | ||||||||
| Fund management and administration | 58,912 | 56,728 | 2,184 | 3.8% | |||||||||||
| Marketing and advertising | 14,090 | 11,128 | 2,962 | 26.6% | |||||||||||
| Sales and business development | 9,907 | 10,579 | (672) | (6.4%) | |||||||||||
| Contractual gold payments | 17,096 | 16,811 | 285 | 1.7% | |||||||||||
| Professional fees | 7,616 | 4,902 | 2,714 | 55.4% | |||||||||||
| Occupancy, communications and equipment | 4,629 | 6,427 | (1,798) | (28.0%) | |||||||||||
| Depreciation and amortization | 738 | 1,021 | (283) | (27.7%) | |||||||||||
| Third-party distribution fees | 7,176 | 5,219 | 1,957 | 37.5% | |||||||||||
| Acquisition and disposition-related costs | — | 416 | (416) | n/a | |||||||||||
| Other | 6,933 | 6,924 | 9 | 0.1% | |||||||||||
| Total operating expenses | $ | 215,260 | $ | 194,830 | $ | 20,430 | 10.5% |
| As a Percent of Revenues: | Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | ||||||
| Compensation and benefits | 28.9% | 29.8% | |||||
| Fund management and administration | 19.4% | 22.7% | |||||
| Marketing and advertising | 4.6% | 4.5% | |||||
| Sales and business development | 3.3% | 4.2% | |||||
| Contractual gold payments | 5.6% | 6.7% | |||||
| Professional fees | 2.5% | 2.0% | |||||
| Occupancy, communications and equipment | 1.5% | 2.6% | |||||
| Depreciation and amortization | 0.2% | 0.4% | |||||
| Third-party distribution fees | 2.4% | 2.1% | |||||
| Acquisition and disposition-related costs | n/a | 0.2% | |||||
| Other | 2.3% | 2.8% | |||||
| Total operating expenses | 70.7% | 78.0% |
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Compensation and benefits
Compensation and benefits expense increased 18.1% from $74.7 million during the year ended December 31, 2020 to $88.2 million in the comparable period in 2021 due to higher incentive compensation and headcount. Headcount was 217 and 241 at December 31, 2020 and 2021, respectively.
Fund management and administration
Fund management and administration expense increased 3.8% from $56.7 million during the year ended December 31, 2020 to $58.9 million in the comparable period in 2021 primarily due to higher average AUM and product launches. We had 67 U.S. listed ETFs and 242 European listed ETPs at December 31, 2020 compared to 75 U.S. listed ETFs and 254 European listed ETPs at December 31, 2021.
Marketing and advertising
Marketing and advertising expense increased 26.6% from $11.1 million during the year ended December 31, 2020 to $14.1 million in the comparable period in 2021 as our spending in the prior year was reduced at the onset of the COVID-19 pandemic.
Sales and business development
Sales and business development expense decreased 6.4% from $10.6 million during the year ended December 31, 2020 to $9.9 million in the comparable period in 2021 primarily due to lower travel and discretionary spending resulting from the persistence of the COVID-19 pandemic.
Contractual gold payments
Contractual gold payments expense increased 1.7% from $16.8 million during the year ended December 31, 2020 to $17.1 million in the comparable period in 2021. This expense was associated with the annual payment of 9,500 ounces of gold and was calculated using the average daily spot price of $1,770 and $1,800 per ounce during the years ended December 31, 2020 and 2021, respectively.
Professional fees
Professional fees increased 55.4% from $4.9 million during the year ended December 31, 2020 to $7.6 million in the comparable period in 2021 due to spending related to our digital assets business.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 28.0% from $6.4 million during the year ended December 31, 2020 to $4.6 million in the comparable period in 2021 as we exited our New York office and reduced our office footprint in Europe.
Depreciation and amortization
Depreciation and amortization expense decreased 27.7% from $1.0 million during the year ended December 31, 2020 to $0.7 million in the comparable period in 2021 due to the write-off of fixed assets related to the exit of our New York office.
Third-party distribution fees
Third-party distribution fees increased 37.5% from $5.2 million during the year ended December 31, 2020 to $7.2 million in the comparable period in 2021 primarily due to higher AUM in Latin America resulting in higher fees paid to our third-party marketing agent, as well as additional platform relationships.
Acquisition and disposition-related costs
Acquisition and disposition-related costs of $0.4 million during the year ended December 31, 2020 arose in connection with the sale of our Canadian ETF business which was completed in February 2020.
Other
Other expenses were essentially unchanged from the year ended December 31, 2021.
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Other Income/(Expenses)
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | ||||||||||||||
| Interest expense | $ | (12,332 | ) | $ | (9,668 | ) | $ | (2,664) | 27.6% | |||||||
| Gain/(loss) on revaluation of deferred consideration | 2,018 | (56,821 | ) | 58,839 | n/a | |||||||||||
| Interest income | 2,009 | 744 | 1,265 | 170.0% | ||||||||||||
| Impairments | (16,156 | ) | (22,752 | ) | 6,596 | (29.0% | ) | |||||||||
| Loss on extinguishment of debt | — | (2,387 | ) | 2,387 | n/a | |||||||||||
| Other losses and gains, net | (7,926 | ) | 580 | (8,506) | n/a | |||||||||||
| Total other expenses, net | $ | (32,387 | ) | $ | (90,304 | ) | $ | 57,917 | (64.1% | ) |
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2021 | 2020 | |||||
| Interest expense | (4.1%) | (3.9%) | |||||
| Gain/(loss) on revaluation of deferred consideration | 0.7% | (22.7%) | |||||
| Interest income | 0.7% | 0.3% | |||||
| Impairments | (5.3%) | (9.1%) | |||||
| Loss on extinguishment of debt | — | (1.0%) | |||||
| Other losses and gains, net | (2.6%) | 0.2% | |||||
| Total other expenses, net | (10.6%) | (36.1%) |
Interest expense
Interest expense increased 27.6% from $9.7 million during the year ended December 31, 2020 to $12.3 million in the comparable period in 2021 due to a higher level of debt outstanding in the current period. Our effective interest rate during the years ended December 31, 2020 and 2021 was 5.5% and 4.9%, respectively.
Gain/(loss) on revaluation of deferred consideration
We recognized a gain on revaluation of deferred consideration of $2.0 million during the year ended December 31, 2021 as compared to a loss of $56.8 million during the year ended December 31, 2020. The gain in the current period was due to a decline in spot prices, partly offset by a steepening of the forward-looking gold curve. The magnitude of any gain or loss is highly correlated to changes in the discount rate and the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 170.0% from $0.7 million during the year ended December 31, 2020 to $2.0 million in the comparable period in 2021 due to an increase in financial instruments owned.
Impairments
During the year ended December 31, 2021, we recognized impairment charges totaling $16.2 million, including a loss of $9.3 million upon the termination of the lease of our former principal executive office at 245 Park Avenue, New York, New York, $6.6 million related to the write-off of leasehold improvements and fixed assets associated with our former New York office and $0.3 million upon exiting our London office (See Notes 9, 14 and 26 to our Consolidated Financial Statements).
During the year ended December 31, 2020, we recognized non-cash impairment charges totaling $22.8 million, including $19.7 million related to our former investment in AdvisorEngine Inc., or AdvisorEngine, and $3.1 million related to our investment in Thesys Group, Inc., or Thesys.
Loss on extinguishment of debt
During the year ended December 31, 2020, we recognized a non-cash loss on extinguishment of debt of $2.4 million arising from the acceleration of debt issuance cost amortization in connection with the termination of our former credit facility.
Other losses and gains, net
Other losses and gains, net were $0.6 million and ($7.9) million during the year ended December 31, 2020 and 2021, respectively. This includes a charge of $6.0 million and $5.2 million during the years ended December 31, 2020 and 2021, respectively, arising from the release of a tax-related indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the year ended December 31, 2021, we also recognized losses on our financial instruments owned of $3.7 million, a gain of $0.8 million related to the remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and an unrealized gain of $0.4 million on our investment in Securrency. In addition, during the year ended December 31, 2020, we recognized a gain of $2.9 million
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associated with the sale of our Canadian ETF business and a gain of $1.1 million arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for the year ended December 31, 2021 of 12.1% resulted in income tax expense of $6.9 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5.2 million reduction in unrecognized tax benefits and a lower tax rate on foreign earnings. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and non-deductible executive compensation.
Our effective income tax rate for the year ended December 31, 2020 of negative 1.2% resulted in income tax expense of $0.4 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a non-deductible loss on revaluation of deferred consideration, a valuation allowance on capital losses and tax shortfalls associated with the vesting and exercise of stock-based compensation awards. These items were partly offset by a tax benefit of $6.0 million recognized in connection with the release of the tax-related indemnification asset described above, a $2.9 million non-taxable gain recognized upon sale of our Canadian ETF business in the first quarter, a tax benefit of $2.6 million recognized in connection with the release of a deferred tax asset valuation allowance on interest carryforwards arising from our debt previously held in the U.K. and a lower tax rate on foreign earnings.
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Quarterly Results
The following tables set forth our unaudited consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated quarterly operating data for the quarters in 2022 and 2021. In our opinion, this unaudited information has been prepared on substantially the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report. The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
| (in thousands, except per share amounts) | Q4/22 | Q3/22 | Q2/22 | Q1/22 | Q4/21 | Q3/21 | Q2/21 | Q1/21 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenues: | ||||||||||||||||||||||||||||||||
| Advisory fees | $ | 70,913 | $ | 70,616 | $ | 75,586 | $ | 76,517 | $ | 77,441 | $ | 76,400 | $ | 74,169 | $ | 70,042 | ||||||||||||||||
| Other income | 2,397 | 1,798 | 1,667 | 1,851 | 1,734 | 1,712 | 1,606 | 1,214 | ||||||||||||||||||||||||
| Total revenues | 73,310 | 72,414 | 77,253 | 78,368 | 79,175 | 78,112 | 75,775 | 71,256 | ||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 24,831 | 23,714 | 24,565 | 24,787 | 23,178 | 22,027 | 20,331 | 22,627 | ||||||||||||||||||||||||
| Fund management and administration | 16,906 | 16,285 | 16,076 | 15,494 | 15,417 | 15,181 | 14,367 | 13,947 | ||||||||||||||||||||||||
| Marketing and advertising | 4,240 | 3,145 | 3,894 | 4,023 | 4,565 | 2,925 | 3,594 | 3,006 | ||||||||||||||||||||||||
| Sales and business development | 3,407 | 2,724 | 3,131 | 2,609 | 2,668 | 2,935 | 2,159 | 2,145 | ||||||||||||||||||||||||
| Contractual gold payments | 4,107 | 4,105 | 4,446 | 4,450 | 4,262 | 4,250 | 4,314 | 4,270 | ||||||||||||||||||||||||
| Professional fees | 2,666 | 2,367 | 4,308 | 4,459 | 2,099 | 1,583 | 1,921 | 2,013 | ||||||||||||||||||||||||
| Occupancy, communications and equipment | 1,110 | 986 | 1,049 | 753 | 725 | 1,163 | 1,266 | 1,475 | ||||||||||||||||||||||||
| Depreciation and amortization | 104 | 58 | 53 | 47 | 45 | 185 | 256 | 252 | ||||||||||||||||||||||||
| Third-party distribution fees | 1,793 | 1,833 | 1,818 | 2,212 | 1,830 | 1,873 | 2,130 | 1,343 | ||||||||||||||||||||||||
| Other | 2,427 | 2,324 | 2,109 | 1,845 | 1,823 | 1,787 | 1,752 | 1,571 | ||||||||||||||||||||||||
| Total operating expenses | 61,591 | 57,541 | 61,449 | 60,679 | 56,612 | 53,909 | 52,090 | 52,649 | ||||||||||||||||||||||||
| Operating income | 11,719 | 14,873 | 15,804 | 17,689 | 22,563 | 24,203 | 23,685 | 18,607 | ||||||||||||||||||||||||
| Other Income/(Expenses): | ||||||||||||||||||||||||||||||||
| Interest expense | (3,736 | ) | (3,734 | ) | (3,733 | ) | (3,732 | ) | (3,740 | ) | (3,729 | ) | (2,567 | ) | (2,296 | ) | ||||||||||||||||
| (Loss)/gain on revaluation of deferred consideration | (35,423 | ) | 77,895 | 2,311 | (17,018) | (3,048) | 1,737 | 497 | 2,832 | |||||||||||||||||||||||
| Interest income | 945 | 811 | 770 | 794 | 864 | 689 | 225 | 231 | ||||||||||||||||||||||||
| Impairments | — | — | — | — | — | (15,853 | ) | — | (303) | |||||||||||||||||||||||
| Other losses and gains, net | (1,815 | ) | (5,289 | ) | (4,474 | ) | (24,707 | ) | (1,368 | ) | (714 | ) | 49 | (5,893) | ||||||||||||||||||
| (Loss)/income before income taxes | (28,310 | ) | 84,556 | 10,678 | (26,974 | ) | 15,271 | 6,333 | 21,889 | 13,178 | ||||||||||||||||||||||
| Income tax (benefit)/expense | (21 | ) | 3,327 | 2,673 | (16,713 | ) | 4,084 | 500 | 4,259 | (1,969 | ) | |||||||||||||||||||||
| Net (loss)/income | $ | (28,289 | ) | $ | 81,229 | $ | 8,005 | $ | (10,261 | ) | $ | 11,187 | $ | 5,833 | $ | 17,630 | $ | 15,147 | ||||||||||||||
| (Loss)/earnings per share—basic | $ | (0.20 | ) | $ | 0.50 | $ | 0.05 | $ | (0.08 | ) | $ | 0.07 | $ | 0.04 | $ | 0.11 | $ | 0.09 | ||||||||||||||
| (Loss)/earnings per share—diluted | $ | (0.20 | ) | $ | 0.50 | $ | 0.05 | $ | (0.08 | ) | $ | 0.07 | $ | 0.04 | $ | 0.11 | $ | 0.09 | ||||||||||||||
| Dividends per common share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 |
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| Q4/22 | Q3/22 | Q2/22 | Q1/22 | Q4/21 | Q3/21 | Q2/21 | Q1/21 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of Revenues | ||||||||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||||||||
| Advisory fees | 96.7 | % | 97.5 | % | 97.8 | % | 97.6 | % | 97.8 | % | 97.8 | % | 97.9 | % | 98.3 | % | ||||||||||||||||
| Other income | 3.3 | % | 2.5 | % | 2.2 | % | 2.4 | % | 2.2 | % | 2.2 | % | 2.1 | % | 1.7 | % | ||||||||||||||||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 34.0 | % | 32.7 | % | 31.7 | % | 31.5 | % | 29.2 | % | 28.2 | % | 26.9 | % | 31.7 | % | ||||||||||||||||
| Fund management and administration | 23.1 | % | 22.5 | % | 20.7 | % | 19.8 | % | 19.4 | % | 19.5 | % | 19.0 | % | 19.6 | % | ||||||||||||||||
| Marketing and advertising | 5.8 | % | 4.3 | % | 5.0 | % | 5.1 | % | 5.8 | % | 3.7 | % | 4.7 | % | 4.2 | % | ||||||||||||||||
| Sales and business development | 4.6 | % | 3.8 | % | 4.1 | % | 3.3 | % | 3.4 | % | 3.8 | % | 2.8 | % | 3.0 | % | ||||||||||||||||
| Contractual gold payments | 5.6 | % | 5.7 | % | 5.8 | % | 5.7 | % | 5.4 | % | 5.4 | % | 5.7 | % | 6.0 | % | ||||||||||||||||
| Professional fees | 3.6 | % | 3.3 | % | 5.6 | % | 5.7 | % | 2.7 | % | 2.0 | % | 2.5 | % | 2.8 | % | ||||||||||||||||
| Occupancy, communications and equipment | 1.5 | % | 1.4 | % | 1.4 | % | 1.0 | % | 0.9 | % | 1.5 | % | 1.7 | % | 2.1 | % | ||||||||||||||||
| Depreciation and amortization | 0.1 | % | 0.1 | % | 0.1 | % | 0.1 | % | 0.1 | % | 0.2 | % | 0.3 | % | 0.4 | % | ||||||||||||||||
| Third-party distribution fees | 2.4 | % | 2.5 | % | 2.4 | % | 2.8 | % | 2.3 | % | 2.4 | % | 2.8 | % | 1.9 | % | ||||||||||||||||
| Other | 3.3 | % | 3.2 | % | 2.7 | % | 2.4 | % | 2.3 | % | 2.3 | % | 2.3 | % | 2.2 | % | ||||||||||||||||
| Total operating expenses | 84.0 | % | 79.5 | % | 79.5 | % | 77.4 | % | 71.5 | % | 69.0 | % | 68.7 | % | 73.9 | % | ||||||||||||||||
| Operating income | 16.0 | % | 20.5 | % | 20.5 | % | 22.6 | % | 28.5 | % | 31.0 | % | 31.3 | % | 26.1 | % | ||||||||||||||||
| Other Income/(Expenses) | ||||||||||||||||||||||||||||||||
| Interest expense | (5.1 | %) | (5.2 | %) | (4.8 | %) | (4.8 | %) | (4.8 | %) | (4.8 | %) | (3.5 | %) | (3.2 | %) | ||||||||||||||||
| (Loss)/gain on revaluation of deferred consideration | (48.3 | %) | 107.6 | % | 3.0 | % | (21.7 | %) | (3.8 | %) | 2.2 | % | 0.7 | % | 4.0 | % | ||||||||||||||||
| Interest income | 1.3 | % | 1.1 | % | 1.0 | % | 1.0 | % | 1.1 | % | 0.9 | % | 0.3 | % | 0.3 | % | ||||||||||||||||
| Impairments | — | n/a | n/a | n/a | n/a | (20.3 | %) | n/a | (0.4 | %) | ||||||||||||||||||||||
| Other losses and gains, net | (2.5 | %) | (7.3 | %) | (5.8 | %) | (31.5 | %) | (1.7 | %) | (0.9 | %) | 0.1 | % | (8.3 | %) | ||||||||||||||||
| (Loss)/income before income taxes | (38.6 | %) | 116.8 | % | 13.8 | % | (34.4 | %) | 19.3 | % | 8.1 | % | 28.9 | % | 18.5 | % | ||||||||||||||||
| Income tax (benefit)/expense | (0.0 | %) | 4.6 | % | 3.5 | % | (21.3 | %) | 5.2 | % | 0.6 | % | 5.6 | % | (2.8 | %) | ||||||||||||||||
| Net (loss)/income | (38.6 | %) | 112.2 | % | 10.4 | % | (13.1 | %) | 14.1 | % | 7.5 | % | 23.3 | 21.3 | % |
| Q4/22 | Q3/22 | Q2/22 | Q1/22 | Q4/21 | Q3/21 | Q2/21 | Q1/21 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Statistics | ||||||||||||||||||||||||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 70,878 | $ | 74,302 | $ | 79,407 | $ | 77,479 | $ | 72,783 | $ | 73,948 | $ | 69,537 | $ | 67,392 | ||||||||||||||||
| Inflows/(outflows) | 5,264 | 1,747 | 3,852 | 1,319 | 1,902 | 548 | 931 | 1,279 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 5,844 | (5,171 | ) | (8,953 | ) | 609 | 2,809 | (1,713 | ) | 3,484 | 866 | |||||||||||||||||||||
| Fund closures | — | — | (4 | ) | — | (15 | ) | — | (4 | ) | — | |||||||||||||||||||||
| End of period assets | $ | 81,986 | $ | 70,878 | $ | 74,302 | $ | 79,407 | $ | 77,479 | $ | 72,783 | $ | 73,948 | $ | 69,537 | ||||||||||||||||
| Average assets during the period | $ | 77,654 | $ | 74,687 | $ | 77,744 | $ | 77,811 | $ | 75,990 | $ | 74,561 | $ | 73,630 | $ | 69,583 | ||||||||||||||||
| Average advisory fee during the period | 0.36 | % | 0.38 | % | 0.39 | % | 0.40 | % | 0.40 | % | 0.41 | % | 0.40 | % | 0.41 | % | ||||||||||||||||
| Number of ETPs—end of the period | 348 | 347 | 344 | 341 | 329 | 322 | 318 | 313 | ||||||||||||||||||||||||
| U.S. LISTED ETFs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 48,043 | $ | 47,255 | $ | 48,622 | $ | 48,210 | $ | 44,742 | $ | 45,129 | $ | 42,163 | $ | 38,517 | ||||||||||||||||
| Inflows/(outflows) | 4,232 | 3,812 | 4,278 | 2,250 | 1,865 | 612 | 1,130 | 1,343 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 3,700 | (3,024 | ) | (5,645 | ) | (1,838 | ) | 1,618 | (999 | ) | 1,836 | 2,303 | ||||||||||||||||||||
| Fund closures | — | — | — | — | (15 | ) | — | — | — | |||||||||||||||||||||||
| End of period assets | $ | 55,975 | $ | 48,043 | $ | 47,255 | $ | 48,622 | $ | 48,210 | $ | 44,742 | $ | 45,129 | $ | 42,163 | ||||||||||||||||
| Average assets during the period | $ | 53,659 | $ | 49,473 | $ | 48,275 | $ | 47,502 | $ | 46,942 | $ | 45,508 | $ | 44,183 | $ | 40,706 | ||||||||||||||||
| Number of ETFs—end of the period | 79 | 78 | 77 | 77 | 75 | 73 | 73 | 68 | ||||||||||||||||||||||||
| EUROPEAN LISTED ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 22,835 | $ | 27,047 | $ | 30,785 | $ | 29,269 | $ | 28,041 | $ | 28,819 | $ | 27,374 | $ | 28,875 | ||||||||||||||||
| Inflows/(outflows) | 1,032 | (2,065 | ) | (426 | ) | (931 | ) | 37 | (64 | ) | (199 | ) | (64 | ) | ||||||||||||||||||
| Market appreciation/(depreciation) | 2,144 | (2,147 | ) | (3,308 | ) | 2,447 | 1,191 | (714 | ) | 1,648 | (1,437 | ) | ||||||||||||||||||||
| Fund closures | — | — | (4 | ) | — | — | — | (4 | ) | — | ||||||||||||||||||||||
| End of period assets | $ | 26,011 | $ | 22,835 | $ | 27,047 | $ | 30,785 | $ | 29,269 | $ | 28,041 | $ | 28,819 | $ | 27,374 | ||||||||||||||||
| Average assets during the period | $ | 23,995 | $ | 25,214 | $ | 29,469 | $ | 30,309 | $ | 29,048 | $ | 29,053 | $ | 29,447 | $ | 28,877 | ||||||||||||||||
| Number of ETPs—end of the period | 269 | 269 | 267 | 264 | 254 | 249 | 245 | 245 |
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| Q4/22 | Q3/22 | Q2/22 | Q1/22 | Q4/21 | Q3/21 | Q2/21 | Q1/21 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PRODUCT CATEGORIES | ||||||||||||||||||||||||||||||||
| U.S. Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 20,952 | $ | 21,058 | $ | 23,738 | $ | 23,860 | $ | 21,383 | $ | 21,285 | $ | 20,019 | $ | 18,367 | ||||||||||||||||
| Inflows/(outflows) | 1,022 | 1,239 | 306 | 779 | 783 | 351 | 191 | 218 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 2,140 | (1,345 | ) | (2,986 | ) | (901 | ) | 1,694 | (253 | ) | 1,075 | 1,434 | ||||||||||||||||||||
| End of period assets | $ | 24,114 | $ | 20,952 | $ | 21,058 | $ | 23,738 | $ | 23,860 | $ | 21,383 | $ | 21,285 | $ | 20,019 | ||||||||||||||||
| Average assets during the period | $ | 23,496 | $ | 22,541 | $ | 22,368 | $ | 23,138 | $ | 22,962 | $ | 21,793 | $ | 20,982 | $ | 19,320 | ||||||||||||||||
| Commodity & Currency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 19,561 | $ | 23,624 | $ | 26,302 | $ | 24,598 | $ | 23,825 | $ | 24,772 | $ | 23,657 | $ | 25,879 | ||||||||||||||||
| Inflows/(outflows) | 796 | (2,179 | ) | (475 | ) | (1,053 | ) | (251 | ) | (249 | ) | (318 | ) | (661 | ) | |||||||||||||||||
| Market appreciation/(depreciation) | 1,731 | (1,884 | ) | (2,203 | ) | 2,757 | 1,024 | (698 | ) | 1,433 | (1,561 | ) | ||||||||||||||||||||
| End of period assets | $ | 22,088 | $ | 19,561 | $ | 23,624 | $ | 26,302 | $ | 24,598 | $ | 23,825 | $ | 24,772 | $ | 23,657 | ||||||||||||||||
| Average assets during the period | $ | 20,346 | $ | 21,628 | $ | 25,767 | $ | 25,889 | $ | 24,421 | $ | 24,853 | $ | 25,550 | $ | 25,289 | ||||||||||||||||
| Fixed Income | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 11,695 | $ | 9,192 | $ | 5,418 | $ | 4,356 | $ | 3,530 | $ | 3,442 | $ | 3,246 | $ | 3,309 | ||||||||||||||||
| Inflows/(outflows) | 3,392 | 2,627 | 4,038 | 1,242 | 838 | 115 | 168 | 10 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 186 | (124 | ) | (264 | ) | (180 | ) | (12 | ) | (27 | ) | 28 | (73 | ) | ||||||||||||||||||
| End of period assets | $ | 15,273 | $ | 11,695 | $ | 9,192 | $ | 5,418 | $ | 4,356 | $ | 3,530 | $ | 3,442 | $ | 3,246 | ||||||||||||||||
| Average assets during the period | $ | 13,962 | $ | 10,077 | $ | 7,426 | $ | 4,691 | $ | 4,119 | $ | 3,503 | $ | 3,339 | $ | 3,238 | ||||||||||||||||
| International Developed Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 9,183 | $ | 9,968 | $ | 11,422 | $ | 11,894 | $ | 11,181 | $ | 10,795 | $ | 9,991 | $ | 9,414 | ||||||||||||||||
| Inflows/(outflows) | 40 | (115 | ) | 79 | 97 | 440 | 404 | 399 | 17 | |||||||||||||||||||||||
| Market appreciation/(depreciation) | 972 | (670 | ) | (1,533 | ) | (569 | ) | 273 | (18 | ) | 405 | 560 | ||||||||||||||||||||
| End of period assets | $ | 10,195 | $ | 9,183 | $ | 9,968 | $ | 11,422 | $ | 11,894 | $ | 11,181 | $ | 10,795 | $ | 9,991 | ||||||||||||||||
| Average assets during the period | $ | 10,000 | $ | 10,032 | $ | 10,695 | $ | 11,543 | $ | 11,524 | $ | 11,149 | $ | 10,531 | $ | 9,796 | ||||||||||||||||
| Emerging Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 7,495 | $ | 8,386 | $ | 9,991 | $ | 10,375 | $ | 10,666 | $ | 11,519 | $ | 10,477 | $ | 8,539 | ||||||||||||||||
| (Outflows)/inflows | (53 | ) | 114 | (223 | ) | 189 | (3 | ) | (149 | ) | 530 | 1,663 | ||||||||||||||||||||
| Market appreciation/(depreciation) | 674 | (1,005 | ) | (1,382 | ) | (573 | ) | (288 | ) | (704 | ) | 512 | 275 | |||||||||||||||||||
| End of period assets | $ | 8,116 | $ | 7,495 | $ | 8,386 | $ | 9,991 | $ | 10,375 | $ | 10,666 | $ | 11,519 | $ | 10,477 | ||||||||||||||||
| Average assets during the period | $ | 7,770 | $ | 8,329 | $ | 9,155 | $ | 10,116 | $ | 10,550 | $ | 11,038 | $ | 11,012 | $ | 9,875 | ||||||||||||||||
| Leveraged & Inverse | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 1,523 | $ | 1,618 | $ | 1,856 | $ | 1,775 | $ | 1,663 | $ | 1,691 | $ | 1,519 | $ | 1,475 | ||||||||||||||||
| Inflows/(outflows) | 59 | 45 | 90 | (2 | ) | 10 | 41 | (2 | ) | (5 | ) | |||||||||||||||||||||
| Market appreciation/(depreciation) | 172 | (140 | ) | (328 | ) | 83 | 102 | (69 | ) | 174 | 49 | |||||||||||||||||||||
| End of period assets | $ | 1,754 | $ | 1,523 | $ | 1,618 | $ | 1,856 | $ | 1,775 | $ | 1,663 | $ | 1,691 | $ | 1,519 | ||||||||||||||||
| Average assets during the period | $ | 1,623 | $ | 1,589 | $ | 1,765 | $ | 1,830 | $ | 1,761 | $ | 1,715 | $ | 1,664 | $ | 1,554 | ||||||||||||||||
| Alternatives | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 306 | $ | 305 | $ | 293 | $ | 261 | $ | 222 | $ | 198 | $ | 227 | $ | 215 | ||||||||||||||||
| Inflows/(outflows) | 12 | 16 | 34 | 29 | 56 | 22 | (39 | ) | — | |||||||||||||||||||||||
| Market (depreciation)/appreciation | (8 | ) | (15 | ) | (22 | ) | 3 | (17 | ) | 2 | 10 | 12 | ||||||||||||||||||||
| End of period assets | $ | 310 | $ | 306 | $ | 305 | $ | 293 | $ | 261 | $ | 222 | $ | 198 | $ | 227 | ||||||||||||||||
| Average assets during the period | $ | 305 | $ | 313 | $ | 299 | $ | 275 | $ | 229 | $ | 214 | $ | 231 | $ | 223 | ||||||||||||||||
| Cryptocurrency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 163 | $ | 151 | $ | 383 | $ | 357 | $ | 295 | $ | 229 | $ | 377 | $ | 168 | ||||||||||||||||
| (Outflows)/inflows | (4 | ) | — | 3 | 37 | 28 | 12 | 8 | 36 | |||||||||||||||||||||||
| Market (depreciation)/appreciation | (23 | ) | 12 | (235 | ) | (11 | ) | 34 | 54 | (156 | ) | 173 | ||||||||||||||||||||
| End of period assets | $ | 136 | $ | 163 | $ | 151 | $ | 383 | $ | 357 | $ | 295 | $ | 229 | $ | 377 | ||||||||||||||||
| Average assets during the period | $ | 152 | $ | 178 | $ | 265 | $ | 324 | $ | 406 | $ | 277 | $ | 300 | $ | 264 | ||||||||||||||||
| Closed ETPs | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | — | $ | — | $ | 4 | $ | 3 | $ | 18 | $ | 17 | $ | 24 | $ | 26 | ||||||||||||||||
| Inflows/(outflows) | — | — | — | 1 | 1 | 1 | (6 | ) | 1 | |||||||||||||||||||||||
| Market (depreciation)/appreciation | — | — | — | — | (1 | ) | — | 3 | (3 | ) | ||||||||||||||||||||||
| Fund closures | — | — | (4 | ) | — | (15 | ) | — | (4 | ) | — | |||||||||||||||||||||
| End of period assets | $ | — | $ | — | $ | — | $ | 4 | $ | 3 | $ | 18 | $ | 17 | $ | 24 | ||||||||||||||||
| Average assets during the period | $ | — | $ | — | $ | 4 | $ | 5 | $ | 18 | $ | 19 | $ | 21 | $ | 24 | ||||||||||||||||
| Headcount | 273 | 274 | 264 | 253 | 241 | 235 | 227 | 227 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
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Non-GAAP Financial Measurements
In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Adjusted net income and diluted earnings per share. We disclose adjusted net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business. We believe presenting these non-GAAP financial measures provides investors with a consistent way to analyze our performance. These non-GAAP financial measures exclude the following: |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Unrealized gains or losses on the revaluation of deferred consideration: Deferred consideration is an obligation we assumed in connection with the ETFS Acquisition that is carried at fair value. This item represents the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations may have a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item when arriving at adjusted net income and diluted earnings per share as it is not core to our operating business. The item is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Gains or losses on financial instruments owned: We account for our financial instruments owned as trading instruments, which requires these instruments to be measured at fair value with gains and losses reported in net income. In the third quarter of 2021, we began excluding these items when calculating our non-GAAP financial measurements as these instruments have become a more meaningful percentage of total assets and the gains and losses introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Tax shortfalls and windfalls upon vesting and exercise of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting and exercise of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when determining adjusted net income and diluted earnings per share as they introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Other items: Unrealized gains and losses recognized on our investments, changes in deferred tax asset valuation allowances, expenses incurred in response to an activist campaign, impairment charges, interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the Convertible Notes (prior to January 1, 2021, the effective date of Accounting Standards Update 2020-06, Debt – Debt with Conversion and Other Options, Cash Conversion), a loss on extinguishment of debt, a gain arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine, a gain recognized upon the sale of our Canadian ETF business (including the remeasurement of contingent consideration) and acquisition and disposition-related costs are excluded when calculating our non-GAAP financial measurements. |
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| Years Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec. 31, | Dec. 31, | Dec. 31, | ||||||||||
| Adjusted Net Income and Diluted Earnings per Share: | 2022 | 2021 | 2020 | |||||||||
| Net income/(loss), as reported | $ | 50,684 | $ | 49,797 | $ | (35,655 | ) | |||||
| (Deduct)/add back: (Gain)/loss on revaluation of deferred consideration | (27,765 | ) | (2,018 | ) | 56,821 | |||||||
| Add back: Losses on financial instruments owned, at fair value, net of income taxes | 12,505 | 2,507 | — | |||||||||
| Add back: Increase in deferred tax valuation allowance on financial instruments owned and investments | 4,729 | — | — | |||||||||
| Add back: Expenses incurred in response to an activist campaign, net of income taxes | 3,376 | — | — | |||||||||
| Deduct: Decrease in deferred tax valuation allowance on net operating losses of a European subsidiary | (1,609 | ) | — | — | ||||||||
| (Deduct)/add back: Tax (windfalls)/shortfalls upon vesting and exercise of stock-based compensation awards | (541 | ) | (110 | ) | 691 | |||||||
| Add back/(deduct): Unrealized loss/(gain) recognized on our investments, net of income taxes | 290 | (284 | ) | — | ||||||||
| Add back: Impairments, net of income taxes | — | 12,247 | 21,998 | |||||||||
| Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration | — | (787 | ) | (2,877 | ) | |||||||
| Deduct: Release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from debt previously outstanding in the U.K. | — | — | (2,615 | ) | ||||||||
| Add back: Loss on extinguishment of debt, net of income taxes | — | — | 1,910 | |||||||||
| Deduct: Gain arising from an adjustment to the estimated fair value of consideration received from the exit of investment in AdvisorEngine | — | — | (1,093 | ) | ||||||||
| Add back: Interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the Convertible Notes, net of income taxes | — | — | 642 | |||||||||
| Add back: Acquisition and disposition-related costs, net of income taxes | — | — | 383 | |||||||||
| Adjusted net income | $ | 41,669 | $ | 61,352 | $ | 40,205 | ||||||
| Deduct: Income distributed to participating securities | (2,186 | ) | (2,168 | ) | (2,216 | ) | ||||||
| Deduct: Undistributed income allocable to participating securities | (2,509 | ) | (4,630 | ) | (2,214 | ) | ||||||
| Adjusted net income available to common stockholders | $ | 36,974 | $ | 54,554 | $ | 35,775 | ||||||
| Weighted average diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements) | 143,295 | 145,055 | 148,688 | |||||||||
| Adjusted earnings per share—diluted | $ | 0.26 | $ | 0.38 | $ | 0.24 |
Liquidity and Capital Resources
The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:
| December 31, 2022 | December 31, 2021 | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet Data (in thousands): | ||||||||
| Cash and cash equivalents | $ | 132,101 | $ | 140,709 | ||||
| Financial instruments owned, at fair value | 126,239 | 127,166 | ||||||
| Accounts receivable | 30,549 | 31,864 | ||||||
| Securities held-to-maturity | 259 | 308 | ||||||
| Total: Liquid assets | 289,148 | 300,047 | ||||||
| Less: Total current liabilities | (148,434 | ) | (83,667 | ) | ||||
| Less: Other assets—seed capital | (1,765 | ) | — | |||||
| Less: Regulatory capital requirements | (25,988 | ) | (12,320 | ) | ||||
| Total: Available liquidity | $ | 112,961 | $ | 204,060 |
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| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||||
| Cash Flow Data (in thousands): | ||||||||||||
| Operating cash flows | $ | 55,087 | $ | 75,318 | $ | 47,136 | ||||||
| Investing cash flows | (37,657 | ) | (99,632 | ) | 10,641 | |||||||
| Financing cash flows | (22,780 | ) | 92,553 | (60,179 | ) | |||||||
| Foreign exchange rate effect | (3,258 | ) | (955 | ) | 855 | |||||||
| (Decrease)/increase in cash and cash equivalents | $ | (8,608 | ) | $ | 67,284 | $ | (1,547 | ) |
Liquidity
We consider our available liquidity to be our liquid assets, less our current liabilities and regulatory capital requirements of certain European subsidiaries. Liquid assets consist of cash and cash equivalents, financial instruments owned, at fair value, accounts receivable and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation for employees.
Cash and cash equivalents decreased $8.6 million during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds from the sale of financial instruments owned, at fair value. These increases were partly offset by $67.7 million used to purchase financial instruments owned, at fair value, $21.9 million used to purchase investments, $19.4 million used to pay dividends, $3.4 million used to repurchase our common stock and $3.4 million from other activities.
Cash and cash equivalents increased $67.3 million during the year ended December 31, 2021 due to $150.0 million of proceeds from the issuance of Convertible Notes, $75.3 million of net cash provided by operating activities, $19.4 million of proceeds from the sale of financial instruments owned, at fair value and $2.4 million of proceeds from the receipt of contingent consideration from the sale of our Canadian ETF business. These increases were partly offset by $115.5 million used to purchase financial instruments owned, at fair value, $34.5 million used to repurchase our common stock, $19.5 million used to pay dividends on our common stock, $5.8 million used to purchase investments, $4.3 million used to pay Convertible Notes issuance costs and $0.2 million from other activities.
Cash and cash equivalents decreased $1.5 million during the year ended December 31, 2020 due to $179.0 million used to repay our debt, $36.4 million used to purchase financial instruments owned, at fair value, $31.2 million used to repurchase our common stock, $20.1 million used to pay dividends on our common stock and $5.4 million used to pay Convertible Notes issuance costs. These decreases were partly offset by $175.3 million of proceeds from the issuance of Convertible Notes, $47.1 million of net cash provided by operating activities, $18.7 million of proceeds from the sale of financial instruments owned, at fair value, $16.5 million of proceeds from held-to-maturity securities maturing or called prior to maturity, $9.6 million of proceeds from the sale of our financial interests in AdvisorEngine, $2.8 million of net proceeds from the sale of our Canadian ETF business and $0.6 million from other activities.
Issuance of Convertible Notes
On February 14, 2023, we issued and sold $130.0 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between us and U.S. Bank Trust Company, National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).
On June 14, 2021, we issued and sold $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A.
On June 16, 2020, we issued and sold $150.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On August 13, 2020, we issued and sold $25.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, which constitute a further issuance of, and form a single series with, our June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).
In connection with the issuance of the 2023 Notes, we repurchased $115.0 million of aggregate principal amount of the 2020 Notes. As a result of this repurchase, we recognized a loss on extinguishment of approximately $9.7 million during the three months ended March 31, 2023.
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After the issuance of the 2023 Notes (and together with the remaining 2020 Notes and the 2021 Notes, the “Convertible Notes”), we had $340.0 million aggregate principal amount of Convertible Notes outstanding.
Key terms of the Convertible Notes are as follows:
| 2023 Notes | 2021 Notes | 2020 Notes | ||||
|---|---|---|---|---|---|---|
| Principal outstanding | $130.0 | $150.0 | $60.0 | |||
| Maturity date (unless earlier converted, repurchased or redeemed) | August 15, 2028 | June 15, 2026 | June 15, 2023 | |||
| Interest rate | 5.75% | 3.25% | 4.25% | |||
| Conversion price | $9.54 | $11.04 | $5.92 | |||
| Conversion rate | 104.8658 | 90.5797 | 168.9189 | |||
| Redemption price | $12.40 | $14.35 | $7.70 |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2023 Notes (beginning on August 15, 2023) and June 15 and December 15 of each year for the 2020 Notes and the 2021 Notes. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion price: Convertible at an initial conversion rate into shares of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2028, March 15, 2026 and March 15, 2023 for the 2023 Notes, 2021 Notes and 2020 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2028, March 15, 2026 and March 15, 2023 in respect of the 2023 Notes, 2021 Notes and 2020 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of its common stock. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2025, June 20, 2023 and June 20, 2021 in respect of the 2023 Notes, 2021 Notes and 2020 Notes, respectively, and on or prior to the 55th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 167.7853 shares, 144.9275 shares and 270.2702 shares of our common stock per $1,000 principal amount of the 2023 Notes, 2021 Notes and 2020 Notes, respectively (the equivalent of 59,767,426 shares of our common stock), subject to adjustment. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Seniority and Security: The Convertible Notes rank equal in right of payment, and are our senior unsecured obligations, but are subordinated in right of payment to our obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting Convertible Preferred Stock (See Note 12 to our Consolidated Financial Statements). |
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The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes outstanding may declare the entire principal amount of all the Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at December 31, 2022 was approximately $26.0 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset future equity grants made under our equity plans.
During the year ended December 31, 2022, we repurchased 593,261 shares of our common stock under the repurchase program for an aggregate cost of $3.4 million. Currently, approximately $100.0 million remains under this program for future purchases.
Contractual Obligations
Convertible Notes
We currently have $340.0 million aggregate principal amount of Convertible Notes outstanding, of which $60.0 million, $150.0 million and $130.0 million are scheduled to mature on June 15, 2023, June 15, 2026 and August 15, 2028, respectively, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement of the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of its common stock. We currently anticipate refinancing these obligations when due.
See the section titled “Issuance of Convertible Notes” above for additional information.
Deferred consideration–gold payments
Deferred consideration represents an obligation we assumed in April 2018 in connection with our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital. The obligation is for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold per year continuing into perpetuity (“Contractual Gold Payments”). The present value of the deferred consideration was $200.3 million at December 31, 2022.
The Contractual Gold Payments are paid from advisory fee income generated by any of our sponsored financial products backed by physical gold with no recourse back to us for any unpaid amounts that exceed advisory fees earned.
See Note 10 to our Consolidated Financial Statements for additional information.
Operating Leases
Total future minimum lease payments with respect to our operating lease liabilities were $1.5 million at December 31, 2022.
Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments.
See Note 14 to our Consolidated Financial Statements for additional information.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business.
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Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. Business and European Business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually on November 30th. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for our intangible assets is November 30th. The results of our analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates ranging from 3% to 8% (5% weighted average) and a weighted average cost of capital of 11.0%.
Investments
We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within ASU 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. See Note 8 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).
Deferred consideration—gold payments
Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. The weighted average forward-looking gold price per ounce, discount rate and perpetual growth rate were $2,237, 11.0% and 1.3%, respectively, at December 31, 2022. Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration–gold payments on our Consolidated Statements of Operations.
During the year ended December 31, 2022, we reported a gain on deferred consideration—gold payments of $27.8 million. A 1.0% increase in the weighted average forward-looking gold price per ounce would have reduced this reported gain by $1.4 million, a 1 percentage point increase in the discount rate would have increased this reported gain by $17.2 million and a 1 percentage point increase in the perpetual growth rate would have reduced this reported gain by $13.5 million. See Note 10 to our Consolidated Financial Statements for additional information.
Revenue Recognition
We earn substantially all of our revenue in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
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Recently Adopted Accounting Pronouncements
On January 1, 2021, we early adopted ASU 2020-06, Debt – Debt with Conversion and Other Options (ASU 2020-06) under the modified retrospective approach. Under the ASU, the accounting for convertible instruments was simplified by removing major separation models required under current GAAP. Accordingly, more convertible instruments are reported as a single liability or equity with no separate accounting for embedded conversion features. Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception are removed and, as a result, more equity contracts will qualify for the scope exception. The ASU also simplifies the diluted earnings-per-share calculation in certain areas. Upon the adoption of this ASU, we reclassified the equity component related to the Convertible Notes, net of deferred taxes, reducing accumulated deficit by $0.6 million, increasing the carrying value of the Convertible Notes by $4.1 million, reducing additional paid-in capital by $3.7 million and reducing deferred tax liabilities by $1.0 million. These updates also reduced interest expense recognized on our Convertible Notes by approximately $0.4 million per quarter. See Note 12 to our Consolidated Financial Statements for additional information.
On January 1, 2021, we adopted ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (ASU 2019-12). The main objective of the standard is to reduce complexity in the accounting for income taxes by removing the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income); (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The standard also simplifies the accounting for income taxes by enacting the following: (a) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount as a non-income-based tax; (b) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered as a separate transaction; (c) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements; and (d) requiring that an entity reflect the enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. We have determined that the adoption of this standard did not have a material impact on our financial statements.
FY 2021 10-K MD&A
SEC filing source: 0001193125-22-053552.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Introduction
We are an asset management company in the business of offering transparent financial exposures to our clients and are a leading global ETP sponsor based on assets under management, or AUM, with AUM of $77.5 billion as of December 31, 2021. More recently, we have been positioning ourselves to expand beyond our existing ETP business by leveraging blockchain technology, digital assets and principles of DeFi to deliver transparency, choice and inclusivity to customers and consumers around the world.
Our family of ETPs includes providing exposure to equities, commodities, fixed income, leveraged and inverse, currency, cryptocurrency and alternative strategies. We have launched many
first-to-market
products and pioneered alternative weighting we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost-effective funds that are built to perform. Most of our equity-based funds employ a fundamentally weighted investment methodology, which weights securities based on factors such as dividends, earnings or investment factors, whereas most other industry indexes use a capitalization weighted methodology. These products are distributed through all major channels in the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers primarily through our sales force.
We are at the forefront of innovation and have differentiated ourselves through continued investments in technology-enabled and research-driven solutions such as our Advisor Solutions program, which includes portfolio construction, asset allocation, practice management services and digital tools for financial advisors. We seek to usher in the next chapter of financial services by introducing new revenue streams and expanding our offerings to include a new financial services mobile application, branded WisdomTree Prime
™
, a digital wallet that is native to the blockchain and being developed for saving, spending and investing in both native crypto assets and tokenized versions of mainstream financial assets (e.g., blockchain enabled investment funds). We also are planning to launch asset- and fund-tokenization products beginning with a dollar token, gold token and digital short term treasury fund which will be available on multiple public and permissioned blockchains, leveraging federal and state regulated entities. As we pursue our digital assets strategy, we are embracing a concept we refer to as “responsible DeFi,” which we believe upholds the foundational principles of regulation in this innovative and quickly evolving space.
Executive Summary
Our business has generated significant positive momentum while executing against our long-term strategic initiatives. We have benefited from the expansion and diversification of our product
line-up,
our Advisor Solutions program, investments in technology-enabled and research-driven solutions, the transformation of our distribution reach and investments in our managed models business. Our AUM as of December 31, 2021 was $77.5 billion, an
all-time
high. The breadth and depth of our flows and products is increasing and we generated $4.7 billion of net inflows in 2021, representing an annualized organic growth rate of 7%. Our U.S. products have generated positive net inflows for the last six consecutive quarters. In Europe, our UCITS business has grown at an annualized organic growth rate of 105%, has generated positive net inflows for the last seven consecutive quarters and had AUM of $3.7 billion as of December 31, 2021. Revenues and operating income have increased 22% and 62%, respectively, as compared to the prior year.
We continue to pursue our digital assets initiative and believe we have made meaningful advancements. This includes: expanding our dedicated team focused on developing new investment products, indexes and strategies that provide exposure to digital assets, along with new blockchain-enabled products and services globally; the development of a new financial services mobile application, branded WisdomTree Prime
™
, a digital wallet that is native to the blockchain; launching a crypto index offering digital assets exposure to separately managed accounts in collaboration with Ritholtz Wealth Management, OnRamp Invest and Gemini; our collaboration with OnRamp Invest and Gemini to support a new digital asset variable annuity product by Federal Life through the development of our +Crypto model portfolio; the WisdomTree Enhanced Commodity Strategy Fund (GCC) becoming the first U.S. listed ETF to provide exposure to crypto assets through bitcoin futures; launching five crypto ETPs in Europe; our investments in Securrency and Onramp Invest; and various digital asset and blockchain-related regulatory filings and applications pending in the U.S. We believe our expansion into digital assets will complement our core competencies, diversify our revenue streams and contribute to our growth.
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Additional business highlights include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We were named a 2021 Best Places to Work in Money Management by Pension & Investments, for the second year in a row and 5 years total. We were one of the top five within the category for managers with 100-499 employees. We were also named Best WorkPlace for medium-sized companies in the U.K. for a second consecutive year. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We won Best Mixed-Allocation ETF Issuer ($100M+) at the ETF Express US Awards 2021 and we collected three wins at the Mutual Fund Industry and ETF Awards 2021, including Newcomer Smart-beta ETF of the Year - WisdomTree Cybersecurity Fund (WCBR), Newcomer Thematic ETF of the Year - WisdomTree Cybersecurity Fund (WCBR) and Asset Manager Website of the Year. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We cross-listed our European-domiciled WisdomTree Bitcoin ETP, or BTCW, in Germany, appointed Coinbase Custody as a custodian and received approval to passport BTCW in the European Union, allowing for a wider audience to access and invest in the product. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We launched 9 new U.S. listed ETPs and 14 new European listed ETPs. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | We issued $150 million of convertible senior notes due 2026 and returned approximately $54.0 million to our stockholders through stock repurchases and our ongoing quarterly cash dividend. |
Reduction in Office Footprint
On September 9, 2021, we terminated the lease for our principal executive office at 245 Park Avenue, New York, New York. In consideration for the landlord’s agreement to accelerate the expiration date of the term of the lease from August 31, 2029, we paid a termination fee of $12.7 million. As a result, we recognized a loss on the termination of a lease of $15.9 million which is included in impairments and was inclusive of the
right-of-use
asset, leasehold improvements and fixed assets broker fees and a reduction in operating lease liabilities.
Cost savings for the year ending December 31, 2022 resulting from the reduction in the New York and London office footprints are estimated to be approximately $3.5 million when compared to actual occupancy and depreciation expense recognized during the year ended December 31, 2020. Anticipated rent for new office space in New York and London with a smaller footprint is included in these estimates.
Market Environment
The following chart reflects the annual returns of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
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U.S. listed ETF Industry Flows
U.S. listed ETF net flows for the year ended December 31, 2021 were $908 billion. U.S. equity and fixed income and gathered the majority of those flows.
Source: Morningstar
International listed ETP Industry Flows
International listed ETP net flows were $190 billion for the year ended December 31, 2021. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions in the asset management industry have either been announced or completed, such as OppenheimerFunds, Wells Fargo Asset Management and Voya Financial Advisors, among others. These trends have accelerated, as fee compression, cost pressures and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s market.
Our growth strategies, including the expansion and diversification of our product
line-up,
our Advisor Solutions program, investments in technology-enabled and research-driven solutions, the transformation of our distribution reach and investments in our managed models business, have been effective in creating momentum in our core business. In addition, our advancements in digital assets and our efforts to expand beyond our existing ETP business by leveraging blockchain technology, digital assets and principles of DeFi to deliver transparency, choice and inclusivity to customers and consumers around the world positions us well for success to grow in this competitive landscape.
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Components of Operating Revenue
Advisory fees
Substantially all of our revenues are comprised of advisory fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. Our weighted average fee rates by product category are as follows:
| Commodity & Currency: | 37bps | Leveraged & Inverse: | 87bps | |||||
|---|---|---|---|---|---|---|---|---|
| International Developed Market Equity: | 51bps | Fixed Income: | 20bps | |||||
| U.S. Equity: | 32bps | Alternatives: | 58bps | |||||
| Emerging Market Equity: | 49bps | Cryptocurrency: | 96bps |
We determine the appropriate advisory fee to charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing certain fund expenses.
Our advisory fee revenues may fluctuate based on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar, increased competition and level of inflows or outflows from our ETPs.
Other income
Other income includes rebates from swap providers to our European ETPs, creation/redemption fees earned on our European
non-UCITS
products and fees from licensing our indexes to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses are expensed when incurred and include salaries, incentive compensation, and related benefit costs. Virtually all of our employees receive incentive compensation that is based on our operating results as well as their individual performance. Therefore, a portion of this expense will fluctuate with our business results. To attract and retain qualified personnel, we must maintain competitive employee compensation and benefit plans. We would expect changes in employee compensation and benefits expense to be correlated with changes in our revenues and net inflows. Our compensation costs are also affected by inflationary pressures.
Also included in compensation and benefits are costs related to equity awards granted to our employees. Our executive management and board of directors strongly believe that equity awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the vesting period.
Fund management and administration
Fund management and administration expenses are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | portfolio management of our ETPs (sub-advisory); |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | fund accounting and administration; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | custodial and storage services; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | market making; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | transfer agency; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | accounting and tax services; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | printing and mailing of stockholder materials; |
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| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | index calculation; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | indicative values; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | distribution fees; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | legal and compliance services; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | exchange listing fees; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | trustee fees and expenses; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | preparation of regulatory reports and filings; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | insurance; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | certain local income taxes; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | other administrative services. |
We are not responsible for extraordinary expenses, taxes and certain other expenses related to the funds.
We depend on a number of parties to provide critical portfolio management services to our ETPs. The fees we pay our
sub-advisers
generally are the higher of the fixed minimums per fund, which range from $25,000 to $737,040 per year, or the percentage fee, which ranges between 0.015% and 0.200% per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based on transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer agency, index calculation, indicative values and exchange listing are based on the number of ETFs we have. The remaining fees are based on a combination of both AUM and number of funds, or as incurred.
Marketing and advertising
Marketing and advertising expenses are recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | development and maintenance of our website; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | creation and preparation of marketing materials. |
Our discretionary advertising comprises the largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs, they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are recorded when incurred and include the following:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | travel and entertainment or conference related expenses for our sales force; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | market data services for our research team; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | sales related software tools; |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | voluntary payment of certain costs associated with the creation or redemption of ETF shares, as we may elect from time to time; and |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | legal and other advisory fees associated with the development of new funds or business initiatives. |
Contractual gold payments
Contractual gold payments expense represents an ongoing obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earn for managing physically backed gold ETPs. See Note 10 to our Consolidated Financial Statements for additional information.
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Professional and consulting fees
Professional fees are expensed when incurred and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources or other consultants. These expenses fluctuate based on our needs or requirements at the time. Certain of these costs are at our discretion and can fluctuate year to year.
Occupancy, communications and equipment
Occupancy, communications and equipment expense includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results from amortization of leasehold improvements to our office space as well as depreciation on fixed assets we purchase, which is depreciated over five to fifteen years.
Third-party distribution fees
Third-party distribution fees, which are expensed as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Acquisition and disposition-related costs
Acquisition and disposition-related costs are principally associated with the sale of our Canadian ETF business, which was completed in February 2020.
Other
Other expenses consist primarily of insurance premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment and board of director fees, including stock-based compensation related to equity awards we granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective interest method which includes the amortization of discounts, premiums and issuance costs.
Revaluation of deferred consideration – gold payments
Deferred consideration arose in connection with the ETFS Acquisition and is remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. See Note 10 to our Consolidated Financial Statements for additional information.
Interest income
Interest income, which is recognized on an accrual basis, arises from investing our corporate cash and on notes receivable previously outstanding.
Other losses and gains, net
Included herein are gains and losses arising from our securities owned, the sale of gold earned from advisory fees paid by physically-backed gold ETPs, foreign exchange and other miscellaneous items. Also included are losses arising from the release of
tax-related
indemnification assets upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due to federal, various state and local and certain foreign authorities.
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Expense Guidance for the Year Ending December 31, 2022
Compensation Expense
Our compensation expense for the year ending December 31, 2022 is currently estimated to range from $92.0 million to $102.0 million and takes into consideration the competitive landscape, inflationary pressures and hiring both in our core business and digital assets.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary spending for the year ending December 31, 2022 to range from $49.0 million to $57.0 million, which presumes the pandemic dissipates and spending migrates toward
pre-pandemic
levels. This range also includes spending on our digital assets initiative and is dependent on the rollout of WisdomTree Prime
™
and the launch of additional products and services.
Not included in the guidance above are any potential non-recurring expenses we may incur in response to the Schedule 13D filed with the SEC on January 24, 2022 by ETFS Capital Limited. Such expenses could be material to our results of operations for the year ending December 31, 2022.
Gross Margin
We define gross margin as total operating revenues less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. For the year ending December 31, 2022, we currently estimate that our gross margin percentage will be 81% to 82% at current AUM and revenue levels.
Contractual Gold Payments
We currently estimate our contractual gold payments expense for the year ending December 31, 2022 to be approximately $17.0 million based upon current gold prices. This expense is measured based upon actual monthly average gold prices.
Third-Party Distribution Expense
We currently estimate third-party distribution expense to be approximately $9.5 million for the year ending December 31, 2022, which assumes continued growth in Latin America and the introduction of new platforms in Europe.
Income Tax Expense
We currently estimate that our consolidated normalized effective tax rate will be approximately 21% to 22% for the year ending December 31, 2022. This estimated rate may change and is dependent upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted. Such items may include, but are not limited to, any revaluation on deferred consideration – gold payments, reductions in unrecognized tax benefits and any stock-based compensation windfalls or shortfalls. Corporate tax legislation could also impact our normalized effective tax rate.
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Factors that May Impact our Future Financial Results
Our AUM is well diversified across the commodity, U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well as the performance of these products.
Our revenues are also highly correlated to the level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our average advisory fee, which, for the years ended December 31, 2019, 2020 and 2021 were 0.44%, 0.40% and 0.41%, respectively.
The chart below sets forth the asset mix of our ETPs for the last three years:
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Key Operating Statistics
The following table presents key operating statistics that serve as indicators for the performance of our business:
| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 67,383 | $ | 63,532 | $ | 53,940 | ||||||
| Assets acquired/(sold) | — | (778 | ) | — | ||||||||
| Inflows/(outflows) | 4,660 | (22 | ) | 591 | ||||||||
| Market appreciation/(depreciation) | 5,454 | 5,013 | 9,272 | |||||||||
| Fund closures | (19 | ) | (362 | ) | (271 | ) | ||||||
| End of period assets | $ | 77,478 | $ | 67,383 | $ | 63,532 | ||||||
| Average assets during the period | $ | 73,436 | $ | 60,266 | $ | 59,667 | ||||||
| Average advisory fee during the period | 0.41 | % | 0.40 | % | 0.44 | % | ||||||
| Number of ETPs – end of the period | 329 | 309 | 349 | |||||||||
| U.S. LISTED ETFs (in millions) | ||||||||||||
| Beginning of period assets | $ | 38,517 | $ | 40,600 | $ | 35,486 | ||||||
| Inflows/(outflows) | 4,950 | (1,253 | ) | (654 | ) | |||||||
| Market appreciation/(depreciation) | 4,758 | (706 | ) | 5,858 | ||||||||
| Fund closures | (15 | ) | (124 | ) | (90 | ) | ||||||
| End of period assets | $ | 48,210 | $ | 38,517 | $ | 40,600 | ||||||
| Average assets during the period | $ | 44,335 | $ | 34,133 | $ | 38,579 | ||||||
| Number of ETPs—end of period | 75 | 67 | 80 | |||||||||
| INTERNATIONAL LISTED ETPs (in millions) | ||||||||||||
| Beginning of period assets | $ | 28,866 | $ | 22,932 | $ | 18,454 | ||||||
| Assets acquired/(sold) | — | (778 | ) | — | ||||||||
| Inflows/(outflows) | (290 | ) | 1,231 | 1,245 | ||||||||
| Market appreciation/(depreciation) | 696 | 5,719 | 3,414 | |||||||||
| Fund closures | (4 | ) | (238 | ) | (181 | ) | ||||||
| End of period assets | $ | 29,268 | $ | 28,866 | $ | 22,932 | ||||||
| Average assets during the period | $ | 29,100 | $ | 26,133 | $ | 21,088 | ||||||
| Number of ETPs—end of period | 254 | 242 | 269 | |||||||||
| PRODUCT CATEGORIES (in millions) | ||||||||||||
| Commodity & Currency | ||||||||||||
| Beginning of period assets | $ | 25,880 | $ | 20,073 | $ | 15,976 | ||||||
| Inflows/(outflows) | (1,478 | ) | 471 | 1,118 | ||||||||
| Market appreciation/(depreciation) | 196 | 5,336 | 2,979 | |||||||||
| End of period assets | $ | 24,598 | $ | 25,880 | $ | 20,073 | ||||||
| Average assets during the period | $ | 25,028 | $ | 23,737 | $ | 18,214 | ||||||
| U.S. Equity | ||||||||||||
| Beginning of period assets | $ | 18,367 | $ | 17,732 | $ | 13,211 | ||||||
| Inflows/(outflows) | 1,542 | 765 | 1,446 | |||||||||
| Market appreciation/(depreciation) | 3,951 | (130 | ) | 3,075 | ||||||||
| End of period assets | $ | 23,860 | $ | 18,367 | $ | 17,732 | ||||||
| Average assets during the period | $ | 21,265 | $ | 15,393 | $ | 15,847 | ||||||
| International Developed Market Equity | ||||||||||||
| Beginning of period assets | $ | 9,406 | $ | 13,018 | $ | 14,231 | ||||||
| Inflows/(outflows) | 1,260 | (2,843 | ) | (3,452 | ) | |||||||
| Market appreciation/(depreciation) | 1,228 | (769 | ) | 2,239 | ||||||||
| End of period assets | $ | 11,894 | $ | 9,406 | $ | 13,018 | ||||||
| Average assets during the period | $ | 10,745 | $ | 9,500 | $ | 13,190 |
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| Years Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Emerging Market Equity | ||||||||||||
| Beginning of period assets | $ | 8,539 | $ | 6,400 | $ | 5,202 | ||||||
| Inflows/(outflows) | 2,041 | 1,700 | 618 | |||||||||
| Market appreciation/(depreciation) | (205 | ) | 439 | 580 | ||||||||
| End of period assets | $ | 10,375 | $ | 8,539 | $ | 6,400 | ||||||
| Average assets during the period | $ | 10,619 | $ | 6,054 | $ | 5,704 | ||||||
| Fixed Income | ||||||||||||
| Beginning of period assets | $ | 3,308 | $ | 3,565 | $ | 2,230 | ||||||
| Inflows/(outflows) | 1,131 | (281 | ) | 1,276 | ||||||||
| Market appreciation/(depreciation) | (83 | ) | 24 | 59 | ||||||||
| End of period assets | $ | 4,356 | $ | 3,308 | $ | 3,565 | ||||||
| Average assets during the period | $ | 3,548 | $ | 3,540 | $ | 3,555 | ||||||
| Leveraged & Inverse | ||||||||||||
| Beginning of period assets | $ | 1,477 | $ | 1,133 | $ | 1,054 | ||||||
| Inflows/(outflows) | 46 | 249 | (3 | ) | ||||||||
| Market appreciation/(depreciation) | 254 | 95 | 82 | |||||||||
| End of period assets | $ | 1,777 | $ | 1,477 | $ | 1,133 | ||||||
| Average assets during the period | $ | 1,676 | $ | 1,302 | $ | 1,167 | ||||||
| Cryptocurrency | ||||||||||||
| Beginning of period assets | $ | 167 | $ | 1 | $ | — | ||||||
| Inflows/(outflows) | 84 | 76 | 1 | |||||||||
| Market appreciation/(depreciation) | 106 | 90 | — | |||||||||
| End of period assets | $ | 357 | $ | 167 | $ | 1 | ||||||
| Average assets during the period | $ | 312 | $ | 30 | $ | 1 | ||||||
| Alternatives | ||||||||||||
| Beginning of period assets | $ | 215 | $ | 358 | $ | 508 | ||||||
| Inflows/(outflows) | 39 | (125 | ) | (162 | ) | |||||||
| Market appreciation/(depreciation) | 7 | (18 | ) | 12 | ||||||||
| End of period assets | $ | 261 | $ | 215 | $ | 358 | ||||||
| Average assets during the period | $ | 224 | $ | 251 | $ | 440 | ||||||
| Closed ETPs | ||||||||||||
| Beginning of period assets | $ | 24 | $ | 1,252 | $ | 1,528 | ||||||
| Assets sold | — | (778 | ) | — | ||||||||
| Inflows/(outflows) | (5 | ) | (34 | ) | (251 | ) | ||||||
| Market appreciation/(depreciation) | — | (54 | ) | 246 | ||||||||
| Fund closures | (19 | ) | (362 | ) | (271 | ) | ||||||
| End of period assets | $ | — | $ | 24 | $ | 1,252 | ||||||
| Average assets during the period | $ | 19 | $ | 459 | $ | 1,549 | ||||||
| Headcount | 241 | 217 | 208 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
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Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 73,436 | $ | 60,266 | $ | 13,170 | 21.9 | % | ||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees(1) | $ | 298,052 | $ | 246,395 | $ | 51,657 | 21.0 | % | ||||||||
| Other income | 6,266 | 3,517 | 2,749 | 78.2 | % | |||||||||||
| Total revenues | $ | 304,318 | $ | 249,912 | $ | 54,406 | 21.8 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Advisory fees previously reported have been revised due to an immaterial error correction. These revisions had no effect on previously reported net income. See Note 2 to our Consolidated Financial Statements for additional information. |
Average AUM
Our average AUM increased 21.9 % from $60.3 billion at December 31, 2020 to $73.4 billion at December 31, 2021 arising from market appreciation and net inflows.
Operating Revenues
Advisory fees
Advisory fee revenues increased 21.0% from $246.4 million during the year ended December 31, 2020 to $298.1 million in the comparable period in 2021 due to higher average AUM. Our average advisory fee increased from 0.40% during the year ended December 31, 2020 to 0.41% during the year ended December 31, 2021 due to AUM mix shift.
Other income
Other income increased 78.2% from $3.5 million during the year ended December 31, 2020 to $6.3 million in the comparable period in 2021 primarily due to higher fees associated with our European listed products.
Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||||||||||
| Compensation and benefits | $ | 88,163 | $ | 74,675 | $ | 13,488 | 18.1 | % | ||||||||
| Fund management and administration(1) | 58,912 | 56,728 | 2,184 | 3.8 | % | |||||||||||
| Marketing and advertising | 14,090 | 11,128 | 2,962 | 26.6 | % | |||||||||||
| Sales and business development | 9,907 | 10,579 | (672 | ) | (6.4 | %) | ||||||||||
| Contractual gold payments | 17,096 | 16,811 | 285 | 1.7 | % | |||||||||||
| Professional and consulting fees | 7,616 | 4,902 | 2,714 | 55.4 | % | |||||||||||
| Occupancy, communications and equipment | 4,629 | 6,427 | (1,798 | ) | (28.0 | %) | ||||||||||
| Depreciation and amortization | 738 | 1,021 | (283 | ) | (27.7 | %) | ||||||||||
| Third-party distribution fees | 7,176 | 5,219 | 1,957 | 37.5 | % | |||||||||||
| Acquisition and disposition-related costs | — | 416 | (416 | ) | n/a | |||||||||||
| Other | 6,933 | 6,924 | 9 | 0.1 | % | |||||||||||
| Total operating expenses | $ | 215,260 | $ | 194,830 | $ | 20,430 | 10.5 | % |
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| As a Percent of Revenues: | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||||
| Compensation and benefits | 28.9 | % | 29.8 | % | ||||
| Fund management and administration(1) | 19.4 | % | 22.7 | % | ||||
| Marketing and advertising | 4.6 | % | 4.5 | % | ||||
| Sales and business development | 3.3 | % | 4.2 | % | ||||
| Contractual gold payments | 5.6 | % | 6.7 | % | ||||
| Professional and consulting fees | 2.5 | % | 2.0 | % | ||||
| Occupancy, communications and equipment | 1.5 | % | 2.6 | % | ||||
| Depreciation and amortization | 0.2 | % | 0.4 | % | ||||
| Third-party distribution fees | 2.4 | % | 2.1 | % | ||||
| Acquisition and disposition-related costs | n/a | 0.2 | % | |||||
| Other | 2.3 | % | 2.8 | % | ||||
| Total operating expenses | 70.7 | % | 78.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Fund management and administration expenses previously reported have been revised due to an immaterial error correction. These revisions had no effect on previously reported net income. See Note 2 to our Consolidated Financial Statements for additional information. |
Compensation and benefits
Compensation and benefits expense increased 18.1% from $74.7 million during the year ended December 31, 2020 to $88.2 million in the comparable period in 2021 due to higher incentive compensation and headcount. Headcount was 217 and 241 at December 31, 2020 and 2021, respectively.
Fund management and administration
Fund management and administration expense increased 3.8% from $56.7 million during the year ended December 31, 2020 to $58.9 million in the comparable period in 2021 primarily due to higher average AUM. We had 67 U.S. listed ETFs and 242 International listed ETPs at December 31, 2020 compared to 75 U.S. listed ETFs and 254 International listed ETPs at December 31, 2021.
Marketing and advertising
Marketing and advertising expense increased 26.6% from $11.1 million during the year ended December 31, 2020 to $14.1 million in the comparable period in 2021 as our spending in the prior year was reduced at the onset of the
COVID-19
pandemic.
Sales and business development
Sales and business development expense decreased 6.4% from $10.6 million during the year ended December 31, 2020 to $9.9 million in the comparable period in 2021 primarily due to lower travel and discretionary spending resulting from the persistence of the
COVID-19
pandemic.
Contractual gold payments
Contractual gold payments expense increased 1.7% from $16.8 million during the year ended December 31, 2020 to $17.1 million in the comparable period in 2021. This expense was associated with the payment of 9,500 ounces of gold and was calculated using the average daily spot price of $1,770 and $1,800 per ounce during the years ended December 31, 2020 and 2021, respectively.
Professional and consulting fees
Professional and consulting fees increased 55.4% from $4.9 million during the year ended December 31, 2020 to $7.6 million in the comparable period in 2021 due to spending related to our digital assets initiative.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 28.0% from $6.4 million during the year ended December 31, 2020 to $4.6 million in the comparable period in 2021 as we exited our New York office and reduced our office footprint in Europe.
Depreciation and amortization
Depreciation and amortization expense decreased 27.7% from $1.0 million during the year ended December 31, 2020 to $0.7 million in the comparable period in 2021 due to the
write-off
of fixed assets related to the exit of our New York office.
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Third-party distribution fees
Third-party distribution fees increased 37.5% from $5.2 million during the year ended December 31, 2020 to $7.2 million in the comparable period in 2021 primarily due to higher AUM in Latin America resulting in higher fees paid to our third-party marketing agent, as well as additional platform relationships.
Acquisition and disposition-related costs
Acquisition and disposition-related costs of $0.4 million during the year ended December 31, 2020 arose in connection with the sale of our Canadian ETF business which was completed in February 2020.
Other
Other expenses were essentially unchanged from the year ended December 31, 2021.
Other Income/(Expenses)
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2021 | 2020 | ||||||||||||||
| Interest expense | $ | (12,332 | ) | $ | (9,668 | ) | $ | (2,664 | ) | 27.6 | % | |||||
| Gain/(loss) on revaluation of deferred consideration | 2,018 | (56,821 | ) | 58,839 | n/a | |||||||||||
| Interest income | 2,009 | 744 | 1,265 | 170.0 | % | |||||||||||
| Impairments | (16,156 | ) | (22,752 | ) | 6,596 | (29.0 | %) | |||||||||
| Loss on extinguishment of debt | — | (2,387 | ) | 2,387 | n/a | |||||||||||
| Other losses and gains, net | (7,926 | ) | 580 | (8,506 | ) | n/a | ||||||||||
| Total other expenses, net | $ | (32,387 | ) | $ | (90,304 | ) | $ | 57,917 | (64.1 | %) |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2021 | 2020 | ||||||
| Interest expense | (4.1 | %) | (3.9 | %) | ||||
| Gain/(loss) on revaluation of deferred consideration | 0.7 | % | (22.7 | %) | ||||
| Interest income | 0.7 | % | 0.3 | % | ||||
| Impairments | (5.3 | %) | (9.1 | %) | ||||
| Loss on extinguishment of debt | — | (1.0 | %) | |||||
| Other losses and gains, net | (2.6 | %) | 0.2 | % | ||||
| Total other expenses, net | (10.6 | %) | (36.1 | %) |
Interest expense
Interest expense increased 27.6% from $9.7 million during the year ended December 31, 2020 to $12.3 million in the comparable period in 2021 due to a higher level of debt outstanding in the current period. Our effective interest rate during the years ended December 31, 2020 and 2021 was 5.5% and 4.9%, respectively.
Gain/(loss) on revaluation of deferred consideration
We recognized a gain on revaluation of deferred consideration of $2.0 million during the year ended December 31, 2021 as compared to a loss of $56.8 million during the year ended December 31, 2020. The gain in the current period was due to a decline in spot prices, partly offset by a steepening of the forward-looking gold curve. The magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 170.0% from $0.7 million during the year ended December 31, 2020 to $2.0 million in the comparable period in 2021 due to an increase in securities owned.
Impairments
During the year ended December 31, 2021, we recognized impairment charges totaling $16.2 million, including a loss of $9.3 million upon the termination of the lease of our former principal executive office at 245 Park Avenue, New York, New York, $6.6 million related to the
write-off
of leasehold improvements and fixed assets associated with our former New York office and $0.3 million upon exiting our London office (See Notes 9, 14 and 26 to our Consolidated Financial Statements).
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During the year ended December 31, 2020, we recognized
non-cash
impairment charges totaling $22.8 million, including $19.7 million related to our former investment in AdvisorEngine Inc., or AdvisorEngine, and $3.1 million related to our investment in Thesys Group, Inc., or Thesys.
Loss on extinguishment of debt
During the year ended December 31, 2020, we recognized a
non-cash
loss on extinguishment of debt of $2.4 million arising from the acceleration of debt issuance cost amortization in connection with the termination of our former credit facility.
Other losses and gains, net
Other losses and gains, net were $0.6 million and ($7.9) million during the year ended December 31, 2020 and 2021, respectively. This includes a charge of $6.0 million and $5.2 million during the years ended December 31, 2020 and 2021, respectively, arising from the release of a
tax-related
indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the year ended December 31, 2021, we also recognized losses on our securities owned of $3.8 million, a gain of $0.8 million related to the remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and an unrealized gain of $0.4 million on our investment in Securrency. In addition, during the year ended December 31, 2020, we recognized a gain of $2.9 million associated with the sale of our Canadian ETF business and a gain of $1.1 million arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for the year ended December 31, 2021 of 12.1% resulted in income tax expense of $6.9 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5.2 million reduction in unrecognized tax benefits and a lower tax rate on foreign earnings. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and
non-deductible
executive compensation.
Our effective income tax rate for the year ended December 31, 2020 of negative 1.2% resulted in income tax expense of $0.4 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a
non-deductible
loss on revaluation of deferred consideration, a valuation allowance on capital losses and tax shortfalls associated with the vesting and exercise of stock-based compensation awards. These items were partly offset by a tax benefit of $6.0 million recognized in connection with the release of the
tax-related
indemnification asset described above, a $2.9 million
non-taxable
gain recognized upon sale of our Canadian ETF business in the first quarter, a tax benefit of $2.6 million recognized in connection with the release of a deferred tax asset valuation allowance on interest carryforwards arising from our debt previously held in the U.K. and a lower tax rate on foreign earnings.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Selected Operating and Financial Information
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 60,266 | $ | 59,667 | $ | 599 | 1.0 | % | ||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees(1) | $ | 246,395 | $ | 263,777 | $ | (17,382 | ) | (6.6 | %) | |||||||
| Other income | 3,517 | 2,751 | 766 | 27.8 | % | |||||||||||
| Total revenues | $ | 249,912 | $ | 266,528 | $ | (16,616 | ) | (6.2 | %) |
| Column 1 | Column 2 |
|---|---|
| (1) | Advisory fees previously reported have been revised due to an immaterial error correction. These revisions had no effect on previously reported net income. See Note 2 to our Consolidated Financial Statements for additional information. |
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Average AUM
Our average AUM increased 1.0% from $59.7 billion at December 31, 2019 to $60.3 billion at December 31, 2020 arising from market appreciation.
Operating Revenues
Advisory fees
Advisory fee revenues decreased 6.6% from $263.8 million during the year ended December 31, 2019 to $246.4 million in the comparable period in 2020 due to increase in our average AUM, notwithstanding a 4 basis point decline in our average advisory fee arising from AUM mix shift. Our average advisory fee declined from 0.44% during the year ended December 31, 2019 to 0.40% during the year ended December 31, 2020.
Other income
Other income increased 27.8% from $2.8 million during the year ended December 31, 2019 to $3.5 million in the comparable period in 2020 primarily due to higher creation/redemption fees associated with our international listed products.
Operating Expenses
| (in thousands) | Year Ended December 31, | Change | Percent Change | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||||||||||
| Compensation and benefits | $ | 74,675 | $ | 80,761 | $ | (6,086 | ) | (7.5 | %) | |||||||
| Fund management and administration(1) | 56,728 | 59,627 | (2,899 | ) | (4.9 | %) | ||||||||||
| Marketing and advertising | 11,128 | 12,163 | (1,035 | ) | (8.5 | %) | ||||||||||
| Sales and business development | 10,579 | 18,276 | (7,697 | ) | (42.1 | %) | ||||||||||
| Contractual gold payments | 16,811 | 13,226 | 3,585 | 27.1 | % | |||||||||||
| Professional and consulting fees | 4,902 | 5,641 | (739 | ) | (13.1 | %) | ||||||||||
| Occupancy, communications and equipment | 6,427 | 6,302 | 125 | 2.0 | % | |||||||||||
| Depreciation and amortization | 1,021 | 1,045 | (24 | ) | (2.3 | %) | ||||||||||
| Third-party distribution fees | 5,219 | 6,968 | (1,749 | ) | (25.1 | %) | ||||||||||
| Acquisition and disposition-related costs | 416 | 902 | (486 | ) | (53.9 | %) | ||||||||||
| Other | 6,924 | 8,083 | (1,159 | ) | (14.3 | %) | ||||||||||
| Total operating expenses | $ | 194,830 | $ | 212,994 | $ | (18,164 | ) | (8.5 | %) |
| As a Percent of Revenues: | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Compensation and benefits | 29.8 | % | 30.2 | % | ||||
| Fund management and administration(1) | 22.7 | % | 22.4 | % | ||||
| Marketing and advertising | 4.5 | % | 4.6 | % | ||||
| Sales and business development | 4.2 | % | 6.9 | % | ||||
| Contractual gold payments | 6.7 | % | 5.0 | % | ||||
| Professional and consulting fees | 2.0 | % | 2.1 | % | ||||
| Occupancy, communications and equipment | 2.6 | % | 2.4 | % | ||||
| Depreciation and amortization | 0.4 | % | 0.4 | % | ||||
| Third-party distribution fees | 2.1 | % | 2.6 | % | ||||
| Acquisition and disposition-related costs | 0.2 | % | 0.3 | % | ||||
| Other | 2.8 | % | 3.0 | % | ||||
| Total operating expenses | 78.0 | % | 79.9 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Fund management and administration expenses previously reported have been revised due to an immaterial error correction. These revisions had no effect on previously reported net income. See Note 2 to our Consolidated Financial Statements for additional information. |
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Compensation and benefits
Compensation and benefits expense decreased 7.5% from $80.8 million during the year ended December 31, 2019 to $74.7 million in the comparable period in 2020 due to lower incentive compensation accruals as well as $3.5 million of severance expense included in the prior year period. Headcount was 208 and 217 at December 31, 2019 and 2020, respectively.
Fund management and administration
Fund management and administration expense decreased 4.9% from $59.6 million during the year ended December 31, 2019 to $56.7 million in the comparable period in 2020 due to the sale of our Canadian ETF business in February 2020, partly offset by higher average AUM. We had 80 U.S. listed ETFs and 269 International listed ETPs at December 31, 2019 compared to 67 U.S. listed ETFs and 242 International listed ETPs at December 31, 2020.
Marketing and advertising
Marketing and advertising expense decreased 8.5% from $12.2 million during the year ended December 31, 2019 to $11.1 million in the comparable period in 2020 primarily due to lower discretionary spending resulting from the
COVID-19
pandemic.
Sales and business development
Sales and business development expense decreased 42.1% from $18.3 million during the year ended December 31, 2019 to $10.6 million in the comparable period in 2020 primarily due to lower discretionary spending resulting from the
COVID-19
pandemic.
Contractual gold payments
Contractual gold payments expense increased 27.1% from $13.2 million during the year ended December 31, 2019 to $16.8 million in the comparable period in 2020. This expense was associated with the payment of 9,500 ounces of gold and was calculated using the average daily spot price of $1,393 and $1,770 per ounce during the years ended December 31, 2019 and 2020, respectively.
Professional and consulting fees
Professional and consulting fees decreased 13.1% from $5.6 million during the year ended December 31, 2019 to $4.9 million in the comparable period in 2020 due to lower corporate consulting-related expenses.
Occupancy, communications and equipment
Occupancy, communications and equipment expense was essentially unchanged from the year ended December 31, 2019.
Depreciation and amortization
Depreciation and amortization expense was essentially unchanged from the year ended December 31, 2019.
Third-party distribution fees
Third-party distribution fees decreased 25.1% from $7.0 million during the year ended December 31, 2019 to $5.2 million in the comparable period in 2020 primarily due to lower fees for platform relationships.
Acquisition and disposition-related costs
Acquisition and disposition-related costs were $0.9 million and $0.4 million during the year ended December 31, 2019 and 2020. These were incurred in connection with the integration of ETFS during the year ended December 31, 2019 and costs associated with the sale of our Canadian ETF business, which was completed in February 2020.
Other
Other expenses decreased 14.3% from $8.1 million during the year ended December 31, 2019 to $6.9 million in the comparable period in 2020 primarily due to lower office-related and travel expenses as a result of our employees working remotely.
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Other Income/(Expenses)
| Year Ended December 31, | Change | Percent Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2020 | 2019 | ||||||||||||||
| Interest expense | $ | (9,668 | ) | $ | (11,240 | ) | $ | 1,572 | (14.0 | %) | ||||||
| Loss on revaluation of deferred consideration | (56,821 | ) | (11,293 | ) | (45,528 | ) | 403.2 | % | ||||||||
| Interest income | 744 | 3,332 | (2,588 | ) | (77.7 | %) | ||||||||||
| Impairments | (22,752 | ) | (30,710 | ) | 7,958 | (25.9 | %) | |||||||||
| Loss on extinguishment of debt | (2,387 | ) | — | (2,387 | ) | n/a | ||||||||||
| Other gains and losses, net | 580 | (3,502 | ) | 4,082 | n/a | |||||||||||
| Total other expenses, net | $ | (90,304 | ) | $ | (53,413 | ) | $ | (36,891 | ) | 69.1 | % |
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| As a Percent of Revenues: | 2020 | 2019 | ||||||
| Interest expense | (3.9 | %) | (4.2 | %) | ||||
| Loss on revaluation of deferred consideration | (22.6 | %) | (4.2 | %) | ||||
| Interest income | 0.3 | % | 1.3 | % | ||||
| Impairments | (9.1 | %) | (11.6 | %) | ||||
| Loss on extinguishment of debt | (1.0 | %) | — | |||||
| Other gains and losses, net | 0.2 | % | (1.3 | %) | ||||
| Total other expenses, net | (36.1 | %) | (20.0 | %) |
Interest expense
Interest expense decreased 14.0% from $11.2 million during the year ended December 31, 2019 to $9.7 million in the comparable period in 2020 due to a lower level of debt outstanding. Our effective interest rate during the years ended December 31, 2019 and 2020 were 5.3% and 5.5%, respectively.
Loss on revaluation of deferred consideration
We recognized a loss on revaluation of deferred consideration of $11.3 million and $56.8 million during the years ended December 31, 2019 and 2020, respectively. The loss in each period was due to an increase in the forward-looking price of gold when compared to the forward-looking gold curve at the beginning of each respective year. The magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold. In addition, the loss in the current year also resulted from a reduction in the discount rate used to compute the present value of the annual payment obligations.
Interest income
Interest income decreased 77.7% from $3.3 million during the year ended December 31, 2019 to $0.7 million in the comparable period in 2020 as
paid-in-kind
interest income was accrued in the prior period on our former AdvisorEngine notes receivable.
Impairments
During the year ended December 31, 2020, we recognized
non-cash
impairment charges totaling $22.8 million, including $19.7 million related to our former investment in AdvisorEngine, and $3.1 million related to our investment in Thesys (See Note 26 to our Consolidated Financial Statements).
During the year ended December 31, 2019, we recognized
non-cash
impairment charges totaling $30.7 million, including $30.1 million to our former investment in AdvisorEngine and $0.6 million in connection with the termination of our Japan office lease.
Loss on extinguishment of debt
During the year ended December 31, 2020, we recognized a
non-cash
loss on extinguishment of debt of $2.4 million arising from the acceleration of debt issuance cost amortization in connection with the termination of our former credit facility.
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Other gains and losses, net
Other gains and losses, net were ($3.5) million and $0.6 million during the years ended December 31, 2019 and 2020, respectively. This includes a charge of $4.3 million and $6.0 million during the years ended December 31, 2019 and 2020, respectively, arising from the release of a
tax-related
indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. In addition, during the year ended December 31, 2020, we recognized a gain of $2.9 million associated with the sale of our Canadian ETF business and a gain of $1.1 million arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine. The year ended December 31, 2019 also includes a gain of $0.4 million from the recognition of the foreign currency translation adjustment upon the liquidation of our Japan business.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations, securities owned and other miscellaneous items.
Income Taxes
Our effective income tax rate for the year ended December 31, 2020 of negative 1.2% resulted in income tax expense of $0.4 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a
non-deductible
loss on revaluation of deferred consideration, a valuation allowance on capital losses and tax shortfalls associated with the vesting and exercise of stock-based compensation awards. These items were partly offset by a tax benefit of $6.0 million recognized in connection with the release of the
tax-related
indemnification asset described above, a $2.9 million
non-taxable
gain recognized upon sale of our Canadian ETF business in the first quarter, a tax benefit of $2.6 million recognized in connection with the release of a deferred tax asset valuation allowance on interest carryforwards arising from our debt previously held in the U.K. and a lower tax rate on foreign earnings.
Our effective income tax rate during the year ended December 31, 2019 was not meaningful as our income before income taxes was $0.1 million. Our effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a valuation allowance on capital losses and foreign net operating losses, a
non-deductible
loss on revaluation of deferred consideration,
non-deductible
executive compensation, state and local income taxes and tax shortfalls associated with the vesting and exercise of stock-based compensation awards, partly offset by a $4.3 million reduction in unrecognized tax benefits and a lower tax rate on foreign earnings.
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Quarterly Results
The following tables set forth our unaudited consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated quarterly operating data for the quarters in 2021 and 2020. In our opinion, this unaudited information has been prepared on substantially the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report. The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
| (in thousands, except per share amounts) | Q4/21 | Q3/21 | Q2/21 | Q1/21 | Q4/20 | Q3/20 | Q2/20 | Q1/20 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenues: | ||||||||||||||||||||||||||||||||
| Advisory fees(1) | $ | 77,441 | $ | 76,400 | $ | 74,169 | $ | 70,042 | $ | 64,697 | $ | 63,028 | $ | 56,394 | $ | 62,276 | ||||||||||||||||
| Other income | 1,734 | 1,712 | 1,606 | 1,214 | 954 | 721 | 918 | 924 | ||||||||||||||||||||||||
| Total revenues | 79,175 | 78,112 | 75,775 | 71,256 | 65,651 | 63,749 | 57,312 | 63,200 | ||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 23,178 | 22,027 | 20,331 | 22,627 | 20,827 | 19,098 | 17,455 | 17,295 | ||||||||||||||||||||||||
| Fund management and administration(1) | 15,417 | 15,181 | 14,367 | 13,947 | 14,942 | 14,328 | 13,647 | 13,810 | ||||||||||||||||||||||||
| Marketing and advertising | 4,565 | 2,925 | 3,594 | 3,006 | 3,715 | 2,996 | 1,949 | 2,468 | ||||||||||||||||||||||||
| Sales and business development | 2,668 | 2,935 | 2,159 | 2,145 | 2,595 | 2,386 | 2,181 | 3,417 | ||||||||||||||||||||||||
| Contractual gold payments | 4,262 | 4,250 | 4,314 | 4,270 | 4,449 | 4,539 | 4,063 | 3,760 | ||||||||||||||||||||||||
| Professional and consulting fees | 2,099 | 1,583 | 1,921 | 2,013 | 1,322 | 950 | 1,357 | 1,273 | ||||||||||||||||||||||||
| Occupancy, communications and equipment | 725 | 1,163 | 1,266 | 1,475 | 1,622 | 1,611 | 1,643 | 1,551 | ||||||||||||||||||||||||
| Depreciation and amortization | 45 | 185 | 256 | 252 | 261 | 253 | 251 | 256 | ||||||||||||||||||||||||
| Third-party distribution fees | 1,830 | 1,873 | 2,130 | 1,343 | 1,291 | 1,233 | 1,340 | 1,355 | ||||||||||||||||||||||||
| Acquisition and disposition-related costs | — | — | — | — | — | — | 33 | 383 | ||||||||||||||||||||||||
| Other | 1,823 | 1,787 | 1,752 | 1,571 | 1,720 | 1,611 | 1,596 | 1,997 | ||||||||||||||||||||||||
| Total operating expenses | 56,612 | 53,909 | 52,090 | 52,649 | 52,744 | 49,005 | 45,515 | 47,565 | ||||||||||||||||||||||||
| Operating income | 22,563 | 24,203 | 23,685 | 18,607 | 12,907 | 14,744 | 11,797 | 15,634 | ||||||||||||||||||||||||
| Other Income/(Expenses): | ||||||||||||||||||||||||||||||||
| Interest expense | (3,740 | ) | (3,729 | ) | (2,567 | ) | (2,296 | ) | (2,694 | ) | (2,511 | ) | (2,044 | ) | (2,419 | ) | ||||||||||||||||
| (Loss)/gain on revaluation of deferred consideration | (3,048 | ) | 1,737 | 497 | 2,832 | (22,385 | ) | (8,870 | ) | (23,358 | ) | (2,208 | ) | |||||||||||||||||||
| Interest income | 864 | 689 | 225 | 231 | 351 | 111 | 119 | 163 | ||||||||||||||||||||||||
| Impairments | — | (15,853 | ) | — | (303 | ) | — | (3,080 | ) | — | (19,672 | ) | ||||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | — | — | — | (2,387 | ) | — | |||||||||||||||||||||||
| Other losses and gains, net | (1,368 | ) | (714 | ) | 49 | (5,893 | ) | 524 | 744 | 1,819 | (2,507 | ) | ||||||||||||||||||||
| Income/(loss) before income taxes | 15,271 | 6,333 | 21,889 | 13,178 | (11,297 | ) | 1,138 | (14,054 | ) | (11,009 | ) | |||||||||||||||||||||
| Income tax expense/(benefit) | 4,084 | 500 | 4,259 | (1,969 | ) | 2,200 | 1,408 | (804 | ) | (2,371 | ) | |||||||||||||||||||||
| Net income/(loss) | $ | 11,187 | $ | 5,833 | $ | 17,630 | $ | 15,147 | ($ | 13,497 | ) | ($ | 270 | ) | ($ | 13,250 | ) | ($ | 8,638 | ) | ||||||||||||
| Earnings/(loss) per share - basic | $ | 0.07 | $ | 0.04 | $ | 0.11 | $ | 0.09 | ($0.10 | ) | ($0.01 | ) | ($0.09 | ) | ($0.06 | ) | ||||||||||||||||
| Earnings/(loss) per share - diluted | $ | 0.07 | $ | 0.04 | $ | 0.11 | $ | 0.09 | ($0.10 | ) | ($0.01 | ) | ($0.09 | ) | ($0.06 | ) | ||||||||||||||||
| Dividends per common share | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 | $ | 0.03 |
| Column 1 | Column 2 |
|---|---|
| (1) | Advisory fees and fund management and administration expenses previously reported have been revised due to an immaterial error correction. These revisions had no effect on previously reported net income. See Note 2 to our Consolidated Financial Statements for additional information. |
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| Q4/21 | Q3/21 | Q2/21 | Q1/21 | Q4/20 | Q3/20 | Q2/20 | Q1/20 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of Revenues | ||||||||||||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||||||||
| Advisory fees | 97.8 | % | 97.8 | % | 97.9 | % | 98.3 | % | 98.5 | % | 98.9 | % | 98.4 | % | 98.5 | % | ||||||||||||||||
| Other income | 2.2 | % | 2.2 | % | 2.1 | % | 1.7 | % | 1.5 | % | 1.1 | % | 1.6 | % | 1.5 | % | ||||||||||||||||
| Total revenues | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||
| Compensation and benefits | 29.2 | % | 28.2 | % | 26.9 | % | 31.7 | % | 31.6 | % | 30.0 | % | 30.4 | % | 27.4 | % | ||||||||||||||||
| Fund management and administration | 19.4 | % | 19.5 | % | 19.0 | % | 19.6 | % | 22.7 | % | 22.6 | % | 23.8 | % | 21.9 | % | ||||||||||||||||
| Marketing and advertising | 5.8 | % | 3.7 | % | 4.7 | % | 4.2 | % | 5.7 | % | 4.7 | % | 3.4 | % | 3.9 | % | ||||||||||||||||
| Sales and business development | 3.4 | % | 3.8 | % | 2.8 | % | 3.0 | % | 4.0 | % | 3.7 | % | 3.8 | % | 5.4 | % | ||||||||||||||||
| Contractual gold payments | 5.4 | % | 5.4 | % | 5.7 | % | 6.0 | % | 6.8 | % | 7.1 | % | 7.1 | % | 5.9 | % | ||||||||||||||||
| Professional and consulting fees | 2.7 | % | 2.0 | % | 2.5 | % | 2.8 | % | 2.0 | % | 1.5 | % | 2.4 | % | 2.0 | % | ||||||||||||||||
| Occupancy, communications and equipment | 0.9 | % | 1.5 | % | 1.7 | % | 2.1 | % | 2.5 | % | 2.5 | % | 2.9 | % | 2.5 | % | ||||||||||||||||
| Depreciation and amortization | 0.1 | % | 0.2 | % | 0.3 | % | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | 0.4 | % | ||||||||||||||||
| Third-party distribution fees | 2.3 | % | 2.4 | % | 2.8 | % | 1.9 | % | 2.0 | % | 1.9 | % | 2.3 | % | 2.1 | % | ||||||||||||||||
| Acquisition and disposition-related costs | n/a | n/a | n/a | n/a | n/a | n/a | 0.1 | % | 0.6 | % | ||||||||||||||||||||||
| Other | 2.3 | % | 2.3 | % | 2.3 | % | 2.2 | % | 2.6 | % | 2.5 | % | 2.8 | % | 3.2 | % | ||||||||||||||||
| Total operating expenses | 71.5 | % | 69.0 | % | 68.7 | % | 73.9 | % | 80.3 | % | 76.9 | % | 79.4 | % | 75.3 | % | ||||||||||||||||
| Operating income | 28.5 | % | 31.0 | % | 31.3 | % | 26.1 | % | 19.7 | % | 23.1 | % | 20.6 | % | 24.7 | % | ||||||||||||||||
| Other Income/(Expenses) | ||||||||||||||||||||||||||||||||
| Interest expense | (4.8 | %) | (4.8 | %) | (3.5 | %) | (3.2 | %) | (4.1 | %) | (3.9 | %) | (3.6 | %) | (3.8 | %) | ||||||||||||||||
| (Loss)/gain on revaluation of deferred consideration | (3.8 | %) | 2.2 | % | 0.7 | % | 4.0 | % | (34.1 | %) | (14.0 | %) | (40.7 | %) | (3.5 | %) | ||||||||||||||||
| Interest income | 1.1 | % | 0.9 | % | 0.3 | % | 0.3 | % | 0.5 | % | 0.2 | % | 0.2 | % | 0.3 | % | ||||||||||||||||
| Impairments | n/a | (20.3 | %) | n/a | (0.4 | %) | n/a | (4.8 | %) | n/a | (31.1 | %) | ||||||||||||||||||||
| Loss on extinguishment of debt | n/a | n/a | n/a | n/a | n/a | n/a | (4.2 | %) | n/a | |||||||||||||||||||||||
| Other losses and gains, net | (1.7 | %) | (0.9 | %) | 0.1 | % | (8.3 | %) | 0.8 | % | 1.2 | % | 3.2 | % | (4.0 | %) | ||||||||||||||||
| Income/(loss) before income taxes | 19.3 | % | 8.1 | % | 28.9 | % | 18.5 | % | (17.2 | %) | 1.8 | % | (24.5 | %) | (17.4 | %) | ||||||||||||||||
| Income tax expense/(benefit) | 5.2 | % | 0.6 | % | 5.6 | % | (2.8 | %) | 3.4 | % | 2.2 | % | (1.4 | %) | (3.7 | %) | ||||||||||||||||
| Net income/(loss) | 14.1 | % | 7.5 | % | 23.3 | 21.3 | % | (20.6 | %) | (0.4 | %) | (23.1 | %) | (13.7 | %) |
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| Q4/21 | Q3/21 | Q2/21 | Q1/21 | Q4/20 | Q3/20 | Q2/20 | Q1/20 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Statistics | ||||||||||||||||||||||||||||||||
| GLOBAL ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 72,780 | $ | 73,941 | $ | 69,532 | $ | 67,383 | $ | 60,707 | $ | 57,616 | $ | 50,302 | $ | 63,532 | ||||||||||||||||
| Assets sold | — | — | — | — | — | — | — | (778 | ) | |||||||||||||||||||||||
| Inflows/(outflows) | 1,902 | 548 | 931 | 1,279 | 881 | (485 | ) | 129 | (547 | ) | ||||||||||||||||||||||
| Market appreciation/(depreciation) | 2,811 | (1,709 | ) | 3,482 | 870 | 5,795 | 3,622 | 7,481 | (11,885 | ) | ||||||||||||||||||||||
| Fund closures | (15 | ) | — | (4 | ) | — | — | (46 | ) | (296 | ) | (20 | ) | |||||||||||||||||||
| End of period assets | $ | 77,478 | $ | 72,780 | $ | 73,941 | $ | 69,532 | $ | 67,383 | $ | 60,707 | $ | 57,616 | $ | 50,302 | ||||||||||||||||
| Average assets during the period | $ | 75,990 | $ | 74,556 | $ | 73,621 | $ | 69,575 | $ | 64,053 | $ | 61,188 | $ | 55,705 | $ | 60,117 | ||||||||||||||||
| Average advisory fee during the period | 0.40 | % | 0.41 | % | 0.40 | % | 0.41 | % | 0.40 | % | 0.41 | % | 0.41 | % | 0.42 | % | ||||||||||||||||
| Number of ETPs – end of the period | 329 | 322 | 318 | 313 | 309 | 305 | 311 | 331 | ||||||||||||||||||||||||
| U.S. LISTED ETFs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 44,742 | $ | 45,129 | $ | 42,163 | $ | 38,517 | $ | 33,310 | $ | 31,362 | $ | 28,920 | $ | 40,600 | ||||||||||||||||
| Inflows/(outflows) | 1,865 | 612 | 1,130 | 1,343 | 919 | 575 | (1,474 | ) | (1,273 | ) | ||||||||||||||||||||||
| Market appreciation/(depreciation) | 1,618 | (999 | ) | 1,836 | 2,303 | 4,288 | 1,373 | 4,030 | (10,397 | ) | ||||||||||||||||||||||
| Fund closures | (15 | ) | — | — | — | — | — | (114 | ) | (10 | ) | |||||||||||||||||||||
| End of period assets | $ | 48,210 | $ | 44,742 | $ | 45,129 | $ | 42,163 | $ | 38,517 | $ | 33,310 | $ | 31,362 | $ | 28,920 | ||||||||||||||||
| Average assets during the period | $ | 46,943 | $ | 45,509 | $ | 44,183 | $ | 40,706 | $ | 35,926 | $ | 33,003 | $ | 30,652 | $ | 36,950 | ||||||||||||||||
| Number of ETFs – end of the period | 75 | 73 | 73 | 68 | 67 | 67 | 67 | 77 | ||||||||||||||||||||||||
| INTERNATIONAL LISTED ETPs (in millions) | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 28,038 | $ | 28,812 | $ | 27,369 | $ | 28,866 | $ | 27,397 | $ | 26,254 | $ | 21,382 | $ | 22,932 | ||||||||||||||||
| Assets sold | — | — | — | — | — | — | — | (778 | ) | |||||||||||||||||||||||
| Inflows/(outflows) | 37 | (64 | ) | (199 | ) | (64 | ) | (38 | ) | (1,060 | ) | 1,603 | 726 | |||||||||||||||||||
| Market appreciation/(depreciation) | 1,193 | (710 | ) | 1,646 | (1,433 | ) | 1,507 | 2,249 | 3,451 | (1,488 | ) | |||||||||||||||||||||
| Fund closures | — | — | (4 | ) | — | — | (46 | ) | (182 | ) | (10 | ) | ||||||||||||||||||||
| End of period assets | $ | 29,268 | $ | 28,038 | $ | 28,812 | $ | 27,369 | $ | 28,866 | $ | 27,397 | $ | 26,254 | $ | 21,382 | ||||||||||||||||
| Average assets during the period | $ | 29,047 | $ | 29,047 | $ | 29,438 | $ | 28,869 | $ | 28,127 | $ | 28,185 | $ | 25,053 | $ | 23,167 | ||||||||||||||||
| Number of ETPs – end of the period | 254 | 249 | 245 | 245 | 242 | 238 | 244 | 254 | ||||||||||||||||||||||||
| PRODUCT CATEGORIES | ||||||||||||||||||||||||||||||||
| Commodity & Currency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 23,826 | $ | 24,772 | $ | 23,657 | $ | 25,880 | $ | 25,177 | $ | 24,246 | $ | 19,819 | $ | 20,073 | ||||||||||||||||
| Inflows/(outflows) | (251 | ) | (249 | ) | (318 | ) | (660 | ) | (296 | ) | (1,112 | ) | 1,302 | 577 | ||||||||||||||||||
| Market appreciation/(depreciation) | 1,023 | (697 | ) | 1,433 | (1,563 | ) | 999 | 2,043 | 3,125 | (831 | ) | |||||||||||||||||||||
| End of period assets | $ | 24,598 | $ | 23,826 | $ | 24,772 | $ | 23,657 | $ | 25,880 | $ | 25,177 | $ | 24,246 | $ | 19,819 | ||||||||||||||||
| Average assets during the period | $ | 24,422 | $ | 24,853 | $ | 25,549 | $ | 25,289 | $ | 25,596 | $ | 25,938 | $ | 23,016 | $ | 20,399 | ||||||||||||||||
| U.S. Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 21,383 | $ | 21,285 | $ | 20,018 | $ | 18,367 | $ | 15,612 | $ | 13,997 | $ | 12,151 | $ | 17,732 | ||||||||||||||||
| Inflows/(outflows) | 783 | 351 | 190 | 218 | 395 | 897 | (242 | ) | (285 | ) | ||||||||||||||||||||||
| Market appreciation/(depreciation) | 1,694 | (253 | ) | 1,077 | 1,433 | 2,360 | 718 | 2,088 | (5,296 | ) | ||||||||||||||||||||||
| End of period assets | $ | 23,860 | $ | 21,383 | $ | 21,285 | $ | 20,018 | $ | 18,367 | $ | 15,612 | $ | 13,997 | $ | 12,151 | ||||||||||||||||
| Average assets during the period | $ | 22,963 | $ | 21,794 | $ | 20,982 | $ | 19,320 | $ | 17,070 | $ | 15,160 | $ | 13,325 | $ | 16,018 | ||||||||||||||||
| International Developed Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 11,178 | $ | 10,790 | $ | 9,988 | $ | 9,406 | $ | 8,618 | $ | 8,841 | $ | 8,663 | $ | 13,018 | ||||||||||||||||
| Inflows/(outflows) | 440 | 404 | 399 | 17 | (191 | ) | (586 | ) | (965 | ) | (1,101 | ) | ||||||||||||||||||||
| Market appreciation/(depreciation) | 276 | (16 | ) | 403 | 565 | 979 | 363 | 1,143 | (3,254 | ) | ||||||||||||||||||||||
| End of period assets | $ | 11,894 | $ | 11,178 | $ | 10,790 | $ | 9,988 | $ | 9,406 | $ | 8,618 | $ | 8,841 | $ | 8,663 | ||||||||||||||||
| Average assets during the period | $ | 11,523 | $ | 11,144 | $ | 10,524 | $ | 9,790 | $ | 8,927 | $ | 8,833 | $ | 8,784 | $ | 11,457 | ||||||||||||||||
| Emerging Market Equity | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 10,666 | $ | 11,519 | $ | 10,477 | $ | 8,539 | $ | 5,979 | $ | 5,413 | $ | 4,600 | $ | 6,400 | ||||||||||||||||
| Inflows/(outflows) | (3 | ) | (149 | ) | 531 | 1,662 | 1,399 | 257 | (25 | ) | 69 | |||||||||||||||||||||
| Market appreciation/(depreciation) | (288 | ) | (704 | ) | 511 | 276 | 1,161 | 309 | 838 | (1,869 | ) | |||||||||||||||||||||
| End of period assets | $ | 10,375 | $ | 10,666 | $ | 11,519 | $ | 10,477 | $ | 8,539 | $ | 5,979 | $ | 5,413 | $ | 4,600 | ||||||||||||||||
| Average assets during the period | $ | 10,550 | $ | 11,038 | $ | 11,012 | $ | 9,875 | $ | 7,250 | $ | 5,917 | $ | 5,131 | $ | 5,919 |
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| Q4/21 | Q3/21 | Q2/21 | Q1/21 | Q4/20 | Q3/20 | Q2/20 | Q1/20 | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fixed Income | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 3,529 | $ | 3,440 | $ | 3,245 | $ | 3,308 | $ | 3,605 | $ | 3,507 | $ | 3,505 | $ | 3,565 | ||||||||||||||||
| Inflows/(outflows) | 838 | 115 | 168 | 10 | (320 | ) | 76 | (53 | ) | 16 | ||||||||||||||||||||||
| Market appreciation/(depreciation) | (11 | ) | (26 | ) | 27 | (73 | ) | 23 | 22 | 55 | (76 | ) | ||||||||||||||||||||
| End of period assets | $ | 4,356 | $ | 3,529 | $ | 3,440 | $ | 3,245 | $ | 3,308 | $ | 3,605 | $ | 3,507 | $ | 3,505 | ||||||||||||||||
| Average assets during the period | $ | 4,118 | $ | 3,502 | $ | 3,337 | $ | 3,236 | $ | 3,449 | $ | 3,581 | $ | 3,500 | $ | 3,630 | ||||||||||||||||
| Leveraged & Inverse | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 1,666 | $ | 1,693 | $ | 1,521 | $ | 1,477 | $ | 1,423 | $ | 1,344 | $ | 890 | $ | 1,133 | ||||||||||||||||
| Inflows/(outflows) | 11 | 42 | (2 | ) | (5 | ) | (125 | ) | (10 | ) | 302 | 82 | ||||||||||||||||||||
| Market appreciation/(depreciation) | 100 | (69 | ) | 174 | 49 | 179 | 89 | 152 | (325 | ) | ||||||||||||||||||||||
| End of period assets | $ | 1,777 | $ | 1,666 | $ | 1,693 | $ | 1,521 | $ | 1,477 | $ | 1,423 | $ | 1,344 | $ | 890 | ||||||||||||||||
| Average assets during the period | $ | 1,764 | $ | 1,717 | $ | 1,666 | $ | 1,556 | $ | 1,429 | $ | 1,476 | $ | 1,161 | $ | 1,140 | ||||||||||||||||
| Cryptocurrency | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 295 | $ | 229 | $ | 377 | $ | 167 | $ | 33 | $ | 15 | $ | 5 | $ | 1 | ||||||||||||||||
| Inflows/(outflows) | 28 | 12 | 8 | 36 | 48 | 15 | 8 | 5 | ||||||||||||||||||||||||
| Market appreciation/(depreciation) | 34 | 54 | (156 | ) | 174 | 86 | 3 | 2 | (1 | ) | ||||||||||||||||||||||
| End of period assets | $ | 357 | $ | 295 | $ | 229 | $ | 377 | $ | 167 | $ | 33 | $ | 15 | $ | 5 | ||||||||||||||||
| Average assets during the period | $ | 406 | $ | 277 | $ | 300 | $ | 264 | $ | 79 | $ | 27 | $ | 11 | $ | 2 | ||||||||||||||||
| Alternatives | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 222 | $ | 198 | $ | 227 | $ | 215 | $ | 229 | $ | 225 | $ | 244 | $ | 358 | ||||||||||||||||
| Inflows/(outflows) | 56 | 22 | (39 | ) | — | (26 | ) | (4 | ) | (29 | ) | (66 | ) | |||||||||||||||||||
| Market appreciation/(depreciation) | (17 | ) | 2 | 10 | 12 | 12 | 8 | 10 | (48 | ) | ||||||||||||||||||||||
| End of period assets | $ | 261 | $ | 222 | $ | 198 | $ | 227 | $ | 215 | $ | 229 | $ | 225 | $ | 244 | ||||||||||||||||
| Average assets during the period | $ | 229 | $ | 214 | $ | 231 | $ | 223 | $ | 224 | $ | 226 | $ | 226 | $ | 328 | ||||||||||||||||
| Closed ETPs | ||||||||||||||||||||||||||||||||
| Beginning of period assets | $ | 15 | $ | 15 | $ | 22 | $ | 24 | $ | 31 | $ | 28 | $ | 425 | $ | 1,252 | ||||||||||||||||
| Assets sold | — | — | — | — | — | — | — | (778 | ) | |||||||||||||||||||||||
| Inflows/(outflows) | — | — | (6 | ) | 1 | (3 | ) | (18 | ) | (169 | ) | 156 | ||||||||||||||||||||
| Market appreciation/(depreciation) | — | — | 3 | (3 | ) | (4 | ) | 67 | 68 | (185 | ) | |||||||||||||||||||||
| Fund closures | (15 | ) | — | (4 | ) | — | — | (46 | ) | (296 | ) | (20 | ) | |||||||||||||||||||
| End of period assets | $ | — | $ | 15 | $ | 15 | $ | 22 | $ | 24 | $ | 31 | $ | 28 | $ | 425 | ||||||||||||||||
| Average assets during the period | $ | 15 | $ | 17 | $ | 20 | $ | 22 | $ | 29 | $ | 30 | $ | 551 | $ | 1,224 | ||||||||||||||||
| Headcount | 241 | 235 | 227 | 227 | 217 | 211 | 214 | 210 |
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
Non-GAAP
Financial Measurements
In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain
non-GAAP
information which we believe provides useful and meaningful information. Our management reviews these
non-GAAP
financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these
non-GAAP
measurements so as to share this perspective of management.
Non-GAAP
measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These
non-GAAP
financial measurements should be considered in the context with our GAAP results. The
non-GAAP
financial measurements contained in this Report include:
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Adjusted net income and diluted earnings per share. We disclose adjusted net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business. We believe presenting these non-GAAP financial measures provides investors with a consistent way to analyze our performance. These non-GAAP financial measures exclude the following: |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Unrealized gains or losses on the revaluation of deferred consideration: Deferred consideration is an obligation we assumed in connection with the ETFS Acquisition that is carried at fair value. This item represents the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations may have |
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Table of Contents
| Column 1 | Column 2 |
|---|---|
| a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item when arriving at adjusted net income and diluted earnings per share as it is not core to our operating business. The item is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Gains or losses on securities owned: We account for our securities owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. In the third quarter of 2021, we began excluding these items when calculating our non-GAAP financial measurements as these securities have become a more meaningful percentage of total assets and the gains and losses introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Tax shortfalls and windfalls upon vesting and exercise of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting and exercise of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when determining adjusted net income and diluted earnings per share as they introduce volatility in earnings and are not core to our operating business. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Other items: Unrealized gains recognized on our investment in Securrency, impairment charges, interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the Convertible Notes (prior to January 1, 2021, the effective date of Accounting Standards Update 2020-06, Debt – Debt with Conversion and Other Options, Cash Conversion), a loss on extinguishment of debt, the release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from our debt previously outstanding in the U.K., a gain arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine, a gain recognized upon the sale of our Canadian ETF business (including the remeasurement of contingent consideration), acquisition and disposition-related costs and severance expenses are excluded when calculating our non-GAAP financial measurements. |
| Years Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec. 31, | Dec. 31, | Dec. 31, | ||||||||||
| Adjusted Net Income and Diluted Earnings per Share: | 2021 | 2020 | 2019 | |||||||||
| Net income/(loss), as reported | $ | 49,797 | $ | (35,655 | ) | $ | (10,425 | ) | ||||
| (Deduct)/add back: (Gain)/loss on revaluation of deferred consideration | (2,018 | ) | 56,821 | 11,293 | ||||||||
| Add back: Impairments, net of income taxes | 12,247 | 21,998 | 30,710 | |||||||||
| Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration | (787 | ) | (2,877 | ) | — | |||||||
| Add back: Unrealized loss on securities owned, at fair value, net of income taxes | 2,507 | — | — | |||||||||
| Deduct: Unrealized gain recognized on investment in Securrency, net of income taxes | (284 | ) | — | — | ||||||||
| Add back/(deduct): Tax (windfalls)/shortfalls upon vesting and exercise of stock-based compensation awards | (110 | ) | 691 | 1,219 | ||||||||
| Deduct: Release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from debt previously outstanding in the U.K. | — | (2,615 | ) | — | ||||||||
| Add back: Loss on extinguishment of debt, net of income taxes | — | 1,910 | ||||||||||
| Deduct: Gain arising from an adjustment to the estimated fair value of consideration received from the exit of investment in AdvisorEngine | — | (1,093 | ) | — | ||||||||
| Add back: Interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the Convertible Notes, net of income taxes | — | 642 | — | |||||||||
| Add back: Acquisition and disposition-related costs, net of income taxes | — | 383 | 787 | |||||||||
| Add back: Severance expense, net of income taxes | — | — | 2,715 | |||||||||
| Adjusted net income | $ | 61,352 | $ | 40,205 | $ | 36,299 | ||||||
| Deduct: Income distributed to participating securities | (2,168 | ) | (2,216 | ) | (2,163 | ) | ||||||
| Deduct: Undistributed income allocable to participating securities | (4,630 | ) | (2,214 | ) | (1,679 | ) | ||||||
| Adjusted net income available to common stockholders | $ | 54,554 | $ | 35,775 | $ | 32,457 | ||||||
| Weighted average diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements) | 145,055 | 148,688 | 151,975 | |||||||||
| Adjusted earnings per share - diluted | $ | 0.38 | $ | 0.24 | $ | 0.21 |
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Table of Contents
Liquidity and Capital Resources
The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:
| December 31, 2021 | December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance Sheet Data (in thousands): | ||||||||
| Cash and cash equivalents | $ | 140,709 | $ | 73,425 | ||||
| Securities owned, at fair value | 127,166 | 34,895 | ||||||
| Accounts receivable | 31,864 | 29,455 | ||||||
| Securities held-to-maturity | 308 | 451 | ||||||
| Total: Liquid assets | 300,047 | 138,226 | ||||||
| Less: Total current liabilities | (83,667 | ) | (73,999 | ) | ||||
| Less: Regulatory capital requirement – certain international subsidiaries | (12,320 | ) | (10,745 | ) | ||||
| Total: Available liquidity | $ | 204,060 | $ | 53,482 |
| Year Ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2019 | ||||||||||
| Cash Flow Data (in thousands): | ||||||||||||
| Operating cash flows | $ | 75,318 | $ | 47,136 | $ | 57,488 | ||||||
| Investing cash flows | (99,632 | ) | 10,641 | (17,661 | ) | |||||||
| Financing cash flows | 92,553 | (60,179 | ) | (43,566 | ) | |||||||
| Foreign exchange rate effect | (955 | ) | 855 | 927 | ||||||||
| Increase/(decrease) in cash and cash equivalents | $ | 67,284 | $ | (1,547 | ) | $ | (2,812 | ) |
Liquidity
We consider our available liquidity to be our liquid assets, less our current liabilities and regulatory capital requirements of certain international subsidiaries. Liquid assets consist of cash and cash equivalents, securities owned, at fair value, accounts receivable and securities
held-to-maturity.
Our securities owned, at fair value are highly liquid investments. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation for employees.
Cash and cash equivalents increased $67.3 million during the year ended December 31, 2021 due to $150.0 million of proceeds from the issuance of Convertible Notes, $75.3 million of net cash provided by operating activities, $19.4 million of proceeds from the sale of securities owned, at fair value and $2.4 million of proceeds from the receipt of contingent consideration from the sale of our Canadian ETF business. These increases were partly offset by $115.5 million used to purchase securities owned, at fair value, $34.5 million used to repurchase our common stock, $19.5 million used to pay dividends on our common stock, $5.8 million used to purchase investments, $4.3 million used to pay Convertible Notes issuance costs and $0.2 million from other activities.
Cash and cash equivalents decreased $1.5 million during the year ended December 31, 2020 due to $179.0 million used to repay our debt, $36.4 million used to purchase securities owned, at fair value, $31.2 million used to repurchase our common stock, $20.1 million used to pay dividends on our common stock and $5.4 million used to pay Convertible Notes issuance costs. These decreases were partly offset by $175.3 million of proceeds from the issuance of Convertible Notes, $47.1 million of net cash provided by operating activities, $18.7 million of proceeds from the sale of securities owned, at fair value, $16.5 million of proceeds from
held-to-maturity
securities maturing or called prior to maturity, $9.6 million of proceeds from the sale of our financial interests in AdvisorEngine, $2.8 million of net proceeds from the sale of our Canadian ETF business and $0.6 million from other activities.
Cash and cash equivalents decreased $2.8 million during the year ended December 31, 2019 due to $22.5 million used to purchase securities owned, at fair value, $21.0 million used to partially repay our debt, $20.4 million used to pay dividends on our common stock, $8.1 million used to purchase investments, $2.3 million used to repurchase our common stock and $2.1 million used to fund notes receivable. These decreases were partly offset by net cash provided by operating activities of $57.5 million, $11.9 million of proceeds from the sale of securities owned, at fair value, $3.2 million from
held-to-maturity
securities called or maturing during the period and $1.0 million from other activities.
60
Table of Contents
Issuance of Convertible Notes
On June 14, 2021, we issued and sold $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between us and U.S. Bank National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).
On June 16, 2020, we issued and sold $150.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On August 13, 2020, we issued and sold $25.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, which constitute a further issuance of, and form a single series with, our June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).
After the issuance of the 2021 Notes (and together with the 2020 Notes, the “Convertible Notes”), we had $325.0 million aggregate principal amount of Convertible Notes outstanding.
Key terms of the Convertible Notes are as follows:
| 2021 Notes | 2020 Notes | |||
|---|---|---|---|---|
| Maturity date (unless earlier converted, repurchased or redeemed) | June 15, 2026 | June 15, 2023 | ||
| Interest rate | 3.25% | 4.25% | ||
| Conversion price | $11.04 | $5.92 | ||
| Conversion rate | 90.5797 | 168.9189 | ||
| Redemption price | $14.35 | $7.70 |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Interest rate: Payable semiannually in arrears on June 15 and December 15 of each year. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion price: Convertible at an initial conversion rate of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above). |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of its common stock. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Redemption price: We may redeem for cash all or any portion of the notes, at our option, on or after June 20, 2026 and June 20, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, and on or prior to the 55th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
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| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 144.9275 shares and 270.2702 shares of our common stock per $1,000 principal amount of the 2021 Notes and 2020 Notes, respectively (the equivalent of 69,036,410 shares of our common stock), subject to adjustment. |
| Column 1 | Column 2 | Column 3 | Column 4 |
|---|---|---|---|
| • | Seniority and Security: The 2021 Notes and 2020 Notes rank equal in right of payment, and are our senior unsecured obligations, but are subordinated in right of payment to our obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting Convertible Preferred Stock (See Note 12 to our Consolidated Financial Statements). |
The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes outstanding may declare the entire principal amount of all the Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain a significant cash position. However, certain of our international subsidiaries are required to maintain a minimum level of regulatory capital, which at December 31, 2021 was approximately $12.3 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset future equity grants made under our equity plans.
During the year ended December 31, 2021, we repurchased 5,120,496 shares of our common stock under the repurchase program for an aggregate cost of 34.5 million. Currently, $17.7 million remains under this program for future purchases.
Contractual Obligations
Convertible Notes
At December 31, 2021, we had $325.0 million aggregate principal amount of Convertible Notes outstanding, of which $175.0 million are scheduled to mature on June 15, 2023 and $150.0 million are scheduled to mature on June 15, 2026, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement of the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of its common stock. We currently anticipate refinancing these obligations when due.
See the section titled “Issuance of Convertible Notes” above for additional information.
Deferred Consideration – Gold Payments
Deferred consideration represents an obligation we assumed in April 2018 in connection with our acquisition of the European exchange-traded commodity, currency and leveraged and inverse business of ETFS Capital. The obligation is for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold continuing into perpetuity (“Contractual Gold Payments”). The present value of the deferred consideration was $228.0 million at December 31, 2021.
The Contractual Gold Payments are paid from advisory fee income generated by any of our sponsored financial products backed by physical gold with no recourse back to us for any unpaid amounts that exceed advisory fees earned.
See Note 10 to our Consolidated Financial Statements for additional information.
Operating Leases
Total future minimum lease payments with respect to our operating lease liabilities were $0.6 million at December 31, 2021.
Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments.
See Note 14 to our Consolidated Financial Statements for additional information.
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Off-Balance
Sheet Arrangements
We do not have any
off-balance
sheet financing or other arrangements and have neither created nor are party to any special-purpose or
off-balance
sheet entities for the purpose of raising capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at the time of a triggering event requiring
re-evaluation,
if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. Business and European Business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics
Goodwill is assessed for impairment annually on November 30
th
. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for our intangible assets is November 30
th
. The results of our analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates ranging from 3% to 4% (3% weighted average) and a weighted average cost of capital of 9.0%.
Investments
We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within ASU
2016-01,
Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities
, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. See Note 8 to our Consolidated Financial Statements for information regarding a gain of $0.4 million recognized on our investment in Securrency during the year ended December 31, 2021.
Deferred Consideration – Gold Payments
Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. The weighted average forward-looking gold price per ounce, discount rate and perpetual growth rate were $2,106, 9.0% and 1.0%, respectively, at December 31, 2021. Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration – gold payments on our Consolidated Statements of Operations.
During the year ended December 31, 2021, we reported a gain on deferred consideration – gold payments of $2.0 million. A 1.0% increase in the weighted average forward-looking gold price per ounce would have reduced this reported gain by $1.8 million, a 1 percentage point increase in the discount rate would have increased this reported gain by $23.1 million and a 1 percentage point increase in the perpetual growth rate would have reduced this reported gain by $20.1 million. See Note 10 to our Consolidated Financial Statements for additional information.
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Revenue Recognition
We earn substantially all of our revenue in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
Recently Adopted Accounting Pronouncements
On January 1, 2021, we early adopted ASU
2020-06,
Debt – Debt with Conversion and Other Options
(ASU
2020-06)
under the modified retrospective approach. Under the ASU, the accounting for convertible instruments was simplified by removing major separation models required under current GAAP. Accordingly, more convertible instruments are reported as a single liability or equity with no separate accounting for embedded conversion features. Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception are removed and, as a result, more equity contracts will qualify for the scope exception. The ASU also simplifies the diluted
earnings-per-share
calculation in certain areas. Upon the adoption of this ASU, we reclassified the equity component related to the Convertible Notes, net of deferred taxes, reducing accumulated deficit by $0.6 million, increasing the carrying value of the Convertible Notes by $4.1 million, reducing additional
paid-in
capital by $3.7 million and reducing deferred tax liabilities by $1.0 million. These updates also reduced interest expense recognized on our Convertible Notes by approximately $0.4 million per quarter. See Note 12 to our Consolidated Financial Statements for additional information.
On January 1, 2021, we adopted ASU
2019-12,
Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes
(ASU
2019-12).
The main objective of the standard is to reduce complexity in the accounting for income taxes by removing the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income); (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a
year-to-date
loss exceeds the anticipated loss for the year. The standard also simplifies the accounting for income taxes by enacting the following: (a) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount as a
non-income-based
tax; (b) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered as a separate transaction; (c) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements; and (d) requiring that an entity reflect the enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. We have determined that the adoption of this standard did not have a material impact on our financial statements.