Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Information [Line Items] | ||
Entity Registrant Name | WisdomTree, Inc. | |
Entity Central Index Key | 0000880631 | |
Entity File Number | 001-10932 | |
Entity Tax Identification Number | 13-3487784 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 250 West 34th Street | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10119 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 212 | |
Local Phone Number | 801-2080 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 150,335,358 | |
Common Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | WT | |
Security Exchange Name | NYSE | |
Preferred Stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents (Note 3) | $ 89,481 | $ 132,101 |
Financial instruments owned, at fair value (including $54,259 and $25,283 invested in WisdomTree products at September 30, 2023 and December 31, 2022, respectively) (Note 5) | 78,950 | 126,239 |
Accounts receivable (including $32,315 and $24,139 due from related parties at September 30, 2023 and December 31, 2022, respectively) | 35,868 | 30,549 |
Prepaid expenses | 6,511 | 4,684 |
Other current assets | 1,004 | 390 |
Total current assets | 211,814 | 293,963 |
Fixed assets, net | 457 | 544 |
Indemnification receivable (Note 20) | 1,353 | |
Securities held-to-maturity | 237 | 259 |
Deferred tax assets, net (Note 20) | 9,508 | 10,536 |
Investments (Note 7) | 36,873 | 35,721 |
Right of use assets—operating leases (Note 12) | 866 | 1,449 |
Goodwill (Note 22) | 86,841 | 85,856 |
Intangible assets, net (Note 22) | 604,781 | 603,567 |
Other noncurrent assets | 447 | 571 |
Total assets | 951,824 | 1,033,819 |
Current liabilities: | ||
Fund management and administration payable | 27,655 | 36,521 |
Compensation and benefits payable | 27,792 | 24,121 |
Income taxes payable | 4,365 | 1,599 |
Operating lease liabilities (Note 12) | 889 | 1,125 |
Convertible notes—current (Note 10) | 59,197 | |
Deferred consideration—gold payments (Note 9) | 16,796 | |
Accounts payable and other liabilities | 14,660 | 9,075 |
Total current liabilities | 75,361 | 148,434 |
Convertible notes (Note 10) | 274,514 | 262,019 |
Deferred consideration—gold payments (Note 9) | 183,494 | |
Operating lease liabilities (Note 12) | 339 | |
Other noncurrent liabilities (Note 20) | 1,353 | |
Total liabilities | 349,875 | 595,639 |
Preferred stock | 132,569 | 132,569 |
Contingencies (Note 13) | ||
Stockholders’ equity | ||
Preferred stock | ||
Common stock, par value $0.01; 400,000 shares authorized; issued and outstanding: 150,335 and 146,517 at September 30, 2023 and December 31, 2022, respectively | 1,503 | 1,465 |
Additional paid-in capital | 387,507 | 291,847 |
Accumulated other comprehensive loss | (1,637) | (1,420) |
Retained earnings | 82,007 | 13,719 |
Total stockholders’ equity | 469,380 | 305,611 |
Total liabilities and stockholders’ equity | 951,824 | 1,033,819 |
Series C Non-Voting Convertible | ||
Stockholders’ equity | ||
Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 150,335,000 | 146,517,000 |
Common stock, shares outstanding | 150,335,000 | 146,517,000 |
Series A Non-Voting Convertible | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 14,750 | 14,750 |
Preferred stock, shares issued | 14,750 | 14,750 |
Preferred stock, shares outstanding | 14,750 | 14,750 |
Preferred Stock Redemption Value (in Dollars) | $ 105,090 | $ 77,969 |
Series C Non-Voting Convertible | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 13,087 | 13,087 |
Preferred stock, shares issued | 13,087 | 13,087 |
Preferred stock shares outstanding | 13,087 | 13,087 |
Related Party | ||
Accounts receivable from related parties (in Dollars) | $ 32,315 | $ 24,139 |
WisdomTree ETF | ||
Securities owned, at fair value (in Dollars) | $ 54,259 | $ 25,283 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Revenues: | ||||
Revenues | $ 90,423 | $ 72,414 | $ 258,191 | $ 228,035 |
Operating Expenses: | ||||
Compensation and benefits | 27,955 | 23,714 | 81,672 | 73,066 |
Fund management and administration | 18,023 | 16,285 | 52,903 | 47,855 |
Marketing and advertising | 3,833 | 3,145 | 12,305 | 11,062 |
Sales and business development | 3,383 | 2,724 | 9,703 | 8,464 |
Contractual gold payments (Note 9) | 4,105 | 6,069 | 13,001 | |
Professional fees | 3,719 | 2,367 | 15,768 | 11,134 |
Occupancy, communications and equipment | 1,203 | 986 | 3,476 | 2,788 |
Depreciation and amortization | 307 | 58 | 537 | 158 |
Third-party distribution fees | 2,694 | 1,833 | 6,828 | 5,863 |
Other | 2,601 | 2,324 | 7,473 | 6,278 |
Total operating expenses | 63,718 | 57,541 | 196,734 | 179,669 |
Operating income | 26,705 | 14,873 | 61,457 | 48,366 |
Other Income/(Expenses): | ||||
Interest expense | (3,461) | (3,734) | (11,484) | (11,199) |
Gain on revaluation/termination of deferred consideration—gold payments (Note 9) | 77,895 | 61,953 | 63,188 | |
Interest income | 791 | 811 | 2,874 | 2,375 |
Impairments (Note 7) | (2,703) | (7,603) | ||
Loss on extinguishment of convertible notes (Note 10) | (9,721) | |||
Other losses, net | (2,512) | (5,289) | (3,233) | (34,470) |
Income before income taxes | 18,820 | 84,556 | 94,243 | 68,260 |
Income tax expense/(benefit) | 5,836 | 3,327 | 10,774 | (10,713) |
Net income | $ 12,984 | $ 81,229 | $ 83,469 | $ 78,973 |
Earnings per share—basic (in Dollars per share) | $ 0.07 | $ 0.5 | $ 0.5 | $ 0.49 |
Earnings per share—diluted (in Dollars per share) | $ 0.07 | $ 0.5 | $ 0.49 | $ 0.49 |
Weighted-average common shares—basic (in Shares) | 145,284 | 143,120 | 144,505 | 142,984 |
Weighted-average common shares—diluted (in Shares) | 177,140 | 158,953 | 169,997 | 158,741 |
Cash dividends declared per common share (in Dollars per share) | $ 0.03 | $ 0.03 | $ 0.09 | $ 0.09 |
Advisory fees | ||||
Operating Revenues: | ||||
Revenues | $ 86,598 | $ 70,616 | $ 246,239 | $ 222,719 |
Other income | ||||
Operating Revenues: | ||||
Revenues | $ 3,825 | $ 1,798 | $ 11,952 | $ 5,316 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 12,984 | $ 81,229 | $ 83,469 | $ 78,973 |
Foreign currency translation adjustment, net of income taxes | (944) | (3,684) | (217) | (5,891) |
Other comprehensive loss | (944) | (3,684) | (217) | (5,891) |
Comprehensive income | $ 12,040 | $ 77,545 | $ 83,252 | $ 73,082 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Series C Preferred Stock Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
Balance at Dec. 31, 2021 | $ 1,451 | $ 289,736 | $ 682 | $ (22,445) | $ 269,424 | |
Balance (in Shares) at Dec. 31, 2021 | 145,107,000 | |||||
Shares repurchased | $ (6) | (3,412) | (3,418) | |||
Shares repurchased (in Shares) | (593,000) | |||||
Restricted stock issued and vesting of restricted stock units, net | $ 20 | (20) | ||||
Restricted stock issued and vesting of restricted stock units, net (in Shares) | 2,006,000 | |||||
Stock-based compensation | 7,822 | 7,822 | ||||
Other comprehensive loss | (5,891) | (5,891) | ||||
Dividends | (4,842) | (9,679) | (14,521) | |||
Net income | 78,973 | 78,973 | ||||
Balance at Sep. 30, 2022 | $ 1,465 | 289,284 | (5,209) | 46,849 | 332,389 | |
Balance (in Shares) at Sep. 30, 2022 | 146,520,000 | |||||
Balance at Jun. 30, 2022 | $ 1,465 | 286,854 | (1,525) | (29,538) | 257,256 | |
Balance (in Shares) at Jun. 30, 2022 | 146,511,000 | |||||
Shares repurchased | (24) | (24) | ||||
Shares repurchased (in Shares) | (4,000) | |||||
Restricted stock issued and vesting of restricted stock units, net | ||||||
Restricted stock issued and vesting of restricted stock units, net (in Shares) | 13,000 | |||||
Stock-based compensation | 2,454 | 2,454 | ||||
Other comprehensive loss | (3,684) | (3,684) | ||||
Dividends | (4,842) | (4,842) | ||||
Net income | 81,229 | 81,229 | ||||
Balance at Sep. 30, 2022 | $ 1,465 | 289,284 | (5,209) | 46,849 | 332,389 | |
Balance (in Shares) at Sep. 30, 2022 | 146,520,000 | |||||
Balance at Dec. 31, 2022 | $ 1,465 | 291,847 | (1,420) | 13,719 | 305,611 | |
Balance (in Shares) at Dec. 31, 2022 | 146,517,000 | |||||
Shares repurchased | $ (6) | (3,564) | (3,570) | |||
Shares repurchased (in Shares) | (636,000) | |||||
Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) | 86,801 | 86,801 | ||||
Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) (in Shares) | 13,000 | |||||
Restricted stock issued and vesting of restricted stock units, net | $ 34 | (34) | ||||
Restricted stock issued and vesting of restricted stock units, net (in Shares) | 3,417,000 | |||||
Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 11) | $ 10 | 35 | 45 | |||
Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 11) (in Shares) | 1,037,000 | |||||
Stock-based compensation | 12,422 | 12,422 | ||||
Other comprehensive loss | (217) | (217) | ||||
Dividends | (15,181) | (15,181) | ||||
Net income | 83,469 | 83,469 | ||||
Balance at Sep. 30, 2023 | $ 1,503 | 387,507 | (1,637) | 82,007 | 469,380 | |
Balance (in Shares) at Sep. 30, 2023 | 13,000 | 150,335,000 | ||||
Balance at Jun. 30, 2023 | $ 1,503 | 383,621 | (693) | 74,356 | 458,787 | |
Balance (in Shares) at Jun. 30, 2023 | 13,000 | 150,343,000 | ||||
Shares repurchased | (30) | (30) | ||||
Shares repurchased (in Shares) | (5,000) | |||||
Restricted stock issued and vesting of restricted stock units, net | ||||||
Restricted stock issued and vesting of restricted stock units, net (in Shares) | (3,000) | |||||
Stock-based compensation | 3,916 | 3,916 | ||||
Other comprehensive loss | (944) | (944) | ||||
Dividends | (5,333) | (5,333) | ||||
Net income | 12,984 | 12,984 | ||||
Balance at Sep. 30, 2023 | $ 1,503 | $ 387,507 | $ (1,637) | $ 82,007 | $ 469,380 | |
Balance (in Shares) at Sep. 30, 2023 | 13,000 | 150,335,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 83,469 | $ 78,973 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Gain on revaluation/termination of deferred consideration—gold payments | (61,953) | (63,188) |
Advisory and license fees paid in gold, other precious metals and cryptocurrency | (37,632) | (44,886) |
Stock-based compensation | 12,422 | 7,822 |
Loss on extinguishment of convertible notes | 9,721 | |
Impairments | 7,603 | |
Contractual gold payments | 6,069 | 13,001 |
Amortization of issuance costs—convertible notes | 1,443 | 1,941 |
Deferred income taxes | 1,282 | 2,233 |
Losses on investments | 1,245 | |
Losses on financial instruments owned, at fair value | 1,006 | 15,633 |
Amortization of right of use asset | 963 | 648 |
Depreciation and amortization | 537 | 158 |
Other | (223) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,346) | 4,076 |
Prepaid expenses | (1,826) | (2,356) |
Gold and other precious metals | 30,629 | 33,598 |
Other assets | 356 | (503) |
Intangibles—software development | (1,569) | (1,958) |
Fund management and administration payable | 3,577 | 1,369 |
Compensation and benefits payable | (8,786) | (4,990) |
Income taxes payable | 2,802 | (1,822) |
Operating lease liabilities | (955) | (644) |
Accounts payable and other liabilities | 5,293 | 4,231 |
Net cash provided by operating activities | 48,350 | 43,113 |
Cash flows from investing activities: | ||
Purchase of financial instruments owned, at fair value | (56,837) | (41,240) |
Purchase of investments | (10,000) | (11,863) |
Acquisition of Securrency Transfers, Inc. (net of cash acquired) | (985) | |
Purchase of fixed assets | (93) | (211) |
Proceeds from the sale of financial instruments owned, at fair value | 102,276 | 27,650 |
Receipt of contingent consideration – Sale of Canadian ETF business | 1,477 | |
Proceeds from held-to-maturity securities maturing or called prior to maturity | 22 | 38 |
Net cash provided by/(used in) investing activities | 35,860 | (25,626) |
Cash flows from financing activities: | ||
Repurchase and maturity of convertible notes (Note 10) | (184,272) | |
Termination of deferred consideration—gold payments | (50,005) | |
Dividends paid | (14,897) | (14,521) |
Shares repurchased | (3,570) | (3,418) |
Issuance costs—Convertible notes | (3,548) | |
Issuance costs—Series C Preferred Stock | (97) | |
Proceeds from the issuance of convertible notes (Note 10) | 130,000 | |
Net cash used in financing activities | (126,389) | (17,939) |
Decrease in cash flow due to changes in foreign exchange rate | (441) | (7,557) |
Net decrease in cash and cash equivalents | (42,620) | (8,009) |
Cash and cash equivalents—beginning of year | 132,101 | 140,709 |
Cash and cash equivalents—end of period | 89,481 | 132,700 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 8,069 | 8,769 |
Cash paid for interest | $ 8,272 | $ 6,156 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Description of Business [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business WisdomTree, Inc., through its global subsidiaries (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a well-diversified suite of exchange-traded products (“ETPs”), models and solutions. Building on its heritage of innovation, the Company is also developing and has recently launched next-generation digital products and structures, including digital or blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime™. The Company has the following wholly-owned operating subsidiaries: ● WisdomTree Asset Management, Inc. ● WisdomTree Management Jersey Limited ● WisdomTree Multi Asset Management Limited ● WisdomTree Management Limited ● WisdomTree UK Limited ● WisdomTree Europe Limited ● WisdomTree Ireland Limited ● WisdomTree Digital Commodity Services, LLC ● WisdomTree Digital Management, Inc. ● WisdomTree Digital Movement, Inc ● WisdomTree Securities, Inc ● WisdomTree Transfers, Inc. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur. Segment and Geographic Information The Company, through its subsidiaries in the U.S. and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources and other factors. Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive loss. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. Revenue Recognition The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes 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 the Company has a right to invoice. Contractual Gold Payments Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (Note 9). The Company’s obligation to continue making these payments terminated on May 10, 2023. Marketing and Advertising Marketing and advertising costs, including media advertising and production costs, are expensed when incurred. Depreciation and Amortization Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 3 to 5 years Internally-developed software 3 years The assets listed above are recorded at cost less accumulated depreciation and amortization. Stock-Based Awards Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur. Third-Party Distribution Fees The Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms and recognizes these expenses as incurred. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. Accounts Receivable Accounts receivable are customer and other obligations due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method. Impairment of Long-Lived Assets The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable. Financial Instruments Owned and Financial Instruments Sold, but Not yet Purchased (at Fair Value) Financial instruments owned and financial instruments sold, but not yet purchased are financial instruments classified as either trading or available-for-sale (“AFS”). These financial instruments are recorded on their trade date and are measured at fair value. All equity instruments that have readily determinable fair values are classified by the Company as trading. Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument. Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs. Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis. Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis. Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings. Impairments resulting from noncredit-related factors are recognized in other comprehensive income. Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method. Securities Held-to-Maturity The Company accounts for certain of its securities as held-to-maturity on a trade date basis, which are recorded at amortized cost. For held-to-maturity securities, the Company has the intent and ability to hold these securities to maturity and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be maturity. Held-to-maturity securities are placed on non-accrual status when the Company is in receipt of information indicating collection of interest is doubtful. Cash received on held-to-maturity securities placed on non-accrual status is recognized on a cash basis as interest income if and when received. The Company reviews its portfolio of held-to-maturity securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss information for financial assets secured with similar collateral. Investments in pass-through government-sponsored enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S. government guarantee. Investments The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”), 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. Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses). Goodwill Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests 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 the Company’s 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 Intangible Assets Indefinite-lived intangible assets are tested for impairment at least annually and are also 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 values are less than their carrying values. Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Company may rely on a qualitative assessment when performing its 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 all of the Company’s intangible assets is November 30 th Software Development Costs Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations. Once the application development stage is complete, additional costs are expensed as incurred. Leases The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset. The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate. After lease commencement, right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis. These recognition requirements are not applied to short-term leases, which are those with a lease term of 12 months or less. Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease components. The Company has elected to apply this practical expedient to all lease contracts, where applicable. Deferred Consideration—Gold Payments Deferred consideration—gold payments represented the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9). Changes in the fair value of this obligation were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations. Convertible Notes Convertible notes are carried at amortized cost, net of issuance costs. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable. Contingent Payments The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities. The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Note 11) and unvested stock-based equity awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Stock-based equity awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive). Diluted EPS is calculated under the treasury stock method and the two-class method. The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements. The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards, the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred stock and the convertible notes, if any. Potential common shares associated with the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred stock and the convertible notes are computed under the if-converted method. Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price. Income Taxes The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. Tax positions are evaluated utilizing a two-step process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company records interest expense and penalties related to tax expenses as income tax expense. The Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. The Company accounts for the tax effects of these provisions in the period that is subject to such tax. Non-income based taxes are recorded as part of other liabilities and other expenses. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 3. Cash and Cash Equivalents Of the total cash and cash equivalents of $89,481 and $132,101 at September 30, 2023 and December 31, 2022, $88,240 and $131,104, respectively, were held at two financial institutions. At September 30, 2023 and December 31, 2022, cash equivalents were approximately $329 and $930, respectively. Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, which was $27,844 and $25,988 at September 30, 2023 and December 31, 2022, respectively. These requirements are generally satisfied by cash on hand. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows: Level 1 – Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Instruments whose significant drivers are unobservable. The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and nine months ended September 30, 2023 and 2022, there were no transfers between Levels 2 and 3. September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 329 $ 329 $ — $ — Financial instruments owned, at fair value: ETFs 42,382 42,382 — — Pass-through GSEs 24,419 — 24,419 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 4,851 4,851 — — Equities 5,405 5,405 — — Fixed income 1,893 — 1,893 — Investments in Convertible Notes (Note 7): Securrency, Inc.—convertible note 16,190 — — 16,190 Securrency, Inc.—secured convertible note 12,925 — — 12,925 Fnality International Limited—convertible note 7,453 — — 7,453 Total $ 115,847 $ 52,967 $ 26,312 $ 36,568 Non-recurring fair value measurements: Securrency, Inc.—Series A convertible preferred stock (1) $ — $ — $ — $ — Securrency, Inc.—Series B convertible preferred stock (1) 305 — — 305 Other investments (1 ) — — — — Total $ 305 $ — $ — $ 305 _____________________________ (1) December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 930 $ 930 $ — $ — Financial instruments owned, at fair value ETFs 23,772 23,772 — — U.S. treasuries 2,980 2,980 — — Pass-through GSEs 96,837 23,290 73,547 — Corporate bonds 885 — 885 — Other assets—seed capital (WisdomTree Digital Funds) 1,765 — 1,765 — Investments in Convertible Notes (Note 7) Securrency, Inc.—convertible note 14,500 — — 14,500 Fnality International Limited—convertible note 6,921 — — 6,921 Total $ 148,590 $ 50,972 $ 76,197 $ 21,421 Non-recurring fair value measurements: Other investments (1) $ 312 $ — $ — $ 312 Liabilities: Recurring fair value measurements: Deferred consideration—gold payments (Note 9) $ 200,290 $ — $ — $ 200,290 _____________________________ (1) Recurring Fair Value Measurements – Methodology Cash Equivalents (Note 3) Financial instruments owned (Note 5) Fair Value Measurements classified as Level 3 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Investments in Convertible Notes (Note 7) Beginning balance $ 30,602 $ 11,712 $ 21,421 $ — Purchases — — 10,000 11,863 Net unrealized gains (1) 5,966 327 5,147 176 Ending balance $ 36,568 $ 12,039 $ 36,568 $ 12,039 Deferred Consideration (Note 9) Beginning balance $ — $ 242,767 $ 200,290 $ 228,062 Net realized losses (2) — 4,105 6,069 13,001 Net unrealized gains (3) — (77,895 ) (61,953 ) (63,188 ) Settlements — (4,220 ) (144,406 ) (13,118 ) Ending balance $ — $ 164,757 $ — $ 164,757 _____________________________ (1) (2) (3) — |
Financial Instruments Owned
Financial Instruments Owned | 9 Months Ended |
Sep. 30, 2023 | |
Financial Instruments Owned [Abstract] | |
Financial instruments owned | 5. Financial instruments owned These instruments consist of the following: September 30, December 31, Financial instruments owned Trading securities $ 66,801 $ 124,474 Other assets—seed capital (WisdomTree Digital Funds) 12,149 1,765 $ 78,950 $ 126,239 The Company recognized net trading losses on financial instruments owned that were still held at the reporting dates of $1,958 and $6,010 during the three months ended September 30, 2023 and 2022, respectively, and $648 and $13,922 during the nine months ended September 30, 2023 and 2022, respectively, which were recorded in other losses, net, in the Consolidated Statements of Operations. |
Securities Held-to-Maturity
Securities Held-to-Maturity | 9 Months Ended |
Sep. 30, 2023 | |
Securities Held-to-Maturity [Abstract] | |
Securities Held-to-Maturity | 6. Securities Held-to-Maturity The following table is a summary of the Company’s securities held-to-maturity: September 30, 2023 December 31, 2022 Debt instruments: Pass-through GSEs (amortized cost) $ 237 $ 259 During the nine months ended September 30, 2023 and 2022, the Company received proceeds of $22 and $38, respectively, from held-to-maturity securities maturing or being called prior to maturity. The following table summarizes unrealized losses, gains and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity: September 30, 2023 December 31, 2022 Cost/amortized cost $ 237 $ 259 Gross unrealized losses (27 ) (20 ) Fair value $ 210 $ 239 An allowance for credit losses was not provided on the Company’s held-to-maturity securities as all securities are investments in pass-through GSEs which are determined to have an estimated loss rate of zero due to an implicit U.S. government guarantee. The following table sets forth the maturity profile of the securities held-to-maturity; however, these securities may be called prior to the maturity date: September 30, 2023 December 31, 2022 Due within one year $ — $ — Due one year through five years — — Due five years through ten years 23 27 Due over ten years 214 232 Total $ 237 $ 259 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments [Abstract] | |
Investments | 7. Investments The following table sets forth the Company’s investments: September 30, 2023 December 31, 2022 Carrying Value Cost Carrying Value Cost Securrency, Inc.—Series A convertible preferred stock $ — $ 8,112 $ 8,488 $ 8,112 Securrency, Inc.—Series B convertible preferred stock 305 5,500 5,500 5,500 Securrency, Inc.—secured convertible note 12,925 10,000 — — Securrency, Inc.—convertible note 16,190 15,000 14,500 15,000 Subtotal—Securrency, Inc. $ 29,420 $ 38,612 $ 28,488 $ 28,612 Fnality International Limited—convertible note 7,453 6,863 6,921 6,863 Other investments — 250 312 250 Total $ 36,873 $ 45,725 $ 35,721 $ 35,725 Securrency, Inc. On October 19, 2023, it was announced that Securrency, Inc. (“Securrency”) entered into an agreement to be acquired by an unrelated third party, which will result in the Company’s exit from this investment. The Company used the market approach to mark its investment in Securrency to the estimated realizable value, which resulted in a net impairment charge of $2,391 recognized during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company recognized a net impairment charge on its investment in Securrency totaling $7,291 and additional losses of $1,777, recorded in other losses, net. Fnality International Limited In February 2022, the Company participated in a convertible note financing, making an investment of £5,000 ($6,863) in convertible notes of Fnality International Limited (“Fnality”), a company incorporated in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity. In consideration for its investment, the Company was issued a 5% Convertible Unsecured Loan Note maturing on December 31, 2023. The note is convertible into equity shares in the event of a future qualified equity financing of Fnality. The note will convert at a conversion price equal to the lower of (i) a discount of 20% to the lowest price paid per equity share issued pursuant to such future financing round and (ii) an amount paid per share subject to a pre-money valuation cap. Mandatory conversion may occur on or after the maturity date or, if earlier, in the event a future financing round has not been completed within a specified time from an initial closing of such financing round (“Long Stop Date”), upon the approval of holders of at least 75% of the outstanding notes. The note is also convertible, at the option of the Company, following the earlier of the maturity date or such Long Stop Date. The note is redeemable upon the occurrence of a change of control for an amount which is the greater of (i) the principal amount and all accrued interest and (ii) the amount that would be received had the note been converted to equity shares immediately prior to the occurrence of the change of control. Redemption may also occur on or after maturity or prior to maturity upon approval by holders of at least 50% and 75%, respectively, of the outstanding notes, or in connection with bankruptcy or other liquidation events. The note is accounted for at fair value. Fair value is determined by the Company using the PWERM and is also remeasured for changes in the British pound and U.S. dollar exchange rate. During the three and nine months ended September 30, 2023, the Company recognized a loss of ($426) and a gain of $532, respectively, when remeasuring the notes to fair value. The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit: September 30, 2023 December 31, 2022 Conversion of note upon a future financing round 95 % 85% Redemption of note upon a change of control 0 % 10% Default 5 % 5% Time to potential outcome (in years) 0.25 0.25 Other Investments During the three and nine months ended September 30, 2023, the Company recognized an impairment of $312 on its other investments. |
Fixed Assets, net
Fixed Assets, net | 9 Months Ended |
Sep. 30, 2023 | |
Fixed Assets, net [Abstract] | |
Fixed Assets, net | 8. Fixed Assets, net The following table summarizes fixed assets: September 30, 2023 December 31, 2022 Equipment $ 1,058 $ 962 Less: accumulated depreciation (601 ) (418 ) Total $ 457 $ 544 |
Deferred Consideration - Gold P
Deferred Consideration - Gold Payments | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Consideration Gold Payments [Abstract] | |
Deferred Consideration—Gold Payments | 9. Deferred Consideration—Gold Payments Deferred consideration—gold payments represented an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018. The obligation was 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”). ETFS Capital continued to pass through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”), and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital. On May 10, 2023, the Company terminated its contractual gold payments obligation for aggregate consideration totaling $136,903 pursuant to a Sale, Purchase and Assignment Deed (the “SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and RIL. Under the terms of the transaction, GBH received approximately $4,371 in cash and 13,087 shares of Series C Non-Voting Convertible Preferred Stock of the Company, $0.01 par value per share convertible into 13,087,000 shares of the Company’s common stock, and RIL received approximately $45,634 in cash. The Company determined the present value of the deferred consideration—gold payments of $0 and $200,290 at September 30, 2023 and December 31, 2022 using the following assumptions: September 30, 2023 December 31, 2022 Forward-looking gold price (low) — n/a $ 1,858 Forward-looking gold price (high) — n/a $ 3,126 Forward-looking gold price (weighted average) — n/a $ 2,237 Discount rate n/a 11.0% Perpetual growth rate n/a 1.3% During the three and nine months ended September 30, 2023 and 2022, the Company recognized the following in respect of deferred Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual gold payments $ — $ 4,105 $ 6,069 $ 13,001 Contractual gold payments — — 2,375 3,167 7,125 Gain on revaluation/termination of deferred consideration — $ — $ 77,895 $ 61,953 $ 63,188 |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes [Abstract] | |
Convertible Notes | 10. Convertible Notes On February 14, 2023, the Company issued and sold $130,000 in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2023 Notes”) pursuant to an indenture dated February 14, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee (or its successor in interest, the “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, the Company issued and sold $150,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On June 16, 2020, the Company issued and sold $150,000 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 the Company and the Trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On August 13, 2020, the Company issued and sold $25,000 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, the Company’s 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, the Company repurchased $115,000 in aggregate principal amount of the 2020 Notes. As a result of this repurchase, the Company recognized a loss on extinguishment of approximately $9,721 during the nine months ended September 30, 2023. The remainder of the 2020 Notes matured on June 15, 2023 and were settled for $59,955 in cash and 1,037,288 shares of common stock, as the conversion option was in the money. After the repurchase and maturity of the 2020 Notes and the issuance of the 2023 Notes (and together with the 2021 Notes, the “Convertible Notes”), the Company had $280,000 in aggregate principal amount of Convertible Notes outstanding. Key terms of the Convertible Notes are as follows: 2023 Notes 2021 Notes Principal outstanding $ 130,000 $ 150,000 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: ● Conversion price: ● Conversion: ● Cash settlement of principal amount: ● Redemption price: th ● Limited investor put rights: ● Conversion rate increase in certain customary circumstances: ● Seniority and Security: 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. The following table provides a summary of the Convertible Notes at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 2023 Notes 2021 Notes Total 2021 Notes 2020 Notes Total Principal amount $ 130,000 $ 150,000 $ 280,000 $ 150,000 $ 175,000 $ 325,000 Plus: Premium — — — — 250 250 Gross proceeds 130,000 150,000 280,000 150,000 175,250 325,250 Less: Unamortized issuance costs (3,147 ) (2,339 ) (5,486 ) (2,981 ) (1,053 ) (4,034 ) Carrying amount 126,853 $ 147,661 $ 274,514 $ 147,019 $ 174,197 $ 321,216 Effective interest rate (1) 6.25% 3.83% 4.96% 3.83% 5.26% 4.60% _____________________________ (1) Interest expense on the Convertible Notes was $3,461 and $11,484 during the three and nine months ended September 30, 2023 and $3,734 and $11,199, respectively, during the comparable periods in 2022. Interest payable of $2,391 and $621 at September 30, 2023 and December 31, 2022, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets. The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) was $282,486 and $320,513 at September 30, 2023 and December 31, 2022, respectively. The if-converted value of the Convertible Notes did not exceed the principal amount at September 30, 2023 and December 31, 2022. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Preferred Stock [Abstract] | |
Preferred Stock | 11. Preferred Stock Series A Non-Voting Convertible Preferred Stock On April 10, 2018, the Company filed a Certificate of Designations of Series A Non-Voting Convertible Preferred Stock (the “Series A Certificate of Designations”) with the Delaware Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series A Preferred Stock (defined below). The Series A Preferred Stock is intended to provide ETFS Capital with economic rights equivalent to the Company’s common stock on an as-converted basis. The Series A Preferred Stock has no voting rights, is not transferable and has the same priority with regard to dividends, distributions and payments as the common stock. As described in the Series A Certificate of Designations, the Company will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common stock upon conversion of the Series A Preferred Stock, if, as a result of such conversion, ETFS Capital (together with certain attributable parties) would beneficially own more than 9.99% of the Company’s outstanding common stock immediately after giving effect to such conversion. In connection with the completion of the acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (the “ETFS Acquisition”), the Company issued 14,750 shares of Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which are convertible into an aggregate of 14,750,000 shares of common stock. The fair value of this consideration was $132,750, based on the closing price of the Company’s common stock on April 10, 2018 of $9.00 per share, the trading day prior to the closing of the acquisition. The following is a summary of the Series A Preferred Stock balance: September 30, 2023 December 31, 2022 Issuance of Series A Preferred Stock $ 132,750 $ 132,750 Less: Issuance costs (181 ) (181 ) Series A Preferred Stock—carrying value $ 132,569 $ 132,569 Cash dividends declared per share (quarterly) $ 0.03 $ 0.03 Temporary equity classification is required for redeemable instruments for which redemption triggers are outside of the issuer’s control. ETFS Capital has the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified in the Series A Certificate of Designations in the event that: (a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Series A Preferred Stock requested by ETFS Capital to be converted; or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per Series A Preferred Stock as it would have received had each outstanding Series A Preferred Stock been converted into common stock immediately prior to the change of control. However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant or obligation the Company owes to any of its secured creditors or is otherwise prohibited by applicable law. Any such redemption will be at a price per Series A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000. Such redemption payment will be made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that begins on a date following the date ETFS Capital exercises such redemption right. The redemption value of the Series A Preferred Stock was $105,090 and $77,969 at September 30, 2023 and December 31, 2022, respectively. The carrying amount of the Series A Preferred Stock was not adjusted as it was not probable that the Series A Preferred Stock would become redeemable. Series C Non-Voting Convertible Preferred Stock On May 10, 2023, the Company filed a Certificate of Designations of Series C Non-Voting Convertible Preferred Stock (the “Series C Certificate of Designations”) with the Delaware Secretary of State establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series C Preferred Stock (defined below). The Series C Preferred Stock is intended to provide GBH with economic rights equivalent to the Company’s common stock on an as-converted basis. The Series C Preferred Stock has no voting rights, is not transferable, contains registration rights and has the same priority with regard to dividends, distributions and payments as the common stock. As described in the Series C Certificate of Designations, the Company will not issue, and GBH does not have the right to require the Company to issue, any shares of common stock upon conversion of the Series C Preferred Stock, if, as a result of such conversion, GBH (together with certain attributable parties) would beneficially own more than 4.99% of the Company’s outstanding common stock immediately after giving effect to such conversion. Further, as described in the Series C Certificate of Designations, the Company will not issue any shares of common stock upon conversion of the Series C Preferred Stock if the issuance would exceed the aggregate number of shares of common stock that the Company may issue without breaching its obligations under the rules of the New York Stock Exchange, unless the Company obtains stockholder approval for the issuance of the Company’s common stock upon conversion of the Series C Preferred Stock in excess of such amount. Each share of Series C Preferred Stock is convertible only in connection with the sale of all or any portion of the Company’s common stock on an arms-length basis to a bona fide third-party purchaser, pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”) or (ii) an exemption from registration under the Securities Act, provided any such sale is conditioned on the terms set forth in the Investor Rights Agreement, dated May 10, 2023, between the Company and GBH. Pursuant to the Investor Rights Agreement, GBH is subject to restrictions on the manner in which the Conversion Shares (defined below) can be sold and has agreed not to distribute or sell any Conversion Shares to any person that would knowingly result in that person, together with such person’s affiliates and associates, owning, controlling or otherwise having any beneficial ownership interest representing in the aggregate 5% or more of the then outstanding shares of the Company’s common stock. GBH has also agreed not to distribute or sell any Conversion Shares to ETFS Capital, GT or any of their affiliates, associates or any Group (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as defined in Rule 13d-5 thereunder) formed by the foregoing persons. In accordance with the SPA Agreement, the Company issued 13,087 shares of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”), which are convertible into an aggregate of 13,087,000 shares of common stock (“Conversion Shares”). The fair value of this consideration was $86,898, based on the closing price of the Company’s common stock on May 9, 2023 of $6.64 per share, the trading day prior to the closing of the acquisition. GBH has no redemption rights associated with the Series C Preferred Stock and therefore the instrument has been classified as a component of stockholders’ equity, with the excess over par value of $86,801 (net of issuance costs of $97) recorded to additional paid in capital. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Lessee [Abstract] | |
Leases | 12. Leases The Company has entered into operating leases for its office facilities (including its corporate headquarters) and equipment. The Company has no finance leases. The following table provides additional information regarding the Company’s leases: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 324 $ 316 $ 963 $ 648 Short-term lease cost 70 296 191 856 Total lease cost $ 394 $ 612 $ 1,154 $ 1,504 Other information Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 301 $ 296 $ 955 $ 644 Right-of-use assets obtained in exchange for new operating lease liabilities n/a n/a n/a n/a Weighted-average remaining lease term (in years) — 0.7 1.5 0.7 1.5 Weighted-average discount rate — 6.0% 6.3% 6.0% 6.3% None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations. The following table discloses future minimum lease payments at September 30, 2023 with respect to the Company’s operating lease liabilities: Remainder of 2023 $ 328 2024 577 2025 and thereafter — Total future minimum lease payments (undiscounted) $ 905 The following table reconciles the future minimum lease payments (disclosed above) at September 30, 2023 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets: Amounts recognized in the Company’s Consolidated Balance Sheets Lease liability — $ 889 Difference between undiscounted and discounted cash flows 16 Total future minimum lease payments (undiscounted) $ 905 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Contingencies [Abstract] | |
Contingencies | 13. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP In December 2020, WMAI, WTMAML, WTUK and WisdomTree Ireland Limited (“WT Ireland”) were served with a writ of summons to appear before the Court of Milan, Italy. In January 2021, WTUK was served with a writ of summons to appear before the Court of Udine, Italy. Investors had filed actions seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020. The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors. Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus. In February 2022, the Court of Udine ruled in the Company’s favor. Also in February 2022, WMAI, WTMAML, WTUK and WT Ireland were served with another writ of summons to appear before the Court of Milan by additional investors seeking damages resulting from the closure of 3OIL. In March 2022, WMAI and WTUK were served with a writ of summons to appear before the Court of Turin and two writs of summons to appear before the Court of Milan by additional investors seeking damages. These writs also were served on the intermediary brokers for the respective claimants, with the claimants alleging joint and several liability of WMAI, WTUK and such intermediary brokers. In July 2023, the Court of Milan ruled in favor of WMAI and WTUK in respect of one of these claims. Total damages sought by all investors related to these claims are approximately €15,200 ($16,723) at September 30, 2023. Additionally, in July 2023, WT Ireland received a letter from counsel on behalf of additional investors seeking damages of up to approximately €8,400 ($8,891) resulting from the closure of 3OIL. The claim is in its preliminary stages and a writ of summons has not been served. The Company is currently assessing these claims with its external counsel. The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $500 deductible. An accrual has not been made with respect to these matters at September 30, 2023 and December 31, 2022. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 14. Variable Interest Entities VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance. Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards. The following table presents information about the Company’s variable interests in non-consolidated VIEs: September 30, 2023 December 31, 2022 Carrying Amount—Assets (Securrency): Preferred stock—Securrency Series A Shares $ — $ 8,488 Preferred stock—Securrency Series B Shares 305 5,500 Secured convertible note 12,925 — Convertible note 16,190 14,500 Subtotal — $ 29,420 $ 28,488 Carrying Amount — Convertible note 7,453 6,921 Carrying Amount — — 312 Total (Note 7) $ 36,873 $ 35,721 Maximum exposure to loss $ 36,873 $ 35,721 |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenues from Contracts with Customers [Abstract] | |
Revenues from Contracts with Customers | 15. Revenues from Contracts with Customers The following table presents the Company’s total revenues from contracts with customers: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from contracts with customers: Advisory fees $ 86,598 $ 70,616 $ 246,239 $ 222,719 Other 3,825 1,798 11,952 5,316 Total operating revenues $ 90,423 $ 72,414 $ 258,191 $ 228,035 The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer. A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service. Transfer of control happens either over time or at a point in time. When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of services to the customer. Substantially all the Company’s revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 16). These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly 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 the Company has a right to invoice. There are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenues. In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties. Other income includes revenues the Company earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are either based on a percentage of the ETPs’ average daily net assets or flows associated with certain products. 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 the Company has a right to invoice. Geographic Distribution of Revenues The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from contracts with customers: United States $ 57,988 $ 45,263 $ 160,477 $ 137,299 Jersey 28,196 23,702 86,407 80,111 Ireland 4,239 3,449 11,307 10,625 Total operating revenues $ 90,423 $ 72,414 $ 258,191 $ 228,035 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Investment Advisory Agreements The Company’s revenues are derived primarily from investment advisory agreements with related parties. Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S. WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs. The Boards of Trustees and Boards of Directors (including certain officers of the Company) of the related parties are primarily responsible for overseeing the management and affairs of the entities for the benefit of their stakeholders and have contracted with the Company to provide for general management and administration services. The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations. In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’ average daily net assets. A majority of the independent members of the respective Board of Trustees are required to initially and annually (after the first two years) approve the advisory agreements of the U.S. WisdomTree ETFs and the Digital Funds and these agreements may be terminated by such Board of Trustees upon notice. The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets: September 30, 2023 December 31, 2022 Receivable from WTT $ 19,123 $ 16,399 Receivable from ManJer Issuers 9,024 4,485 Receivable from WMAI and WTICAV 4,168 3,255 Total $ 32,315 $ 24,139 The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above. Amounts outstanding are all invoiced in arrears, are less than 30 days aged and are collected shortly after the applicable reporting period. The following table summarizes revenues from advisory services provided to related parties: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Advisory services provided to WTT $ 57,656 $ 45,112 $ 159,595 $ 136,852 Advisory services provided to ManJer Issuers 24,703 22,055 75,337 75,242 Advisory services provided to WMAI and WTICAV 4,239 3,449 11,307 10,625 Total $ 86,598 $ 70,616 $ 246,239 $ 222,719 Investments in WisdomTree Products The Company also has investments in certain WisdomTree products of approximately $54,259 and $25,283 at September 30, 2023 and December 31, 2022, respectively. This includes $12,149 and $1,765, respectively, of investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital.” Net unrealized and realized (losses)/gains related to trading WisdomTree products were ($591) and $250, respectively, during the three and nine months ended September 30, 2023 and ($489) and ($1,608), respectively, during the comparable periods in 2022. Such gains and losses are recorded in other gains and losses, net on the Consolidated Statements of Operations. Deferred Consideration—Gold Payments – Termination On May 10, 2023, the Company terminated its contractual gold payments obligation to ETFS Capital, which included the payment of $45,634 to an entity controlled by GT, a stockholder of the Company. See Note 9 for additional information. |
Stock-Based Awards
Stock-Based Awards | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Awards [Abstract] | |
Stock-Based Awards | 17. Stock-Based Awards On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan after March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock-based awards. The Company grants equity awards to employees and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and stock options. Certain awards described below are subject to acceleration under certain conditions. Stock options: Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date. The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model. RSAs/RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years. PRSUs: These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period. A Monte Carlo simulation is used to value these awards. The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows: ● th ● th ● th th th ● Stock-based compensation expense was $3,916 and $12,422, respectively during the three and nine months ended September 30, 2023 and $2,454 and $7,822, respectively, during the comparable periods in 2022. A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows: September 30, 2023 Unrecognized Stock-Based Weighted-Average Remaining Employees and directors $ 23,197 1.17 A summary of stock-based compensation award activity (shares) during the three months ended September 30, 2023 is as follows: RSA RSU PRSU Balance at July 1, 2023 5,099,128 227,634 1,136,315 Granted 11,828 — — Vested (55,320 ) — — Forfeited (14,622 ) — — Stock dividends — 2,113 32,197 Balance at September 30, 2023 5,041,014 229,747 (1) 1,168,512 _____________________________ ( 1 |
Stockholder Rights Plan
Stockholder Rights Plan | 9 Months Ended |
Sep. 30, 2023 | |
Stockholder Rights Plan [Abstract] | |
Stockholder Rights Plan | 18. Stockholder Rights Plan On March 17, 2023, the Board of Directors of the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 thereto, dated May 4, 2023 (“Amendment No. 1”), and by Amendment No. 2 thereto, dated May 10, 2023 (“Amendment No. 2”) (as amended, the “Stockholder Rights Agreement”). At the Company’s 2023 Annual Meeting of Stockholders held on June 16, 2023, the Company’s stockholders ratified the adoption by the Board of Directors of the Stockholder Rights Agreement. Pursuant to the terms of the Stockholder Rights Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common stock, par value $0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of Series A Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”). In addition, one Right will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and the expiration date of the Rights. Each “Right” entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock”) at a cash exercise price of $32.00 per Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below. Initially, the Rights are not exercisable and are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% (or 20% in the case of a person or group which, together with all affiliates and associates of such person or group, is the beneficial owner of shares of common stock of the Company representing less than 20% of the shares of common stock of the Company then outstanding, and which is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the Exchange Act as in effect at the time of the first public announcement of the declaration of the Rights dividend with respect to the shares of common stock beneficially owned by such person or group) or more of the outstanding shares of common stock, other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”). A person or group who beneficially owned 10% or more (or 20% or more in the case of passive stockholders) of the Company’s outstanding common stock prior to the first public announcement by the Company of the adoption of the Stockholder Rights Agreement will not trigger the Stockholder Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 10% or more (or 20% or more in the case of passive stockholders) of such common stock, subject to certain exceptions as set forth in the Stockholder Rights Agreement. For purposes of the Stockholder Rights Agreement, beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative securities. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are excepted from such imputed beneficial ownership. Pursuant to Amendment No. 1, beneficial ownership did not include the right to vote pursuant to any agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Stockholder Rights Agreement presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders. Pursuant to Amendment No. 2, the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’ entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No. 2. In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the “Subscription Right”). In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company’s assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”). The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void. The Rights may be redeemed in whole, but not in part, at a price of $0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors) by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration date of the Stockholder Rights Agreement. Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price. The Stockholder Rights Agreement may be amended by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person. After such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates). Until a Right is exercised, the holder will have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends. While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company, other consideration or for common stock of an acquiring company. The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 16, 2024, unless previously redeemed or exchanged by the Company. The Stockholder Rights Agreement provides the holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving, the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder Rights Agreement. A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent. Among those characteristics are that it be: (i) a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination thereof, for any and all of the common stock; and (ii) an offer that is otherwise in the best interests of the Company’s stockholders. The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror. Pursuant to the Stockholder Rights Agreement, if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”) for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying Offer during such period, the holders of 10% of the common stock may request that the Board call a Special Meeting to vote on a resolution authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement. If such a Special Meeting is not held by the 90 th th |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 19. Earnings Per Share The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Three Months Ended Nine Months Ended Basic Earnings per Share 2023 2022 2023 2022 Net income $ 12,984 $ 81,229 $ 83,469 $ 78,973 Less: Income distributed to participating securities (889 ) (546 ) (1,884 ) (1,644 ) Less: Undistributed income allocable to participating securities (1,309 ) (8,583 ) (9,619 ) (7,268 ) Net income available to common stockholders — $ 10,786 $ 72,100 $ 71,966 $ 70,061 Weighted average common shares (in thousands) 145,284 143,120 144,505 142,984 Basic earnings per share $ 0.07 $ 0.50 $ 0.50 $ 0.49 Three Months Ended Nine Months Ended Diluted Earnings per Share 2023 2022 2023 2022 Net income available to common stockholders $ 10,786 $ 72,100 $ 71,966 $ 70,061 Add back: Undistributed income allocable to participating securities 1,309 8,583 9,619 7,268 Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive (1,286 ) (8,568 ) (9,446 ) (7,257 ) Net income available to common stockholders — $ 10,809 $ 72,115 $ 72,139 $ 70,072 Weighted Average Diluted Shares (in thousands): Weighted average common shares 145,284 143,120 144,505 142,984 Dilutive effect of common stock equivalents, excluding participating securities 3,148 287 3,067 261 Weighted average diluted shares, excluding participating securities 148,432 143,407 147,572 143,245 Diluted earnings per share $ 0.07 $ 0.50 $ 0.49 $ 0.49 Diluted earnings per share presented above is calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock. There were no antidilutive non-participating common stock equivalents for the three months ended September 30, 2023. Total antidilutive non-participating common stock equivalents were 2 for the nine months ended September 30, 2023 and 483 and 410, respectively, during the comparable periods in 2022 (shares herein are reported in thousands). There were 627 potential common shares associated with the conversion options embedded in the 2020 Notes included in weighted average diluted shares for the nine months ended September 30, 2023. Potential common shares associated with the conversion option embedded in the 2021 Notes and 2023 Notes were excluded from the computation for the three and nine months ended September 30, 2023 and 2022, as the Company’s average stock price during those respective periods was lower than the conversion price. The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above: Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of Weighted Average Diluted Shares (in thousands) 2023 2022 2023 2022 Weighted average diluted shares as disclosed on the Consolidated Statements of Operations 177,140 158,953 169,997 158,741 Less: Participating securities: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11) (14,750 ) (14,750 ) (14,750 ) (14,750 ) Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 11) (13,087 ) — (6,903 ) — Potentially dilutive restricted stock awards (871 ) (796 ) (772 ) (746 ) Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above 148,432 143,407 147,572 143,245 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 20. Income Taxes Effective Income Tax Rate – Three and Nine Months Ended September 30, 2023 The Company’s effective income tax rate during the three months ended September 30, 2023 was 31.0%, resulting in income tax expense of $5,836. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to an increase in the deferred tax asset valuation allowance on losses recognized on the Company’s investments and non-deductible executive compensation. The Company’s effective income tax rate during the nine months ended September 30, 2023 was 11.4%, resulting in income tax expense of $10,774. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a non-taxable gain on revaluation/termination of deferred consideration—gold payments, a $1,353 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings. These items were partly offset by a non-deductible loss on extinguishment of our convertible notes, an increase in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation. Effective Income Tax Rate – Three and Nine Months Ended September 30, 2022 The Company’s effective income tax rate during the three months ended September 30, 2022 of 3.9% resulted in income tax expense of $3,327. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a non-taxable gain on revaluation of deferred consideration. This was partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned. The Company’s effective income tax rate during the nine months ended September 30, 2022 of negative 15.7% resulted in an income tax benefit of $10,713. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a $19,897 reduction in unrecognized tax benefits (including interest and penalties), 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. Deferred Tax Assets A summary of the components of the Company’s deferred tax assets at September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Deferred tax assets: Capital losses $ 19,083 $ 17,541 Accrued expenses 4,447 6,030 Unrealized losses 4,303 3,821 Stock-based compensation 1,849 1,526 NOLs—Foreign 1,482 1,609 Goodwill and intangible assets 943 1,085 Interest carryforwards 455 — Foreign currency translation adjustment 435 173 Operating lease liabilities 151 313 NOLs—U.S. 127 255 Outside basis differences 122 122 Other 382 341 Total deferred tax assets 33,779 32,816 Deferred tax liabilities: Fixed assets and prepaid assets 409 278 Unremitted earnings—European subsidiaries 203 205 Right of use assets—operating leases 151 313 Total deferred tax liabilities: 763 796 Total deferred tax assets less deferred tax liabilities 33,016 32,020 Less: Valuation allowance (23,508 ) (21,484 ) Deferred tax assets, net $ 9,508 $ 10,536 Capital Losses – U.S. The Company’s tax effected capital losses at September 30, 2023 were $19,083. These capital losses expire between the years 2023 and 2028. Net Operating Losses – Europe One of the Company’s European subsidiaries generated NOLs outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely, were $1,482 at September 30, 2023. Valuation Allowance The Company’s valuation allowance has been established on its net capital losses, unrealized losses and outside basis differences, as it is more-likely-than-not that these deferred tax assets will not be realized. Income Tax Examinations The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. As of September 30, 2023, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2018. Undistributed Earnings of Foreign Subsidiaries ASC 740-30 Income Taxes provides guidance that U.S. companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested. The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $203 and $205 at September 30, 2023 and December 31, 2022, respectively. |
Shares Repurchased
Shares Repurchased | 9 Months Ended |
Sep. 30, 2023 | |
Shares Repurchased [Abstract] | |
Shares Repurchased | 21. Shares Repurchased On February 22, 2022, the Company’s Board of Directors approved an increase of $85,709 to the Company’s share repurchase program to $100,000 and extended the term for three The Company repurchased 4,566 and 635,653 shares of its common stock under this program during the three and nine months ended September 30, 2023, and 4,567 and 593,261 during the comparable periods in 2022. The aggregate cost of the shares repurchased during the three and nine months ended September 30, 2023 was $30 and $3,570, respectively, and the aggregate cost of the shares repurchased during the comparable periods in 2022 was $24 and $3,418, respectively. Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records. As of September 30, 2023, $96,406 remained under this program for future purchases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | 22. Goodwill and Intangible Assets Goodwill The table below sets forth goodwill which is tested annually for impairment on November 30 th Total Balance at January 1, 2023 $ 85,856 Changes 985 (1) Balance at September 30, 2023 $ 86,841 _____________________________ (1) Business Combinations Of the total goodwill of $86,841 at September 30, 2023, $85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions. The remainder of the goodwill is deductible for U.S. tax purposes. Intangible Assets The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th Balance at September 30, 2023 Item Gross Asset Accumulated Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 3,939 (405 ) 3,534 Balance at September 30, 2023 $ 605,186 $ (405 ) $ 604,781 Balance at December 31, 2022 Item Gross Asset Accumulated Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 2,370 (50 ) 2,320 Balance at December 31, 2022 $ 603,617 $ (50 ) $ 603,567 ETFS Acquisition (Indefinite-Lived) In connection with the ETFS Acquisition, which was completed on April 11, 2018, the Company identified intangible assets valued at $601,247 related to the right to manage AUM through customary advisory agreements. These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes. Software Development (Finite-Lived) Internally-developed software is amortized over a useful life of three years. During the three and nine months ended September 30, 2023, the Company recognized amortization expense on internally-developed software of $249 and $355, respectively. As of September 30, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows: Remainder of 2023 $ 300 2024 1,265 2025 1,262 2026 656 2027 51 2028 and thereafter — Total expected amortization expense $ 3,534 The weighted-average remaining useful life of the finite-lived intangible assets is 2.7 years. |
Contingent Payments
Contingent Payments | 9 Months Ended |
Sep. 30, 2023 | |
Contingent Payments [Abstract] | |
Contingent Payments | 23. Contingent Payments Sale of Canadian ETF Business On February 19, 2020, the Company completed the sale of all the outstanding shares of WisdomTree Asset Management Canada, Inc. to CI Financial Corp. The Company received CDN $3,720 (USD $2,774) in cash at closing and was paid CDN $3,000 (USD $2,360) and CDN $2,000 (USD $1,477) of additional cash consideration based upon the achievement of certain AUM growth targets as determined on the 18-month and the 36-month anniversaries of the closing date, respectively. A gain of $0 and $1,477 was recognized during the three and nine months ended September 30, 2023, respectively, from remeasuring the contingent payment to its realizable value. This gain was recorded in other losses, net. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements. There were no events requiring disclosure. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 12,984 | $ 81,229 | $ 83,469 | $ 78,973 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation | Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur. |
Segment and Geographic Information | Segment and Geographic Information The Company, through its subsidiaries in the U.S. and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources and other factors. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive loss. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes 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 the Company has a right to invoice. |
Contractual Gold Payments | Contractual Gold Payments Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (Note 9). The Company’s obligation to continue making these payments terminated on May 10, 2023. |
Marketing and Advertising | Marketing and Advertising Marketing and advertising costs, including media advertising and production costs, are expensed when incurred. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 3 to 5 years Internally-developed software 3 years The assets listed above are recorded at cost less accumulated depreciation and amortization. |
Stock-Based Awards | Stock-Based Awards Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur. |
Third-Party Distribution Fees | Third-Party Distribution Fees The Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms and recognizes these expenses as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. |
Accounts Receivable | Accounts Receivable Accounts receivable are customer and other obligations due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable. |
Financial Instruments Owned and Financial Instruments Sold, but Not yet Purchased (at Fair Value) | Financial Instruments Owned and Financial Instruments Sold, but Not yet Purchased (at Fair Value) Financial instruments owned and financial instruments sold, but not yet purchased are financial instruments classified as either trading or available-for-sale (“AFS”). These financial instruments are recorded on their trade date and are measured at fair value. All equity instruments that have readily determinable fair values are classified by the Company as trading. Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument. Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs. Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis. Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis. Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings. Impairments resulting from noncredit-related factors are recognized in other comprehensive income. Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method. |
Securities Held-to-Maturity | Securities Held-to-Maturity The Company accounts for certain of its securities as held-to-maturity on a trade date basis, which are recorded at amortized cost. For held-to-maturity securities, the Company has the intent and ability to hold these securities to maturity and it is not more-likely-than-not that the Company will be required to sell these securities before recovery of their amortized cost bases, which may be maturity. Held-to-maturity securities are placed on non-accrual status when the Company is in receipt of information indicating collection of interest is doubtful. Cash received on held-to-maturity securities placed on non-accrual status is recognized on a cash basis as interest income if and when received. The Company reviews its portfolio of held-to-maturity securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss information for financial assets secured with similar collateral. Investments in pass-through government-sponsored enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S. government guarantee. |
Investments | Investments The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”), 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. Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses). |
Goodwill | Goodwill Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests 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 the Company’s 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 |
Intangible Assets | Intangible Assets Indefinite-lived intangible assets are tested for impairment at least annually and are also 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 values are less than their carrying values. Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Company may rely on a qualitative assessment when performing its 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 all of the Company’s intangible assets is November 30 th |
Software Development Costs | Software Development Costs Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations. Once the application development stage is complete, additional costs are expensed as incurred. |
Leases | Leases The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset. The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate. After lease commencement, right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis. These recognition requirements are not applied to short-term leases, which are those with a lease term of 12 months or less. Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease components. The Company has elected to apply this practical expedient to all lease contracts, where applicable. |
Deferred Consideration—Gold Payments | Deferred Consideration—Gold Payments Deferred consideration—gold payments represented the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9). Changes in the fair value of this obligation were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations. |
Convertible Notes | Convertible Notes Convertible notes are carried at amortized cost, net of issuance costs. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt. |
Contingencies | Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable. |
Contingent Payments | Contingent Payments The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities. The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Note 11) and unvested stock-based equity awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Stock-based equity awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive). Diluted EPS is calculated under the treasury stock method and the two-class method. The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements. The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards, the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred stock and the convertible notes, if any. Potential common shares associated with the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred stock and the convertible notes are computed under the if-converted method. Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. Tax positions are evaluated utilizing a two-step process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company records interest expense and penalties related to tax expenses as income tax expense. The Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. The Company accounts for the tax effects of these provisions in the period that is subject to such tax. Non-income based taxes are recorded as part of other liabilities and other expenses. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Depreciation and Amortization | Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 3 to 5 years Internally-developed software 3 years |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and nine months ended September 30, 2023 and 2022, there were no transfers between Levels 2 and 3. September 30, 2023 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 329 $ 329 $ — $ — Financial instruments owned, at fair value: ETFs 42,382 42,382 — — Pass-through GSEs 24,419 — 24,419 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 4,851 4,851 — — Equities 5,405 5,405 — — Fixed income 1,893 — 1,893 — Investments in Convertible Notes (Note 7): Securrency, Inc.—convertible note 16,190 — — 16,190 Securrency, Inc.—secured convertible note 12,925 — — 12,925 Fnality International Limited—convertible note 7,453 — — 7,453 Total $ 115,847 $ 52,967 $ 26,312 $ 36,568 Non-recurring fair value measurements: Securrency, Inc.—Series A convertible preferred stock (1) $ — $ — $ — $ — Securrency, Inc.—Series B convertible preferred stock (1) 305 — — 305 Other investments (1 ) — — — — Total $ 305 $ — $ — $ 305 (1) December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 930 $ 930 $ — $ — Financial instruments owned, at fair value ETFs 23,772 23,772 — — U.S. treasuries 2,980 2,980 — — Pass-through GSEs 96,837 23,290 73,547 — Corporate bonds 885 — 885 — Other assets—seed capital (WisdomTree Digital Funds) 1,765 — 1,765 — Investments in Convertible Notes (Note 7) Securrency, Inc.—convertible note 14,500 — — 14,500 Fnality International Limited—convertible note 6,921 — — 6,921 Total $ 148,590 $ 50,972 $ 76,197 $ 21,421 Non-recurring fair value measurements: Other investments (1) $ 312 $ — $ — $ 312 Liabilities: Recurring fair value measurements: Deferred consideration—gold payments (Note 9) $ 200,290 $ — $ — $ 200,290 (1) |
Schedule of Beginning and Ending Balances of Recurring Fair Value Measurements Classified | The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Investments in Convertible Notes (Note 7) Beginning balance $ 30,602 $ 11,712 $ 21,421 $ — Purchases — — 10,000 11,863 Net unrealized gains (1) 5,966 327 5,147 176 Ending balance $ 36,568 $ 12,039 $ 36,568 $ 12,039 Deferred Consideration (Note 9) Beginning balance $ — $ 242,767 $ 200,290 $ 228,062 Net realized losses (2) — 4,105 6,069 13,001 Net unrealized gains (3) — (77,895 ) (61,953 ) (63,188 ) Settlements — (4,220 ) (144,406 ) (13,118 ) Ending balance $ — $ 164,757 $ — $ 164,757 (1) (2) (3) — |
Financial Instruments Owned (Ta
Financial Instruments Owned (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financial Instruments Owned [Abstract] | |
Schedule of Financial Instruments Owned | These instruments consist of the following: September 30, December 31, Financial instruments owned Trading securities $ 66,801 $ 124,474 Other assets—seed capital (WisdomTree Digital Funds) 12,149 1,765 $ 78,950 $ 126,239 |
Securities Held-to-Maturity (Ta
Securities Held-to-Maturity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Securities Held-to-Maturity [Abstract] | |
Schedule of Securities Held-to-Maturity | The following table is a summary of the Company’s securities held-to-maturity: September 30, 2023 December 31, 2022 Debt instruments: Pass-through GSEs (amortized cost) $ 237 $ 259 |
Schedule of Unrealized Losses, Gains and Fair Value of Securities Held-to-Maturity | The following table summarizes unrealized losses, gains and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity: September 30, 2023 December 31, 2022 Cost/amortized cost $ 237 $ 259 Gross unrealized losses (27 ) (20 ) Fair value $ 210 $ 239 |
Schedule of Maturity Profile of the Securities Held-to-Maturity | The following table sets forth the maturity profile of the securities held-to-maturity; however, these securities may be called prior to the maturity date: September 30, 2023 December 31, 2022 Due within one year $ — $ — Due one year through five years — — Due five years through ten years 23 27 Due over ten years 214 232 Total $ 237 $ 259 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments [Abstract] | |
Schedule of Investments | The following table sets forth the Company’s investments: September 30, 2023 December 31, 2022 Carrying Value Cost Carrying Value Cost Securrency, Inc.—Series A convertible preferred stock $ — $ 8,112 $ 8,488 $ 8,112 Securrency, Inc.—Series B convertible preferred stock 305 5,500 5,500 5,500 Securrency, Inc.—secured convertible note 12,925 10,000 — — Securrency, Inc.—convertible note 16,190 15,000 14,500 15,000 Subtotal—Securrency, Inc. $ 29,420 $ 38,612 $ 28,488 $ 28,612 Fnality International Limited—convertible note 7,453 6,863 6,921 6,863 Other investments — 250 312 250 Total $ 36,873 $ 45,725 $ 35,721 $ 35,725 |
Schedule of Probability Ascribed to Potential Outcomes used in the PWERM | The table below presents the probability ascribed to potential outcomes used in the PWERM (classified as Level 3 in the fair value hierarchy) and the time to exit: September 30, 2023 December 31, 2022 Conversion of note upon a future financing round 95 % 85% Redemption of note upon a change of control 0 % 10% Default 5 % 5% Time to potential outcome (in years) 0.25 0.25 |
Fixed Assets, net (Tables)
Fixed Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fixed Assets, net [Abstract] | |
Schedule of Fixed Assets | The following table summarizes fixed assets: September 30, 2023 December 31, 2022 Equipment $ 1,058 $ 962 Less: accumulated depreciation (601 ) (418 ) Total $ 457 $ 544 |
Deferred Consideration - Gold_2
Deferred Consideration - Gold Payments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Consideration Gold Payments [Abstract] | |
Schedule of Valuation of Deferred Consideration | The Company determined the present value of the deferred consideration—gold payments of $0 and $200,290 at September 30, 2023 and December 31, 2022 using the following assumptions: September 30, 2023 December 31, 2022 Forward-looking gold price (low) — n/a $ 1,858 Forward-looking gold price (high) — n/a $ 3,126 Forward-looking gold price (weighted average) — n/a $ 2,237 Discount rate n/a 11.0% Perpetual growth rate n/a 1.3% |
Schedule of Deferred Consideration | During the three and nine months ended September 30, 2023 and 2022, the Company recognized the following in respect of deferred Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Contractual gold payments $ — $ 4,105 $ 6,069 $ 13,001 Contractual gold payments — — 2,375 3,167 7,125 Gain on revaluation/termination of deferred consideration — $ — $ 77,895 $ 61,953 $ 63,188 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes [Abstract] | |
Schedule of Key Terms of Convertible Notes | Key terms of the Convertible Notes are as follows: 2023 Notes 2021 Notes Principal outstanding $ 130,000 $ 150,000 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 |
Schedule of Convertible Notes | The following table provides a summary of the Convertible Notes at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 2023 Notes 2021 Notes Total 2021 Notes 2020 Notes Total Principal amount $ 130,000 $ 150,000 $ 280,000 $ 150,000 $ 175,000 $ 325,000 Plus: Premium — — — — 250 250 Gross proceeds 130,000 150,000 280,000 150,000 175,250 325,250 Less: Unamortized issuance costs (3,147 ) (2,339 ) (5,486 ) (2,981 ) (1,053 ) (4,034 ) Carrying amount 126,853 $ 147,661 $ 274,514 $ 147,019 $ 174,197 $ 321,216 Effective interest rate (1) 6.25% 3.83% 4.96% 3.83% 5.26% 4.60% (1) |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Preferred Stock [Abstract] | |
Summary of Series A Preferred Stock Balance | The following is a summary of the Series A Preferred Stock balance: September 30, 2023 December 31, 2022 Issuance of Series A Preferred Stock $ 132,750 $ 132,750 Less: Issuance costs (181 ) (181 ) Series A Preferred Stock—carrying value $ 132,569 $ 132,569 Cash dividends declared per share (quarterly) $ 0.03 $ 0.03 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Lessee [Abstract] | |
Schedule for Summary of Additional Information Related to Operating Lease | The following table provides additional information regarding the Company’s leases: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost Operating lease cost $ 324 $ 316 $ 963 $ 648 Short-term lease cost 70 296 191 856 Total lease cost $ 394 $ 612 $ 1,154 $ 1,504 Other information Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 301 $ 296 $ 955 $ 644 Right-of-use assets obtained in exchange for new operating lease liabilities n/a n/a n/a n/a Weighted-average remaining lease term (in years) — 0.7 1.5 0.7 1.5 Weighted-average discount rate — 6.0% 6.3% 6.0% 6.3% |
Schedule of Future Minimum Lease Payments | The following table discloses future minimum lease payments at September 30, 2023 with respect to the Company’s operating lease liabilities: Remainder of 2023 $ 328 2024 577 2025 and thereafter — Total future minimum lease payments (undiscounted) $ 905 |
Schedule of Reconciliation of Future Minimum Lease Payments to Balance Sheet | The following table reconciles the future minimum lease payments (disclosed above) at September 30, 2023 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets: Amounts recognized in the Company’s Consolidated Balance Sheets Lease liability — $ 889 Difference between undiscounted and discounted cash flows 16 Total future minimum lease payments (undiscounted) $ 905 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entities [Abstract] | |
Schedule of Information about Variable Interests | The following table presents information about the Company’s variable interests in non-consolidated VIEs: September 30, 2023 December 31, 2022 Carrying Amount—Assets (Securrency): Preferred stock—Securrency Series A Shares $ — $ 8,488 Preferred stock—Securrency Series B Shares 305 5,500 Secured convertible note 12,925 — Convertible note 16,190 14,500 Subtotal — $ 29,420 $ 28,488 Carrying Amount — Convertible note 7,453 6,921 Carrying Amount — — 312 Total (Note 7) $ 36,873 $ 35,721 Maximum exposure to loss $ 36,873 $ 35,721 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenues from Contracts with Customers [Abstract] | |
Schedule of Revenues from Contracts with Customers | The following table presents the Company’s total revenues from contracts with customers: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from contracts with customers: Advisory fees $ 86,598 $ 70,616 $ 246,239 $ 222,719 Other 3,825 1,798 11,952 5,316 Total operating revenues $ 90,423 $ 72,414 $ 258,191 $ 228,035 |
Schedule of Geographic Distribution of Revenues | The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues from contracts with customers: United States $ 57,988 $ 45,263 $ 160,477 $ 137,299 Jersey 28,196 23,702 86,407 80,111 Ireland 4,239 3,449 11,307 10,625 Total operating revenues $ 90,423 $ 72,414 $ 258,191 $ 228,035 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Accounts Receivable from Related Parties | The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets: September 30, 2023 December 31, 2022 Receivable from WTT $ 19,123 $ 16,399 Receivable from ManJer Issuers 9,024 4,485 Receivable from WMAI and WTICAV 4,168 3,255 Total $ 32,315 $ 24,139 |
Schedule of Revenues from Advisory Services Provided to Related Parties | The following table summarizes revenues from advisory services provided to related parties: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Advisory services provided to WTT $ 57,656 $ 45,112 $ 159,595 $ 136,852 Advisory services provided to ManJer Issuers 24,703 22,055 75,337 75,242 Advisory services provided to WMAI and WTICAV 4,239 3,449 11,307 10,625 Total $ 86,598 $ 70,616 $ 246,239 $ 222,719 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-Based Awards [Abstract] | |
Summary of Unrecognized Stock-Based Compensation Expense and Average Remaining Vesting Period | A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows: September 30, 2023 Unrecognized Stock-Based Weighted-Average Remaining Employees and directors $ 23,197 1.17 |
Summary of Restricted Stock Activity | A summary of stock-based compensation award activity (shares) during the three months ended September 30, 2023 is as follows: RSA RSU PRSU Balance at July 1, 2023 5,099,128 227,634 1,136,315 Granted 11,828 — — Vested (55,320 ) — — Forfeited (14,622 ) — — Stock dividends — 2,113 32,197 Balance at September 30, 2023 5,041,014 229,747 (1) 1,168,512 ( 1 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings Per Share | The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Three Months Ended Nine Months Ended Basic Earnings per Share 2023 2022 2023 2022 Net income $ 12,984 $ 81,229 $ 83,469 $ 78,973 Less: Income distributed to participating securities (889 ) (546 ) (1,884 ) (1,644 ) Less: Undistributed income allocable to participating securities (1,309 ) (8,583 ) (9,619 ) (7,268 ) Net income available to common stockholders — $ 10,786 $ 72,100 $ 71,966 $ 70,061 Weighted average common shares (in thousands) 145,284 143,120 144,505 142,984 Basic earnings per share $ 0.07 $ 0.50 $ 0.50 $ 0.49 Three Months Ended Nine Months Ended Diluted Earnings per Share 2023 2022 2023 2022 Net income available to common stockholders $ 10,786 $ 72,100 $ 71,966 $ 70,061 Add back: Undistributed income allocable to participating securities 1,309 8,583 9,619 7,268 Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive (1,286 ) (8,568 ) (9,446 ) (7,257 ) Net income available to common stockholders — $ 10,809 $ 72,115 $ 72,139 $ 70,072 Weighted Average Diluted Shares (in thousands): Weighted average common shares 145,284 143,120 144,505 142,984 Dilutive effect of common stock equivalents, excluding participating securities 3,148 287 3,067 261 Weighted average diluted shares, excluding participating securities 148,432 143,407 147,572 143,245 Diluted earnings per share $ 0.07 $ 0.50 $ 0.49 $ 0.49 |
Schedule of Weighted Average Number of Shares | The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above: Three Months Ended September 30, Nine Months Ended September 30, Reconciliation of Weighted Average Diluted Shares (in thousands) 2023 2022 2023 2022 Weighted average diluted shares as disclosed on the Consolidated Statements of Operations 177,140 158,953 169,997 158,741 Less: Participating securities: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11) (14,750 ) (14,750 ) (14,750 ) (14,750 ) Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 11) (13,087 ) — (6,903 ) — Potentially dilutive restricted stock awards (871 ) (796 ) (772 ) (746 ) Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above 148,432 143,407 147,572 143,245 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of the Company’s Deferred Tax Assets | A summary of the components of the Company’s deferred tax assets at September 30, 2023 and December 31, 2022 is as follows: September 30, 2023 December 31, 2022 Deferred tax assets: Capital losses $ 19,083 $ 17,541 Accrued expenses 4,447 6,030 Unrealized losses 4,303 3,821 Stock-based compensation 1,849 1,526 NOLs—Foreign 1,482 1,609 Goodwill and intangible assets 943 1,085 Interest carryforwards 455 — Foreign currency translation adjustment 435 173 Operating lease liabilities 151 313 NOLs—U.S. 127 255 Outside basis differences 122 122 Other 382 341 Total deferred tax assets 33,779 32,816 Deferred tax liabilities: Fixed assets and prepaid assets 409 278 Unremitted earnings—European subsidiaries 203 205 Right of use assets—operating leases 151 313 Total deferred tax liabilities: 763 796 Total deferred tax assets less deferred tax liabilities 33,016 32,020 Less: Valuation allowance (23,508 ) (21,484 ) Deferred tax assets, net $ 9,508 $ 10,536 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Goodwill | The table below sets forth goodwill which is tested annually for impairment on November 30 th Total Balance at January 1, 2023 $ 85,856 Changes 985 (1) Balance at September 30, 2023 $ 86,841 (1) Business Combinations |
Schedule of Intangible Assets | The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th Balance at September 30, 2023 Item Gross Asset Accumulated Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 3,939 (405 ) 3,534 Balance at September 30, 2023 $ 605,186 $ (405 ) $ 604,781 Balance at December 31, 2022 Item Gross Asset Accumulated Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 2,370 (50 ) 2,320 Balance at December 31, 2022 $ 603,617 $ (50 ) $ 603,567 |
Schedule of Unamortized Finite-Lived Intangible Assets | As of September 30, 2023, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows: Remainder of 2023 $ 300 2024 1,265 2025 1,262 2026 656 2027 51 2028 and thereafter — Total expected amortization expense $ 3,534 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - Schedule of Depreciation and Amortization | Sep. 30, 2023 |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Software Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 89,481 | $ 132,101 |
Cash Equivalents, at Carrying Value | 329 | 930 |
European Business Segment [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Net Liquid Assets International Subsidiary Regulatory Capital Requirements | 27,844 | 25,988 |
Two Financial Institutions [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 88,240 | $ 131,104 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurements [Abstract] | |
Liquid investments, original maturities | 90 days |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities Measured at Fair Value - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | ||
Fair Value, Recurring [Member] | ||||
Recurring fair value measurements: | ||||
Cash equivalents | $ 329 | $ 930 | ||
Investments in Convertible Notes (Note 7): | ||||
Total | 115,847 | 148,590 | ||
Recurring fair value measurements: | ||||
Deferred consideration—gold payments (Note 9) | 200,290 | |||
Fair Value, Recurring [Member] | Securrency Convertible Note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 16,190 | 14,500 | ||
Fair Value, Recurring [Member] | Securrency convertible secured note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 12,925 | |||
Fair Value, Recurring [Member] | Exchange Traded Funds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 42,382 | 23,772 | ||
Fair Value, Recurring [Member] | Federal Agency [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 24,419 | 96,837 | ||
Fair Value, Recurring [Member] | US Treasury Securities [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 2,980 | |||
Fair Value, Recurring [Member] | Corporate bonds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 885 | |||
Fair Value, Recurring [Member] | WisdomTree Digital Funds [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 1,765 | |||
Fair Value, Recurring [Member] | Level 1 [Member] | ||||
Recurring fair value measurements: | ||||
Cash equivalents | 329 | 930 | ||
Investments in Convertible Notes (Note 7): | ||||
Total | 52,967 | 50,972 | ||
Recurring fair value measurements: | ||||
Deferred consideration—gold payments (Note 9) | ||||
Fair Value, Recurring [Member] | Level 1 [Member] | Securrency Convertible Note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Level 1 [Member] | Securrency convertible secured note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Level 1 [Member] | Exchange Traded Funds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 42,382 | 23,772 | ||
Fair Value, Recurring [Member] | Level 1 [Member] | Federal Agency [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 23,290 | |||
Fair Value, Recurring [Member] | Level 1 [Member] | US Treasury Securities [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 2,980 | |||
Fair Value, Recurring [Member] | Level 1 [Member] | Corporate bonds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 1 [Member] | WisdomTree Digital Funds [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | ||||
Recurring fair value measurements: | ||||
Cash equivalents | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | 26,312 | 76,197 | ||
Recurring fair value measurements: | ||||
Deferred consideration—gold payments (Note 9) | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | Securrency Convertible Note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | Securrency convertible secured note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | Exchange Traded Funds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | Federal Agency [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 24,419 | 73,547 | ||
Fair Value, Recurring [Member] | Level 2 [Member] | US Treasury Securities [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 2 [Member] | Corporate bonds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | 885 | |||
Fair Value, Recurring [Member] | Level 2 [Member] | WisdomTree Digital Funds [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 1,765 | |||
Fair Value, Recurring [Member] | Level 3 [Member] | ||||
Recurring fair value measurements: | ||||
Cash equivalents | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | 36,568 | 21,421 | ||
Recurring fair value measurements: | ||||
Deferred consideration—gold payments (Note 9) | 200,290 | |||
Fair Value, Recurring [Member] | Level 3 [Member] | Securrency Convertible Note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 16,190 | 14,500 | ||
Fair Value, Recurring [Member] | Level 3 [Member] | Securrency convertible secured note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 12,925 | |||
Fair Value, Recurring [Member] | Level 3 [Member] | Exchange Traded Funds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 3 [Member] | Federal Agency [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 3 [Member] | US Treasury Securities [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 3 [Member] | Corporate bonds [Member] | ||||
Financial instruments owned, at fair value: | ||||
Financial instruments owned, at fair value | ||||
Fair Value, Recurring [Member] | Level 3 [Member] | WisdomTree Digital Funds [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Fair Value, Recurring [Member] | Fnality Convertible Note [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 7,453 | 6,921 | ||
Fair Value, Recurring [Member] | Fnality Convertible Note [Member] | Level 1 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Fnality Convertible Note [Member] | Level 2 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | ||||
Fair Value, Recurring [Member] | Fnality Convertible Note [Member] | Level 3 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Investments in Convertible Notes | 7,453 | 6,921 | ||
Fair Value, Nonrecurring [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | 305 | |||
Fair Value, Nonrecurring [Member] | Other Investments [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | 312 | [1] | ||
Fair Value, Nonrecurring [Member] | Level 1 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | ||||
Fair Value, Nonrecurring [Member] | Level 1 [Member] | Other Investments [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [1] | |||
Fair Value, Nonrecurring [Member] | Level 2 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | ||||
Fair Value, Nonrecurring [Member] | Level 2 [Member] | Other Investments [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [1] | |||
Fair Value, Nonrecurring [Member] | Level 3 [Member] | ||||
Investments in Convertible Notes (Note 7): | ||||
Total | 305 | |||
Fair Value, Nonrecurring [Member] | Level 3 [Member] | Other Investments [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | $ 312 | [1] | ||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series A convertible preferred stock [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | ||||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series A convertible preferred stock [Member] | Level 1 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | ||||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series A convertible preferred stock [Member] | Level 2 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | ||||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series A convertible preferred stock [Member] | Level 3 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | ||||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series B convertible preferred stock [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [2] | 305 | ||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series B convertible preferred stock [Member] | Level 1 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [2] | |||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series B convertible preferred stock [Member] | Level 2 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [2] | |||
Fair Value, Nonrecurring [Member] | Securrency, Inc.—Series B convertible preferred stock [Member] | Level 3 [Member] | ||||
Non-recurring fair value measurements: | ||||
Non-recurring fair value measurements | [2] | 305 | ||
US Treasury Securities [Member] | Fair Value, Recurring [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 4,851 | |||
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 4,851 | |||
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
US Treasury Securities [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Equity Securities [Member] | Fair Value, Recurring [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 5,405 | |||
Equity Securities [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 5,405 | |||
Equity Securities [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Equity Securities [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Fixed Income Investments [Member] | Fair Value, Recurring [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 1,893 | |||
Fixed Income Investments [Member] | Fair Value, Recurring [Member] | Level 1 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
Fixed Income Investments [Member] | Fair Value, Recurring [Member] | Level 2 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | 1,893 | |||
Fixed Income Investments [Member] | Fair Value, Recurring [Member] | Level 3 [Member] | ||||
Other assets—seed capital (WisdomTree Digital Funds): | ||||
Other assets | ||||
[1]Fair value determined on May 10, 2022.[2]Fair value determined on September 30, 2023. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Beginning and Ending Balances of Recurring Fair Value Measurements Classified - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Investments in Convertible Notes (Note 7) | |||||
Beginning balance | $ 30,602 | $ 11,712 | $ 21,421 | ||
Purchases | 10,000 | 11,863 | |||
Net unrealized (gains)/Losses | [1] | 5,966 | 327 | 5,147 | 176 |
Ending balance | 36,568 | 12,039 | 36,568 | 12,039 | |
Deferred Consideration Obligation [Member] | |||||
Investments in Convertible Notes (Note 7) | |||||
Beginning balance | 242,767 | 200,290 | 228,062 | ||
Net realized losses | [2] | 4,105 | 6,069 | 13,001 | |
Net unrealized (gains)/Losses | [3] | (77,895) | (61,953) | (63,188) | |
Settlements | (4,220) | (144,406) | (13,118) | ||
Ending balance | $ 164,757 | $ 164,757 | |||
[1]Recorded in impairments and other losses, net in the Consolidated Statements of Operations.[2]Recorded as contractual gold payments expense in the Consolidated Statements of Operations.[3]Recorded as gain on revaluation/termination of deferred consideration — |
Financial Instruments Owned (De
Financial Instruments Owned (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Financial Instruments Owned at Fair Value [Member] | ||||
Debt and Equity Securities, FV-NI [Line Items] | ||||
Net trading losses | $ 1,958 | $ 6,010 | $ 648 | $ 13,922 |
Financial Instruments Owned (_2
Financial Instruments Owned (Details) - Schedule of Financial Instruments Owned - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Financial instruments owned | ||
Financial Instruments, Owned, at Fair Value | $ 78,950 | $ 126,239 |
WETF Trading Securities [Member] | ||
Financial instruments owned | ||
Financial Instruments, Owned, at Fair Value | 66,801 | 124,474 |
Other assets—seed capital (WisdomTree Digital Funds) [Member] | ||
Financial instruments owned | ||
Financial Instruments, Owned, at Fair Value | $ 12,149 | $ 1,765 |
Securities Held-to-Maturity (De
Securities Held-to-Maturity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Securities Held-to-Maturity [Abstract] | ||
Debt instruments: Pass-through GSEs (amortized cost) | $ 22 | $ 38 |
Securities Held-to-Maturity (_2
Securities Held-to-Maturity (Details) - Schedule of Securities Held-to-Maturity - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Federal Agency [Member] | ||
Schedule of Held-to-Maturity Securities [Line Items] | ||
Debt instruments: Pass-through GSEs (amortized cost) | $ 237 | $ 259 |
Securities Held-to-Maturity (_3
Securities Held-to-Maturity (Details) - Schedule of Unrealized Losses, Gains and Fair Value of Securities Held-to-Maturity - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Unrealized Losses Gains And Fair Value of Securities Held to Maturity [Abstract] | ||
Cost/amortized cost | $ 237 | $ 259 |
Gross unrealized losses | (27) | (20) |
Fair value | $ 210 | $ 239 |
Securities Held-to-Maturity (_4
Securities Held-to-Maturity (Details) - Schedule of Maturity Profile of the Securities Held-to-Maturity - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Maturity Profile of the Securities Held to Maturity [Abstract] | ||
Due within one year | ||
Due one year through five years | ||
Due five years through ten years | 23 | 27 |
Due over ten years | 214 | 232 |
Total | $ 237 | $ 259 |
Investments (Details)
Investments (Details) £ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Feb. 28, 2023 USD ($) | Feb. 28, 2023 GBP (£) | |
Investments [Line Items] | |||||
Other losses, net | $ 1,777 | ||||
Percentage of outstanding convertible note | 75 | ||||
Percentage Of Voting Approval Required To Redeem All Of The Outstanding Notes At Maturity | 50% | ||||
Percentage of voting approval required to redeem all of the outstanding notes before maturity | 75% | ||||
Unrealized gain (loss) on investments | $ (1,006) | $ (15,633) | |||
Investment in Securrency, Inc [Member] | |||||
Investments [Line Items] | |||||
Net impairment charge | $ 2,391 | $ 7,291 | |||
Fnality International Limited [Member] | |||||
Investments [Line Items] | |||||
Ownership interest percentage | 5% | 5% | |||
Maturity date (unless earlier converted, repurchased or redeemed) | Dec. 31, 2023 | ||||
Percentage of discount on future equity financing for preferred stock | 20% | 20% | |||
Unrealized gain (loss) on investments | $ (426) | $ 532 | |||
Fnality International Limited [Member] | Accounting Standard Update 201601 [Member] | |||||
Investments [Line Items] | |||||
Fair value | $ (6,863) | £ 5,000 | |||
Securrency Inc [Member] | |||||
Investments [Line Items] | |||||
Recognized an impairment on other investments | $ 312 | $ 312 |
Investments (Details) - Schedul
Investments (Details) - Schedule of Investments - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investments [Line Items] | ||
Carrying value of investment | $ 36,873 | $ 35,721 |
Cost of investment | 45,725 | 35,725 |
Securrency, Inc. Series A convertible preferred stock [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 8,488 | |
Cost of investment | 8,112 | 8,112 |
Securrency, Inc. Series B convertible preferred stock [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 305 | 5,500 |
Cost of investment | 5,500 | 5,500 |
Securrency convertible secured note [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 12,925 | |
Cost of investment | 10,000 | |
Securrency Convertible Note [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 16,190 | 14,500 |
Cost of investment | 15,000 | 15,000 |
Securrency Inc Sub Total [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 29,420 | 28,488 |
Cost of investment | 38,612 | 28,612 |
Fnality International Limited [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 7,453 | 6,921 |
Cost of investment | 6,863 | 6,863 |
Other Investments [Member] | ||
Investments [Line Items] | ||
Carrying value of investment | 312 | |
Cost of investment | $ 250 | $ 250 |
Investments (Details) - Sched_2
Investments (Details) - Schedule of Probability Ascribed to Potential Outcomes used in the PWERM - Securrency Secured Convertible Note [Member] - Fair Value, Inputs, Level 3 [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Conversion of note upon a future financing round | 95% | 85% |
Redemption of note upon a change of control | 0% | 10% |
Default | 5% | 5% |
Time to potential outcome (in years) | 0.25 | 0.25 |
Fixed Assets, net (Details) - S
Fixed Assets, net (Details) - Schedule of Fixed Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 457 | $ 544 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment | 1,058 | 962 |
Less: accumulated depreciation | $ (601) | $ (418) |
Deferred Consideration - Gold_3
Deferred Consideration - Gold Payments (Details) | May 10, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) g $ / shares | Dec. 31, 2022 USD ($) $ / shares |
Business Acquisition [Line Items] | |||
Preferred stock par value per share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Deferred consideration | $ 0 | $ 200,290 | |
Series C Redeemable Convertible Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Preferred stock shares issued (in Shares) | shares | 13,087 | ||
Preferred stock par value per share (in Dollars per share) | $ / shares | $ 0.01 | ||
Conversion of stock shares converted (in Shares) | shares | 13,087,000 | ||
Series C Redeemable Convertible Preferred Stock [Member] | Gold Bullion Holdings [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 4,371,000 | ||
Series C Redeemable Convertible Preferred Stock [Member] | Rodber Investments Limited [Member] | |||
Business Acquisition [Line Items] | |||
Cash | 45,634,000 | ||
SPA Agreement [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from sale of other assets | $ 136,903,000 | ||
ETFS Capital [Member] | |||
Business Acquisition [Line Items] | |||
Deferred consideration gold payments (in Grams) | g | 9,500 | ||
Contractual gold payments [Member] | |||
Business Acquisition [Line Items] | |||
Deferred consideration gold payments (in Grams) | g | 6,333 |
Deferred Consideration - Gold_4
Deferred Consideration - Gold Payments (Details) - Schedule of Valuation of Deferred Consideration $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Disclosure Of Valuation Of Deferred Consideration [Line Item] | |
Discount rate | 11% |
Perpetual growth rate | 1.30% |
Minimum [Member] | |
Disclosure Of Valuation Of Deferred Consideration [Line Item] | |
Forward Looking Gold Price | $ 1,858 |
Maximum [Member] | |
Disclosure Of Valuation Of Deferred Consideration [Line Item] | |
Forward Looking Gold Price | 3,126 |
Weighted Average [Member] | |
Disclosure Of Valuation Of Deferred Consideration [Line Item] | |
Forward Looking Gold Price | $ 2,237 |
Deferred Consideration - Gold_5
Deferred Consideration - Gold Payments (Details) - Schedule of Deferred Consideration - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Deferred Consideration [Abstract] | ||||
Contractual gold payments | $ 4,105 | $ 6,069 | $ 13,001 | |
Contractual gold payments—gold ounces paid | 2,375 | 3,167 | 7,125 | |
Gain on revaluation/termination of deferred consideration—gold payments | $ 77,895 | $ 61,953 | $ 63,188 |
Convertible Notes (Details)
Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 14, 2023 USD ($) $ / shares shares | Jun. 14, 2021 USD ($) $ / shares shares | Aug. 13, 2020 USD ($) $ / shares | Jun. 16, 2020 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 15, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Convertible Senior Notes [Line Items] | ||||||||
Principal amount (in Dollars) | $ 150,000 | $ 280,000 | $ 280,000 | $ 325,000 | ||||
Long-term debt, percentage Bearing fixed interest, percentage rate | 4.25% | |||||||
Loss on extinguishment of debt (in Dollars) | $ (9,721) | |||||||
Common stock, shares issued (in Shares) | shares | 150,335,000 | 150,335,000 | 146,517,000 | |||||
Interest expense on the convertible notes (in Dollars) | $ 3,734 | $ 11,199 | ||||||
Accounts Payable and Accrued Liabilities [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Interest payable (in Dollars) | 2,391 | $ 2,391 | $ 621 | |||||
Convertible Senior Notes due 2028 [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Principal amount (in Dollars) | $ 130,000 | |||||||
Long-term debt, percentage Bearing fixed interest, percentage rate | 5.75% | |||||||
Convertible Senior Notes due 2026 [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Principal amount (in Dollars) | $ 150,000 | |||||||
Long-term debt, percentage Bearing fixed interest, percentage rate | 3.25% | |||||||
Trading days | 20 | 20 | 20 | 20 | ||||
Sale price as a percentage of conversion price | 130% | 130% | 130% | 130% | ||||
Redemption price equal percentage | 100% | 100% | 100% | 100% | ||||
Maximum conversion rate | 167.7853 | |||||||
Convertible Senior Notes Due Two Thousand And Twenty Three [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Principal amount (in Dollars) | $ 25,000 | 280,000 | $ 280,000 | |||||
Long-term debt, percentage Bearing fixed interest, percentage rate | 4.25% | |||||||
Debt Instrument, Price of Principal | 101% | |||||||
Consecutive trading days | 30 | 30 | 30 | 30 | ||||
Aggregate principal amount, percentage | 25% | |||||||
Interest expense on the convertible notes (in Dollars) | $ 3,461 | $ 11,484 | ||||||
Convertible Senior Notes [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Conversion price (in Dollars per share) | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | ||
Trading days | 20 | 20 | 20 | 20 | ||||
Consecutive trading days | 30 | 30 | 30 | 30 | ||||
Sale price as a percentage of conversion price | 130% | 130% | 130% | 130% | ||||
Measurement days | 5 days | |||||||
Measurement period for determining share price | 10 days | |||||||
Convertible note per lot | 1,000 | 1,000 | 1,000 | 1,000 | ||||
Parentage of sale and conversion price | 98% | 98% | 98% | 98% | ||||
Redemption price equal percentage | 100% | 100% | 100% | 100% | ||||
Maximum conversion rate | 144.9275 | |||||||
Number of shares issuable upon conversion (in Shares) | shares | 43,551,214 | 43,551,214 | ||||||
Two Thousand And Twenty Notes [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Principal amount (in Dollars) | $ 115,000 | $ 115,000 | 175,000 | |||||
Loss on extinguishment of debt (in Dollars) | 9,721 | |||||||
Cash (in Dollars) | $ 59,955 | |||||||
Common stock, shares issued (in Shares) | shares | 1,037,288 | |||||||
Fair Value, Inputs, Level 2 [Member] | Convertible Senior Notes Due Two Thousand And Twenty Three [Member] | ||||||||
Convertible Senior Notes [Line Items] | ||||||||
Fair value of the convertible notes (in Dollars) | $ 282,486 | $ 282,486 | $ 320,513 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of Key Terms of Convertible Notes - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
2023 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding (in Dollars) | $ 130,000 | |
Maturity date (unless earlier converted, repurchased or redeemed) | Aug. 15, 2028 | |
Interest rate | 5.75% | |
Conversion price | $ 9.54 | |
Conversion rate (in Shares) | 104.8658 | |
Redemption price | $ 12.4 | |
2021 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal outstanding (in Dollars) | $ 150,000 | $ 150,000 |
Maturity date (unless earlier converted, repurchased or redeemed) | Jun. 15, 2026 | |
Interest rate | 3.25% | |
Conversion price | $ 11.04 | |
Conversion rate (in Shares) | 90.5797 | |
Redemption price | $ 14.35 |
Convertible Notes (Details) -_2
Convertible Notes (Details) - Schedule of Convertible Notes - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Jun. 16, 2020 | ||
Debt Instrument [Line Items] | ||||
Principal amount | $ 280,000 | $ 325,000 | $ 150,000 | |
Plus: Premium | 250 | |||
Gross proceeds | 280,000 | 325,250 | ||
Less: Unamortized issuance costs | (5,486) | (4,034) | ||
Carrying amount | $ 274,514 | $ 321,216 | ||
Effective interest rate | [1] | 4.96% | 4.60% | |
2023 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 130,000 | |||
Plus: Premium | ||||
Gross proceeds | 130,000 | |||
Less: Unamortized issuance costs | (3,147) | |||
Carrying amount | $ 126,853 | |||
Effective interest rate | [1] | 6.25% | ||
2021 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 150,000 | $ 150,000 | ||
Plus: Premium | ||||
Gross proceeds | 150,000 | 150,000 | ||
Less: Unamortized issuance costs | (2,339) | (2,981) | ||
Carrying amount | $ 147,661 | $ 147,019 | ||
Effective interest rate | [1] | 3.83% | 3.83% | |
2020 Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 115,000 | $ 175,000 | ||
Plus: Premium | 250 | |||
Gross proceeds | 175,250 | |||
Less: Unamortized issuance costs | (1,053) | |||
Carrying amount | $ 174,197 | |||
Effective interest rate | [1] | 5.26% | ||
[1]Includes amortization of the issuance costs and premium. |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | May 09, 2023 | Dec. 31, 2022 | Apr. 10, 2018 | |
Class of Stock [Line Items] | |||||
Beneficially own percentage | 9.99% | ||||
Fair value of this consideration | $ 132,750 | ||||
Outstanding common stock | 4.99% | ||||
Beneficial ownership interest | 5% | ||||
Excess over par value | $ 45 | ||||
Issuance costs | 97 | ||||
Common Stock Including Additional Paid in Capital [Member] | |||||
Class of Stock [Line Items] | |||||
Excess over par value | 86,801 | ||||
Issuance costs | 97 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Redemption value | $ 105,090 | $ 77,969 | |||
Series C Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Convertible common stock (in Shares) | 0 | ||||
SPA Agreement [Member] | Series C Redeemable Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Fair value of this consideration | $ 86,898 | ||||
Convertible preferred stock (in Shares) | 13,087,000 | ||||
Convertible common stock (in Shares) | 13,087,000 | ||||
Per share (in Dollars per share) | $ 6.64 | ||||
Acquisition of Etfs Business [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Issued shares (in Shares) | 14,750 | ||||
Acquisition of Etfs Business [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Convertible common stock (in Shares) | 14,750,000 | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock per share (in Dollars per share) | $ 9 |
Preferred Stock (Details) - Sum
Preferred Stock (Details) - Summary of Series A Preferred Stock Balance - Series A Preferred Stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Preferred Units [Line Items] | ||
Issuance of Series A Preferred Stock | $ 132,750 | $ 132,750 |
Less: Issuance costs | (181) | (181) |
Series A Preferred Stock—carrying value | $ 132,569 | $ 132,569 |
Cash dividends declared per share (quarterly) (in Dollars per share) | $ 0.03 | $ 0.03 |
Leases (Details) - Schedule for
Leases (Details) - Schedule for Summary of Additional Information Related to Operating Lease - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lease cost | ||||
Operating lease cost | $ 324 | $ 316 | $ 963 | $ 648 |
Short-term lease cost | 70 | 296 | 191 | 856 |
Total lease cost | 394 | 612 | 1,154 | 1,504 |
Other information | ||||
Cash paid for amounts included in the measurement of operating liabilities (operating leases) | 301 | 296 | 955 | 644 |
Right-of-use assets obtained in exchange for new operating lease liabilities | ||||
Weighted-average remaining lease term (in years)—operating leases | 8 months 12 days | 1 year 6 months | 8 months 12 days | 1 year 6 months |
Weighted-average discount rate—operating leases | 6% | 6.30% | 6% | 6.30% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Future Minimum Lease Payments $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule of Future Minimum Lease Payments [Abstract] | |
Remainder of 2023 | $ 328 |
2024 | 577 |
2025 and thereafter | |
Total future minimum lease payments (undiscounted) | $ 905 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Reconciliation of Future Minimum Lease Payments to Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Reconciliation of Future Minimum Lease Payments to Balance Sheet [Abstract] | ||
Lease liability—short term | $ 889 | $ 1,125 |
Difference between undiscounted and discounted cash flows | 16 | |
Total future minimum lease payments (undiscounted) | $ 905 |
Contingencies (Details)
Contingencies (Details) € in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2023 USD ($) | Jul. 31, 2023 EUR (€) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 EUR (€) | |
Contingencies [Abstract] | ||||
Loss contingency acrual | $ 8,891 | € 8,400 | $ 16,723 | € 15,200 |
Amount of Deductible | $ 500 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - Schedule of Information about Variable Interests - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Amount—Assets (Securrency): | ||
Total assets | $ 951,824 | $ 1,033,819 |
Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | ||
Carrying Amount—Assets (Securrency): | ||
Total assets | 29,420 | 28,488 |
Other Investments [Member] | ||
Carrying Amount—Assets (Securrency): | ||
Preferred stock—Securrency Series A Shares | 312 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Carrying Amount—Assets (Fnality): | ||
Maximum exposure to loss | 36,873 | 35,721 |
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Investments [Member] | ||
Carrying Amount—Assets (Securrency): | ||
Total assets | 36,873 | 35,721 |
Securrency Inc [Member] | ||
Carrying Amount—Assets (Securrency): | ||
Preferred stock—Securrency Series A Shares | 8,488 | |
Preferred stock—Securrency Series B Shares | 305 | 5,500 |
Secured convertible note | 12,925 | |
Convertible note | 16,190 | 14,500 |
Fnality International Limited [Member] | ||
Carrying Amount—Assets (Fnality): | ||
Equity Method Investments | $ 7,453 | $ 6,921 |
Revenues from Contracts with _3
Revenues from Contracts with Customers (Details) - Schedule of Revenues from Contracts with Customers - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Revenues from Contracts with Customers [Line Items] | ||||
Total operating revenues | $ 90,423 | $ 72,414 | $ 258,191 | $ 228,035 |
Advisory fees [Member] | ||||
Schedule of Revenues from Contracts with Customers [Line Items] | ||||
Total operating revenues | 86,598 | 70,616 | 246,239 | 222,719 |
Other [Member] | ||||
Schedule of Revenues from Contracts with Customers [Line Items] | ||||
Total operating revenues | $ 3,825 | $ 1,798 | $ 11,952 | $ 5,316 |
Revenues from Contracts with _4
Revenues from Contracts with Customers (Details) - Schedule of Geographic Distribution of Revenues - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from contracts with customers: | ||||
Revenues | $ 90,423 | $ 72,414 | $ 258,191 | $ 228,035 |
United States | ||||
Revenues from contracts with customers: | ||||
Revenues | 57,988 | 45,263 | 160,477 | 137,299 |
Jersey | ||||
Revenues from contracts with customers: | ||||
Revenues | 28,196 | 23,702 | 86,407 | 80,111 |
Ireland | ||||
Revenues from contracts with customers: | ||||
Revenues | $ 4,239 | $ 3,449 | $ 11,307 | $ 10,625 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 10, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Net gains (losses) related to certain WisdomTree ETFs | $ (591) | $ (489) | $ 250 | $ (1,608) | ||
Payment made for contractual obligation | $ 45,634 | |||||
WisdomTree Products [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investments | 54,259 | 54,259 | $ 25,283 | |||
WisdomTree Products [Member] | Affiliated Blockchain Enabled Funds [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Investments | $ 12,149 | $ 12,149 | $ 1,765 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Accounts Receivable from Related Parties - Related Party [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | $ 32,315 | $ 24,139 |
WisdomTree Trust [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 19,123 | 16,399 |
Manjer Issuers [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 9,024 | 4,485 |
Wisdomtree Multi Asset Issuer plc And Wisdomtree issuer icav [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | $ 4,168 | $ 3,255 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Revenues from Advisory Services Provided to Related Parties - Advisory Services [Member] - Related Party [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | $ 86,598 | $ 70,616 | $ 246,239 | $ 222,719 |
WisdomTree Trust [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 57,656 | 45,112 | 159,595 | 136,852 |
Manjer Issuers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 24,703 | 22,055 | 75,337 | 75,242 |
Wisdomtree Multi Asset Issuer plc And Wisdomtree issuer icav [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | $ 4,239 | $ 3,449 | $ 11,307 | $ 10,625 |
Stock-Based Awards (Details)
Stock-Based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 15, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock issued (in Shares) | 16,000,000 | ||||
Stock option issuance period | 10 years | ||||
Year of service | 1 year | ||||
Stock-based compensation expense (in Dollars) | $ 3,916 | $ 2,454 | $ 12,422 | $ 7,822 | |
Performance Based Restricted Stock Unit [Member] | Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 0% | ||||
Performance Based Restricted Stock Unit [Member] | Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 200% | ||||
Below Twenty Fifth Percentile [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 0% | ||||
At Twenty Fifth Percentile [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 50% | ||||
At Fifty Percentile [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 100% | ||||
At 85th Percentile For Grants Made In 2021 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 200% | ||||
Vesting Capped If TsrIs Negative [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares granted and outstanding, vesting percentage | 100% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Deferred RSUs that have vested (in Shares) | 77,774 |
Stock-Based Awards (Details) -
Stock-Based Awards (Details) - Summary of Unrecognized Stock-Based Compensation Expense and Average Remaining Vesting Period - Employees And Directors [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unrecognized Stock-Based Compensation | $ 23,197 |
Weighted-Average Remaining Vesting Period (Years) | 1 year 2 months 1 day |
Stock-Based Awards (Details) _2
Stock-Based Awards (Details) - Summary of Restricted Stock Activity | 3 Months Ended | |
Sep. 30, 2023 shares | ||
RSA [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning Balance | 5,099,128 | |
Ending Balance | 5,041,014 | |
Granted | 11,828 | |
Vested | (55,320) | |
Forfeited | (14,622) | |
Stock dividends | ||
RSU [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning Balance | 227,634 | |
Ending Balance | 229,747 | [1] |
Granted | ||
Forfeited | ||
Stock dividends | 2,113 | |
PRSU [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning Balance | 1,136,315 | |
Ending Balance | 1,168,512 | |
Granted | ||
Vested | ||
Forfeited | ||
Stock dividends | 32,197 | |
[1]Includes 77,774 deferred RSUs that have vested. |
Stockholder Rights Plan (Detail
Stockholder Rights Plan (Details) - $ / shares | 9 Months Ended | ||
Mar. 17, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Number of preferred stock purchase right issued for outstanding stock (in Shares) | 1,000 | ||
Common stock, par or stated value per share (in Dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, par or stated value per share (in Dollars per share) | $ 0.01 | $ 0.01 | |
Percentage of assets sold | 50% | ||
Stockholder Right Agreement [Member] | |||
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Number of preferred stock purchase right issued for outstanding stock (in Shares) | 1,000,000 | ||
Number of shares issued per unit (in Shares) | 1 | ||
Exercise price per unit (in Dollars per share) | $ 32 | ||
Percentage of common stock acquired | 20% | ||
Stockholder Right Agreement [Member] | Common Stock [Member] | |||
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Common stock, par or stated value per share (in Dollars per share) | 0.01 | $ 0.01 | |
Stockholder Right Agreement [Member] | Minimum [Member] | |||
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Percentage of beneficial equity interest acquired on rights issued | 10% | ||
Percentage of beneficial interest acquired on rights issued | 10% | ||
Percentage of beneficial ownership | 10% | ||
Stockholder Right Agreement [Member] | Maximum [Member] | |||
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Percentage of equity interest acquired with affiliates and joint ventures | 20% | ||
Percentage of beneficial interest acquired on rights issued | 20% | ||
Percentage of beneficial ownership | 20% | ||
Stockholder Right Agreement [Member] | Series A Non Voting Convertible Preferred Stock [Member] | |||
Disclosure Of Stockholder Rights Plan [Line Items] | |||
Preferred stock, par or stated value per share (in Dollars per share) | $ 0.01 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive non-participating common stock equivalents excluded from the calculation of diluted earnings per share | 483 | 410 |
Potential common shares associated with the conversion option embedded in the convertible notes | 627,000 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of Reconciliation of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 12,984 | $ 81,229 | $ 83,469 | $ 78,973 |
Less: Income distributed to participating securities | (889) | (546) | (1,884) | (1,644) |
Less: Undistributed income allocable to participating securities | (1,309) | (8,583) | (9,619) | (7,268) |
Net income available to common stockholders—Basic EPS | 10,786 | 72,100 | 71,966 | 70,061 |
Add back: Undistributed income allocable to participating securities | 1,309 | 8,583 | 9,619 | 7,268 |
Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive | $ (1,286) | $ (8,568) | $ (9,446) | $ (7,257) |
Weighted average common shares (in Shares) | 145,284 | 143,120 | 144,505 | 142,984 |
Dilutive effect of common stock equivalents, excluding participating securities (in Shares) | 3,148 | 287 | 3,067 | 261 |
Weighted average diluted shares, excluding participating securities (in thousands) (in Shares) | 148,432 | 143,407 | 147,572 | 143,245 |
Diluted earnings per share (in Dollars per share) | $ 0.07 | $ 0.5 | $ 0.49 | $ 0.49 |
Basic earnings per share (in Dollars per share) | $ 0.07 | $ 0.5 | $ 0.5 | $ 0.49 |
Net income available to common stockholders | $ 10,786 | $ 72,100 | $ 71,966 | $ 70,061 |
Net income available to common stockholders—Diluted EPS | $ 10,809 | $ 72,115 | $ 72,139 | $ 70,072 |
Earnings Per Share (Details) _2
Earnings Per Share (Details) - Schedule of Weighted Average Number of Shares - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Line Items] | ||||
Weighted average diluted shares as disclosed on the Consolidated Statements of Operations | 177,140 | 158,953 | 169,997 | 158,741 |
Less: Participating securities: | ||||
Potentially dilutive restricted stock awards | (871) | (796) | (772) | (746) |
Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above | 148,432 | 143,407 | 147,572 | 143,245 |
Series A Preferred Stock [Member] | ||||
Less: Participating securities: | ||||
Weighted average shares of common stock issuable upon conversion of the Series Preferred Stock (Note 11) | (14,750) | (14,750) | (14,750) | (14,750) |
Series C Preferred Stock [Member] | ||||
Less: Participating securities: | ||||
Weighted average shares of common stock issuable upon conversion of the Series Preferred Stock (Note 11) | (13,087) | (6,903) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Schedule Of Income Tax [Line Items] | |||||
Income tax rate, percentage | 31% | 3.90% | 11.40% | 15.70% | |
Income tax expense | $ 5,836 | $ 3,327 | $ 10,774 | $ (10,713) | |
Federal statutory tax rate, percentage | 21% | 21% | 21% | 21% | |
Capital losses | $ 19,083 | $ 19,083 | $ 17,541 | ||
Tax of carried forward | 1,482 | ||||
Deferred tax liabilities undistributed earnings of foreign subsidaries | 203 | 203 | $ 205 | ||
Unrecognized Tax Benefits Including Interest And Penalties [Member] | |||||
Schedule Of Income Tax [Line Items] | |||||
Unrecognized tax benefits | $ 1,353 | $ 19,897 | $ 1,353 | $ 19,897 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of the Company’s Deferred Tax Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Capital losses | $ 19,083 | $ 17,541 |
Accrued expenses | 4,447 | 6,030 |
Unrealized losses | 4,303 | 3,821 |
Stock-based compensation | 1,849 | 1,526 |
NOLs—Foreign | 1,482 | 1,609 |
Goodwill and intangible assets | 943 | 1,085 |
Interest carryforwards | 455 | |
Foreign currency translation adjustment | 435 | 173 |
Operating lease liabilities | 151 | 313 |
NOLs—U.S. | 127 | 255 |
Outside basis differences | 122 | 122 |
Other | 382 | 341 |
Total deferred tax assets | 33,779 | 32,816 |
Deferred tax liabilities: | ||
Fixed assets and prepaid assets | 409 | 278 |
Unremitted earnings—European subsidiaries | 203 | 205 |
Right of use assets—operating leases | 151 | 313 |
Total deferred tax liabilities: | 763 | 796 |
Total deferred tax assets less deferred tax liabilities | 33,016 | 32,020 |
Less: Valuation allowance | (23,508) | (21,484) |
Deferred tax assets, net | $ 9,508 | $ 10,536 |
Shares Repurchased (Details)
Shares Repurchased (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 22, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||||
Repurchased common stock value | $ 30 | $ 24 | $ 3,570 | $ 3,418 | |
Three Year Share Repurchase Program [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program period in force | 3 years | ||||
Stock repurchase program period in force date | Apr. 27, 2025 | ||||
Shares repurchased during period shares (in Shares) | 4,566 | 4,567 | 635,653 | 593,261 | |
Dollar amount remaining available for future share repurchases | $ 96,406 | $ 96,406 | |||
Minimum [Member] | Three Year Share Repurchase Program [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock purchase authorized amount | $ 85,709 | ||||
Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock purchase authorized amount | $ 100,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 11, 2018 | |
Goodwill [Line Items] | |||||
Goodwill | $ 86,841 | $ 86,841 | $ 85,856 | ||
Intangible assets, net | $ 604,781 | $ 604,781 | $ 603,567 | ||
Software Development [Member] | |||||
Goodwill [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | 3 years | |||
Amortization of goodwill and intangible assets | $ 249 | $ 355 | |||
Finite lived intangible assets remaining useful lives | 2 years 8 months 12 days | 2 years 8 months 12 days | |||
Securrency [Member] | |||||
Goodwill [Line Items] | |||||
Percentage of equity interest Acquired | 100% | ||||
Aggregate purchase price | $ 985 | ||||
Goodwill | $ 86,841 | $ 86,841 | |||
Goodwill not deductible for tax purposes | $ 85,042 | $ 85,042 | |||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Goodwill [Line Items] | |||||
Acquisition completion date | Apr. 11, 2018 | ||||
Acquisition of Etfs Business [Member] | |||||
Goodwill [Line Items] | |||||
Intangible assets, net | $ 601,247 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details) - Schedule of Goodwill - Reportable Subsegments [Member] $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Goodwill [Line Items] | ||
Beginning balance | $ 85,856 | |
Ending balance | 86,841 | |
Changes | $ 985 | [1] |
[1]On April 11, 2023, the Company acquired 100% of the equity interests of Securrency Transfers, Inc. (renamed WisdomTree Transfers, Inc.) for an aggregate purchase price of $985 (net of cash acquired). The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Gross Asset | $ 605,186 | $ 603,617 |
Accumulated Amortization | (405) | (50) |
Net Asset | 604,781 | 603,567 |
ETFS acquisition [Member] | ||
Goodwill [Line Items] | ||
Gross Asset | 601,247 | 601,247 |
Accumulated Amortization | ||
Net Asset | 601,247 | 601,247 |
Software development [Member] | ||
Goodwill [Line Items] | ||
Gross Asset | 3,939 | 2,370 |
Accumulated Amortization | (405) | (50) |
Net Asset | $ 3,534 | $ 2,320 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Details) - Schedule of Unamortized Finite-Lived Intangible Assets $ in Thousands | Sep. 30, 2023 USD ($) |
Schedule Of Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
Remainder of 2023 | $ 300 |
2024 | 1,265 |
2025 | 1,262 |
2026 | 656 |
2027 | 51 |
2028 and thereafter | |
Total expected amortization expense | $ 3,534 |
Contingent Payments (Details)
Contingent Payments (Details) - Wisdomtree Asset Management Canada Inc [Member] $ in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 19, 2020 USD ($) | Feb. 19, 2020 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Feb. 19, 2020 CAD ($) | |
Contingent Payments [Line Items] | |||||
Cash received at closing | $ 2,774 | $ 3,720 | |||
Gain on contingent payment | $ 0 | $ 1,477 | |||
Maximum [Member] | |||||
Contingent Payments [Line Items] | |||||
Additional cash consideration | 2,360 | $ 3,000 | |||
Minimum [Member] | |||||
Contingent Payments [Line Items] | |||||
Additional cash consideration | $ 1,477 | $ 2,000 |