Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A “Risk Factors” in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2020. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Executive Summary
Introduction
We are the only publicly-traded asset management company that focuses exclusively on exchange-traded products, or ETPs, and are a leading global ETP sponsor based on assets under management, or AUM, with AUM of $73.9 billion globally as of June 30, 2021. An ETP is a pooled investment vehicle that holds a basket of securities, financial instruments or other assets and generally seeks to track (index-based) or outperform (actively managed) the performance of a broad or specific equity, fixed income or alternatives market segment, commodity or currency (or an inverse or multiple thereof). ETPs are listed on an exchange with their shares traded in the secondary market at market prices, generally at approximately the same price as the net asset value of their underlying components. ETP is an umbrella term that includes exchange-traded funds, or ETFs, exchange-traded notes and exchange-traded commodities.
Our family of ETPs includes products that track our own indexes, third-party indexes and market prices of commodities. We also offer actively managed products. Most of our equity-based funds employ a fundamentally weighted investment methodology, which weights securities based on factors such as dividends, earnings or investment factors, whereas most other industry indexes use a capitalization weighted methodology. We distribute our products through all major channels in the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers primarily through our sales force. Our sales efforts are not primarily directed towards the retail segment but rather are directed towards financial advisers that act as intermediaries between the end-client
and us or institutional investors.
We focus on creating products for investors that offer thoughtful innovation, smart engineering and redefined investing. We have launched many first-to-market
products and pioneered alternative weighting we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost-effective funds that are built to perform.
Through our operating subsidiaries, we provide investment advisory and other management services to our ETPs collectively offering products covering equity, commodity, fixed income, leveraged and inverse, currency, cryptocurrency and alternative strategies. In exchange for providing these services, we receive advisory fee revenues based on a percentage of the ETPs’ average daily AUM. Our expenses are predominantly related to selling, operating and marketing our products. We have contracted with third parties to provide certain operational services for the ETPs.
We strive to deliver a better investing experience through innovative solutions. Continued investments in technology-enabled and research-driven solutions and our Advisor Solutions program, which includes portfolio construction, asset allocation, practice management services and digital tools for financial advisors, are meant to differentiate us in the market, expand our distribution and further enhance our relationships with financial advisors.
We were incorporated under the laws of the state of Delaware on September 19, 1985 as Financial Data Systems, Inc. and ultimately renamed WisdomTree Investments, Inc. on September 6, 2005.
Digital Assets – Developments
We are executing on our digital assets initiative and have made meaningful advancements. We filed for the WisdomTree Bitcoin Trust (the approval for stock exchange listing has recently been delayed), the WisdomTree Ethereum Trust and the WisdomTree Digital Short-Term Treasury Fund with the SEC, among other regulatory and product related digital asset advancements which we expect to communicate in the future. We cross-listed our European-domiciled WisdomTree Bitcoin ETP, or BTCW, in Germany, appointed Coinbase Custody as a custodian and received approval to passport BTCW in the European Union, or EU, allowing for a wider audience to access and invest in the product. We launched a physically backed Ethereum ETP in Europe, which is also passported across the EU. We also recently invested in Securrency, Inc.’s Series B funding round, as we believe their team is uniquely suited to lead in blockchain-based financial and regulatory technology going forward. These initiatives were undertaken in our pursuit to establish ourselves as a leader in this space.
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Assets Under Management
WisdomTree ETPs
We offer ETPs covering equity, commodity, fixed income, leveraged and inverse, currency, cryptocurrency and alternative strategies. The chart below sets forth the asset mix of our ETPs at June 30, 2020, March 31, 2021 and June 30, 2021:
Market Environment
During the second quarter of 2021, global equity markets advanced upon the acceleration of the rollout of COVID-19
vaccines. Rebounds in economic activity contributed to inflationary concerns and lower government bond yields. Gold prices also increased modestly during the quarter.
The S&P 500 rose 8.6%, MSCI EAFE (local currency) rose 5.0%, MSCI Emerging Markets Index (U.S. dollar) rose 5.1%, and gold prices rose 4.3% during the second quarter of 2021. In addition, the European and Japanese equities markets both appreciated with the MSCI EMU Index and MSCI Japan Index increasing 6.2% and 0.2%, respectively, in local currency terms for the quarter. Also, the U.S. dollar weakened 1.4%, 0.7% and 0.2% versus the euro, British pound and Japanese yen, respectively, during the quarter.
U.S. listed ETF Industry Flows
U.S. listed ETF industry net flows for the three months ended June 30, 2021 were $220.3 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
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European ETP Industry Flows
European ETP industry net flows were $52.5 billion for the three months ended June 30, 2021. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
Our Operating and Financial Results
We operate as an ETP sponsor and asset manager providing investment advisory services globally through our subsidiaries in the United States and Europe.
U.S. Listed ETFs
Our U.S. listed ETFs’ AUM increased from $42.2 billion at March 31, 2021 to $45.1 billion at June 30, 2021 due to market appreciation and net inflows.
European Listed ETPs
Our European listed ETPs’ AUM increased from $27.4 billion at March 31, 2021 to $28.8 billion at June 30, 2021 due to market appreciation.
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Consolidated Operating Results
The following table sets forth our revenues and net income/(loss) for the most recent five quarters:
•
Revenues
– We recorded operating revenues of $77.6 million during the three months ended June 30, 2021, up 33.5% from the three months ended June 30, 2020 due to higher average global AUM arising from market appreciation and net inflows.
•
Operating Expenses
– Total operating expenses increased 16.4% from the three months ended June 30, 2020 to $53.9 million primarily due to higher incentive compensation and headcount, fund management and administration costs, marketing expenses, third-party distribution fees and professional fees.
•
Other Income/(Expenses)
– Other income/(expenses) includes interest income and interest expense, gains/(losses) on revaluation of deferred consideration – gold payments, impairments and other gains and losses. For the three months ended June 30, 2021 and 2020, the gains/(losses) on revaluation of deferred consideration – gold payments were $0.5 million and ($23.4) million, respectively.
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•
Net income/(loss)
– We reported net income of $17.6 million during the three months ended June 30, 2021, compared to a net loss of ($13.3) million during the three months ended June 30, 2020. The change in net income/(loss) was impacted by the change in revenue and expenses described above and a favorable change related to the revaluation of deferred consideration – gold payments of $23.9 million.
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Key Operating Statistics
The following table presents key operating statistics that serve as indicators for the performance of our business:
Three Months Ended
Six Months Ended
June 30,
2021
March 31,
2021
June 30,
2020
June 30,
2021
June 30,
2020
GLOBAL ETPs (in millions)
Beginning of period assets
$
69,537
$
67,392
$
50,347
$
67,392
$
63,615
Assets sold
—
—
—
—
(778
)
Inflows/(outflows)
931
1,279
126
2,210
(410
)
Market appreciation/(depreciation)
3,484
866
7,489
4,350
(4,445
)
Fund closures
(4
)
—
(296
)
(4
)
(316
)
End of period assets
$
73,948
$
69,537
$
57,666
$
73,948
$
57,666
Average assets during the period
$
73,658
$
69,589
$
55,746
$
71,623
$
57,943
Average ETP advisory fee during the period
0.41
%
0.42
%
0.41
%
0.42
%
0.42
%
Revenue days
91
90
91
181
182
Number of ETPs—end of period
318
313
311
318
311
U.S. LISTED ETFs (in millions)
Beginning of period assets
$
42,163
$
38,517
$
28,920
$
38,517
$
40,600
Inflows/(outflows)
1,130
1,343
(1,474
)
2,473
(2,747
)
Market appreciation/(depreciation)
1,836
2,303
4,030
4,139
(6,367
)
Fund closures
—
—
(114
)
—
(124
)
End of period assets
$
45,129
$
42,163
$
31,362
$
45,129
$
31,362
Average assets during the period
$
44,183
$
40,706
$
30,651
$
42,444
$
33,802
Average ETF advisory fee during the period
0.40
%
0.40
%
0.41
%
0.40
%
0.42
%
Number of ETFs – end of the period
73
68
67
73
67
EUROPEAN LISTED ETPs (in millions)
Beginning of period assets
$
27,374
$
28,875
$
21,427
$
28,875
$
23,015
Assets sold
—
—
—
—
(778
)
Inflows/(outflows)
(199
)
(64
)
1,600
(263
)
2,337
Market appreciation/(depreciation)
1,648
(1,437
)
3,459
211
1,922
Fund closures
(4
)
—
(182
)
(4
)
(192
)
End of period assets
$
28,819
$
27,374
$
26,304
$
28,819
$
26,304
Average assets during the period
$
29,475
$
28,883
$
25,095
$
29,179
$
24,141
Average ETP advisory fee during the period
0.43
%
0.44
%
0.41
%
0.43
%
0.41
%
Number of ETPs—end of period
245
245
244
245
244
PRODUCT CATEGORIES (in millions)
Commodity & Currency
Beginning of period assets
$
23,657
$
25,879
$
19,818
$
25,879
$
20,074
Inflows/(outflows)
(318
)
(660
)
1,308
(978
)
1,895
Market appreciation/(depreciation)
1,433
(1,562
)
3,120
(129
)
2,277
End of period assets
$
24,772
$
23,657
$
24,246
$
24,772
$
24,246
Average assets during the period
$
25,577
$
25,296
$
23,048
$
25,437
$
21,723
U.S. Equity
Beginning of period assets
$
20,019
$
18,367
$
12,151
$
18,367
$
17,732
Inflows/(outflows)
199
218
(241
)
417
(526
)
Market appreciation/(depreciation)
1,076
1,434
2,087
2,510
(3,209
)
End of period assets
$
21,294
$
20,019
$
13,997
$
21,294
$
13,997
Average assets during the period
$
20,989
$
19,320
$
13,324
$
20,154
$
14,672
Emerging Market Equity
Beginning of period assets
$
10,477
$
8,539
$
4,600
$
8,539
$
6,400
Inflows/(outflows)
529
1,662
(25
)
2,191
44
Market appreciation/(depreciation)
511
276
838
787
(1,031
)
End of period assets
$
11,517
$
10,477
$
5,413
$
11,517
$
5,413
Average assets during the period
$
11,010
$
9,875
$
5,131
$
10,443
$
5,525
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Three Months Ended
Six Months Ended
June 30,
2021
March 31,
2021
June 30,
2020
June 30,
2021
June 30,
2020
International Developed Market Equity
Beginning of period assets
$
9,991
$
9,414
$
8,659
$
9,414
$
13,011
Inflows/(outflows)
397
17
(965
)
414
(2,062
)
Market appreciation/(depreciation)
405
560
1,145
965
(2,110
)
End of period assets
$
10,793
$
9,991
$
8,839
$
10,793
$
8,839
Average assets during the period
$
10,529
$
9,796
$
8,780
$
10,162
$
10,117
Fixed Income
Beginning of period assets
$
3,261
$
3,324
$
3,527
$
3,324
$
3,585
Inflows/(outflows)
168
10
(53
)
178
(32
)
Market appreciation/(depreciation)
28
(73
)
56
(45
)
(23
)
End of period assets
$
3,457
$
3,261
$
3,530
$
3,457
$
3,530
Average assets during the period
$
3,354
$
3,253
$
3,523
$
3,303
$
3,588
Leveraged & Inverse
Beginning of period assets
$
1,521
$
1,478
$
896
$
1,478
$
1,138
Inflows/(outflows)
(2
)
(5
)
311
(7
)
323
Market appreciation/(depreciation)
173
48
138
221
(116
)
End of period assets
$
1,692
$
1,521
$
1,345
$
1,692
$
1,345
Average assets during the period
$
1,666
$
1,555
$
1,164
$
1,611
$
1,152
Cryptocurrency
Beginning of period assets
$
377
$
168
$
5
$
168
$
1
Inflows/(outflows)
8
36
8
44
13
Market appreciation/(depreciation)
(156
)
173
2
17
1
End of period assets
$
229
$
377
$
15
$
229
$
15
Average assets during the period
$
300
$
264
$
11
$
282
$
7
Alternatives
Beginning of period assets
$
227
$
214
$
244
$
214
$
358
Inflows/(outflows)
(44
)
—
(29
)
(44
)
(95
)
Market appreciation/(depreciation)
11
13
10
24
(38
)
End of period assets
$
194
$
227
$
225
$
194
$
225
Average assets during the period
$
228
$
223
$
226
$
225
$
277
Closed ETPs
Beginning of period assets
$
7
$
9
$
447
$
9
$
1,316
Assets sold
—
—
—
—
(778
)
Inflows/(outflows)
(6
)
1
(188
)
(5
)
30
Market appreciation/(depreciation)
3
(3
)
93
—
(196
)
Fund closures
(4
)
—
(296
)
(4
)
(316
)
End of period assets
$
—
$
7
$
56
$
—
$
56
Average assets during the period
$
5
$
7
$
538
$
6
$
882
Headcount:
227
227
214
227
214
Note: Previously issued statistics may be restated due to fund closures and trade adjustments
Source: WisdomTree
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Table of Contents
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Selected Operating and Financial Information
Three Months Ended
June 30,
Change
Percent
Change
2021
2020
Global AUM (in millions)
Average global AUM
$
73,658
$
55,746
$
17,912
32.1
%
Operating Revenues (in thousands)
Advisory fees
$
75,997
$
57,208
$
18,789
32.8
%
Other income
1,606
918
688
74.9
%
Total revenues
$
77,603
$
58,126
$
19,477
33.5
%
Average Global AUM
Our average global AUM increased 32.1% from $55.7 billion at June 30, 2020 to $73.7 billion at June 30, 2021 due to market appreciation and net inflows.
Operating Revenues
Advisory fees
Advisory fee revenues increased 32.8% from $57.2 million during the three months ended June 30, 2020 to $76.0 million in the comparable period in 2021 due to higher average global AUM. Our average global advisory fee was 0.41% during both the three months ended June 30, 2020 and June 30, 2021, respectively.
Other income
Other income increased 74.9% from $0.9 million during the three months ended June 30, 2020 to $1.6 million in the comparable period in 2021 primarily due to higher fees associated with our European listed products.
Operating Expenses
Three Months Ended
June 30,
Change
Percent
Change
(in thousands)
2021
2020
Compensation and benefits
$
20,331
$
17,455
$
2,876
16.5
%
Fund management and administration
16,195
14,461
1,734
12.0
%
Marketing and advertising
3,594
1,949
1,645
84.4
%
Sales and business development
2,159
2,181
(22
)
(1.0
%)
Contractual gold payments
4,314
4,063
251
6.2
%
Professional fees
1,921
1,357
564
41.6
%
Occupancy, communications and equipment
1,266
1,643
(377
)
(22.9
%)
Depreciation and amortization
256
251
5
2.0
%
Third-party distribution fees
2,130
1,340
790
59.0
%
Acquisition and disposition-related costs
—
33
(33
)
n/a
Other
1,752
1,596
156
9.8
%
Total operating expenses
$
53,918
$
46,329
$
7,589
16.4
%
Three Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Compensation and benefits
26.2
%
30.0
%
Fund management and administration
20.9
%
24.9
%
Marketing and advertising
4.6
%
3.3
%
Sales and business development
2.8
%
3.8
%
Contractual gold payments
5.6
%
7.0
%
Professional fees
2.5
%
2.3
%
Occupancy, communications and equipment
1.6
%
2.8
%
Depreciation and amortization
0.3
%
0.4
%
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Three Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Third-party distribution fees
2.7
%
2.3
%
Acquisition and disposition-related costs
—
0.1
%
Other
2.3
%
2.8
%
Total operating expenses
69.5
%
79.7
%
Compensation and benefits
Compensation and benefits expense increased 16.5% from $17.5 million during the three months ended June 30, 2020 to $20.3 million in the comparable period in 2021 due to higher incentive compensation and headcount. Headcount was 214 and 227 at June 30, 2020 and June 30, 2021, respectively.
Fund management and administration
Fund management and administration expense increased 12.0% from $14.5 million during the three months ended June 30, 2020 to $16.2 million in the comparable period in 2021 due to higher average global AUM.
Marketing and advertising
Marketing and advertising expense increased 84.4% from $1.9 million during the three months ended June 30, 2020 to $3.6 million in the comparable period in 2021 as our spending in the prior year period was reduced at the onset of the COVID-19
pandemic.
Sales and business development
Sales and business development expense was essentially unchanged from the three months ended June 30, 2020.
Contractual gold payments
Contractual gold payments expense increased 6.2% from $4.1 million during the three months ended June 30, 2020 to $4.3 million in the comparable period in 2021. This expense was associated with the payment of 2,375 ounces of gold and was calculated using the average daily spot price of $1,711 and $1,816 per ounce during the three months ended June 30, 2020 and 2021, respectively.
Professional fees
Professional fees increased 41.6% from $1.4 million during the three months ended June 30, 2020 to $1.9 million in the comparable period in 2021 due to spending related to our digital assets initiative.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 22.9% from $1.6 million during the three months ended June 30, 2020 to $1.3 million in the comparable period in 2021 as we exited our London office.
Depreciation and amortization
Depreciation and amortization expense was essentially unchanged from the three months ended June 30, 2020.
Third-party distribution fees
Third-party distribution fees increased 59.0% from $1.3 million during the three months ended June 30, 2020 to $2.1 million in the comparable period in 2021 primarily due to higher fees paid to our third-party marketing agent in Latin America and higher fees for platform relationships.
Other
Other expenses were essentially unchanged from the three months ended June 30, 2020.
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Other Income/(Expenses)
Three Months Ended
June 30,
Change
Percent
Change
(in thousands)
2021
2020
Interest expense
$
(2,567
)
$
(2,044
)
$
(523
)
25.6
%
Gain/(loss) on revaluation of deferred consideration – gold payments
497
(23,358
)
23,855
(102.1
%)
Interest income
225
119
106
89.1
%
Loss on extinguishment of debt
—
(2,387
)
2,387
n/a
Other gains, net
49
1,819
(1,770
)
(97.3
%)
Total other expenses, net
$
(1,796
)
$
(25,851
)
$
24,055
(93.1
%)
Three Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Interest expense
(3.3
%)
(3.5
%)
Gain/(loss) on revaluation of deferred consideration – gold payments
0.6
%
(40.2
%)
Interest income
0.3
%
0.2
%
Loss on extinguishment of debt
—
(4.1
%)
Other gains, net
0.1
%
3.1
%
Total other expenses, net
(2.3
%)
(44.5
%)
Interest expense
Interest expense increased 25.6% from $2.0 million during the three months ended June 30, 2020 to $2.6 million in the comparable period in 2021 due to a higher level of debt outstanding and a higher effective interest rate. Our effective interest rate during the three months ended June 30, 2020 and 2021 was 4.5% and 5.2%, respectively.
Gain/(loss) on revaluation of deferred consideration
We recognized a loss on revaluation of deferred consideration of ($23.4) million during the three months ended June 30, 2020 as compared to a gain of $0.5 million during the three months ended June 30, 2021. The gain in the current quarter arose due to a flattening of the forward-looking gold curve. The loss in the prior period arose due to an increase in forward-looking gold prices. The magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 89.1% from $0.1 million to $0.2 million due to an increase in our securities owned.
Loss on extinguishment of debt
During the three months ended June 30, 2020, we recognized a non-cash
loss on extinguishment of debt of $2.4 million arising from the acceleration of debt issuance cost amortization in connection with the termination of our former credit facility on June 16, 2020.
Other gains, net
Other gains, net were $1.8 million and $0.0 million during the three months ended June 30, 2020 and 2021, respectively. Included in other gains, net during the three months ended June 30, 2020 is a gain of $0.9 million arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine. Gains and losses generally arise from the sale of gold earned from management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations, securities owned and other miscellaneous items.
Income taxes
Our effective income tax rate for the three months ended June 30, 2021 of 19.5% resulted in income tax expense of $4.3 million. Our effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a lower tax rate on foreign earnings.
Our effective income tax rate for the three months ended June 30, 2020 of 5.7% resulted in an income tax benefit of $0.8 million. Our effective income tax rate differs from the federal statutory tax rate of 21% due to a non-deductible
loss on revaluation of deferred consideration. This loss was partly offset by a tax benefit of $2.8 million recognized in connection with the release of a deferred tax asset valuation allowance on interest carryforwards arising from our debt previously held in the United Kingdom and a lower tax rate on foreign earnings.
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Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
Selected Operating and Financial Information
Six Months Ended
June 30,
Change
Percent
Change
2021
2020
Global AUM (in millions)
Average global AUM
$
71,623
$
57,943
$
13,680
23.6
%
Revenues (in thousands)
Advisory fees
$
147,613
$
120,158
$
27,455
22.8
%
Other income
2,820
1,842
978
53.1
%
Total revenues
$
150,433
$
122,000
$
28,433
23.3
%
Average Global AUM
Our average global AUM increased 23.6% from $57.9 billion at June 30, 2020 to $71.6 billion at June 30, 2021 arising from market appreciation and net inflows.
Operating Revenues
Advisory fees
Advisory fee revenues increased 22.8% from $120.2 million during the six months ended June 30, 2020 to $147.6 million in the comparable period in 2021 due to higher average global AUM. Our average global advisory fee was 0.42% during both the six months ended June 30, 2020 and June 30, 2021, respectively.
Other income
Other income increased 53.1% from $1.8 million during the six months ended June 30, 2020 to $2.8 million in the comparable period in 2021 primarily due to higher fees associated with our European listed products.
Operating Expenses
Six Months Ended
June 30,
Change
Percent
Change
(in thousands)
2021
2020
Compensation and benefits
$
42,958
$
34,750
$
8,208
23.6
%
Fund management and administration
31,716
28,946
2,770
9.6
%
Marketing and advertising
6,600
4,417
2,183
49.4
%
Sales and business development
4,304
5,598
(1,294
)
(23.1
%)
Contractual gold payments
8,584
7,823
761
9.7
%
Professional fees
3,934
2,630
1,304
49.6
%
Occupancy, communications and equipment
2,741
3,194
(453
)
(14.2
%)
Depreciation and amortization
508
507
1
0.2
%
Third-party distribution fees
3,473
2,695
778
28.9
%
Acquisition and disposition-related costs
—
416
(416
)
n/a
Other
3,323
3,593
(270
)
(7.5
%)
Total operating expenses
$
108,141
$
94,569
$
13,572
14.4
%
Six Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Compensation and benefits
28.6
%
28.5
%
Fund management and administration
21.1
%
23.7
%
Marketing and advertising
4.4
%
3.6
%
Sales and business development
2.9
%
4.6
%
Contractual gold payments
5.7
%
6.4
%
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Six Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Professional fees
2.6
%
2.2
%
Occupancy, communications and equipment
1.8
%
2.6
%
Depreciation and amortization
0.3
%
0.4
%
Third-party distribution fees
2.3
%
2.2
%
Acquisition and disposition-related costs
—
0.3
%
Other
2.2
%
3.0
%
Total operating expenses
71.9
%
77.5
%
Compensation and benefits
Compensation and benefits expense increased 23.6% from $34.8 million during the six months ended June 30, 2020 to $43.0 million in the comparable period in 2021 due to higher incentive compensation and headcount.
Fund management and administration
Fund management and administration expense increased 9.6% from $28.9 million during the six months ended June 30, 2020 to $31.7 million in the comparable period in 2021 primarily due to higher average global AUM.
Marketing and advertising
Marketing and advertising expense increased 49.4% from $4.4 million during the six months ended June 30, 2020 to $6.6 million in the comparable period in 2021 as our spending in the prior year was reduced at the onset of the COVID-19
pandemic.
Sales and business development
Sales and business development expense decreased 23.1% from $5.6 million during the six months ended June 30, 2020 to $4.3 million in the comparable period in 2021 primarily due to lower discretionary spending resulting from the COVID-19
pandemic.
Contractual gold payments
Contractual gold payments expense increased 9.7% from $7.8 million during the six months ended June 30, 2020 to $8.6 million in the comparable period in 2021. This expense was associated with the payment of 4,750 ounces of gold and was calculated using the average daily spot price of $1,738 and $1,908 per ounce during the six months ended June 30, 2020 and 2021, respectively.
Professional fees
Professional fees increased 49.6% from $2.6 million during the six months ended June 30, 2020 to $3.9 million in the comparable period in 2021 due to spending related to our digital assets initiative.
Occupancy, communications and equipment
Occupancy, communications and equipment expense decreased 14.2% from $3.2 million during the six months ended June 30, 2020 to $2.7 million in the comparable period in 2021 as we exited our London office.
Depreciation and amortization
Depreciation and amortization expense was essentially unchanged from the six months ended June 30, 2020.
Third-party distribution fees
Third-party distribution fees increased 28.9% from $2.7 million during the six months ended June 30, 2020 to $3.5 million in the comparable period in 2021 due to higher fees paid to our third-party marketing agent in Latin America and higher fees for platform relationships.
Acquisition and disposition-related costs
Acquisition and disposition-related costs of $0.4 million during the six months ended June 30, 2020 arose due to the sale of our Canadian ETF business which was completed in February 2020.
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Other
Other expenses were essentially unchanged from the six months ended June 30, 2020.
Other Income/(Expenses)
Six Months Ended
June 30,
Change
Percent
Change
(in thousands)
2021
2020
Interest expense
$
(4,863
)
$
(4,463
)
$
(400
)
9.0
%
Gain/(loss) on revaluation of deferred consideration – gold payments
3,329
(25,566
)
28,895
(113.0
%)
Interest income
456
282
174
61.7
%
Impairments
(303
)
(19,672
)
19,369
(98.5
%)
Loss on extinguishment of debt
—
(2,387
)
2,387
n/a
Other losses, net
(5,844
)
(688
)
(5,156
)
749.4
%
Total other expenses, net
$
(7,225
)
$
(52,494
)
$
45,269
(86.2
%)
Six Months Ended
June 30,
As a Percent of Revenues:
2021
2020
Interest expense
(3.2
%)
(3.6
%)
Gain/(loss) on revaluation of deferred consideration – gold payments
2.2
%
(21.0
%)
Interest income
0.3
%
0.2
%
Impairments
(0.2
%)
(16.1
%)
Loss on extinguishment of debt
—
(2.0
%)
Other losses, net
(3.9
%)
(0.5
%)
Total other expenses, net
(4.8
%)
(43.0
%)
Interest expense
Interest expense increased 9.0% from $4.5 million during the six months ended June 30, 2020 to $4.9 million in the comparable period in 2020 due to a high level of debt outstanding, partly offset by a lower effective interest rate. Our effective interest rate during the six months ended June 30, 2020 and 2021 was 5.5% and 5.2%, respectively.
Gain/(loss) on revaluation of deferred consideration
We recognized a loss on revaluation of deferred consideration of ($25.6) million during the six months ended June 30, 2020 as compared to a gain of $3.3 million during the six months ended June 30, 2021. The gain in the current period was due to a decline in spot gold prices, partly offset by a steepening of the forward-looking gold curve. The loss in the prior period was due to an increase in forward-looking gold prices. The magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold.
Interest income
Interest income increased 61.7% from $0.3 million to $0.5 million due to an increase in our securities owned.
Impairments
During the six months ended June 30, 2021, we recognized an impairment charge of $0.3 million upon exiting our London office. During the six months ended June 30, 2020, we recognized a non-cash
impairment charge of $19.7 million on our investment in AdvisorEngine.
Loss on extinguishment of debt
During the six months ended June 30, 2020, we recognized a non-cash
loss on extinguishment of debt of $2.4 million arising from the acceleration of debt issuance cost amortization in connection with the termination of our former credit facility on June 16, 2020.
Other losses, net
Other losses, net were $0.7 million and $5.9 million during the six months ended June 30, 2020 and 2021, respectively. Included in the losses recognized during the six months ended June 30, 2020 and 2021 is a charge of $6.0 million and $5.2 million,
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Table of Contents
respectively, arising from the release of a tax-related
indemnification asset upon the expiration of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the six months ended June 30, 2021, we also recognized an unrealized gain of $0.4 million on our investment in Securrency. In addition, during the six months ended June 30, 2020, we recognized a gain of $2.9 million associated with the sale of our Canadian ETF business and a gain of $0.9 million arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine. Gains and losses also generally arise from the sale of gold earned from management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations, securities owned and other miscellaneous items.
Income taxes
Our effective income tax rate for the six months ended June 30, 2021 of 6.5% resulted in income tax expense of $2.3 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5.2 million reduction in unrecognized tax benefits, a lower tax rate on foreign earnings and a non-taxable
gain on revaluation of deferred consideration. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and state and local taxes.
Our effective income tax rate for the six months ended June 30, 2020 of 12.7% resulted in an income tax benefit of $3.2 million. Our effective income tax rate differs from the federal statutory rate of 21% primarily due to a valuation allowance on capital losses, a non-deductible
loss on revaluation of deferred consideration and tax shortfalls associated with the vesting and exercise of stock-based compensation awards. These items were partly offset by a $6.0 million reduction in unrecognized tax benefits, a $2.9 million non-taxable
gain recognized upon sale of our Canadian ETF business in the first quarter of 2020, a tax benefit of $2.8 million recognized in connection with the release of a deferred tax asset valuation allowance on interest carryforwards arising from our debt previously held in the United Kingdom and a lower tax rate on foreign earnings.
Non-GAAP
Financial Measurements
In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP
information which we believe provides useful and meaningful information. Our management reviews these non-GAAP
financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP
measurements so as to share this perspective of management. Non-GAAP
measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP
financial measurements should be considered in the context with our GAAP results. The non-GAAP
financial measurements contained in this Report include:
•
Adjusted
net income and adjusted diluted earnings per share.
We disclose adjusted net income and adjusted diluted earnings per share as non-GAAP
financial measurements in order to report our results exclusive of items that are non-recurring
or not core to our operating business. We believe presenting these non-GAAP
financial measures provides investors with a consistent way to analyze our performance. These non-GAAP
financial measures exclude the following:
•
Unrealized gains or losses on the revaluation of deferred consideration
: Deferred consideration is an obligation we assumed in connection with the ETFS acquisition that is carried at fair value. This item represents the present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations may have a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item when arriving at adjusted net income and adjusted diluted earnings per share as it is not core to our operating business. The item is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject to a zero percent tax rate.
•
Tax shortfalls and windfalls upon vesting and exercise of stock-based compensation awards
: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting and exercise of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when determining adjusted net income and adjusted diluted earnings per share as they introduce volatility in earnings and are not core to our operating business.
•
Other items
: An unrealized gain recognized on our investment in Securrency, impairment charges, interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the Convertible Notes (prior to January 1, 2021, the effective date of Accounting Standards Update 2020-06,
Debt – Debt with Conversion and Other Options, Cash Conversion)
, a loss on extinguishment of debt, the release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from our debt previously outstanding in the United Kingdom, a gain arising from an adjustment to the estimated fair value of consideration received from the exit of our investment in AdvisorEngine, a gain recognized upon the sale of our Canadian ETF business and acquisition and disposition-related costs are excluded when calculating our non-GAAP
financial measurements.
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Table of Contents
Three Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
Adjusted Net Income and Diluted Earnings per Share:
2021
2020
2021
2020
Net income/(loss), as reported
$
17,630
$
(13,250
)
$
32,777
$
(21,888
)
Deduct/Add back: (Gain)/loss on revaluation of deferred consideration
(497
)
23,358
(3,329
)
25,566
Deduct: Unrealized gain recognized on our investment in Securrency, net of income taxes
(105
)
—
(284
)
—
Deduct/Add back: Tax (windfalls)/shortfalls upon vesting and exercise of stock-based compensation awards
(233
)
119
(110
)
620
Add back: Loss on extinguishment of debt, net of income taxes
—
1,910
—
1,910
Deduct: Release of a deferred tax asset valuation allowance recognized on interest carryforwards arising from debt previously outstanding in the United Kingdom
—
(2,842
)
—
(2,842
)
Add back: Interest expense from the amortization of discount arising from the bifurcation of the conversion option embedded in the convertible notes, net of income taxes
—
42
—
42
Deduct: Gain arising from an adjustment to the estimated fair value of consideration received from the exit of investment in AdvisorEngine
—
(868
)
—
(868
)
Add back: Impairments, net of income taxes (where applicable)
—
—
245
19,672
Deduct: Gain recognized upon sale of Canadian ETF business
—
—
—
(2,877
)
Add back: Acquisition and disposition-related costs, net of income taxes
—
25
—
383
Adjusted net income
$
16,795
$
8,494
$
29,299
$
19,718
Deduct: Income distributed to participating securities
(538
)
(552
)
(1,096
)
(1,107
)
Deduct: Undistributed income allocable to participating securities
(1,277
)
(364
)
(2,145
)
(1,020
)
Adjusted net income available to common stockholders
$
14,980
$
7,578
$
26,058
$
17,591
Weighted average diluted shares, excluding participating securities (in thousands) (See Note 19 to our Consolidated Financial Statements)
148,814
151,623
147,004
152,071
Adjusted earnings per share - diluted
$
0.10
$
0.05
$
0.18
$
0.12
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Table of Contents
Liquidity and Capital Resources
The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:
June 30,
2021
December 31,
2020
Balance Sheet Data (in thousands)
:
Cash and cash equivalents
$
167,635
$
73,425
Securities owned, at fair value
58,806
34,895
Accounts receivable
34,800
29,455
Securities held-to-maturity
370
451
Total: Liquid assets
261,611
138,226
Less: Total current liabilities
(64,784
)
(73,999
)
Less: Regulatory capital requirement – certain international subsidiaries
(12,439
)
(10,745
)
Total: Available liquidity
$
184,388
$
53,482
Six Months Ended June 30,
2021
2020
Cash Flow Data (in thousands)
:
Operating cash flows
$
(2,217
)
$
19,382
Investing cash flows
(5,846
)
27,070
Financing cash flows
102,147
(70,085
)
Foreign exchange rate effect
126
(1,084
)
Increase/(decrease) in cash and cash equivalents
$
94,210
$
(24,717
)
Liquidity
We consider our available liquidity to be our liquid assets, less our current liabilities and regulatory capital requirements of certain international subsidiaries. Liquid assets consist of cash and cash equivalents, securities owned, at fair value, accounts receivable and securities held-to-maturity.
Our securities owned, at fair value are highly liquid investments. Certain securities are accounted for as held-to-maturity
securities and we have the intention and ability to hold them to maturity. However, these securities are also readily traded and, if needed, could be sold for liquidity. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation for employees.
Cash and cash equivalents increased $94.2 million during the six months ended June 30, 2021 due to $150.0 million of proceeds received from the issuance of the 2021 Notes and $0.9 million provided by other activities. These increases were partly offset by $34.5 million used to repurchase our common stock, $9.9 million used to pay dividends on our common stock, $5.8 million used to purchase investments, $4.3 million used to pay the 2021 Note issuance costs and $2.2 million of net cash used in operating activities.
Cash and cash equivalents decreased $24.7 million during the six months ended June 30, 2020 due to $179.0 million used to repay our debt, $26.4 million used to repurchase our common stock, $10.3 million used to pay dividends on our common stock, $4.6 million used to pay the June 2020 Notes issuance costs and $1.2 million used in other activities. These decreases were partly offset by $150.0 million of proceeds from the issuance of the June 2020 Notes, $19.4 million of net cash provided by operating activities, $16.4 million of proceeds from held-to-maturity
securities maturing or called prior to maturity, $8.2 million of proceeds from the sale of our financial interests in AdvisorEngine and $2.8 million of net proceeds from the sale of our Canadian ETF business.
Issuance of Convertible Notes
On June 14, 2021, we issued and sold $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2021 Notes”) pursuant to an indenture dated June 14, 2021, between us and U.S. Bank National Association, as trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”).
On June 16, 2020, we issued and sold $150.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 (the “June 2020 Notes”) pursuant to an indenture dated June 16, 2020, between us and the trustee, in a private offering to qualified institutional buyers pursuant to Rule 144A. On August 13, 2020, we issued and sold $25.0 million in aggregate principal amount of 4.25% Convertible Senior Notes due 2023 at a price equal to 101% of the principal amount thereof, plus interest deemed to have accrued since June 16, 2020, and constitute a further issuance of, and form a single series with, our June 2020 Notes (the “August 2020 Notes” and together with the June 2020 Notes, the “2020 Notes”).
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After the issuance of the 2021 Notes (and together with the 2020 Notes, the “Convertible Notes”), we had $325.0 million aggregate principal amount of Convertible Notes outstanding.
Key terms of the Convertible Notes are as follows:
2021 Notes
2020 Notes
Maturity date (unless earlier converted, repurchased or redeemed)
June 15, 2026
June 15, 2023
Interest rate
3.25
%
4.25
%
Conversion price
$11.04
$5.92
Conversion rate
90.5797
168.9189
Redemption price
$14.35
$7.70
•
Interest rate
: Payable semiannually in arrears on June 15 and December 15 of each year.
•
Conversion price
: Convertible at an initial conversion rate of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price as disclosed in the table above).
•
Conversion
:
Holders may convert at their option at any time prior to the close of business on the business day immediately preceding March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after March 15, 2026 and March 15, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
•
Cash settlement of principal amount
: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle our conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of its common stock.
•
Redemption price
: We may redeem for cash all or any portion of the notes, at our option, on or after June 20, 2026 and June 20, 2023 in respect of the 2021 Notes and 2020 Notes, respectively, and on or prior to the 55 th
scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes.
•
Limited investor put rights
: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.
•
Conversion rate increase in certain customary circumstances
: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 144.9275 shares and 270.2702 shares of our common stock per $1,000 principal amount of the 2021 Notes and 2020 Notes, respectively (the equivalent of 69,036,410 shares of our common stock), subject to adjustment.
•
Seniority and Security
: The 2021 Notes and 2020 Notes rank equal in right of payment, and are our senior unsecured obligations, but are subordinated in right of payment to our obligations to make certain redemption payments (if and when due) in respect of its Series A Non-Voting
Convertible Preferred Stock (See Note 12 to our Consolidated Financial Statements).
The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes outstanding may declare the entire principal amount of all the Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
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Capital Resources
Our principal source of financing is our operating cash flow. We believe that cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain a significant cash position. However, certain of our international subsidiaries are required to maintain a minimum level of regulatory capital, which at June 30, 2021 was approximately $12.4 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2022, including purchases to offset future equity grants made under our equity plans.
During the three months ended June 30, 2021, we repurchased 4,630,733 shares of our common stock under the repurchase program for an aggregate cost of $31.9 million. At June 30, 2021, $17.7 million remained under this program for future purchases.
Contractual Obligations
Convertible Notes
At June 30, 2021, we had $325.0 million aggregate principal amount of Convertible Notes outstanding, of which $175.0 million are scheduled to mature on June 15, 2023 and $150.0 million are scheduled to mature on June 15, 2026, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement of the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of its common stock. We currently anticipate refinancing these obligations when due.
See “Issuance of Convertible Notes” above for additional information.
Deferred Consideration – Gold Payments
Deferred consideration represents an obligation we assumed in April 2018 in connection with our acquisition of the European exchange-traded commodity, currency and leveraged and inverse business of ETFS Capital Limited. The obligation is for fixed payments to ETFS Capital Limited of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold continuing into perpetuity (“Contractual Gold Payments”). The present value of the deferred consideration was $226.7 million at June 30, 2021.
The Contractual Gold Payments are paid from advisory fee income generated by any of our sponsored financial products backed by physical gold with no recourse back to us for any unpaid amounts that exceed advisory fees earned.
See Note 9 to our Consolidated Financial Statements for additional information.
Operating Leases
Our principal executive office is currently located at 245 Park Avenue, New York, New York 10167. We lease approximately 38,000 square feet of office space under a lease that expires in August 2029, which includes a cancellation option that is effective on August 21, 2024. Total future minimum lease payments with respect to our office space was $25.8 million at June 30, 2021.
Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments.
See Note 13 to our Consolidated Financial Statements for additional information.
Off-Balance
Sheet Arrangements
We do not have any off-balance
sheet financing or other arrangements and have neither created nor are party to any special-purpose or off-balance
sheet entities for the purpose of raising capital, incurring debt or operating our business.
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Critical Accounting Policies
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation,
if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. Business and European Business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually on November 30 th
. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and our market capitalization when determining the fair value of the reporting unit.
Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for our intangible assets is November 30 th
.
Investments
We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in ASU 2016-01,
Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities
, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. See Note 7 to our Consolidated Financial Statements for information regarding a gain of $0.1 million and $0.4 million recognized on our investment in Securrency during the three and six months ended June 30, 2021.
Deferred Consideration – Gold Payments
Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate. The weighted average forward-looking gold price per ounce, discount rate and perpetual growth rate were $2,109, 9.0% and 1.4%, respectively, at June 30, 2021. Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration – gold payments on our Consolidated Statements of Operations.
During the three months ended June 30, 2021, we reported a gain on deferred consideration – gold payments of $0.5 million. A 1.0% increase in the weighted average forward-looking gold price per ounce would have reduced this reported gain by $1.6 million, a 1 percentage point increase in the discount rate would have increased this reported gain by $23.8 million and a 1 percentage point increase in the perpetual growth rate would have reduced this reported gain by $20.4 million. See Note 9 to our Consolidated Financial Statements for additional information.
Revenue Recognition
We earn substantially all of our revenue in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
Recently Adopted Accounting Pronouncements
On January 1, 2021, we early adopted ASU 2020-06,
Debt – Debt with Conversion and Other Options
(ASU 2020-06)
under the modified retrospective approach. Under the ASU, the accounting for convertible instruments was simplified by removing major separation models required under current GAAP. Accordingly, more convertible instruments are reported as a single liability or equity with no separate accounting for embedded conversion features. Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception are removed and, as a result, more equity contracts will qualify for the scope
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exception. The ASU also simplifies the diluted earnings-per-share
calculation in certain areas. Upon the adoption of this ASU, we reclassified the equity component related to the convertible notes, net of deferred taxes, reducing accumulated deficit by $0.6 million, increasing the carrying value of the convertible notes by $4.1 million, reducing additional paid-in
capital by $3.7 million and reducing deferred tax liabilities by $1.0 million. These updates also reduced interest expense recognized on our convertible notes by approximately $0.4 million per quarter. See Note 11 to our Consolidated Financial Statements for additional information.
On January 1, 2021, we adopted ASU 2019-12,
Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes
(ASU 2019-12).
The main objective of the standard is to reduce complexity in the accounting for income taxes by removing the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items (for example, discontinued operations or other comprehensive income); (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date
loss exceeds the anticipated loss for the year. The standard also simplifies the accounting for income taxes by enacting the following: (a) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount as a non-income-based
tax; (b) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered as a separate transaction; (c) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements; and (d) requiring that an entity reflect the enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. We have determined that the adoption of this standard did not have a material impact on our financial statements.
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