What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-04 compared with 2022-08-05 · 260 added, 299 removed, 808 unchanged (41% of the section changed)

4 unchanged sentences

(In Thousands, Except Per Share Amounts)

September 30,

Current assets:

Cash and cash equivalents

Securities owned, at fair value (including $ 12,841 and $ 18,526 invested in WisdomTree ETFs at June 30, 2022 and

December 31, 2021, respectively)

Accounts receivable (including $ 23,905 and $ 25,628 due from related parties at June 30, 2022 and December 31,

2021, respectively)

Securities owned, at fair value (including $ 12,387 and $ 18,526 invested in WisdomTree ETFs at September 30, 2022 and December 31, 2021, respectively)

Accounts receivable (including $ 21,222 and $ 25,628 due from related parties at September 30, 2022 and December 31, 2021, respectively)

Prepaid expenses

Income taxes receivable

Other current assets

19 unchanged sentences

Total current liabilities

Convertible notes—long term

Convertible notes—long term (Note 10)

Deferred consideration—gold payments (Note 9)

5 unchanged sentences

14.750 shares authorized, issued and outstanding;

redemption value of $ 81,970 and $ 90,741 at June 30, 2022 and December 31, 2021, respectively) (Note 11

redemption value of $ 73,594 and $ 90,741 at September 30, 2022 and December 31, 2021, respectively) (Note 11)

Contingencies (Note 13)

5 unchanged sentences

issued and outstanding:

146,511 and 145,107 at June 30,

2022 and December 31, 2021, respectively

146,520 and 145,107 at September 30, 2022 and December 31, 2021, respectively

Additional paid-in

Accumulated other comprehensive (loss) income

Accumulated deficit

Retained earnings/(accumulated deficit)

Total stockholders’ equity

5 unchanged sentences

(In Thousands, Except Per Share Amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating Revenues:

15 unchanged sentences

Interest expense

Gain/(loss) on revaluation of deferred consideration–gold payments (Note 9

Gain on revaluation of deferred consideration—gold payments (Note 9)

Interest income

Impairments (Note 12

Other losses and gains, net

Income/(loss) before income taxes

Impairments (Notes 8, 12 and 23)

Other losses, net

Income before income taxes

Income tax expense/(benefit)

Net income/(loss)

Earnings/(loss) per share—basic

Earnings/(loss) per share—diluted

Earnings per share—basic

Earnings per share—diluted

Weighted-average common shares—basic

2 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements

(See Note 2 for revisions made to certain amounts previously reported)

WisdomTree Investments, Inc.

and Subsidiaries

Consolidated Statements of Comprehensive Income/(Loss)

Consolidated Statements of Comprehensive Income

(In Thousands)

Three Months Ended June 30,

Six Months Ended June 30,

Net income/(loss)

Other comprehensive (loss)/income

Three Months Ended

September 30,

Nine Months Ended

September 30,

Other comprehensive loss

Foreign currency translation adjustment, net of income taxes

Other comprehensive (loss)/income

Comprehensive income/(loss)

Other comprehensive loss

Comprehensive income

The accompanying notes are an integral part of these consolidated financial statements

3 unchanged sentences

(In Thousands)

For the Three Months Ended June 30, 2022

For the Three Months Ended September 30, 2022

Comprehensive

Balance—April 1, 2022

Restricted stock issued and vesting of restricted stock units, net

Deficit)/Retained

Balance—July 1, 2022

Restricted stock issued and vesting of restricted stock units,

Shares repurchased

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2022

For the Three Months Ended June 30, 2021

Balance—September 30, 2022

For the Three Months Ended September 30, 2021

Comprehensive

Balance—April 1, 2021

Restricted stock issued and vesting of restricted stock units, net

Shares repurchased

Exercise of stock options, net

Balance—July 1, 2021

Restricted stock issued and vesting of restricted stock units,

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2021

Balance—September 30, 2021

The accompanying notes are an integral part of these consolidated financial statements

3 unchanged sentences

(In Thousands)

For the Six Months Ended June 30, 2022

For the Nine Months Ended September 30, 2022

Comprehensive

Deficit)/Retained

Balance—January 1, 2022

3 unchanged sentences

Other comprehensive loss

Balance—June 30, 2022

For the Six Months Ended June 30, 2021

Balance—September 30, 2022

For the Nine Months Ended September 30, 2021

Comprehensive

Balance—January 1, 2021

Reclassification of equity component related to convertible notes, net deferred taxes of $ 1,022 , upon the implementation of Accounting Standards Update 2020-06

Reclassification of equity component related to convertible

notes, net deferred taxes of $ 1,022 , upon the implementation

of Accounting Standards Update 2020-06

Balance—January 1, 2021 (as adjusted)

3 unchanged sentences

Stock-based compensation

Other comprehensive income

Balance—June 30, 2021

Other comprehensive loss

Balance—September 30, 2021

The accompanying notes are an integral part of these consolidated financial statements

3 unchanged sentences

(In Thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

Net (loss)/income

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:

Loss/(gain) on revaluation of deferred consideration—gold payments

Adjustments to reconcile net income to net cash provided by operating activities:

Gain on revaluation of deferred consideration—gold payments

Advisory and license fees paid in gold, other precious metals and cryptocurrency

Deferred income taxes

Losses on securities owned, at fair value

1 unchanged sentence

Stock-based compensation

Deferred income taxes

Amortization of issuance costs—convertible notes

1 unchanged sentence

Depreciation and amortization

Gain on sale—Canadian ETF business, including remeasurement of contingent consideration

Changes in operating assets and liabilities:

24 unchanged sentences

Net cash (used in)/provided by financing activities

(Decrease)/increase in cash flow due to changes in foreign exchange rate

Decrease in cash flow due to changes in foreign exchange rate

Net (decrease)/increase in cash and cash equivalents

7 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements

(See Note 2 for reclassifications made to certain amounts previously reported)

WisdomTree Investments, Inc.

36 unchanged sentences

is a New York based company that has been formed to serve as a SEC-registered

investment adviser and will provide investment advisory and other management services to blockchain-enabled mutual

funds whose s

hares are secondarily recorded on a blockchain.

investment adviser and will provide investment advisory and other management services to blockchain-enabled mutual funds whose shares are secondarily recorded on a blockchain.

WisdomTree Digital Movement, Inc

8 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

Immaterial Correction of an Error – Consolidated Statements of Operations

The presentation of the amounts collected on behalf of third parties of $ 1,828 and $ 3,402 for the three and six months ended June 30, 2021 have been revised due to an immaterial error correction.

These amounts were originally recorded as advisory fee revenue and fund management and administration expense while no such amounts should have been recorded in the Consolidated Statements of Operations.

The following table summarizes these revisions, which had no effect on previously reported net income:

June 30, 2021

Operating Revenues :

Advisory fees (previously reported)

Amounts collected on behalf of third parties

Advisory fees (as corrected)

Total revenues (previously reported)

Amounts collected on behalf of third parties

Total revenues (as corrected)

Operating Expenses:

Fund management and administration (previously reported)

Amounts collected on behalf of third parties

Fund management and administration (as corrected)

Total operating expenses (previously reported)

Amounts collected on behalf of third parties

Total operating expenses (as corrected)

Reclassifications—Consolidated Statements of Cash Flows

Cash flows from purchasing securities owned, at fair value of $ 29,819 and selling securities owned, at fair value of $ 5,212 during the six months ended June 30, 2021 that were not acquired specifically for resale or associated with the Company’s business activities have been reclassified from operating activities to investing activities to conform to the current year’s presentation in the Consolidated Statements of Cash Flows.

The following table summarizes these reclassifications for the six months ended June 30, 2021:

June 30, 2021

Consolidated Statements of Cash Flows :

Cash Flows from Operating Activities

Net cash used in operating activities (previously reported)

Reclassification of net cash flows from securities purchases and sales

Net cash provided by operating activities (currently reported)

Cash Flows from Investing Activities

Net cash used in investing activities (previously reported)

Reclassification of purchases of securities owned, at fair value

Reclassification of proceeds from the sale of securities owned, at fair value

Net cash used in investing activities (currently reported)

Consolidation

12 unchanged sentences

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/(Loss) as a component of other comprehensive (loss)/income.

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

31 unchanged sentences

These securities are recorded on their trade date and are measured at fair value.

All equity securities are classified by the Company as trading.

All equity securities that have readily determinable fair values are classified by the Company as trading.

Debt securities are classified based primarily on the Company’s intent to hold or sell the security.

Changes in the fair value of debt securities classified as trading and AFS are reported in other income and other comprehensive income, respectively, in the period the change occurs.

Changes in the fair value of debt securities classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs.

Debt securities 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 security is below its amortized cost basis.

24 unchanged sentences

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.

Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).

Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date.

34 unchanged sentences

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 (Note 9).

Changes in the fair value of this obligation are reported as (loss)/gain on revaluation of deferred consideration – gold payments in the Consolidated Statements of Operations.

Changes in the fair value of this obligation are reported as gain on revaluation of deferred consideration—gold payments in the Consolidated Statements of Operations.

Convertible Notes

38 unchanged sentences

Cash and Cash Equivalents

Of the total cash and cash equivalents of $ 109,736 and $ 140,709 at June 30, 2022 and December 31, 2021, respectively, $ 107,666 and $ 127,328 were held at two financial institutions.

At June 30, 2022 and December 31, 2021, cash equivalents were approximately $ 2,001 and $ 11,488 , respectively.

Certain of the Company’s international subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 25,450 and $ 12,320 at June 30, 2022 and December 31, 2021, respectively.

Of the total cash and cash equivalents of $ 132,700 and $ 140,709 at September 30, 2022 and December 31, 2021, respectively, $ 132,348 and $ 127,328 were held at two financial institutions.

At September 30, 2022 and December 31, 2021, cash equivalents were approximately $ 284 and $ 11,488 , respectively.

Certain of the Company’s international subsidiaries are required to maintain a minimum level of regulatory capital, which was $ 23,144 and $ 12,320 at September 30, 2022 and December 31, 2021, respectively.

These requirements are generally satisfied by cash on hand.

17 unchanged sentences

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value.

During the three and six months ended June 30, 2022 and 2021 there were no transfers between Levels 2 and 3.

June 30, 2022

During the three and nine months ended September 30, 2022 and 2021 there were no transfers between Levels 2 and 3.

September 30, 2022

Recurring fair value measurements:

4 unchanged sentences

Investments in Convertible Notes

Securrency, Inc.

– convertible note

Securrency, Inc.—convertible note

Fnality International Limited—convertible note (Note 7)

Non-recurring fair value measurements:

Onramp Invest, Inc.

preferred stock (Note 7

Non-recurring

fair value measurements:

Onramp Invest, Inc.—preferred stock (Note 7) (1)

Recurring fair value measurements:

9 unchanged sentences

fair value measurements:

Securrency, Inc.

– Series A convertible preferred stock (1)

Securrency, Inc.—Series A convertible preferred stock

Recurring fair value measurements:

6 unchanged sentences

Securities Owned (Note

– Securities owned are investments in ETFs, pass-through GSEs and corporate bonds.

ETFs are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

– Securities owned are investments in ETFs, pass-through GSEs, U.S.

treasuries and corporate bonds.

ETFs and U.S.

treasuries are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

Pricing of pass-through GSEs and corporate bonds include consideration given to collateral characteristics and market assumptions related to yields, credit risk and timing of prepayments and are therefore generally classified as Level 2.

1 unchanged sentence

Fair Value Measurements classified as Level 3

—The following tables presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:

– The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Investments in Convertible Notes (Note 7)

Beginning balance

Net unrealized gains/(losses) (1)

Net unrealized gains (1)

Ending balance

2 unchanged sentences

Net realized losses (2)

Net unrealized (gains)/losses ( 3

Net unrealized gains (3)

Ending balance

Recorded in other losses and gains, net in the Consolidated Statements of Operations.

Recorded in other losses, net in the Consolidated Statements of Operations.

Recorded as contractual gold payments expense in the Consolidated Statements of Operations.

Recorded as gain/(loss) on revaluation of deferred consideration–gold payments in the Consolidated Statements of Operations.

Recorded as gain on revaluation of deferred consideration—gold payments in the Consolidated Statements of Operations

Securities Owned

1 unchanged sentence

Securities Owned

September 30,

Trading securities

The Company recognized net trading losses on securities owned that were still held at the reporting dates of $ 3,596 and $ 272 during the three months ended June 30, 2022 and 2021, respectively, and $ 7,912 and $ 833 during the six months ended June 30, 2022 and 2021, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

The Company recognized net trading losses on securities owned that were still held at the reporting dates of $ 6,010 and $ 1,323 during the three months ended September 30, 2022 and 2021, respectively, and $ 13,922 and $ 2,156 during the nine months ended September 30, 2022 and 2021, respectively, which were recorded in other losses, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

The following table is a summary of the Company’s securities held-to-maturity:

September 30,

Debt instruments:

Pass-through GSEs (amortized cost)

During the six months ended June 30, 2022 and 2021, the Company received proceeds of $ 31 and $ 77 , respectively, from held-to-maturity

During the nine months ended September 30, 2022 and 2021, the Company received proceeds of $ 38 and $ 114 , respectively, from held-to-maturity

securities maturing or being called prior to maturity.

The following table summarizes unrealized gains, losses and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

September 30,

Cost/amortized cost

6 unchanged sentences

however, these securities may be called prior to maturity date:

September 30,

Due within one year

3 unchanged sentences

The following table sets forth the Company’s investments:

June 30, 2022

September 30, 2022

December 31, 2021

Securrency, Inc.

– Series A convertible preferred stock

Securrency, Inc.

– Series B convertible preferred stock

Securrency, Inc.

– convertible note

Securrency, Inc.—Series A convertible preferred stock

Securrency, Inc.—Series B convertible preferred stock

Securrency, Inc.—convertible note

Subtotal—Securrency, Inc.

Fnality International Limited—convertible note

Onramp Invest, Inc.

– Series A-4 preferred stock

Onramp Invest, Inc.—Series A-4

preferred stock

Securrency, Inc.

6 unchanged sentences

Otherwise, the Series A Shares and Series B Shares have substantially the same terms, are convertible into common stock at the option of the Company and contain various rights and protections including a non-cumulative

6.0 % dividend, payable if and when declared by the board of directors of

In addition, the Series A

Shares and Series B Shares (together with the Series B-1

6.0 % dividend, payable if and when declared by the board of directors of Securrency.

In addition, the Series A Shares and Series B Shares (together with the Series B-1

convertible preferred stock) are separately redeemable, with respect to all of the shares outstanding of the applicable series of preferred stock (subject to certain regulatory restrictions of certain investors), for the original issue price thereof, plus all declared and unpaid dividends, upon approval by holders of at least 60 % of the Series A Shares (at any time on or after December 31, 2029) and 90 % of the Series B Shares (at any time on or after March 31, 2031).

The investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is not considered to be in-substance

These investments are accounted for under the measurement alternative prescribed in ASC 321, as they do not have a readily determinable fair values and are not considered to be in-substance

common stock.

The investment is assessed for impairment and similar observable transactions on a quarterly basis.

There was no impairment recognized during the three and six months ended June 30, 2022 based upon a qualitative assessment.

During the three and six months ended June 30, 2021, the Company recognized a gain of $ 139 and $ 376 , respectively, on its Series A Shares, which were re-measured

The investments are assessed for impairment and similar observable transactions on a quarterly basis.

There was no impairment recognized during the three and nine months ended September 30, 2022 and the three months ended September 30, 2021 based upon a qualitative assessment.

During the nine months ended September 30, 2021, the Company recognized a gain of $ 376 on its Series A Shares, which were re-measured

to fair value upon the issuance of Securrency’s Series B Shares.

1 unchanged sentence

Fair value is allocated across the capital structure using the Black-Scholes option pricing model.

The table below presents the inputs used in backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

The table below presents the inputs used in the backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

Expected volatility

3 unchanged sentences

In consideration for its investment, the Company was issued a 7 % Convertible Promissory Note maturing on April 21, 2023 .

of 25 % (or, if applicable, a greater discount offered to other holders of convertible securities in such future equity financing round) to the lowest price paid per equity share issued in the future equity financing round.

The note is convertible into either Securrency’s common stock or the class of securities convertible into, exchangeable for, or conferring the right to purchase Securrency’s common stock that is issued in the event of a future equity financing at a conversion price equal to a discount of 25 % (or, if applicable, a greater discount offered to other holders of convertible securities in such future equity financing round) to the lowest price paid per equity share issued in the future equity financing round.

The note is redeemable upon the occurrence of a corporate transaction 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 common stock immediately prior to the occurrence of the corporate transaction.

At maturity, redemption or conversion may occur upon the election by the holders of a majority-in-interest of the aggregate principal amount of outstanding notes.

At maturity, redemption or conversion may occur upon the election by the holders of a majority-in-interest

of the aggregate principal amount of outstanding notes.

If no such election is made, Securrency may elect to pay or convert the notes in its sole discretion.

1 unchanged sentence

Fair value is determined by the Company using the probability-weighted expected return method (“PWERM”), a valuation approach that estimates the value of the note assuming various outcomes.

During the three and six months ended June 30, 2022, the Company recognized a gain of

$ 279 when re-measuring

During the three and nine months ended September 30, 2022, the Company recognized a gain of $ 565 and $ 844 , respectively, when re-measuring

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):

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,

Conversion of note upon a future equity financing

of note upon a corporate transaction

Redemption of note upon a corporate transaction

Time to potential outcome (in years)

Fnality International Limited – Convertible Note

2 unchanged sentences

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 financing round at a conversion price equal to the lower of (i) a discount

of 20 % to 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.

The note is convertible into equity shares in the event of a future financing round at a conversion price equal to the lower of (i) a discount of 20 % to 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.

1 unchanged sentence

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

st 50 % and 75

%, respectively, of the outstanding notes, or in connection with bankruptcy or other liquidation events.

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.

1 unchanged sentence

dollar exchange rate.

During the three and six months ended June 30, 2022, the Company recognized a loss of $ 163 and $ 430 , respectively, when re-measuring

During the three and nine months ended September 30, 2022, the Company recognized a loss of $ 238 and $ 668 , respectively, when re-measuring

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):

Conversion of note upon a future financing roun d

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,

Conversion of note upon a future financing round

Redemption of note upon a change of control

Time to potential outcome (in years)

Onramp Invest, Inc.

– Preferred Stock

In June 2021, the Company invested $ 250

in Onramp Invest, Inc.

(“Onramp”), a technology company that provides access to crypto

assets for registered investment advisers.

In consideration for its investment, the Company was issued a Simple Agreement for Future Equity (“SAFE”), which provided the Company with the right to be issued certain shares of Onramp’s preferred stock in connection with Onramp’s future equity financing for preferred stock, at

discount to the price per share issued in connection with such equity financing, subject to a pre-determined

In June 2021, the Company invested $ 250 in Onramp Invest, Inc.

(“Onramp”), a technology company that provides access to crypto assets for registered investment advisers.

valuation cap.

5 unchanged sentences

The investment is assessed for impairment and similar observable transactions on a quarterly basis.

During the three and six months ended June 30, 2022, the Company recognized a gain of $ 62 i

connection with the conversion of the SAFE into

During the three and nine months ended September 30, 2022, the Company recognized a gain of $ 0 and $ 62 , respectively, in connection with the conversion of the SAFE into Series A-4

Preferred Stock of Onramp.

There was no impairment recognized during the three and six months ended June 30, 2021 based upon a qualitative assessment.

There was no impairment recognized during the three and nine months ended September 30, 2021 based upon a qualitative assessment.

Fixed Assets, net

The following table summarizes fixed assets:

September 30,

accumulated depreciation

During the three and nine months ended September 30, 2021, the Company recognized an impairment charge of $ 6,576 , representing the write-off

of leasehold improvements and fixed assets in connection with the termination of the lease for its principal executive office at 245 Park Avenue, New York, New York.

See Notes 12 and 23 for additional information.

Deferred Consideration

5 unchanged sentences

(a physically backed gold ETP issuer) if the Company fails to remit any amounts due.

The Company determined the present value of the deferred consideration of $ 242,767 and $ 228,062 at June 30, 2022 and December 31, 2021 using the following assumptions:

The Company determined the present value of the deferred consideration of $ 164,757 and $ 228,062 at September 30, 2022 and December 31, 2021 using the following assumptions:

September 30,

Forward-looking gold price (low)—per ounce

3 unchanged sentences

Perpetual growth rate

The forward-looking gold prices at June 30, 2022 were extrapolated from the last observable CMX exchange price (beyond 2027) and the weighted-average price per ounce was derived from the relative present values of the annual payment obligations.

The forward-looking gold prices at September 30, 2022 were extrapolated from the last observable CMX exchange price (beyond 2028) and the weighted-average price per ounce was derived from the relative present values of the annual payment obligations.

The perpetual growth rate was determined based upon the increase in observable forward-looking gold prices through 2027.

1 unchanged sentence

An increase in spot gold prices, forward-looking gold prices and the perpetual growth rate would result in an increase in deferred consideration, whereas an increase in the discount rate would reduce the fair value.

Current amounts payable were $ 16,626 and $ 16,739 and long-term amounts payable were $ 226,141 and $ 211,323 , respectively, at June 30, 2022 and December 31, 2021, respectively.

During the three and six months ended June 30, 2022 and 2021, the Company recognized the following in respect of deferred consideration:

Current amounts payable were $ 15,162 and $ 16,739 and long-term amounts payable were $ 149,595 and $ 211,323 , respectively, at September 30, 2022 and December 31, 2021, respectively.

During the three and nine months ended September 30, 2022 and 2021, the Company recognized the following in respect of deferred consideration:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Contractual gold payments

Contractual gold payments—gold ounces paid

Gain/(loss) on revaluation of deferred consideration – gold payments (1)

Gain on revaluation of deferred consideration—gold payments (1)

Gains on revaluation of deferred consideration—gold payments result from a decrease in spot gold prices, a decrease in the forward-looking price of gold, a decrease in the perpetual growth rate and an increase in the discount rate used to compute the present value of the annual payment obligations.

Losses on revaluation of deferred consideration—gold payments result from an increase in spot gold prices, an increase in the forward-looking price of gold, an increase in the perpetual growth rate and a decrease in the discount rate used to compute the present value of the annual payment obligations.

Convertible Notes

18 unchanged sentences

(i) if the last reported sale price of the Company’s 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 d a y 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 the Company’s common stock and the conversion rate on each such 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 the Company’s common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption;

16 unchanged sentences

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.

The following table provides a summary of the carrying value of the Convertible Notes at June 30, 2022 and December 31, 2021:

June 30, 2022

The following table provides a summary of the carrying value of the Convertible Notes at September 30, 2022 and December 31, 2021:

September 30, 2022

December 31, 2021

9 unchanged sentences

The discount arising from the recognition of the equity component was amortized as interest expense over the life of the 2020 Notes.

Interest expense on the Convertible Notes was $ 3,733 and $ 7,465 , respectively, during the three and six months ended June 30, 2022, and $ 2,567 and $ 4,863 , respectively, during the comparable periods in 2021.

Interest payable of $ 605 and $ 590 at June 30, 2022 and December 31, 2021 is included in accounts payable and other liabilities in the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) was $ 322,311 and $ 360,571 at June 30, 2022 and December 31, 2021, respectively.

Interest expense on the Convertible Notes was $ 3,734 and $ 11,199 , respectively, during the three and nine months ended September 30, 2022, and $ 3,729 and $ 8,592 , respectively, during the comparable periods in 2021.

Interest payable of $ 3,691 and $ 590 at September 30, 2022 and December 31, 2021 is included in accounts payable and other liabilities in the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) was $ 310,890 and $ 360,571 at September 30, 2022 and December 31, 2021, respectively.

The if-converted

value of the 2020 Notes did not exceed the principal amount at June 30, 2022 and was $ 180,912 at December 31, 2021.

value of the 2020 Notes did not exceed the principal amount at September 30, 2022 and was $ 180,912 at December 31, 2021.

The if-converted

value of the 2021 Notes did not exceed the principal amount at June 30, 2022 and December 31, 2021.

value of the 2021 Notes did not exceed the principal amount at September 30, 2022 and December 31, 2021.

Preferred Shares

8 unchanged sentences

The following is a summary of the Preferred Share balance:

September 30,

Issuance of Preferred Shares

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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 Preferred Shares was $ 81,970 and $ 90,741 at June 30, 2022 and December 31, 2021, respectively.

The redemption value of the Preferred Shares was $ 73,594 and $ 90,741 at September 30, 2022 and December 31, 2021, respectively.

The carrying amount of the Preferred Shares was not adjusted as it was not probable that the Preferred Shares would become redeemable.

2 unchanged sentences

The following table provides additional information regarding the Company’s leases:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating lease cost

7 unchanged sentences

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.

During the three and six months ended June 30, 2021, the Company recognized an impairment charge of $ 303 resulting from the derecognition of a right-of-use

asset upon exiting its London office in February 2021, as well as costs incurred to restore the office space to its original condition.

This loss is included in impairments in the Consolidated Statements of Operations.

The following table discloses future minimum lease payments at June 30, 2022 with respect to the Company’s operating lease liabilities:

During the three and nine months ended September 30, 2021, the Company recognized an impairment charge of $ 9,277 and $ 9,580 , respectively, resulting from the derecognition of right-of-use

assets upon exiting its New York and London offices in September 2021 and February 2021, respectively, as well as costs incurred to restore the office spaces to their original condition.

These losses are included in impairments in the Company’s Consolidated Statements of Operations (Note 23).

The following table discloses future minimum lease payments at September 30, 2022 with respect to the Company’s operating lease liabilities:

Remainder of 2022

1 unchanged sentence

Total future minimum lease payments (undiscounted)

The following table reconciles the future minimum lease payments (disclosed above) at June 30, 2022 to the operating lease liabilities recognized in the Consolidated Balance Sheets:

The following table reconciles the future minimum lease payments (disclosed above) at September 30, 2022 to the operating lease liabilities recognized in the Consolidated Balance Sheets:

Amounts recognized in the Consolidated Balance Sheets

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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.

Total damages sought by all investors are approximately € 15,800 ($ 16,600 ) at June 30, 2022.

Total damages sought by all investors are approximately € 15,800 ($ 15,378 ) at September 30, 2022.

The Company is currently assessing these claims with its external counsel.

An accrual has not been made with respect to these matters at June 30, 2022 and December 31, 2021.

An accrual has not been made with respect to these matters at September 30, 2022 and December 31, 2021.

Variable Interest Entities

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The following table presents information about the Company’s variable interests in non-consolidated

Carrying Amount – Assets (Securrency)

September 30,

Carrying Amount

— Assets (Securrency)

Preferred stock—Series A Shares

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Subtotal—Securrency

Carrying Amount – Assets (Fnality)

Carrying Amount

— Assets (Fnality)

Convertible note

Carrying Amount – Assets (Onramp)

Carrying Amount

— Assets (Onramp)

Preferred stock

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Revenues from Contracts with Customers

The following table presents the Company’s total revenues from contracts with

The following table presents the Company’s total revenues from contracts with customers:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

1 unchanged sentence

Total operating revenues

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

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.

9 unchanged sentences

Geographic Distribution of Revenue

The following table presents the Company’s total revenues geographically as determined by where the respective management companies

The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

1 unchanged sentence

Total operating revenues

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

Related Party Transactions

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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,

Receivable from WTT

5 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Advisory services provided to WTT

1 unchanged sentence

Advisory services provided to WMAI and WTI

Advisory fees previously reported have been revised due to an immaterial error correction.

These revisions had no effect on previously reported net income.

See Note 2 for additional information.

The Company also has investments in certain WisdomTree ETFs of approximately $ 12,841 and $ 18,526 at June 30, 2022 and December 31, 2021, respectively.

Net gains and losses related to trading WisdomTree ETFs were ($ 313 ) and ($ 1,119 ), respectively, during the three and six months ended June 30, 2022, and $ 167 and ($ 217 ), respectively, during the comparable periods in 2021.

Such gains and losses are recorded in other losses and gains, net in the Consolidated Statements of Operations.

The Company also has investments in certain WisdomTree ETFs of approximately $ 12,387 and $ 18,526 at September 30, 2022 and December 31, 2021, respectively.

Net gain and (losses) related to trading WisdomTree ETFs were ($ 489 ) and ($ 1,608 ), respectively, during the three and nine months ended September 30, 2022, and ($ 92 ) and $ 75 , respectively, during the comparable periods in 2021.

Such gains and losses are recorded in other losses, net in the Consolidated Statements of Operations.

Stock-Based Awards

On June 20, 2016, the Company’s stockholders approved an equity award plan under which the Company can issue up to 10,000,000

shares of common stock (less one share for every share granted under prior plans since March 31, 2016 and inclusive of shares available under the prior plans as of March 31, 2016) in the form of stock options and other 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 since 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.

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• If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100 % regardless of the relative TSR percentile.

Stock-based compensation expense was $ 2,432 and $ 5,368 , respectively, during the three and six months ended June 30, 2022, and $ 2,121 and $ 5,264 , respectively, during the comparable periods in 2021.

Stock-based compensation expense was $ 2,454 and $ 7,822 , respectively, during the three and nine months ended September 30, 2022, and $ 2,397 and $ 7,661 , respectively, during the comparable periods in 2021.

A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows:

June 30, 2022

Vesting Period

September 30, 2022

Unrecognized Stock-

Vesting Period (Years)

Employees and directors

A summary of stock-based compensation award activity (shares) during the three months ended June 30, 2022 is as follows:

Balance at April 1, 2022

A summary of stock-based compensation award activity (shares) during the three months ended September 30, 2022 is as follows:

Balance at July 1, 2022

Exercised/vested

Balance at June 30, 2022

Stockholder Rights Plan

On March 13, 2022, the Board of Directors of the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 14, 2022, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agreement”).

Pursuant to the terms of the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a “Right”) for each outstanding share of the Company’s common stock and 1,000 Rights for each outstanding share of the Company’s Series A Non-Voting

Convertible Preferred Stock to stockholders of record as of the close of business on March 25, 2022 (the “Record Date”).

In addition, one Right would automatically attach to each share of common stock and

Rights would automatically attach to each share of Series A Non-Voting Convertible Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined in the Rights Agreement) and the expiration date of the Rights.

Each Right entitled 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

per share, of the Company at a cash exercise price

per Unit, subject to adjustment, under certain conditions specified in the Rights Agreement.

On May 25, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with ETFS Capital, Graham Tuckwell, Lion Point Capital, LP, Lion Point Capital Holdings GP, LLC and Didric Cederholm.

Also, on May 25, 2022, in connection with the Cooperation Agreement, the Company and the Rights Agent entered into Amendment No.

1 (the “Amendment”) to the Rights Agreement.

Pursuant to the Amendment, effective as of the Close of Business (as defined in the Rights Agreement) on June 2, 2022, the Rights expired and no longer remain outstanding, and the Rights Agreement, as amended by the Amendment, terminated.

Balance at September 30, 2022

Earnings Per Share

The following tables set forth reconciliations of the basic and diluted earnings/(loss) per share computations for the periods presented:

The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented:

Three Months Ended

Six Months Ended

Basic Earnings/(Loss) per Share

Net income/(loss)

September 30,

Nine Months Ended

September 30,

Basic Earnings per Share

Income distributed to participating securities

Undistributed income allocable to participating securities

Net income/(loss) available to common stockholders – Basic EPS

Net income available to common stockholders—Basic EPS

Weighted average common shares (in thousands)

Basic earnings/(loss) per share

Basic earnings per share

Three Months Ended

Six Months Ended

Diluted Earnings/(Loss) per Share

Net income/(loss) available to common stockholders

September 30,

Nine Months Ended

September 30,

Diluted Earnings per Share

Net income available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

Net income/(loss) available to common stockholders – Diluted EPS

Net income available to common stockholders—Diluted EPS

Weighted Average Diluted Shares (in thousands):

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Weighted average diluted shares, excluding participating securities (in thousands)

Diluted earnings/(loss) per share

Diluted earnings/(loss) per share presented above is calculated using the two-class

Diluted earnings per share

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.

During the six months ended June 30, 2022, there were no dilutive common stock equivalents as the Company reported a net loss for the period.

Total antidilutive non-participating

common stock equivalents were 303 and 300 , respectively, during the three and six months ended June 30, 2022, and 55 and 130 , respectively, during the comparable periods in 2021 (shares herein are reported in thousands).

Potential common shares associated with the conversion option embedded in the Convertible Notes were excluded from the computation for the three and six months ended June 30, 2022 as the Company’s average stock price during those respective periods was lower than the conversion price.

Potential common shares associated with the conversion option embedded in the Convertible Notes for the three and six months ended June 30, 2021 were 3,019 and 1,191, respectively (shares herein are reported in thousands).

The following table reconciles weighted average diluted shares as reported in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021, 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:

common stock equivalents were 483 and 410 , respectively, during the three and nine months ended September 30, 2022, and 48 and 130 , respectively, during the comparable periods in 2021 (shares herein are reported in thousands).

Potential common shares associated with the conversion option embedded in the Convertible Notes were excluded from the computation for the three and nine months ended September 30, 2022 as the Company’s average stock price during those respective periods was lower than the conversion price.

Potential common shares associated with the conversion option embedded in the Convertible Notes for the three and nine months ended September 30, 2021 were 1,042 and 1,140 , respectively (shares herein are reported in thousands).

The following table reconciles weighted average diluted shares as reported in the Consolidated Statements of Operations for the three and nine months ended September 30, 2022 and 2021, 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

Six Months Ended

Reconciliation of Weighted Average Diluted Shares (in thousands)

September 30,

Nine Months Ended

September 30,

Reconciliation of Weighted Average Diluted Shares (in

Weighted average diluted shares as disclosed on the consolidated statements of operations

3 unchanged sentences

Weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above

Excludes 15,486 participating securities and 356 potentially dilutive non-participating

common stock equivalents for the six months ended June 30, 2022 as the Company reported a net loss for the period (shares herein are reported in thousands).

Effective Income Tax Rate – Three and Six Months Ended June 30, 2022

The Company’s effective income tax rate during the three months ended June 30, 2022 of 25.0 % resulted in income tax expense of $ 2,673 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due a valuation allowance on losses recognized on securities owned and non-deductible

executive compensation.

These items were partly offset by a non-taxable

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 a non-taxable

gain on revaluation of deferred consideration.

This was partly offset an increase in the deferred tax asset valuation allowance on losses recognized on securities 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.

The Company’s effective income tax rate benefit

during the six months ended June 30, 2022 of 86.2 % resulted in an income tax benefit of $ 14,040 .

The Company’s 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) and a lower tax rate on foreign earnings.

These items were partly offset by a non-taxable

loss on revaluation of deferred consideration and an increase in the deferred tax asset valuation allowance on losses recognized on securities owned.

Effective Income Tax Rate – Three and Six Months Ended June 30, 2021

The Company’s effective income tax rate during the three months ended June 30, 2021 of 19.5 % resulted in income tax expense of $ 4,259 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due to a lower tax rate on foreign earnings.

The Company’s effective income tax rate for the six months ended June 30, 2021 of 6.5 % resulted in income tax expense of $ 2,290 .

These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on securities owned.

Effective Income Tax Rate – Three and nine months ended September 30, 2021

The Company’s effective income tax rate during the three months ended September 30, 2021 of 7.9 % resulted in income tax expense of $ 500 .

The effective income tax rate differs from the federal statutory tax rate of 21 % primarily due to a lower tax rate on foreign earnings and a non-taxable

gain on revaluation of deferred consideration, partly offset by higher non-deductible

compensation.

The Company’s effective income tax rate for the nine months ended September 30, 2021 of 6.7 % resulted in income tax expense of $ 2,790 .

The effective income tax rate differs from the federal statutory rate of 21 % primarily due to a $ 5,171 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.

These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and non-deductible

executive compensation.

Deferred Tax Assets

A summary of the components of the Company’s deferred tax assets at June 30, 2022 and December 31, 2021 are as follows:

A summary of the components of the Company’s deferred tax assets at September 30, 2022 and December 31, 2021 are as follows:

September 30,

Deferred tax assets:

2 unchanged sentences

Unrealized losses

NOLs – Foreign

Goodwill and intangible assets

Interest carryforwards

Stock-based compensation

Interest carryforwards

Foreign currency translation adjustment

10 unchanged sentences

Net Operating and Capital Losses—U.S.

The Company’s tax effected net operating losses (“NOLs”) at June 30, 2022 were $ 255 , which expire in 2024 .

The Company’s tax effected net operating losses (“NOLs”) at September 30, 2022 were $ 255 , which expire in 2024 .

The net operating loss carryforwards have been reduced by the impact of annual limitations described in the Internal Revenue Code Section 382 that arose as a result of an ownership change.

The Company’s tax effected capital losses at June 30, 2022 were $ 16,953 .

The Company’s tax effected capital losses at September 30, 2022 were $ 17,033 .

These capital losses expire between the years 2023 and 2027.

1 unchanged sentence

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 $ 1,677 at June 30, 2022.

These tax effected NOLs, all of which are carried forward indefinitely, were $ 1,607 at September 30, 2022.

Valuation Allowance

9 unchanged sentences

The table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits:

Unrecognized Tax

Balance on January 1, 2022

5 unchanged sentences

Balance at June 30, 2022

Foreign currency translation (2)

Balance at September 30, 2022

In January 2022, an audit of ManJer’s tax returns (a Jersey-based subsidiary) for the years ended December 31, 2014, 2016, 2017 and 2018 were resolved in favor of ManJer.

The settlement, as well as the reduction in unrecognized tax benefits from the lapse of the statute of limitations totaling $ 19,897 during the three months ended March 31, 2022, was recorded as an income tax benefit with an equal and offsetting amount recorded in other losses and gains, net, to recognize a reduction in the indemnification asset.

During the three months ended March 31, 2021, an income tax benefit of $ 5,171 was recorded along with an equal and offsetting amount in other losses and gains, net.

The settlement, as well as the reduction in unrecognized tax benefits from the lapse of the statute of limitations totaling $ 19,897 during the three months ended March 31, 2022, was recorded as an income tax benefit with an equal and offsetting amount recorded in other losses, net, to recognize a reduction in the indemnification asset.

During the three months ended March 31, 2021, an income tax benefit of $ 5,171 was recorded along with an equal and offsetting amount in other losses, net.

The gross unrecognized tax benefits were accrued in British pounds.

The gross unrecognized tax benefits and interest and penalties totaling $ 1,351 at June 30, 2022 are included in other non-current

The gross unrecognized tax benefits and interest and penalties totaling $ 1,220 at September 30, 2022 are included in other non-current

liabilities in the Consolidated Balance Sheets.

4 unchanged sentences

The Company is subject to U.S.

federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions and is currently under review by the State of Michigan for the years ended 2017 through 2020.

As of June 30, 2022, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2017.

federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions.

As of September 30, 2022, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2017.

ManJer’s tax returns (a Jersey-based subsidiary) were previously under review for the years ended December 31, 2014, 2016, 2017 and 2018.

In January 2022, the audit was resolved in favor of ManJer.

In addition, the Company’s tax returns were previously under review by the State of Michigan for the years ended 2017 through 2020.

In August 2022, the audit was resolved in favor of the Company.

Undistributed Earnings of Foreign Subsidiaries

, provides guidance that US 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 $

2022 and December

2021 , respectively.

Income Taxes, provides guidance that US 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 $ 198 and $ 118 at September 30, 2022 and December 31, 2021, respectively.

Shares Repurchased

5 unchanged sentences

Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records.

The Company repurchased 588,694 shares of its common stock under this program during the three and six months ended June 30, 2022, and 4,630,733 and 5,120,496

shares, respectively, during the comparable periods in 2021.

The aggregate cost of the shares repurchased during the three and six months ended June

30, 2022 was $

3,394 and the aggregate cost of the shares repurchased during the comparable periods in 2021 was $

34,506 , respectively.

During the three and nine months ended September 30, 2022, the Company repurchased 4,567 and 593,261 shares of its common stock, respectively, for aggregate consideration of $ 24 and $ 3,418 , respectively.

During the three and nine months ended September 30, 2021, the Company repurchased zero shares and 5,120,496 shares of its common stock, respectively for aggregate consideration of zero and $ 34,506 , respectively.

Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records.

As of June 30, 2022, $ 100,000 remained under this program for future purchases.

As of September 30, 2022, $ 99,976 remained under this program for future purchases.

Goodwill and Intangible Assets

1 unchanged sentence

Balance at January 1, 2022

Balance at June 30, 2022

Balance at September 30, 2022

Goodwill arising from the ETFS Acquisition of $ 84,057 is not deductible for tax purposes as the acquisition was structured as a stock acquisition occurring in the United Kingdom.

4 unchanged sentences

Software development

Balance at June 30, 2022

Balance at September 30, 2022

ETFS Acquisition (Indefinite-Lived)

4 unchanged sentences

Internally-developed software is amortized over a useful life of three years .

As of June 30, 2022, the assets were not subject to amortization, as none of the related projects have completed the software development stage.

As of June 30, 2022, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

During the three and nine months ended September 30, 2022, the Company recognized amortization expense on internally-developed software of $ 1 .

As of September 30, 2022, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

Remainder of 2022

5 unchanged sentences

On May 4, 2020, the Company closed a transaction to exit its investment in AdvisorEngine Inc.

The fair value of upfront consideration paid to the Company

was $ 9,592 .

The fair value of upfront consideration paid to the Company was $ 9,592 .

Consideration also included contingent payments totaling up to $ 10,408 which will be payable only upon AdvisorEngine achieving certain revenue milestones during the first through fourth anniversaries of such exit.

No value has been ascribed to these contingent payments at June 30, 2022 and December 31, 2021 and no contingent payments were received during the three and six months ended June 30, 2022 and 2021.

No value has been ascribed to these contingent payments at September 30, 2022 and December 31, 2021 and no contingent payments were received during the three and nine months ended September 30, 2022 and 2021.

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., the operating entity of the Company’s prior Canadian ETF business, 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 ) of additional cash consideration based upon the achievement of certain AUM growth targets as determined during the 18-month

The Company received CDN $ 3,720 (USD $ 2,774 ) in cash at closing and was paid CDN $ 3,000 (USD $ 2,360 ) of additional cash consideration based upon the achievement of certain AUM growth targets as determined during the 18-month

anniversary of the closing date.

1 unchanged sentence

anniversary of the closing date.

No value has been ascribed to these contingent payments at June 30, 2022 and December 31, 2021 and no contingent payments were received during the three and six months ended June 30, 2022 and 2021.

The following table summarizes impairments recognized by the Company:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Lease termination—New York office (Note 12)

Fixed assets—New York office (Note 8)

Lease termination—London office (Note 12)

Subsequent Events

The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements.

Increase in Authorized Shares of Common Stock

On July 15, 2022, stockholders of the Company approved an amendment to Article IV of the Company’s Amended and Restated Certificate of Incorporation to increase the Company’s authorized common stock from 250,000,000 shares to 400,000,000 shares and the corresponding increase in the total number of authorized shares of capital stock the Company may issue from 252,000,000 shares to 402,000,000 shares.

The increase in the Company’s authorized common stock has no impact on shares currently outstanding.

Approval of 2022 Equity Plan

On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up

to 16,000,000 s

hares of common stock (less one share for every share granted under the 2016 Equity Plan since 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.

There were no events requiring disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements