Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of
our financial condition and results of operations should be read together with our consolidated financial statements and the related notes
and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the
following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include
those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to
materially differ from our current expectations, please see Item 1A. “Risk Factors” of this Report. We assume no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless
required by law.
Introduction
We are a global financial innovator, offering a diverse suite of ETPs, models, solutions
and products leveraging blockchain technology. Our offerings empower investors to shape their financial future and equip financial professionals
to grow their businesses. Leveraging the latest financial infrastructure, we create products that emphasize access, transparency and provide
an enhanced user experience. Building on our heritage of innovation, we have introduced next-generation digital products and services,
including Digital Funds, tokenized assets, and our blockchain-native digital wallet, WisdomTree Prime, which is currently available in
45 U.S. states, covering approximately 80% of the U.S. population. Our institutional platform, WisdomTree Connect, further expands access
to our products.
As of December 31, 2024, we managed approximately $109.8 billion in AUM. Our ETPs
span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency
exposures. We have launched many first-to-market products and pioneered a unique alternative-weighting approach called “Modern Alpha”
that combines the outperformance potential of active management with the cost effective benefits of passive management.
Our products are distributed across all major
asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private
wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors
conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions.
These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology
challenges and scale their businesses.
As pioneers in tokenization and blockchain technology,
we view this as the next phase in the evolution in financial services. Through our digital assets strategy, we are committed to “responsible
DeFi,” aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital
assets and blockchain-enabled finance complements not only complements our core competencies, but will diversify our revenue streams and
further contribute to our growth.
Executive Summary
Our business continues to build positive momentum
as we advance our long-term strategic initiatives. We closed 2024 with AUM of $109.8 billion, a year-over-year increase of 9.6%, a testament
to the resilience of our business model and the strength of our product offering. Through disciplined execution and strategic management,
we achieved record revenues and continued expanding our operating margins. For the year ended December 31, 2024, our revenues and operating
income increased 22.5% and 56.9%, respectively, compared to the prior year, supported by scale efficiencies and effective cost control,
delivering 700 basis points of operating margin expansion. This growth, along with recent strategic actions such as the retirement of
our gold royalty obligation in 2023 and our repurchase of the Series A Preferred Stock from ETFS Capital in 2024, has meaningfully enhanced
earnings per share.
Our models strategy, offered through our Portfolio
Solutions program, remains a strong growth driver, with our model portfolios accessible across a number of platforms. This program provides
advisors with customized evaluations, a suite of off-the-shelf models, and Shared CIO services, where advisors collaborate with our models
investment team to co-manage portfolios for their clients, with options for advisors to delegate trading, rebalancing, and tax optimization
tasks leveraging third-party service providers or platforms, providing flexibility and strategic alignment. We continue to expand our
reach with new clients and deepen partnerships with platforms such as Merrill Lynch, LPL Financial, UBS, Charles Schwab, Envestnet, Adhesion
and others. The number of advisors utilizing at least one of our models surpassed 2,500, reflecting steady progress as we build deeper
relationships, improve asset retention and create more stable, higher-quality revenue streams with significant growth potential.
Beyond traditional ETPs, we are diversifying
into blockchain and digital assets. Our blockchain-native wallet, WisdomTree Prime, provides direct-to-consumer access to digital assets,
including bitcoin, ether, tokenized gold, U.S. dollar tokens and 13 Digital Funds, while also enabling spending functionality through
a co-branded debit card. WisdomTree Connect supports institutional clients by offering direct access to our Digital Funds via self-hosted
wallet or third-party custodial wallets. Our focus on “responsible DeFi,” ensures our offerings meet regulatory standards
while delivering transparency, choice, and inclusivity. This expansion into digital assets complements our core strengths, will diversify
our revenue streams and contribute further to our growth.
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We remain committed to our long-term growth
strategy, anticipating that organic inflows and AUM growth will continue to drive margin expansion and performance. Additionally, we believe
our investments in digital assets are positioned to deliver further value for our stockholders over time.
Additional business highlights include the following:
● We achieved strong product performance with over 80% of our U.S. listed AUM covered by Morningstar in the top quartile of peer performance
on the 3-year timeframe and over 65% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the
10-year timeframe. In addition, approximately 59% of our U.S. listed AUM is rated 4- or 5-star by Morningstar (less than 5% in 1-and 2-star
funds).
● We launched 14 new European listed ETPs and two new U.S. listed ETPs spanning all our major product categories.
● We celebrated the 10-year anniversary of WisdomTree in Europe. Since entering the region, we have been delivering differentiated and
value-add solutions to European investors through a comprehensive range of ETPs.
● With respect to our digital assets business: in March 2024, we were granted a charter from the New York State Department of Financial
Services to operate as a limited purpose trust company under the New York Banking Law; in September 2024, we launched WisdomTree Connect,
a platform that offers businesses and institutional users direct access to our Digital Funds using their own self-hosted wallet or a third-party
custodial wallet service; and in October 2024, WisdomTree Prime users became able to select the WisdomTree Government Money Market Digital
Fund (WTGXX) as a spending source for their WisdomTree Prime Visa Debit Card.
● In August 2024, we completed a private offering of $345.0 million in aggregate principal amount of our 3.25%
Convertible Senior Notes due 2029 and concurrently repurchased (i) $104.2 million aggregate principal amount of our 5.75% Convertible
Senior Notes due 2028, (ii) approximately 5.7 million shares of our common stock in open market transactions and (iii) all 14,750 shares
of Series A Preferred Stock (equivalent to 14.75 million shares of our common stock) from ETFS Capital. These transactions were accretive
to earnings per share.
● In the U.S., we were named a “2024 Best Places to Work in Money Management” by Pensions & Investments for the
fifth consecutive year and ranked second within the category for managers with 100-499 employees. In the U.K., we were also named Best
Workplace for medium-sized companies for the fifth consecutive year and a 2024 Best Workplace for Women by Great Place to Work .
● We were named “Best Leveraged & Inverse ETF Issuers ($1bn+)” at the ETF Express European ETF Awards and “Best ETF
Provider” at the Diaman Quant Awards in Italy. Our European business also won “Best ETF Issuer” at the Online Money Awards,
marking the third consecutive year of winning the award.
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Market Environment
The following chart reflects the annual returns
of the broad-based equity indexes and gold prices over the last three years.
Source: FactSet
U.S. Listed ETF Industry Flows
U.S. listed ETF net flows for the year ended
December 31, 2024 were $867.9 billion. U.S. equity and fixed income gathered the majority of those flows.
Source: Morningstar
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European Listed ETP Industry Flows
European listed ETP net flows were $98.4 billion
for the year ended December 31, 2024. Equities and fixed income gathered the majority of those flows.
Source: Morningstar
Industry Developments
Asset Management – Consolidation
In the recent past, a number of acquisitions
in the asset management industry have either been announced or completed. These trends have accelerated, as fee compression, cost pressures
and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s
market. We have significant opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets
and blockchain-enabled financial services, which positions us well for success to grow in this competitive landscape.
Components of Operating Revenue
Advisory fees
A significant portion of our revenues is comprised of advisory
fees we earn from our ETPs. These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. As of
the date of this Report, our weighted average fee rates by product category are as follows:
Commodity & Currency:
35bps
Leveraged & Inverse:
81bps
International Developed Market Equity:
49bps
Fixed Income:
16bps
U.S. Equity:
30bps
Alternatives:
50bps
Emerging Market Equity:
61bps
Cryptocurrency:
32bps
We determine the appropriate advisory fee to
charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service
providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs. From time to time, we implement voluntary
waivers of a portion of our advisory fee. In addition, we earn a fee based on daily aggregate AUM of our ETPs in exchange for bearing
certain fund expenses.
Our advisory fee revenues may fluctuate based
on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar,
increased competition and level of inflows or outflows from our ETPs.
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Other revenues
Other revenues include rebates from swap providers to our
European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and index
data to third parties.
Components of Operating Expenses
Our operating expenses consist primarily of
costs related to selling, operating and marketing our ETPs as well as the infrastructure needed to run our business.
Compensation and benefits
Employee compensation and benefits expenses are expensed when
incurred and include salaries, incentive compensation, and related benefit costs. To attract and retain qualified personnel, we must maintain
competitive employee compensation and benefit plans and amounts we pay may be affected by inflation. Virtually all of our employees receive
incentive compensation which is variable and will fluctuate taking into consideration our operating and financial results, as well as
individual performance and discretion.
Also included in compensation and benefits are
costs related to equity awards granted to our employees. Our executive management and Board of Directors strongly believe that equity
awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity in
the Company aligns the interests of our employees with that of our stockholders. We use the fair value method in recording compensation
expense for equity-based awards. Under the fair value method, compensation expense is measured at the grant date based on the estimated
fair value of the award and is recognized as an expense over the vesting period.
Fund management and administration
Fund management and administration expenses
are expensed when incurred and are comprised of the following costs we pay third-party service providers to operate our ETPs and Digital
Funds:
● portfolio management of our ETPs (sub-advisory);
● fund accounting and administration;
● custodial and storage services;
● market making;
● transfer agency;
● accounting and tax services;
● printing and mailing of shareholder materials;
● index calculation;
● indicative values;
● distribution fees;
● legal and compliance services;
● exchange listing fees;
● trustee fees and expenses;
● preparation of regulatory reports and filings;
● insurance;
● certain local income taxes; and
● other administrative services.
We are not responsible for extraordinary expenses,
taxes and certain other expenses related to the funds.
We depend on a number of parties to provide
critical administrative, custody and portfolio management services to our ETPs. The fees we pay our sub-advisers generally are the higher
of the fixed minimums per fund, which range from $25,000 to $180,000 per year, or the percentage fee, which ranges between 0.01% and 0.20%
per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP. In addition, we pay certain costs based
on transactions in our ETPs or based on inflow levels.
The fees we pay for accounting, tax, transfer
agency, index calculation, indicative values and exchange listing are based on the number of ETPs we have. The remaining fees are based
on a combination of both AUM and number of funds, or as incurred.
Marketing and advertising
Marketing and advertising expenses are recorded
when incurred and include the following:
● advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness;
● marketing campaigns to attract WisdomTree Prime and WisdomTree Connect users;
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● development and maintenance of our website; and
● creation and preparation of marketing materials.
Our discretionary advertising comprises the
largest portion of this expense. In addition, we may incur expenditures in certain periods to attract inflows, the benefit of which may
or may not be recognized from increases to our AUM in future periods. However, due to the discretionary nature of some of these costs,
they can generally be reduced if there were a decline in the markets.
Sales and business development
Sales and business development expenses are
recorded when incurred and include the following:
● travel and entertainment or conference related expenses for our sales force;
● market data services for our research team;
● sales related software tools;
● voluntary payment of certain costs associated with the creation or redemption of ETP shares, as we may elect from time to time; and
● legal and other advisory fees associated with the development of new funds or business initiatives.
Contractual gold payments
Contractual gold payments expense represented
an obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically backed
gold ETPs. Our obligation to continue making these payments was terminated on May 10, 2023. See Note 9 to our Consolidated Financial Statements
for additional information.
Professional fees
Professional fees are expensed when incurred
and consist of fees we pay to corporate advisers including accountants, tax advisers, legal counsel, investment bankers, human resources
or other consultants. Professional fees also include expenses we pay third-party service providers related to WisdomTree Prime and expenses
incurred in response to an activist campaign. These expenses fluctuate based on our needs or requirements at the time. Certain of these
costs are at our discretion and can fluctuate year to year.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
includes costs for our corporate headquarters in New York City as well as office related costs in our other locations.
Depreciation and amortization
Depreciation and amortization expense results
from amortization of internally-developed software as well as depreciation on fixed assets, which are depreciated/amortized over three
to five years.
Third-party distribution fees
Third-party distribution fees, which are expensed
as incurred, include payments made to enable our products and models to be included on certain third-party platforms in exchange for commission-free
trading or other preferential access. These expenses also include payments to our third-party marketing agents in Latin America and Israel.
Other
Other expenses consist primarily of insurance
premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related
travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards we granted to our directors.
Components of Other Income/(Expenses) of a Recurring Nature
Interest expense
We recognize interest expense using the effective
interest method which includes the amortization of discounts, premiums and issuance costs.
Revaluation/termination of deferred consideration–gold
payments
Deferred consideration arose in connection with
our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, or the
ETFS Acquisition, and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected
discount rate and perpetual growth rate. This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to
our Consolidated Financial Statements for additional information.
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Interest income
Interest income, which is recognized on an accrual
basis, arises from investing our corporate cash into interest-bearing financial instruments.
Other gains/(losses), net
Included herein are gains and losses arising
from our financial instruments owned and investments, the sale of gold earned from advisory fees paid by physically-backed gold ETPs,
foreign exchange and other miscellaneous items. Also included are losses arising from the release of tax-related indemnification assets
upon the expiration of the statute of limitations, for which an equal and offsetting benefit is recognized in income tax expense.
Income Taxes
Our income tax expense consists of taxes due
to federal, various state and local and certain foreign authorities.
Expense Guidance for the Year Ending December 31, 2025
Compensation to Revenue Ratio
Our compensation to revenue ratio for the year
ending December 31, 2025 is currently estimated to range from 28% to 30% and takes into consideration planned hires as well as year-end
compensation adjustments and the annualization of hires made during 2024. The range also considers variability in incentive compensation
with drivers including the magnitude of our flows, revenue and operating income growth, margin expansion and our stock price performance
in relation to our peers. A range is provided in consideration of uncertain market conditions.
Discretionary Spending
Discretionary spending includes marketing, sales,
professional fees, occupancy and equipment, depreciation and amortization and other expenses. We currently estimate our discretionary
spending for the year ending December 31, 2025 to range from $68.0 million to $72.0 million.
Not included in the guidance above are any potential
non-recurring expenses we may incur in response to a potential proxy contest. Such expenses could be material to our results of operations
for the year ending December 31, 2025.
Gross Margin
We define gross margin as total operating revenues
less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues.
For the year ending December 31, 2025, we currently estimate that our gross margin percentage will be 81.0% to 82.0% taking into consideration
current AUM and revenue levels, changes in service providers and anticipated fund launches. If AUM increases, we would anticipate further
gross margin expansion.
Third-Party Distribution Expense
We currently estimate third-party distribution
expense to be approximately $11.0 million to $12.0 million for the year ending December 31, 2025, which is dependent upon the AUM growth
on our respective platforms.
Interest Expense
We currently estimate our interest expense for
the year ending December 31, 2025 to be $22.0 million, which is inclusive of approximately $2.0 million of interest cost we are required
to impute under U.S. GAAP related to our interest-free financing of the shares of Series C Non-Voting Convertible Preferred Stock (the
“Series C Preferred Stock”) we repurchased from Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of
the World Gold Council, in November 2023.
Interest Income
We currently estimate our interest income for
the year ending December 31, 2025 to be $7.0 million, based upon the magnitude of our forecasted interest earning assets.
Income Tax Expense
We currently estimate that our consolidated
normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2025, taking into consideration the
current distribution of profits among our U.S. and European businesses.
This estimated rate may change and is dependent
upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted.
Such items may include, but are not limited to, increases or decreases in valuation allowances and any stock-based compensation windfalls
or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
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Weighted Average Diluted Shares
We currently estimate our weighted average diluted
shares to be between 149.0 million and 150.0 million during the year ending December 31, 2025. This guidance does not take into consideration
any variability in shares associated with our Convertible Notes. While our Convertible Notes require principal to be paid in cash, our
diluted shares would need to be increased for any incremental shares associated with an exercise of the conversion option if our stock
price exceeds the applicable conversion price of our Convertible Notes of $9.54 per share for the 5.75% Convertible Senior Notes due 2028,
$11.04 per share for the 3.25% Convertible Senior Notes due 2026 and $11.82 per share for the 3.25% Convertible Senior Notes due 2029.
Factors that May Impact our Future Financial Results
Our AUM is well diversified across the commodity,
U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed
to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well
as the performance of these products.
Our revenues are also highly correlated to the
level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our
average advisory fee, which for the years ended December 31, 2022, 2023 and 2024 were 0.38%, 0.36% and 0.36%, respectively.
The chart below sets forth the asset mix of
our ETPs at December 31, 2022, 2023 and 2024:
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Key Operating Statistics
The following table presents key operating statistics
that serve as indicators for the performance of our business:
Year
Ended December 31,
2024
2023
2022
GLOBAL
ETPs (in millions )
Beginning of period
assets
$ 100,124
$ 81,993
$ 77,479
(Outflows)/Inflows
(348 )
10,397
12,180
Market
appreciation/(depreciation)
10,003
7,734
(7,666 )
End
of period assets
$ 109,779
$ 100,124
$ 81,993
Average assets during the
period
$ 108,417
$ 92,867
$ 76,969
Average
advisory fee during the period
0.36%
0.36%
0.38%
Number of ETPs—end of
the period
353
337
339
US
LISTED ETFs (in millions )
Beginning of period assets
$ 72,486
$ 55,973
$ 48,210
Inflows
1,399
10,795
14,572
Market
appreciation/(depreciation)
5,210
5,718
(6,809 )
End
of period assets
$ 79,095
$ 72,486
$ 55,973
Average assets during the
period
$ 78,588
$ 64,988
$ 49,723
Number of ETPs—end of
the period
78
76
79
EUROPEAN
LISTED ETPs (in millions )
Beginning of period assets
$ 27,638
$ 26,020
$ 29,269
Outflows
(1,747 )
(398 )
(2,392 )
Market
appreciation/(depreciation)
4,793
2,016
(857 )
End
of period assets
$ 30,684
$ 27,638
$ 26,020
Average assets during the
period
$ 29,829
$ 27,879
$ 27,246
Number of ETPs—end of
the period
275
261
260
PRODUCT
CATEGORIES (in millions )
U.S.
Equity
Beginning of period assets
$ 29,156
$ 24,112
$ 23,860
Inflows
2,184
1,616
3,345
Market
appreciation/(depreciation)
4,074
3,428
(3,093 )
End
of period assets
$ 35,414
$ 29,156
$ 24,112
Average assets during the
period
$ 32,596
$ 25,721
$ 22,881
Commodity
& Currency
Beginning of period assets
$ 21,336
$ 22,097
$ 24,599
Outflows
(3,140 )
(1,774 )
(2,911 )
Market
appreciation
3,710
1,013
409
End
of period assets
$ 21,906
$ 21,336
$ 22,097
Average assets during the
period
$ 22,070
$ 22,843
$ 23,406
Fixed
Income
Beginning of period assets
$ 21,197
$ 15,273
$ 4,356
(Outflows)/inflows
(1,062 )
5,939
11,299
Market
depreciation
(92 )
(15 )
(382 )
End
of period assets
$ 20,043
$ 21,197
$ 15,273
Average assets during the
period
$ 20,973
$ 19,804
$ 9,039
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Year Ended December 31,
2024
2023
2022
International Developed Market Equity
Beginning of period assets
$ 15,103
$ 10,195
$ 11,894
Inflows
1,522
2,852
101
Market appreciation/(depreciation)
977
2,056
(1,800 )
End of period assets
$ 17,602
$ 15,103
$ 10,195
Average assets during the period
$ 17,963
$ 12,824
$ 10,568
Emerging Market Equity
Beginning of period assets
$ 10,726
$ 8,116
$ 10,375
(Outflows)/inflows
(654 )
1,678
27
Market appreciation/(depreciation)
396
932
(2,286 )
End of period assets
$ 10,468
$ 10,726
$ 8,116
Average assets during the period
$ 11,460
$ 9,287
$ 8,843
Leveraged & Inverse
Beginning of period assets
$ 1,815
$ 1,754
$ 1,777
(Outflows)/inflows
(66 )
(5 )
192
Market appreciation/(depreciation)
175
66
(215 )
End of period assets
$ 1,924
$ 1,815
$ 1,754
Average assets during the period
$ 1,923
$ 1,813
$ 1,704
Cryptocurrency
Beginning of period assets
$ 414
$ 136
$ 357
Inflows
749
50
36
Market appreciation/(depreciation)
749
228
(257 )
End of period assets
$ 1,912
$ 414
$ 136
Average assets during the period
$ 997
$ 247
$ 230
Alternatives
Beginning of period assets
$ 377
$ 310
$ 261
Inflows
119
41
91
Market appreciation/(depreciation)
14
26
(42 )
End of period assets
$ 510
$ 377
$ 310
Average assets during the period
$ 435
$ 328
$ 298
Headcount
313
303
273
Note: Previously issued statistics may be restated
due to fund closures and trade adjustments
Source: WisdomTree
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Year Ended December 31, 2024 Compared to Year Ended December 31,
2023
Selected Operating and Financial Information
Year Ended
December 31,
2024
2023
Change
Percent
Change
AUM (in millions)
Average AUM
$ 108,417
$ 92,867
$ 15,550
16.7 %
Operating Revenues (in thousands)
Advisory fees
$ 395,362
$ 333,227
$ 62,135
18.6 %
Other revenues
32,375
15,808
16,567
104.8 %
Total revenues
$ 427,737
$ 349,035
$ 78,702
22.5 %
Operating Revenues
Advisory fees
Advisory fee revenues increased 18.6% from $333.2
million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM. Our
average advisory fee remained 0.36%, unchanged from the year ended December 31, 2023.
Other revenues
Other revenues increased 104.8% from $15.8 million
during the year ended December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable
to our European listed ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with
the SEC ESG Settlement that are expected to be covered by insurance.
Operating Expenses
Year Ended
December 31,
Percent
(in thousands)
2024
2023
Change
Change
Compensation and benefits
$ 121,281
$ 109,532
$ 11,749
10.7 %
Fund management and administration
83,963
71,348
12,615
17.7 %
Marketing and advertising
20,532
17,256
3,276
19.0 %
Sales and business development
14,817
13,584
1,233
9.1 %
Contractual gold payments
—
6,069
(6,069 )
n/a
Professional fees
21,098
18,969
2,129
11.2 %
Occupancy, communications and equipment
5,344
4,684
660
14.1 %
Depreciation and amortization
1,752
872
880
100.9 %
Third-party distribution fees
11,138
9,377
1,761
18.8 %
Other
10,519
9,852
667
6.8 %
Total operating expenses
$ 290,444
$ 261,543
$ 28,901
11.1 %
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Year Ended
December 31,
As a Percent of Revenues:
2024
2023
Compensation and benefits
28.4%
31.6%
Fund management and administration
19.6%
20.4%
Marketing and advertising
4.8%
4.9%
Sales and business development
3.5%
3.9%
Contractual gold payments
—
1.7%
Professional fees
4.9%
5.4%
Occupancy, communications and equipment
1.2%
1.3%
Depreciation and amortization
0.4%
0.2%
Third-party distribution fees
2.6%
2.7%
Other
2.5%
2.8%
Total operating expenses
67.9%
74.9%
Compensation and benefits
Compensation and benefits expense increased
10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher
stock-based compensation, incentive compensation and headcount. Headcount was 303 and 313 at December 31, 2023 and 2024, respectively.
Fund management and administration
Fund management and administration expense increased
17.7% from $71.3 million during the year ended December 31, 2023 to $84.0 million during the year ended December 31, 2024 primarily due
to higher average AUM. We had 76 U.S. listed ETFs and 261 European listed ETPs at December 31, 2023 compared to 78 U.S. listed ETFs and
275 European listed ETPs at December 31, 2024.
Marketing and advertising
Marketing and advertising expense increased
19.0% from $17.3 million during the year ended December 31, 2023 to $20.5 million during the year ended December 31, 2024 primarily
resulting from higher spending related to our U.S. listed and digital products.
Sales and business development
Sales and business development expense increased
9.1% from $13.6 million during the year ended December 31, 2023 to $14.8 million during the year ended December 31, 2024 primarily resulting
from increases in travel and events spending.
Contractual gold payments
There was no contractual gold payments expense
recognized during the year ended December 31, 2024 due to the termination of our deferred consideration—gold payments obligation
on May 10, 2023. See Note 9 to our Consolidated Financial Statements for additional information.
Professional fees
Professional fees increased 11.2% from $19.0 million
during the year ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other
related expenses expected to be covered by insurance that were incurred in connection with the SEC ESG Settlement, partly offset by lower
expenses incurred in response to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 14.1% from $4.7 million during the year ended December 31, 2023 to $5.3 million during the year ended December 31, 2024 due
to the increased cost of renewed office leases.
Depreciation and amortization
Depreciation and amortization expense increased
100.9% from $0.9 million during the year ended December 31, 2023 to $1.8 million during the year ended December 31, 2024 due to higher
amortization of software development costs.
Third-party distribution fees
Third-party distribution fees increased 18.8%
from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth
in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach.
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Table of Contents
Other
Other expenses increased 6.8% from $9.9 million
during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and
travel-related expenses.
Other Income/(Expenses)
Year Ended
December 31,
Percent
(in thousands)
2024
2023
Change
Change
Interest expense
$ (18,911 )
$ (15,242 )
$ (3,669 )
24.1 %
Gain on revaluation/termination of deferred consideration—gold payments
—
61,953
(61,953 )
n/a
Interest income
6,778
4,099
2,679
65.4 %
Impairments
—
(7,942 )
7,942
n/a
Loss on extinguishment of convertible notes
(30,632 )
(9,721 )
(20,911 )
215.1 %
Other gains/(losses), net
874
(1,631 )
2,505
(153.6 %)
Total other income/(expenses), net
$ (41,891 )
$ 31,516
$ (73,407 )
(232.9 %)
Year Ended December 31,
As a Percent of Revenues:
2024
2023
Interest expense
(4.4% )
(4.4% )
Gain on revaluation/termination of deferred consideration—gold payments
—
17.8%
Interest income
1.6%
1.2%
Impairments
—
(2.3% )
Loss on extinguishment of convertible notes
(7.2% )
(2.8% )
Other gains/(losses), net
0.2%
(0.5% )
Total other income/(expenses), net
(9.8% )
9.0%
Interest expense
Interest expense increased 24.1% from $15.2
million during the year ended December 31, 2023 to $18.9 million during the year ended December 31, 2024 due to a higher level of debt
outstanding, partly offset by a lower average interest rate.
Our effective interest rate on our outstanding
Convertible Notes during the years ended December 31, 2023 and 2024 was 4.9% and 4.5%, respectively.
Gain on revaluation/termination of deferred consideration
No gains or losses on revaluation/termination
of deferred consideration—gold payments were recognized during the year ended December 31, 2024, as this obligation was terminated
on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information.
Interest income
Interest income increased 65.4% from $4.1 million
during the year ended December 31, 2023 to $6.8 million during the year ended December 31, 2024 due to a higher level of interest-bearing
assets.
Impairments
No impairments were recognized during the year
ended December 31, 2024, while during the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily
related to our investment in Securrency, Inc. upon the sale of Securrency, Inc. to an unrelated third party. (See Notes 7 and 26 to our
Consolidated Financial Statements).
Other losses, net
Other gains/(losses), net were ($1.6) million
and $0.9 million during the years ended December 31, 2023 and 2024, respectively. The current year includes a $4.0 million civil money
penalty in connection with the SEC ESG Settlement. Also included are net gains of $4.9 million and net losses of $1.1 million on our financial
instruments owned and our investments, respectively. Gains and losses also generally arise from the sale of gold earned from advisory
fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.
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Table of Contents
Income Taxes
Our effective income tax rate for 2024 was 30.1%,
resulting in an income tax expense of $28.7 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a
non-deductible loss on extinguishment of convertible notes, a non-deductible civil money penalty of $4.0 million in connection with the
SEC ESG Settlement and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Our effective income tax rate for 2023 was 13.8%,
resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due
to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the
release of a tax-related indemnification asset and a lower tax rate on foreign earnings. These items were partly offset by a non-deductible
loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax
asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
Year Ended December 31, 2023 Compared to Year Ended December 31,
2022
Selected Operating and Financial Information
Year Ended
December 31,
Percent
2023
2022
Change
Change
AUM (in millions)
Average AUM
$ 92,867
$ 76,969
$ 15,898
20.7%
Operating Revenues (in thousands)
Advisory fees
$ 333,227
$ 293,632
$ 39,595
13.5%
Other revenues
15,808
7,713
8,095
105.0%
Total revenues
$ 349,035
$ 301,345
$ 47,690
15.8%
Operating Revenues
Advisory fees
Advisory fee revenues increased 13.5% from $293.6
million during the year ended December 31, 2022 to $333.2 million during the year ended December 31, 2023 as higher average AUM was partially
offset by a decline in our average advisory fee. Our average advisory fee declined from 0.38% during the year ended December 31, 2022
to 0.36% during the year ended December 31, 2023.
Other revenues
Other revenues increased 105.0% from $7.7 million
during the year ended December 31, 2022 to $15.8 million during the year ended December 31, 2023 primarily due to higher other revenues
attributable to our European listed ETPs.
Operating Expenses
Year Ended
December 31,
Percent
(in thousands)
2023
2022
Change
Change
Compensation and benefits
$ 109,532
$ 97,897
$ 11,635
11.9%
Fund management and administration
71,348
64,761
6,587
10.2%
Marketing and advertising
17,256
15,302
1,954
12.8%
Sales and business development
13,584
11,871
1,713
14.4%
Contractual gold payments
6,069
17,108
(11,039 )
(64.5% )
Professional fees
18,969
13,800
5,169
37.5%
Occupancy, communications and equipment
4,684
3,898
786
20.2%
Depreciation and amortization
872
262
610
232.8%
Third-party distribution fees
9,377
7,656
1,721
22.5%
Other
9,852
8,705
1,147
13.2%
Total operating expenses
$ 261,543
$ 241,260
$ 20,283
8.4%
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Year Ended
December 31,
As a Percent of Revenues:
2023
2022
Compensation and benefits
31.6 %
32.5 %
Fund management and administration
20.4 %
21.5 %
Marketing and advertising
4.9 %
5.1 %
Sales and business development
3.9 %
3.9 %
Contractual gold payments
1.7 %
5.7 %
Professional fees
5.4 %
4.6 %
Occupancy, communications and equipment
1.3 %
1.3 %
Depreciation and amortization
0.2 %
0.1 %
Third-party distribution fees
2.7 %
2.5 %
Other
2.8 %
2.9 %
Total operating expenses
74.9 %
80.1 %
Compensation and benefits
Compensation and benefits expense increased
11.9% from $97.9 million during the year ended December 31, 2022 to $109.5 million during the year ended December 31, 2023 due to higher
stock-based compensation and headcount. Headcount was 273 and 303 at December 31, 2022 and 2023, respectively.
Fund management and administration
Fund management and administration expense increased
10.2% from $64.8 million during the year ended December 31, 2022 to $71.3 million during the year ended December 31, 2023 primarily due
to higher average AUM and inflows. We had 79 U.S. listed ETFs and 260 European listed ETPs at December 31, 2022 compared to 76 U.S. listed
ETFs and 261 European listed ETPs at December 31, 2023.
Marketing and advertising
Marketing and advertising expense increased
12.8% from $15.3 million during the year ended December 31, 2022 to $17.3 million during the year ended December 31, 2023 primarily
resulting from higher spending related to our U.S. listed products.
Sales and business development
Sales and business development expense increased
14.4% from $11.9 million during the year ended December 31, 2022 to $13.6 million during the year ended December 31, 2023 primarily resulting
from increases in travel and events spending.
Contractual gold payments
Contractual gold payments expense decreased
64.5% from $17.1 million during the year ended December 31, 2022 to $6.1 million during the year ended December 31, 2023 due to the
termination of our deferred consideration—gold payments obligation on May 10, 2023. See Note 9 to our Consolidated Financial Statements
for additional information.
Professional fees
Professional fees increased 37.5% from $13.8 million
during the year ended December 31, 2022 to $19.0 million during the year ended December 31, 2023 due to higher expenses related to our
digital assets business, as well as expenses incurred to terminate our deferred consideration—gold payments obligation and higher
expenses related to an activist campaign.
Occupancy, communications and equipment
Occupancy, communications and equipment expense
increased 20.2% from $3.9 million during the year ended December 31, 2022 to $4.7 million during the year ended December 31, 2023 as our
New York office lease became effective in May 2022.
Depreciation and amortization
Depreciation and amortization expense increased
232.8% from $0.3 million during the year ended December 31, 2022 to $0.9 million during the year ended December 31, 2023 due to amortization
of software development costs.
Third-party distribution fees
Third-party distribution fees increased 22.5%
from $7.7 million during the year ended December 31, 2022 to $9.4 million during the year ended December 31, 2023 primarily due to AUM
growth we are experiencing in Latin America.
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Table of Contents
Other
Other expenses increased 13.2% from $8.7 million
during the year ended December 31, 2022 to $9.9 million during the year ended December 31, 2023 primarily due to higher travel, public
relations and Board of Directors expenses.
Other Income/(Expenses)
Year Ended
December 31,
Percent
(in thousands)
2023
2022
Change
Change
Interest expense
$ (15,242 )
$ (14,935 )
$ (307 )
2.1 %
Gain on revaluation/termination of deferred consideration—gold payments
61,953
27,765
34,188
123.1 %
Interest income
4,099
3,320
779
23.5 %
Impairments
(7,942 )
—
(7,942 )
n/a
Loss on extinguishment of convertible notes
(9,721 )
—
(9,721 )
n/a
Other losses, net
(1,631 )
(36,285 )
34,654
95.5 %
Total other income/(expenses), net
$ 31,516
$ (20,135 )
$ 51,651
256.5 %
Year Ended December 31,
As a Percent of Revenues:
2023
2022
Interest expense
(4.4 %)
(5.0 %)
Gain on revaluation/termination of deferred consideration—gold payments
17.8 %
9.2 %
Interest income
1.2 %
1.1 %
Impairments
(2.3 %)
—
Loss on extinguishment of convertible notes
(2.8 %)
—
Other losses, net
(0.5 %)
(12.0 %)
Total other income/(expenses), net
9.0 %
(6.7 %)
Interest expense
Interest expense was essentially unchanged during
the year ended December 31, 2023.
Our effective interest rate on our outstanding
convertible notes during the years ended December 31, 2022 and 2023 was 4.6% and 4.9%, respectively.
Gain on revaluation/termination of deferred consideration
We recognized a gain on revaluation/termination
of deferred consideration—gold payments of $27.8 million and $62.0 million during the years ended December 31, 2022 and 2023, respectively.
This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for
additional information.
Interest income
Interest income increased 23.5% from $3.3 million
during the year ended December 31, 2022 to $4.1 million during the year ended December 31, 2023 due to rising interest rates, partially
offset by a decrease in our interest-bearing assets.
Impairments
During the year ended December 31, 2023, we
recognized a non-cash impairment charge of $7.9 million primarily related to our investment in Securrency, Inc. upon the sale of Securrency,
Inc. to an unrelated third party. (See Notes 7, 8, 13 and 26 to our Consolidated Financial Statements).
Other losses, net
Other losses, net were $36.3 million and $1.6
million during the years ended December 31, 2022 and 2023, respectively. This includes a charge of $19.9 million and $1.4 million during
the years ended December 31, 2022 and 2023, respectively, arising from the release of a tax-related indemnification asset upon the expiration
of the statute of limitations. An equal and offsetting benefit has been recognized in income tax expense. During the years ended December
31, 2022 and 2023, we also recognized losses on our financial instruments owned and investments of $16.9 million and $0.7 million, respectively.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign
exchange fluctuations and other miscellaneous items.
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Table of Contents
Income Taxes
Our effective income tax rate for 2023 was 13.8%,
resulting in income tax expense of $16.5 million. The effective tax rate differs from the federal statutory rate of 21% primarily due
to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the
release of the tax-related indemnification asset described above and a lower tax rate on foreign earnings. These items were partly offset
by a non-deductible loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase
in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.
Our effective income tax rate for the year ended
December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million. Our tax rate differs from the federal statutory
rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification
asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred
consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation
allowance on losses recognized on financial instruments owned.
56
Table of Contents
Quarterly Results
The following tables set forth our unaudited
consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated
quarterly operating data for the quarters in 2024 and 2023. In our opinion, this unaudited information has been prepared on substantially
the same basis as the consolidated financial statements appearing elsewhere in this Report and includes all adjustments (consisting of
normal recurring adjustments) necessary for a fair statement of the unaudited consolidated quarterly data. The unaudited consolidated
quarterly data should be read together with the consolidated financial statements and related notes included elsewhere in this Report.
The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.
(in thousands, except per share amounts)
Q4/24
Q3/24
Q2/24
Q1/24
Q4/23
Q3/23
Q2/23
Q1/23
Operating Revenues:
Advisory fees
$ 102,264
$ 101,659
$ 98,938
$ 92,501
$ 86,988
$ 86,598
$ 82,004
$ 77,637
Other revenues
8,433
11,509
8,096
4,337
3,856
3,825
3,720
4,407
Total revenues
110,697
113,168
107,034
96,838
90,844
90,423
85,724
82,044
Operating Expenses:
Compensation and benefits
30,032
29,405
30,790
31,054
27,860
27,955
26,319
27,398
Fund management and
administration
22,858
21,004
20,139
19,962
18,445
18,023
17,727
17,153
Marketing and advertising
6,117
4,897
5,110
4,408
4,951
3,833
4,465
4,007
Sales and business development
4,101
3,465
3,640
3,611
3,881
3,383
3,326
2,994
Contractual gold payments
—
—
—
—
—
—
1,583
4,486
Professional fees
4,559
6,315
6,594
3,630
3,201
3,719
8,334
3,715
Occupancy, communications and
equipment
1,423
1,397
1,314
1,210
1,208
1,203
1,172
1,101
Depreciation and amortization
504
447
418
383
335
307
121
109
Third-party distribution fees
3,161
2,983
2,687
2,307
2,549
2,694
1,881
2,253
Other
2,902
2,463
2,831
2,323
2,379
2,601
2,615
2,257
Total operating expenses
75,657
72,376
73,523
68,888
64,809
63,718
67,543
65,473
Operating income
35,040
40,792
33,511
27,950
26,035
26,705
18,181
16,571
Other Income/(Expenses):
Interest expense
(5,616 )
(5,027 )
(4,140 )
(4,128 )
(3,758 )
(3,461 )
(4,021 )
(4,002 )
Gain on revaluation/termination of
deferred consideration
—
—
—
—
—
—
41,361
20,592
Interest income
2,147
1,795
1,438
1,398
1,225
791
1,000
1,083
Impairments
—
—
—
—
(339 )
(2,703 )
—
(4,900 )
Loss on extinguishment of
convertible notes
—
(30,632 )
—
—
—
—
—
(9,721 )
Other gains and losses, net
2,627
(3,062 )
(1,283 )
2,592
1,602
(2,512 )
1,286
(2,007 )
Income before income taxes
34,198
3,866
29,526
27,812
24,765
18,820
57,807
17,616
Income tax expense
6,890
8,351
7,767
5,701
5,688
5,836
3,555
1,383
Net income/(loss)
$ 27,308
$ (4,485 )
$ 21,759
$ 22,111
$ 19,077
$ 12,984
$ 54,252
$ 16,233
Earnings/(loss) per share—basic
$ 0.19
$ (0.13 )
$ 0.13
$ 0.14
$ 0.16
$ 0.07
$ 0.32
$ 0.10
Earnings/(loss) per share—diluted
$ 0.18
$ (0.13 )
$ 0.13
$ 0.13
$ 0.16
$ 0.07
$ 0.32
$ 0.10
Dividends per common share
$ 0.03
$ 0.03
$ 0.03
$ 0.03
$ 0.03
$ 0.03
$ 0.03
$ 0.03
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Table of Contents
Q4/24
Q3/24
Q2/24
Q1/24
Q4/23
Q3/23
Q2/23
Q1/23
Percent of Total Revenues
Operating Revenues
Advisory fees
92.4 %
89.8 %
92.4 %
95.5 %
95.8 %
95.8 %
95.7 %
94.6 %
Other revenues
7.6 %
10.2 %
7.6 %
4.5 %
4.2 %
4.2 %
4.3 %
5.4 %
Total revenues
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
100.0 %
Operating Expenses
Compensation and benefits
27.1 %
26.0 %
28.8 %
32.1 %
30.6 %
31.0 %
30.7 %
33.5 %
Fund management and
administration
20.6 %
18.6 %
18.8 %
20.6 %
20.3 %
20.0 %
20.7 %
20.9 %
Marketing and advertising
5.5 %
4.3 %
4.8 %
4.6 %
5.5 %
4.2 %
5.2 %
4.9 %
Sales and business development
3.7 %
3.1 %
3.4 %
3.7 %
4.3 %
3.7 %
3.9 %
3.6 %
Contractual gold payments
—
—
—
—
—
n/a
1.8 %
5.5 %
Professional fees
4.1 %
5.6 %
6.2 %
3.7 %
3.5 %
4.1 %
9.7 %
4.5 %
Occupancy, communications and
equipment
1.3 %
1.2 %
1.2 %
1.2 %
1.3 %
1.3 %
1.4 %
1.3 %
Depreciation and amortization
0.5 %
0.4 %
0.4 %
0.4 %
0.4 %
0.3 %
0.1 %
0.1 %
Third-party distribution fees
2.9 %
2.6 %
2.5 %
2.4 %
2.8 %
3.0 %
2.2 %
2.7 %
Other
2.6 %
2.2 %
2.6 %
2.4 %
2.6 %
2.9 %
3.1 %
2.8 %
Total operating expenses
68.3 %
64.0 %
68.7 %
71.1 %
71.3 %
70.5 %
78.8 %
79.8 %
Operating income
31.7 %
36.0 %
31.3 %
28.9 %
28.7 %
29.5 %
21.2 %
20.2 %
Other Income/(Expenses)
Interest expense
(5.1 %)
(4.4 %)
(3.8 %)
(4.2 %)
(4.1 %)
(3.8 %)
(4.7 %)
(4.9 %)
Gain on revaluation/termination
of deferred consideration
—
—
—
—
—
—
48.2 %
25.1 %
Interest income
1.9 %
1.6 %
1.3 %
1.4 %
1.3 %
0.9 %
1.2 %
1.3 %
Impairments
—
—
—
—
(0.4 %)
(3.0 %)
—
(6.0 %)
Loss on extinguishment of
convertible notes
—
(27.1 %)
—
—
—
—
—
(11.8 %)
Other gains and losses, net
2.4 %
(2.7 %)
(1.2 %)
2.7 %
1.8 %
(2.8 %)
1.5 %
(2.4 %)
Income before income taxes
30.9 %
3.4 %
27.6 %
28.7 %
27.3 %
20.9 %
67.4 %
21.5 %
Income tax expense
6.2 %
7.4 %
7.3 %
5.9 %
6.3 %
6.5 %
4.1 %
1.7 %
Net income/(loss)
24.7 %
(4.0 %)
20.3 %
22.8 %
21.0 %
14.4 %
63.3 %
19.8 %
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Table of Contents
Q4/24
Q3/24
Q2/24
Q1/24
Q4/23
Q3/23
Q2/23
Q1/23
Operating Statistics
GLOBAL
ETPs (in millions )
Beginning of
period assets
$ 112,577
$ 109,686
$ 107,230
$ 100,124
$ 93,735
$ 93,666
$ 90,740
$ 81,993
(Outflows)/inflows
(281 )
(2,395 )
340
1,988
(255 )
1,983
2,328
6,341
Market
(depreciation)/appreciation
(2,517 )
5,286
2,116
5,118
6,644
(1,914 )
598
2,406
End
of period assets
$ 109,779
$ 112,577
$ 109,686
$ 107,230
$ 100,124
$ 93,735
$ 93,666
$ 90,740
Average assets during the
period
$ 112,349
$ 110,369
$ 108,479
$ 102,461
$ 96,641
$ 95,743
$ 91,578
$ 87,508
Average
advisory fee during the period
0.36 %
0.37 %
0.37 %
0.36 %
0.36 %
0.36 %
0.36 %
0.36 %
Number of ETPs—end
of the period
353
352
350
338
337
344
344
341
U.S.
LISTED ETFs (in millions )
Beginning of period assets
$ 81,267
$ 79,722
$ 78,087
$ 72,486
$ 68,018
$ 65,903
$ 61,283
$ 55,973
(Outflows)/inflows
(40 )
(1,650 )
1,106
1,983
(67 )
3,601
3,249
4,012
Market
(depreciation)/appreciation
(2,132 )
3,195
529
3,618
4,535
(1,486 )
1,371
1,298
End
of period assets
$ 79,095
$ 81,267
$ 79,722
$ 78,087
$ 72,486
$ 68,018
$ 65,903
$ 61,283
Average assets during the
period
$ 80,661
$ 80,335
$ 78,523
$ 74,831
$ 69,801
$ 68,008
$ 62,712
$ 59,430
Number of ETFs—end
of the period
78
78
78
77
76
80
80
80
EUROPEAN
LISTED ETPs
( in
millions )
Beginning of period assets
$ 31,310
$ 29,964
$ 29,143
$ 27,638
$ 25,717
$ 27,763
$ 29,457
$ 26,020
(Outflows)/inflows
(241 )
(745 )
(766 )
5
(188 )
(1,618 )
(921 )
2,329
Market
(depreciation)/appreciation
(385 )
2,091
1,587
1,500
2,109
(428 )
(773 )
1,108
End
of period assets
$ 30,684
$ 31,310
$ 29,964
$ 29,143
$ 27,638
$ 25,717
$ 27,763
$ 29,457
Average assets during the
period
$ 31,688
$ 30,034
$ 29,956
$ 27,630
$ 26,840
$ 27,735
$ 28,866
$ 28,078
Number of ETPs—end
of the period
275
274
272
261
261
264
264
261
PRODUCT
CATEGORIES
U.S.
Equity
Beginning of period assets
$ 34,643
$ 31,834
$ 31,670
$ 29,156
$ 25,643
$ 26,001
$ 24,534
$ 24,112
Inflows/(outflows)
1,099
328
221
536
487
864
414
(149 )
Market
(depreciation)/appreciation
(328 )
2,481
(57 )
1,978
3,026
(1,222 )
1,053
571
End
of period assets
$ 35,414
$ 34,643
$ 31,834
$ 31,670
$ 29,156
$ 25,643
$ 26,001
$ 24,534
Average assets during the
period
$ 35,714
$ 33,175
$ 31,339
$ 30,154
$ 26,928
$ 26,501
$ 24,732
$ 24,725
Commodity
& Currency
Beginning of period assets
$ 23,034
$ 21,987
$ 21,944
$ 21,336
$ 20,466
$ 22,384
$ 24,924
$ 22,097
(Outflows)/inflows
(440 )
(741 )
(1,499 )
(460 )
(449 )
(1,815 )
(1,513 )
2,003
Market
(depreciation)/appreciation
(688 )
1,788
1,542
1,068
1,319
(103 )
(1,027 )
824
End
of period assets
$ 21,906
$ 23,034
$ 21,987
$ 21,944
$ 21,336
$ 20,466
$ 22,384
$ 24,924
Average assets during the
period
$ 22,989
$ 22,016
$ 22,437
$ 20,837
$ 21,254
$ 22,278
$ 24,033
$ 23,807
Fixed
Income
Beginning of period assets
$ 20,767
$ 21,430
$ 21,218
$ 21,197
$ 21,797
$ 20,215
$ 18,708
$ 15,273
(Outflows)/inflows
(387 )
(897 )
236
(14 )
(715 )
1,670
1,471
3,513
Market
(depreciation)/appreciation
(337 )
234
(24 )
35
115
(88 )
36
(78 )
End
of period assets
$ 20,043
$ 20,767
$ 21,430
$ 21,218
$ 21,197
$ 21,797
$ 20,215
$ 18,708
Average assets during the
period
$ 20,398
$ 21,135
$ 21,277
$ 21,082
$ 21,889
$ 20,965
$ 19,185
$ 17,176
International
Developed Market Equity
Beginning of period assets
$ 18,075
$ 19,385
$ 18,103
$ 15,103
$ 13,902
$ 13,423
$ 11,433
$ 10,195
Inflows/(outflows)
63
(1,391 )
1,253
1,597
9
799
1,594
450
Market
(depreciation)/appreciation
(536 )
81
29
1,403
1,192
(320 )
396
788
End
of period assets
$ 17,602
$ 18,075
$ 19,385
$ 18,103
$ 15,103
$ 13,902
$ 13,423
$ 11,433
Average assets during the
period
$ 17,716
$ 18,636
$ 18,809
$ 16,691
$ 14,267
$ 13,873
$ 12,276
$ 10,879
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Table of Contents
Q4/24
Q3/24
Q2/24
Q1/24
Q4/23
Q3/23
Q2/23
Q1/23
Emerging Market Equity
Beginning of period assets
$ 12,452
$ 11,875
$ 11,189
$ 10,726
$ 9,569
$ 9,191
$ 8,811
$ 8,116
(Outflows)/inflows
(908 )
(20 )
57
217
412
451
329
486
Market
(depreciation)/appreciation
(1,076 )
597
629
246
745
(73 )
51
209
End of period assets
$ 10,468
$ 12,452
$ 11,875
$ 11,189
$ 10,726
$ 9,569
$ 9,191
$ 8,811
Average assets during the period
$ 11,407
$ 12,083
$ 11,448
$ 10,900
$ 9,833
$ 9,652
$ 8,998
$ 8,666
Leveraged
& Inverse
Beginning of period assets
$ 2,082
$ 1,922
$ 1,828
$ 1,815
$ 1,781
$ 1,864
$ 1,785
$ 1,754
(Outflows)/inflows
(69 )
71
(18 )
(50 )
(59 )
(1 )
12
43
Market
(depreciation)/appreciation
(89 )
89
112
63
93
(82 )
67
(12 )
End of period assets
$ 1,924
$ 2,082
$ 1,922
$ 1,828
$ 1,815
$ 1,781
$ 1,864
$ 1,785
Average assets during the period
$ 2,032
$ 1,962
$ 1,905
$ 1,792
$ 1,803
$ 1,894
$ 1,798
$ 1,757
Cryptocurrency
Beginning of period assets
$ 1,054
$ 838
$ 874
$ 414
$ 243
$ 248
$ 239
$ 136
Inflows/(outflows)
315
201
75
158
28
10
(1 )
13
Market
appreciation/(depreciation)
543
15
(111 )
302
143
(15 )
10
90
End of period assets
$ 1,912
$ 1,054
$ 838
$ 874
$ 414
$ 243
$ 248
$ 239
Average assets during the period
$ 1,599
$ 917
$ 856
$ 614
$ 325
$ 238
$ 236
$ 190
Alternatives
Beginning of period assets
$ 470
$ 415
$ 404
$ 377
$ 334
$ 340
$ 306
$ 310
Inflows/(outflows)
46
54
15
4
32
5
22
(18 )
Market
(depreciation)/appreciation
(6 )
1
(4 )
23
11
(11 )
12
14
End of period assets
$ 510
$ 470
$ 415
$ 404
$ 377
$ 334
$ 340
$ 306
Average assets during the period
$ 494
$ 445
$ 408
$ 391
$ 342
$ 342
$ 320
$ 308
Headcount
313
314
304
300
303
299
291
279
Note: Previously issued statistics may be restated
due to fund closures and trade adjustments
Source: WisdomTree
Non-GAAP Financial Measurements
In an effort to provide additional information
regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful
information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations;
therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective
of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are superior to GAAP financial measurements
and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered
in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include:
Adjusted Net Income and Diluted Earnings per Share.
We disclose adjusted net income and diluted
earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not
core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to
analyze our performance. These non-GAAP financial measurements exclude the following:
● Unrealized gains or losses on revaluation/termination of deferred consideration—gold payments: Deferred consideration—gold
payments was an obligation we assumed in connection with the ETFS Acquisition that was carried at fair value. This item represented the
present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices. Changes
in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations
have had a material impact on the carrying value of the deferred consideration and our reported financial results. We exclude this item
when calculating our non-GAAP financial measurements as it was not core to our operating business. The item was not adjusted for income
taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject
to a zero percent tax rate. During the second quarter of 2023, we terminated this obligation for aggregate consideration totaling approximately
$137.0 million.
● Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which
requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating
our non-GAAP financial measurements as the gains and losses introduce volatility in earnings and are not core to our operating business.
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Table of Contents
● Tax windfalls and shortfalls upon vesting and stock-based compensation awards: GAAP requires the recognition of tax windfalls
and shortfalls within income tax expense. These items arise upon the vesting of stock-based compensation awards and the magnitude is directly
correlated to the number of awards vesting as well as the difference between the price of our stock on the date the award was granted
and the date the award vested. We exclude these items when calculating our non-GAAP financial measurements as they introduce volatility
in earnings and are not core to our operating business.
● Imputed interest on our payable to GBH: During the fourth quarter of 2023, we repurchased our Series C Preferred Stock, which
was convertible into approximately 13.1 million shares of our common stock, from GBH for aggregate cash consideration of approximately
$84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price
payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. Under U.S. GAAP, the obligation
is recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is amortized
as interest expense pursuant to the effective interest method of accounting over the life of the obligation. We exclude this item when
calculating our non-GAAP financial measurements as recognition of interest expense is non-cash and contrary to the stated terms of our
obligation.
● Other items: Losses on extinguishment of convertible notes, a civil money penalty in connection with the SEC ESG Settlement,
gains and losses recognized on our investments, changes in deferred tax asset valuation allowance, expenses incurred in response to an
activist campaign, impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business
and litigation expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended,
are excluded when calculating our non-GAAP financial measurements.
Years Ended December 31,
Adjusted
Net Income and Diluted Earnings per Share:
2024
2023
2022
Net income, as reported
$ 66,693
$ 102,546
$ 50,684
Add back: Loss on extinguishment
of convertible notes, net of income taxes
29,410
9,623
—
Add back: Civil money penalty
in connection with SEC ESG Settlement
4,000
—
—
Add back: Expenses incurred in
response to an activist campaign, net of income taxes
3,760
4,452
3,376
(Deduct)/add back: (Gains)/Losses
on financial instruments owned, at fair value, net of income taxes
(3,671 )
392
12,505
Add back: Imputed interest on
payable to GBH, net of income taxes
1,996
224
—
(Deduct)/add back: (Decrease)/increase
in deferred tax valuation allowance on financial instruments owned and investments
(903 )
2,113
4,729
Add back: Unrealized loss recognized
on our investments, net of income taxes
858
607
290
Deduct: Tax windfalls upon vesting
and exercise of stock-based compensation awards
(764 )
(176 )
(541 )
Deduct: Gain on revaluation/termination
of deferred consideration
—
(61,953 )
(27,765 )
Add back: Impairments, net of
income taxes
—
6,013
—
Deduct: Gain recognized from the
sale of Canadian ETF business, including remeasurement of contingent consideration
—
(1,477 )
—
Add back: Litigation expenses
associated with certain provisions of the Stockholder Rights Agreement, net of income taxes
—
367
—
Deduct: Decrease
in deferred tax valuation allowance on net operating losses of a European subsidiary
—
—
(1,609 )
Adjusted net income
$ 101,379
$ 62,731
$ 41,669
Deduct: Income distributed to
participating securities
(1,406 )
(2,770 )
(2,186 )
Deduct: Undistributed
income allocable to participating securities
(5,069 )
(5,868 )
(2,509 )
Adjusted net income available to
common stockholders
$ 94,904
$ 54,093
$ 36,974
Weighted average
diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements)
149,253
147,827
143,295
Adjusted
earnings per share—diluted
$ 0.64
$ 0.37
$ 0.26
During the years ended December 31, 2024 and
2023, we recognized a loss of $13.2 million (which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related
to the repurchase of the Series A Preferred Stock and the Series C Preferred Stock. These items are excluded from net income, but are
required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share under
U.S. GAAP.
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Table of Contents
Liquidity and Capital Resources
The following table summarizes key data regarding
our liquidity, capital resources and use of capital to fund our operations:
December 31,
2024
December 31,
2023
Balance Sheet Data (in thousands):
Cash and cash equivalents
$ 181,191
$ 129,305
Financial instruments owned, at fair value
85,439
58,722
Accounts receivable
44,866
35,473
Securities held-to-maturity
206
230
Total: Liquid assets
311,702
223,730
Less: Total current liabilities
(109,197 )
(103,216 )
Less: Other assets—seed capital (WisdomTree Digital Funds)
(20,866 )
(18,308 )
Less: Regulatory capital requirements
(39,423 )
(29,156 )
Total: Available liquidity
$ 142,216
$ 73,050
Year Ended December 31,
2024
2023
2022
Cash Flow Data (in thousands):
Operating cash flows
$ 113,461
$ 85,600
$ 55,087
Investing cash flows
(23,875 )
82,049
(37,657 )
Financing cash flows
(36,000 )
(171,636 )
(22,780 )
Foreign exchange rate effect
(1,700 )
1,191
(3,258 )
Increase/(decrease) in cash and cash equivalents
$ 51,886
$ (2,796 )
$ (8,608 )
Liquidity
We consider our available liquidity to be our
liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of
our subsidiaries. Liquid assets consist of cash and cash equivalents, financial instruments owned, at fair value, accounts receivable
and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are
current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily
of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation
for employees.
Cash and cash equivalents increased $51.9 million
during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 3.25% Convertible Senior Notes due
2029, $113.5 million of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments
owned, at fair value. These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7
million to repurchase a portion of our 5.75% Convertible Senior Notes due 2028, $69.4 million used to purchase financial instruments owned,
at fair value, $62.9 million used to repurchase our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7
million used to pay convertible notes issuance costs, $2.3 million used to pay for software development and $2.1 million used in other
activities.
Cash and cash equivalents decreased $2.8 million
during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023,
$57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold
payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common
stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance
costs in respect of our 5.75% Convertible Senior Notes due 2028, $2.1 million used for software development and $1.2 million used in other
activities. These decreases were partly offset by $130.0 million of proceeds from the issuance of the 5.75% Convertible Senior Notes due
2028, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating
activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency,
Inc. to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business,
and $1.1 million from other activities.
Cash and cash equivalents decreased $8.6 million
during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds
from the sale of financial instruments owned, at fair value. These increases were partly offset by $67.7 million used to purchase financial
instruments owned, at fair value, $21.9 million used to purchase investments, $19.4 million used to pay dividends, $3.4 million used to
repurchase our common stock and $3.4 million from other activities.
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Convertible Notes
We have the following convertible notes outstanding
as of December 31, 2024:
● $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”);
● $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2028 Notes”); and
● $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”).
Each class of notes were issued pursuant to
indentures dated as of the issuance dates between us and U.S. Bank Trust Company, National Association, as trustee (either initially or
as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended.
In connection with the issuance of the 2029
Notes, we repurchased $104.2 million in aggregate principal amount of 2028 Notes. As a result of this repurchase, we recognized a loss
on extinguishment of approximately $30.6 million during the year ended December 31, 2024.
As of December 31, 2024, we had an aggregate
principal amount of $520.8 million outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible
Notes”).
Key terms of the Convertible Notes are as follows:
2026 Notes
2028 Notes
2029 Notes
Principal outstanding
$150.0
$25.8
$345.0
Issuance date
June 14, 2021
February 14, 2023
August 13, 2024
Maturity date (unless earlier converted, repurchased or redeemed)
June 15, 2026
August 15, 2028
August 15, 2029
Interest rate
3.25%
5.75%
3.25%
Initial conversion price
$11.04
$9.54
$11.82
Initial conversion rate
90.5797
104.8658
84.5934
Redemption price
$14.35
$12.40
$15.37
● Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes
and on June 15 and December 15 of each year for the 2026 Notes.
● Conversion price: Convertible at an initial conversion rate into shares of our common stock, per $1,000 principal amount of
notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.
● Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately
preceding May 15, 2029 and May 15, 2028 for the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 for the 2026 Notes, only
under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period
of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period
after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount
of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price
of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance
with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon
the occurrence of specified corporate events. On or after May 15, 2029 and May 15, 2028 in respect of the 2029 Notes and the 2028 Notes,
respectively, and March 15, 2026 in respect of the 2026 Notes, until the close of business on the second scheduled trading day immediately
preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.
● Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible
Notes to be converted. At our election, we will also settle the conversion obligation in excess of the aggregate principal amount of the
Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of common stock.
● Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20,
2026 and August 20, 2025 in respect of the 2029 Notes and the 2028 Notes, respectively, and June 20, 2023 in respect of the 2026 Notes
and on or prior to the 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 for the respective Convertible Notes then in effect for at least 20
trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive
trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption,
at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding
the redemption date. No sinking fund is provided for the Convertible Notes.
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● 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 103.6269 shares, 167.7853 shares and
144.9275 shares of our common stock per $1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively (the
equivalent of 61,826,817 shares of our common stock based on the aggregate principal amount of Convertible Notes outstanding), subject
to adjustment.
● Seniority and Security: The Convertible Notes rank equal in right of payment and are our senior unsecured obligations.
The indentures contain customary terms and covenants,
including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than
25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of
all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
Capital Resources
Our principal source of financing is our operating
cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for
us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations
as they arise are discussed in the section titled “Contractual Obligations” below.
Use of Capital
Our business does not require us to maintain
a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which
at December 31, 2024 was approximately $39.4 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect
that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes
a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset
future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.
During the year ended December 31, 2024, we repurchased 6,800,301
shares of our common stock under the repurchase program for an aggregate cost of $62.9 million. Currently, $150.0 million remains under
this program for future purchases. In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred Stock,
which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately
$143.8 million. See Note 11 to our Consolidated Financial Statements for additional information.
Contractual Obligations
Convertible Notes
We currently have $520.8 million in aggregate
principal amount of Convertible Notes outstanding, of which $150.0 million, $25.8 million and $345.0 million are scheduled to mature on
June 15, 2026, August 15, 2028 and August 15, 2029, in respect of the 2026 Notes, the 2028 Notes and the 2029 Notes, respectively, unless
earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence
of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement
of up to the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied
in either cash, shares of our common stock or a combination of cash and shares of our common stock. We may settle and/or refinance these
obligations when due
See the section titled “Issuance of Convertible
Notes” above for additional information.
Deferred Consideration–Gold Payments
On May 10, 2023, we entered into and closed
on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the contractual gold payments. Pursuant to that agreement,
we paid consideration totaling $136.9 million, including an aggregate of $50.0 million in cash and the issuance of 13,087 shares of Series
C Preferred Stock (valued at $86.9 million, based on the closing price of our common stock on May 9, 2023 of $6.64 per share), which was
convertible into 13,087,000 shares of our common stock. The Series C Preferred Stock was subsequently repurchased on November 20, 2023
as described in “Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information.
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Payable to GBH
On November 20, 2023, we repurchased our Series
C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid
GBH $54.8 million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third
anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction.
Operating Leases
Total future minimum lease payments with respect
to our operating lease liabilities were $1.0 million at December 31, 2024. Cash flows generated by our operating activities and existing
cash balances should be sufficient to satisfy the future minimum lease payments. See Note 13 to our Consolidated Financial Statements
for additional information.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing
or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising
capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price
over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at
the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair
value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting
unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of
goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business
for which discrete financial information is available and management regularly reviews the operating results of that component.
Goodwill is allocated to our U.S. business and
European business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall
under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually
on November 30 th . When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and
the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our most recent
analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested
for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair value is less than
their carrying value. We may rely on a qualitative assessment when performing our intangible asset impairment test. Otherwise, the impairment
evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing
date for our intangible assets is November 30 th . The results of our most recent analysis identified no indicators of impairment
to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs
including projected revenue growth rates of 3.0% and a weighted average cost of capital of 10.3%.
Investments
We account for equity investments that do not
have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321,
Investments – Equity Securities , to the extent such investments are not subject to consolidation or the equity method. Under
the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus
changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In
addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the
investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.
See Note 7 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted
for at fair value, with changes in fair value reported in other income/(expenses).
Revenue Recognition
We earn a significant portion of our revenues in the form
of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based
on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method
resulting in the recognition of revenue in the amount for which we have a right to invoice.
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Other revenues are earned from swap providers associated
with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets. We
also earn transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating
amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using
the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.