Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 25, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2019 | |
Document Period End Date | Jun. 30, 2019 | |
Trading Symbol | WETF | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | WisdomTree Investments, Inc. | |
Entity Central Index Key | 0000880631 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 155,099,477 | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-10932 | |
Entity Address, Address Line One | 245 Park Avenue, 35th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10167 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3487784 | |
City Area Code | 212 | |
Local Phone Number | 801-2080 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 79,611 | $ 77,784 |
Securities owned, at fair value | 9,095 | 8,873 |
Accounts receivable | 24,442 | 25,834 |
Income taxes receivable | 1,235 | 1,181 |
Prepaid expenses | 6,192 | 4,441 |
Other current assets | 1,017 | 163 |
Total current assets | 121,592 | 118,276 |
Fixed assets, net | 8,604 | 9,122 |
Notes receivable, net (Note 8) | 31,485 | 28,722 |
Indemnification receivable (Note 21) | 30,877 | 34,876 |
Securities held-to-maturity | 20,136 | 20,180 |
Deferred tax assets, net | 4,599 | 7,042 |
Investments, carried at cost (Note 9) | 28,080 | 28,080 |
Right of use assets – operating leases (Note 14) | 18,997 | |
Goodwill (Note 23) | 85,856 | 85,856 |
Intangible assets (Note 23) | 603,291 | 603,209 |
Other noncurrent assets | 1,258 | 2,155 |
Total assets | 954,775 | 937,518 |
Current liabilities: | ||
Fund management and administration payable | 23,753 | 22,508 |
Compensation and benefits payable | 14,619 | 18,453 |
Deferred consideration – gold payments (Note 11) | 12,857 | 11,765 |
Securities sold, but not yet purchased, at fair value | 543 | 1,698 |
Operating lease liabilities (Note 14) | 3,632 | |
Accounts payable and other liabilities | 7,738 | 8,377 |
Total current liabilities | 63,142 | 62,801 |
Long-term debt (Note 12) | 195,762 | 194,592 |
Deferred consideration – gold payments (Note 11) | 148,416 | 149,775 |
Operating lease liabilities (Note 14 ) | 20,190 | |
Deferred rent payable | 4,570 | |
Other noncurrent liabilities (Note 21) | 30,877 | 34,876 |
Total liabilities | 458,387 | 446,614 |
Contingencies (Note 15) | ||
Stockholders' equity | ||
Preferred stock, par value $0.01; 2,000 shares authorized: | ||
Common stock, par value $0.01; 250,000 shares authorized; issued and outstanding: 155,108 and 153,202 at June 30, 2019 and December 31, 2018, respectively | 1,551 | 1,532 |
Additional paid-in capital | 367,750 | 363,655 |
Accumulated other comprehensive income | 725 | 467 |
Accumulated deficit | (6,207) | (7,319) |
Total stockholders' equity | 363,819 | 358,335 |
Total liabilities and stockholders' equity | 954,775 | 937,518 |
Series A Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock – Series A Non-Voting Convertible, par value $0.01; 14.750 shares authorized, issued and outstanding (Note 13) | $ 132,569 | $ 132,569 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 155,108,000 | 153,202,000 |
Common stock, shares outstanding | 155,108,000 | 153,202,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 14,750 | 14,750 |
Preferred stock, shares issued | 14,750 | 14,750 |
Preferred stock, shares outstanding | 14,750 | 14,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Revenues: | ||||
Total revenues | $ 66,293 | $ 74,775 | $ 131,778 | $ 133,679 |
Operating Expenses: | ||||
Compensation and benefits | 21,300 | 19,301 | 42,601 | 38,133 |
Fund management and administration | 15,576 | 14,621 | 30,742 | 25,533 |
Marketing and advertising | 2,910 | 3,778 | 5,590 | 6,973 |
Sales and business development | 4,171 | 4,503 | 8,593 | 8,316 |
Contractual gold payments (Note 11) | 3,110 | 2,715 | 6,208 | 2,715 |
Professional and consulting fees | 1,296 | 1,560 | 2,778 | 3,196 |
Occupancy, communications and equipment | 1,548 | 1,574 | 3,166 | 2,937 |
Depreciation and amortization | 264 | 337 | 533 | 692 |
Third-party distribution fees | 1,919 | 1,666 | 4,319 | 3,391 |
Acquisition-related costs (Note 3) | 33 | 7,928 | 346 | 9,990 |
Other | 2,255 | 2,261 | 4,308 | 4,051 |
Total expenses | 54,382 | 60,244 | 109,184 | 105,927 |
Operating income | 11,911 | 14,531 | 22,594 | 27,752 |
Other Income/(Expenses): | ||||
Interest expense | (2,910) | (2,356) | (5,802) | (2,356) |
(Loss)/gain on revaluation of deferred consideration – gold payments (Note 11) | (4,037) | 9,898 | 367 | 9,898 |
Interest income | 818 | 612 | 1,597 | 1,574 |
Impairment (Note 14) | (572) | |||
Other gains and losses, net | 284 | (501) | (4,343) | (762) |
Income before income taxes | 6,066 | 22,184 | 13,841 | 36,106 |
Income tax expense | 3,587 | 5,460 | 2,538 | 9,958 |
Net income | $ 2,479 | $ 16,724 | $ 11,303 | $ 26,148 |
Earnings per share—basic | $ 0.01 | $ 0.10 | $ 0.07 | $ 0.17 |
Earnings per share—diluted | $ 0.01 | $ 0.10 | $ 0.07 | $ 0.17 |
Weighted-average common shares—basic | 151,818 | 149,056 | 151,722 | 142,230 |
Weighted-average common shares—diluted | 167,249 | 163,346 | 166,855 | 149,979 |
Cash dividends declared per common share | $ 0.03 | $ 0.03 | $ 0.06 | $ 0.06 |
Advisory Fees [Member] | ||||
Operating Revenues: | ||||
Total revenues | $ 65,627 | $ 73,778 | $ 130,467 | $ 132,234 |
Other Income [Member] | ||||
Operating Revenues: | ||||
Total revenues | $ 666 | $ 997 | $ 1,311 | $ 1,445 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,479 | $ 16,724 | $ 11,303 | $ 26,148 |
Other comprehensive (loss)/income | ||||
Change in unrealized gains on available-for-sale debt securities, net of tax | 17 | 477 | ||
Foreign currency translation adjustment | (33) | (719) | 258 | (307) |
Other comprehensive (loss)/income | (33) | (702) | 258 | 170 |
Comprehensive income | $ 2,446 | $ 16,022 | $ 11,561 | $ 26,318 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2017 | $ 192,951 | $ 1,370 | $ 216,006 | $ 291 | $ (24,716) |
Balance, shares at Dec. 31, 2017 | 136,996,000 | ||||
Common stock issued (Note 3) | 137,250 | $ 153 | 137,097 | ||
Common stock issued, shares | 15,250,000 | ||||
Restricted stock issued and vesting of restricted stock units, net | $ 7 | (7) | |||
Restricted stock issued and vesting of restricted stock units net, shares | 825,000 | ||||
Shares repurchased | (1,006) | (1,006) | |||
Shares repurchased, shares | (87,000) | ||||
Exercise of stock options, net | 139 | $ 1 | 138 | ||
Exercise of stock options net, shares | 158,000 | ||||
Stock-based compensation | 6,838 | 6,838 | |||
Other comprehensive loss | 170 | 170 | |||
Dividends | (9,167) | (9,167) | |||
Net income | 26,148 | 26,148 | |||
Balance at Jun. 30, 2018 | 353,323 | $ 1,531 | 359,066 | 461 | (7,735) |
Balance, shares at Jun. 30, 2018 | 153,142,000 | ||||
Balance at Mar. 31, 2018 | 201,605 | $ 1,378 | 218,488 | 1,163 | (19,424) |
Balance, shares at Mar. 31, 2018 | 137,751,000 | ||||
Common stock issued (Note 3) | 137,250 | $ 153 | 137,097 | ||
Common stock issued, shares | 15,250,000 | ||||
Restricted stock issued and vesting of restricted stock units net, shares | 158,000 | ||||
Shares repurchased | (272) | (272) | |||
Shares repurchased, shares | (27,000) | ||||
Exercise of stock options, net | 85 | 85 | |||
Exercise of stock options net, shares | 10,000 | ||||
Stock-based compensation | 3,529 | 3,529 | |||
Reclassification of stock issuance costs to temporary equity | 139 | 139 | |||
Other comprehensive loss | (702) | (702) | |||
Dividends | (5,035) | (5,035) | |||
Net income | 16,724 | 16,724 | |||
Balance at Jun. 30, 2018 | 353,323 | $ 1,531 | 359,066 | 461 | (7,735) |
Balance, shares at Jun. 30, 2018 | 153,142,000 | ||||
Balance at Dec. 31, 2018 | $ 358,335 | $ 1,532 | 363,655 | 467 | (7,319) |
Balance, shares at Dec. 31, 2018 | 153,202,000 | 153,202,000 | |||
Restricted stock issued and vesting of restricted stock units, net | $ 21 | (21) | |||
Restricted stock issued and vesting of restricted stock units net, shares | 2,211,000 | ||||
Shares repurchased | $ (2,107) | $ (2) | (2,105) | ||
Shares repurchased, shares | (325,000) | ||||
Exercise of stock options, net | 14 | 14 | |||
Exercise of stock options net, shares | 20,000 | ||||
Stock-based compensation | 6,207 | 6,207 | |||
Other comprehensive loss | 258 | 258 | |||
Dividends | (10,191) | (10,191) | |||
Net income | 11,303 | 11,303 | |||
Balance at Jun. 30, 2019 | $ 363,819 | $ 1,551 | 367,750 | 725 | (6,207) |
Balance, shares at Jun. 30, 2019 | 155,108,000 | 155,108,000 | |||
Balance at Mar. 31, 2019 | $ 363,434 | $ 1,551 | 364,717 | 758 | (3,592) |
Balance, shares at Mar. 31, 2019 | 155,056,000 | ||||
Restricted stock issued and vesting of restricted stock units net, shares | 66,000 | ||||
Shares repurchased | (102) | (102) | |||
Shares repurchased, shares | (14,000) | ||||
Stock-based compensation | 3,135 | 3,135 | |||
Other comprehensive loss | (33) | (33) | |||
Dividends | (5,094) | (5,094) | |||
Net income | 2,479 | 2,479 | |||
Balance at Jun. 30, 2019 | $ 363,819 | $ 1,551 | $ 367,750 | $ 725 | $ (6,207) |
Balance, shares at Jun. 30, 2019 | 155,108,000 | 155,108,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 11,303 | $ 26,148 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Advisory fees received in gold and other precious metals | (22,872) | (11,033) |
Contractual gold payments | 6,208 | 2,715 |
Stock-based compensation | 6,207 | 6,838 |
Deferred income taxes | 2,443 | (1,055) |
Amortization of right of use asset | 1,590 | |
Amortization of credit facility issuance costs | 1,430 | 637 |
Paid-in-kind interest income (Note 8) | (1,223) | (840) |
Impairment | 572 | |
Depreciation and amortization | 533 | 692 |
Gain on revaluation of deferred consideration – gold payments | (367) | (9,898) |
Other | 5 | 834 |
Changes in operating assets and liabilities: | ||
Securities owned, at fair value | (222) | (2,028) |
Accounts receivable | 1,833 | 2,871 |
Income taxes receivable/payable | (44) | 8,109 |
Prepaid expenses | (1,746) | (1,669) |
Gold and other precious metals | 16,318 | 8,930 |
Other assets | (552) | 975 |
Fund management and administration payable | 1,231 | (380) |
Compensation and benefits payable | (3,938) | (21,170) |
Securities sold, but not yet purchased, at fair value | (1,155) | 1,077 |
Payable to ETFS Capital Limited | 222 | |
Operating lease liabilities | (1,760) | |
Accounts payable and other liabilities | (435) | (2,961) |
Net cash provided by operating activities | 15,359 | 9,014 |
Cash flows from investing activities: | ||
Purchase of fixed assets | (15) | (34) |
Funding of AdvisorEngine notes receivable (Note 8) | (1,540) | (5,000) |
Proceeds from held-to-maturity securities maturing or called prior to maturity | 39 | 1,063 |
Proceeds from sales and maturities of debt securities available-for-sale | 64,498 | |
Cash paid – ETFS Acquisition, net of cash acquired (Note 3) | (233,172) | |
Net cash used in investing activities | (1,516) | (172,645) |
Cash flows from financing activities: | ||
Dividends paid | (10,191) | (9,167) |
Shares repurchased | (2,107) | (1,006) |
Credit facility issuance costs | (8,690) | |
Preferred stock issuance costs | (181) | |
Proceeds from the issuance of long-term debt (Note 12) | 200,000 | |
Proceeds from exercise of stock options | 14 | 139 |
Net cash (used in)/provided by financing activities | (12,284) | 181,095 |
Increase/(decrease) in cash flow due to changes in foreign exchange rate | 268 | (913) |
Net increase in cash and cash equivalents | 1,827 | 16,551 |
Cash and cash equivalents—beginning of period | 77,784 | 54,193 |
Cash and cash equivalents—end of period | 79,611 | 70,744 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes | 4,403 | 2,841 |
Cash paid for interest | $ 4,559 | $ 1,241 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Right of use asset | $ 18,997 |
Operating lease liabilities | 23,822 |
Acquisition Of Etfs Business [Member] | |
Non-cash consideration transferred | 270,000 |
Deferred consideration | $ 172,746 |
Common Stock [Member] | |
Business acquisition, number of shares to be issued | shares | 15,250,000 |
Series A Non-Voting Convertible Preferred Stock [Member] | Acquisition Of Etfs Business [Member] | |
Business acquisition, number of shares to be issued | shares | 14,750 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business WisdomTree Investments, Inc., through its global subsidiaries (collectively, “WisdomTree” or the “Company”), is an exchange traded product (“ETP”) sponsor and asset manager headquartered in New York. WisdomTree offers ETPs covering equity, commodity, fixed income, leveraged and inverse, currency and alternative strategies. The Company has the following wholly-owned operating subsidiaries: • WisdomTree Asset Management, Inc. non-consolidated open-end • ETFS Management Company (Jersey) Limited leveraged-and-inverse • Boost Management Limited non-consolidated • WisdomTree Management Limited non-consolidated • WisdomTree UK Limited • WisdomTree Europe Limited • WisdomTree Ireland Limited • WisdomTree Asset Management Canada, Inc. • WisdomTree Commodity Services, LLC Acquisition of ETFS On April 11, 2018, the Company acquired the European exchange-traded commodity, currency and leveraged-and-inverse Restructuring of Distribution Strategy in Japan In July 2018, the Company determined to restructure its distribution strategy in Japan and has expanded its existing relationship with Premia Partners Company Limited to manage distribution of the Company’s ETFs in Japan. As a result, WisdomTree Japan Inc. (“WTJ”) has ceased operations and is in the process of being liquidated. WTJ reported operating losses during the three months ended June 30, 2019 and 2018 of $35 and $1,125, respectively, and during the six months ended June 30, 2019 and 2018 of $465 and $2,357, respectively. WTJ also recognized an impairment expense of $572 in connection with the termination of its office lease during the six months ended June 30, 2019. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial results of ETFS are included in the Company’s consolidated financial statements since the acquisition date, April 11, 2018 (See Note 3). Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company reassesses its evaluation of whether an entity is a VIE when certain reconsideration events occur. Segment and Geographic Information The Company operates as an ETP sponsor and asset manager providing investment advisory services globally. These activities are reported in the Company’s U.S. Business and International Business reportable segments. The International Business reportable segment includes the results of the Company’s European operations and Canadian operations. The financial results of ETFS are included in the International Business reportable segment as of the acquisition date. Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. Revenue Recognition The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied. ETP advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice. Contractual Gold Payments Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (See Note 11). Marketing and Advertising Advertising costs, including media advertising and production costs, are expensed when incurred. Depreciation and Amortization Depreciation is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 5 Furniture and fixtures 15 Leasehold improvements are amortized over the term of their respective leases or service lives of the improvements, whichever is shorter. Fixed assets are recorded at cost less accumulated depreciation and amortization. Stock-Based Awards Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur. Third-Party Distribution Fees The Company pays a percentage of its advisory fee revenues based on incremental growth in AUM, subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer and other obligations due under normal trade terms. An allowance for doubtful accounts is not provided since, in the opinion of management, all accounts receivable recorded are deemed current and collectible. Impairment of Long-Lived Assets The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable. Notes Receivable Notes receivable are accounted for on an amortized cost basis, net of original issue discount. Interest income is accrued over the term of the notes using the effective interest method. The Company performs a review for the impairment of the notes receivable on a quarterly basis and provides for an allowance for credit losses if all or a portion of the notes are determined to be uncollectible. Securities Owned and Securities Sold, but not yet Purchased (at fair value) Securities owned and securities sold, but not yet purchased are securities classified as either trading or available-for-sale. available-for-sale Available-for-sale Securities Held-to-Maturity The Company accounts for certain of its investments as held-to-maturity held-to-maturity likely-than-not Investments, Carried at Cost The Company accounts for equity investments that do not have a readily determinable fair value as cost method investments under the measurement alternative prescribed within Accounting Standards Update (“ASU”) 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities Goodwill Goodwill is the excess of the fair value of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests its goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment For impairment testing purposes, goodwill has been allocated to the Company’s U.S. Business reporting unit which is assessed annually for impairment on April 30 th th Intangible Assets Indefinite-lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Company may rely on a qualitative assessment when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets is November 30 th Leases Effective January 1, 2019, the Company accounts for its lease obligations in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use right-of-use ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease Upon adoption of ASC 842 on January 1, 2019, the Company applied the transitional practical expedients to its outstanding leases and therefore the Company did not reassess (i) whether any expired or existing contracts are or contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected to apply the new lease requirements at the effective date, rather than the beginning of the earliest comparative period presented. Deferred Consideration – Gold Payments Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices and a selected discount rate (See Note 11). Changes in the fair value of this obligation are reported as (loss) on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations. Long-Term Debt Long-term debt is carried at amortized cost, net of debt issuance costs. Interest expense is recognized using the effective interest method and includes amortization of debt issuance costs over the life of the debt. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities. The preferred stock issued in connection with the ETFS Acquisition (see Note 13) and unvested share-based payment awards that contain non-forfeitable two-class if-converted two-class Income Taxes The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not Tax positions are evaluated utilizing a two-step likely-than-not Non-income Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments 2016-13). off-balance off-balance held-to-maturity) available-for-sale available-for-sale 2016-13 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , the policy for timing of transfers between levels and the valuation processes for Level fair value measurements. ASU 2018-13 also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level fair value measurements. ASU 2018-13 is effective for fiscal years (and interim reporting periods within those years) beginning after December , and early adoption is permitted. This standard will only impact the disclosures pertaining to fair value measurements. The Company plans to adopt this standard on January , . |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination Summary On April 11, 2018, the Company acquired from ETFS Capital its European exchange-traded commodity, currency and short-and-leveraged Non-Voting lock-up, Also on April 11, 2018 and in connection with the acquisition, the Company entered into a credit agreement, pursuant to which the lenders extended a $200,000 term loan (the “Term Loan”) and made available a $50,000 revolving credit facility (the “Revolver” and, together with the Term Loan, the “Credit Facility”) (See Note 12). Purchase Price Allocation The ETFS Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, The following table summarizes the allocation of the purchase price as of the acquisition date: Purchase price Preferred Shares issued 14,750 Conversion ratio 1,000 Common stock equivalents 14,750,000 Common Shares issued 15,250,000 Total shares issued 30,000,000 WisdomTree stock price (1) $ 9.00 Equity portion of purchase price $ 270,000 Cash portion of purchase price Term Loan (See Note 12) 200,000 Cash on hand 53,000 Purchase price 523,000 Deferred consideration (See Note 11) 172,746 Total $ 695,746 Allocation of consideration Cash and cash equivalents 13,687 Receivables and other current assets 14,069 Intangible assets (2) 601,247 Other current liabilities (17,314 ) Fair value of net assets acquired 611,689 Goodwill resulting from the ETFS Acquisition (3) $ 84,057 (1) The closing price of the Company’s common stock on April 10, 2018, the trading day prior to the closing date of the acquisition. (2) Represents purchase price allocated to customary advisory agreements. The fair value of the intangible assets was determined using an income approach (discounted cash flow analysis) which relied upon significant unobservable inputs including a revenue growth multiple of 3% to 4% and a weighted average cost of capital of 11.6%. These intangible assets were determined to have an indefinite useful life and are not deductible for tax purposes. A deferred tax liability associated with these intangible assets was not recognized as the intangibles arose in Jersey, a jurisdiction where the Company is subject to a zero percent tax rate. (3) Goodwill arising from the ETFS Acquisition represents the value of synergies created from combining the operations of ETFS and the Company. The goodwill is not deductible for tax purposes as the transaction was structured as a stock acquisition occurring in the United Kingdom. Acquisition-Related Costs During the three and six months ended June 30, 2019, the Company incurred acquisition-related costs of $33 and $346, respectively, which were predominantly associated with the integration of ETFS. During the three and six months ended June 30, 2018, the Company incurred acquisition-related costs of $7,928 and $9,990, respectively, which included professional advisor fees, severance and other compensation costs, a write-off Operating Results of ETFS The Company’s Consolidated Statements of Operations include the following operating results of ETFS since the acquisition date of April 11, 2018 through June 30, 2018: Revenues: $18,218 Income before income taxes: $18,102 (including a gain on revaluation of deferred consideration of $9,898) Supplemental Unaudited Pro Forma Financial Information The following table presents unaudited pro forma financial information of the Company as if the ETFS Acquisition had been consummated on January 1, 2018. The information was derived from the historical financial results of the Company and ETFS for all periods presented and was adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results following the acquisition. Three Months June 30, 2018 Six Months Ended June 30, 2018 Revenues: $ 78,025 $ 157,796 Net income: $ 23,274 $ 34,517 Included within the proforma financial information above is a gain on revaluation of deferred consideration of $8,326 and $5,771 during the three and six months ended June 30, 2018, respectively. Significant adjustments to the unaudited pro forma financial information above include the recognition of interest expense associated with the Credit Facility for the periods presented, eliminating acquisition-related costs directly attributable to the acquisition and adjusting consolidated income tax expense based upon the Company’s anticipated normalized consolidated effective tax rate. The unaudited pro forma financial information above is not necessarily indicative of what the combined results of the Company would have been had the acquisition been completed as of January 1, 2018 and does not purport to project the future results of the combined company. In addition, the unaudited pro forma financial information does not reflect any future planned cost savings initiatives following the completion of the acquisition. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | 4. Cash and Cash Equivalents Cash and cash equivalents of approximately $71,564 and $60,779 at June 30, 2019 and December 31, 2018, respectively, were held at two financial institutions. At June 30, 2019 and December 31, 2018, cash equivalents were approximately $1,811 and $24, respectively. In addition, certain of the Company’s subsidiaries of its International Business segment are required to maintain a minimum level of net liquid assets, which was $12,255 and $11,005 at June 30, 2019 and December 31, 2018, respectively. These requirements are generally satisfied by cash on hand. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements Level 1 – Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Instruments whose significant drivers are unobservable. The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and six months ended June 30, 2019 and 2018, there were no transfers between Levels 1, 2 and 3. June 30, 2019 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 1,811 $ 1,811 $ — $ — Securities owned, at fair value 9,095 9,095 — — Total $ 10,906 $ 10,906 — $ — Liabilities: Recurring fair value measurements: Deferred consideration (Note 11) $ 161,273 $ — $ — $ 161,273 Securities sold, but not yet purchased 543 543 — — Total $ 161,816 $ 543 $ — $ 161,273 |
Securities Owned_Sold but Not Y
Securities Owned/Sold but Not Yet Purchased | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Securities Owned/Sold but Not Yet Purchased | 6. Securities Owned/Sold, but Not Yet Purchased These securities consist of the following: June 30, December 31, Securities Owned Trading securities $ 9,095 $ 8,873 Securities Sold, but not yet Purchased Trading securities $ 543 $ 1,698 The Company had no available-for-sale available-for-sale |
Securities Held-to-Maturity
Securities Held-to-Maturity | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Securities Held-to-Maturity | 7. Securities Held-to-Maturity The following table is a summary of the Company’s securities held-to-maturity: June 30, December 31, Federal agency debt instruments (amortized cost) $ 20,136 $ 20,180 The following table summarizes unrealized gains, losses, and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity: June 30, December 31, Cost/amortized cost $ 20,136 $ 20,180 Gross unrealized gains 8 5 Gross unrealized losses (505 ) (1,679 ) Fair value $ 19,639 $ 18,506 The Company assesses these securities for other-than-temporary impairment on a quarterly basis. No securities were determined to be other-than-temporarily impaired at June 30, 2019 or December 31, 2018. The Company does not intend to sell these securities and it is not more-likely-than-not The following table sets forth the maturity profile of the securities held-to-maturity; June 30, December 31, Due within one year $ — $ — Due one year through five years — — Due five years through ten years 7,517 7,521 Due over ten years 12,619 12,659 Total $ 20,136 $ 20,180 |
Note Receivable
Note Receivable | 6 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Note Receivable | 8. Notes Receivable The following table sets forth the Company’s notes receivable: June 30, December 31, AdvisorEngine Inc. – Unsecured non-convertible note $ 29,935 $ 28,722 AdvisorEngine Inc. – Unsecured convertible note 1,550 — Total $ 31,485 $ 28,722 During the three months ended June 30, 2019 and 2018, the Company recognized interest income of $628 and $421, respectively. During the six months ended June 30, 2019 and 2018, the Company recognized interest income of $1,223 and $840, respectively. Interest income included original issue discount amortization and accrued interest. The Company determined that an allowance for credit loss was not necessary at June 30, 2019 and December 31, 2018 as there have been no adverse events or circumstances since the notes were issued which may indicate that their carrying amounts may not be recoverable. Unsecured Non-Convertible Note The Company has an outstanding unsecured promissory note from AdvisorEngine Inc. (“AdvisorEngine”). All principal amounts under the note bear interest from the date such amounts are advanced until repaid at a rate of 5% per annum, provided that immediately upon the occurrence and during the continuance of an event of default (as defined), interest will be increased to 10% per annum. All accrued and unpaid interest is treated as PIK by capitalizing such amount and adding it to the principal amount of the original note. AdvisorEngine has the option to prepay the note, in whole or in part, at any time without premium or penalty. All borrowings under the promissory note mature on December 29, 2021. The following is a summary of the outstanding unsecured non-convertible note receivable balance: June 30, December 31, Note receivable (face value) $ 30,000 $ 30,000 Less: OID, unamortized (2,167 ) (2,582 ) Plus: PIK interest 2,102 1,304 Total note receivable, net $ 29,935 $ 28,722 The fair value of the note receivable (classified as Level 2 within the fair value hierarchy and determined using high yield credit spreads) was $29,703 and $27,618 at June 30, 2019 and December 31, 2018, respectively. Unsecured Convertible Note In April 2019, the Company participated in a private convertible note financing round of AdvisorEngine by advancing $1,540 in consideration for a convertible note, which was issued as part of a series of convertible notes pursuant to a Convertible Note Purchase Agreement entered into among AdvisorEngine, the Company and the other purchasers thereto. The convertible note bears interest at a rate of 3% per annum, with all or any unpaid portion being treated as PIK by capitalizing such amount and adding it to the principal amount outstanding, is unsecured, and matures on April 11, 2021. All principal (and, at the option of AdvisorEngine if not paid in cash, accrued interest) under the convertible note will automatically convert into a class or series of preferred stock substantially identical to that issued in a qualified financing (as defined), but at a price per share equal to 80% of the price per share sold in such transaction. In the event of a corporate transaction (as defined) the convertible note would be repaid in cash from the proceeds of such transaction in the amount of 1.5 times the outstanding principal amount, plus any accrued and unpaid interest convertible note is repaid at a rate of 1.25 times the outstanding principal amount, plus accrued and unpaid interest The following is a summary of the outstanding unsecured convertible note receivable balance: June 30, Note receivable (face value) $ 1,540 Plus: PIK interest 10 Total note receivable, net $ 1,550 The carrying value of the note receivable approximates fair value at June 30, 2019 due to its short-term nature. |
Investments, Carried at Cost
Investments, Carried at Cost | 6 Months Ended |
Jun. 30, 2019 | |
Investments Schedule [Abstract] | |
Investments, Carried at Cost | 9. Investments, Carried at Cost The following table sets forth the Company’s investments, carried at cost: June 30, December 31, AdvisorEngine – Preferred stock $ 25,000 $ 25,000 Thesys Group, Inc. (“Thesys”) 3,080 3,080 Total $ 28,080 $ 28,080 AdvisorEngine Preferred Stock The Company owns approximately 46% (or 41% on a fully-diluted basis) of AdvisorEngine, a digital wealth management platform, through strategic investments totaling $25,000. In consideration of its investment, the Company received 11,811,856 shares and 2,646,062 shares of Series A and Series A-1 A-1 non-cumulative The investment is accounted for under the cost method of accounting as it is not considered to be in-substance Range (Weighted Average) Market Approach Revenue multiple 4.7x - (5.0x) Income Approach Weighted average cost of capital (“WACC”) 26.0 % An increase in the revenue multiple would result in a higher enterprise value, whereas an increase in the WACC would reduce fair value. The results of the quantitative assessment noted no impairment at December 31, 2018. In addition, no impairment existed at June 30, 2019 based upon a qualitative assessment. There were also no observable price changes during the applicable reporting periods. Thesys On June 20, 2017, the Company was issued 7,797,533 newly authorized shares of Series Y preferred stock (“Series Y Preferred”) of Thesys in connection with the resolution of a dispute related to the Company’s ownership stake in Thesys. The Series Y Preferred represents current ownership of approximately 19% of Thesys on a fully diluted basis (excluding certain reserved shares). In addition, the Company was issued a warrant to purchase 3,898,766 shares of Series Y Preferred. The Series Y Preferred ranks pari passu pre-determined The Series Y Preferred is accounted for under the cost method of accounting as it is not considered to be in-substance Range (Weighted Average) Income Approach (1) Weighted average cost of capital (“WACC”) 3.8% - ) (1) The inputs selected varied, based upon the Thesys business line being valued. An increase in the WACC would result in a lower enterprise value. The quantitative assessment performed resulted in the recognition of an impairment in the fourth quarter of 2018. No additional impairment was recognized at June 30, 2019 based upon a qualitative assessment. There were also no observable price changes during the applicable reporting periods. The carrying value of the Series Y Preferred was $3,080 at June 30, 2019 and December 31, 2018, respectively. The fair value of the warrant was determined to be insignificant. The warrant is not accounted for as a derivative as it cannot be net settled and is not readily convertible to cash. |
Fixed Assets, net
Fixed Assets, net | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets, net | 10. Fixed Assets, net The following table summarizes fixed assets: June 30, December 31, Equipment $ 2,259 $ 2,244 Furniture and fixtures 2,218 2,218 Leasehold improvements 10,964 10,964 Less: accumulated depreciation and amortization (6,837 ) (6,304 ) Total $ 8,604 $ 9,122 |
Deferred Consideration
Deferred Consideration | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Deferred Consideration | 11. Deferred Consideration Deferred consideration represents an obligation the Company assumed in connection with the ETFS Acquisition. The obligation is for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 6,333 The Contractual Gold Payments are paid from advisory fee income generated by any Company-sponsored financial product backed by physical gold and are subject to adjustment and reduction for declines in advisory fee income generated by such products, with any reduction remaining due and payable until paid in full. ETFS Capital’s recourse is limited to such advisory fee income and it has no The Company determined the present value of the deferred consideration of $161,273 and $161,540 at June 30, 2019 and December 31, 2018, respectively, using forward-looking gold prices which were extrapolated from the last observable price (beyond 2025), discounted at a rate of 10.0% and a perpetual growth rate of 1.5%. Current amounts payable were $12,857 and $11,765 and long-term amounts payable were $148,416 and $149,775, respectively, at June 30, 2019 and December 31, 2018, respectively. During the three and six months ended June 30, 2019 and 2018, the Company recognized the following in respect of deferred consideration: Three Months Ended Six Months Ended 2019 2018 2019 2018 Contractual Gold Payments $ 3,110 $ 2,715 $ 6,208 $ 2,715 Contractual Gold Payments – gold ounces paid 2,375 2,085 (1) 4,750 2,085 (1) (Loss)/gain on revaluation of deferred consideration – gold payments (2) $ (4,037 ) $ 9,898 $ 367 $ 9,898 (1) Represents payments during the period April 11, 2018 through June 30, 2018. (2) Gains/(losses) arise due to (decreases)/increases in the forward-looking price of gold and the magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold. See Note 5 for a reconciliation of changes in the deferred consideration balances. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. Long-Term Debt On April 11, 2018 and in connection with the ETFS Acquisition, the Company entered into the Credit Facility pursuant to which the lenders extended a $200,000 Term Loan and made available a $50,000 Revolver. Interest on the Term Loan accrues at an annual rate equal to LIBOR, plus up to 2.00 LIBOR 1.75 1.50 1.25 The following table provides a summary of the Company’s outstanding borrowings under the Credit Facility: June 30, 2019 December 31, 2018 Term Loan Revolver (1) Term Loan Revolver (1) Amount borrowed $ 200,000 $ — $ 200,000 $ — Unamortized issuance costs (4,238 ) 935 (5,408 ) 1,195 Carrying amount $ 195,762 $ 935 $ 194,592 $ 1,195 Effective interest rate (2) 5.46 % n/a 5.09 % n/a (1) The available capacity under the Revolver is subject to compliance with the Total Leverage Ratio. (2) Includes amortization of issuance costs. Interest expense recognized on the Credit Facility during the three months ended June 30, 2019 and 2018 was $2,910 and $2,356, respectively, and during the six months ended June 30, 2019 and 2018 was $5,802 and $2,356, respectively. Unamortized issuance costs related to the Revolver of $935 and $1,195 at June 30, 2019 and December 31, 2018, respectively, are included in other noncurrent assets on the Consolidated Balance Sheet. The fair value of the Company’s long-term debt (classified as Level 2 within the fair value hierarchy) was $197,500 and $196,126 at June 30, 2019 and December 31, 2018, respectively. The credit agreement includes a financial covenant that requires the Company to maintain a Total Leverage Ratio (as defined below), calculated as of the last day of each fiscal quarter, equal to or less than the ratio set forth opposite such fiscal quarter: Fiscal Quarter Ending Total Leverage Ratio June 30, 2019 2.50:1.00 September 30, 2019 2.50:1.00 December 31, 2019 2.50:1.00 March 31, 2020 2.25:1.00 June 30, 2020 2.25:1.00 September 30, 2020 and each subsequent fiscal quarter ending on or before the maturity date 2.00:1.00 Total Leverage Ratio means, as of the last day of any fiscal quarter, the ratio of Consolidated Total Debt of the Company and its restricted subsidiaries (as defined in the credit agreement) as of such date to Consolidated EBITDA of the Company and its restricted subsidiaries (as defined in the credit agreement) for the four consecutive fiscal quarters ended on such date. The Company’s obligations under the Term Loan and Revolver are unconditionally guaranteed by the Company and certain of its subsidiaries and secured by substantially all of the present and future property and assets of the Company and such subsidiaries, in each case, subject to customary exceptions and exclusions. The credit agreement contains customary affirmative covenants for transactions of this type and other affirmative covenants agreed to by the parties, including, among others, the provision of annual and quarterly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters. The credit agreement contains customary negative covenants, including among others, restrictions on the incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, repurchasing equity interests of the Company, entering into affiliate transactions and asset sales. The credit agreement also provides for a number of customary events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control and judgment defaults. The Company is in compliance with its covenants under the credit agreement. |
Preferred Shares
Preferred Shares | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Preferred Shares | 13. Preferred Shares On April 10, 2018, the Company filed a Certificate of Designations of Series A Non-Voting as-converted As described in the Certificate of Designations, the Company will not issue, and ETFS Capital does not have the right to require the Company to issue, any shares of common stock upon conversion of the Preferred Shares, if, as a result of such conversion, ETFS Capital (together with certain attribution parties) would beneficially own more than 9 In connection with the completion of the ETFS Acquisition, the Company issued 14,750 Preferred Shares, which are convertible into an aggregate of 14,750,000 shares of common stock. The fair value of this consideration was $132,750, based on the closing price of the Company’s common stock on April 10, 2018 of $9.00 per share, the trading day prior to the closing of the acquisition. The following is a summary of the Preferred Share balance: June 30, 2019 December 31, Issuance of Preferred Shares $ 132,750 $ 132,750 Less: Issuance costs (181 ) (181 ) Preferred Shares – carrying value $ 132,569 $ 132,569 Temporary equity classification is required for redeemable instruments for which redemption triggers are outside of the issuer’s control. ETFS Capital has the right to redeem all the Preferred Shares specified to be converted during the period of time specified in the Certificate of Designations in the event that: (a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Preferred Shares requested by ETFS Capital to be converted; or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per Preferred Share as it would have received had each outstanding Preferred Share been converted into common stock immediately prior to the change of control. However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant or obligation the Company owes to any of its secured creditors or is otherwise prohibited by applicable law. Any such redemption will be at a price per Preferred Share equal to the dollar volume-weighted average price for a share of common stock for the 30-trading first fiscal quarter that begins on a date following the date ETFS Capital exercises such redemption right. The carrying amount of the Preferred Shares was not adjusted as it was not probable that the Preferred Shares would become redeemable. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Lessee Disclosure [Abstract] | |
Leases | 14. Leases The Company has entered into operating leases for its corporate headquarters and other office facilities, financial data terminals and equipment. The Company has no finance leases. Upon the adoption of ASC 842 on January 1, 2019, the Company recognized a right-of-use right-of-use The following table provides additional information regarding the Company’s leases: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Lease cost: Operating lease cost $ 795 $ 857 $ 1,590 $ 1,600 Short-term lease cost 383 432 772 716 Total lease cost $ 1,178 $ 1,289 $ 2,362 $ 2,316 Other information: Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 875 n/a $ 1,760 n/a Right-of-use n/a n/a n/a n/a Weighted-average remaining lease term (in years) – operating leases 9.8 n/a 9.8 n/a Weighted-average discount rate – operating leases 6.3 % n/a 6.3 % n/a None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations. The Company’s lease of its headquarters, which expires on August 20, 2029, includes an option to extend for an additional five years. Rent payable under the option is equal to the fair market rent of the premise as determined by the landlord approximately six months prior to the commencement of the extension term. The lease also includes a cancellation option which is effective on August 21, 2024 and requires notice to be provided to the landlord at least 12 months prior. Triggering this option requires a cancellation payment of $4,236. The cancellation and extension options were not reasonably certain of being exercised and were therefore not recognized as part of the right-of-use Other leases also include extension, automatic renewal and termination provisions. These provisions were also not reasonably certain of being exercised and were therefore not recognized as part of the right-of-use The following table discloses future minimum lease payments at June 30, 2019 with respect to the Company’s operating lease liabilities: Remainder of 2019 $ 1,832 2020 3,676 2021 2,958 2022 2,958 2023 2,958 2024 and thereafter 17,641 Total future minimum lease payments (undiscounted) $ 32,023 The following table reconciles the future minimum lease payments (disclosed above) at June 30, 2019 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheet: Amounts recognized in the Company’s Consolidated Balance Sheet Lease liability – short term $ 3,632 Lease liability – long term 20,190 Subtotal 23,822 Difference between undiscounted and discounted cash flows 8,201 Total future minimum lease payments (undiscounted) $ 32,023 The following table discloses the future minimum lease payments at June 30, 2018 (prior period), which is required as the Company elected to apply the new lease requirements at the effective date, rather than the beginning of the earliest comparative period presented: Remainder of 2018 $ 1,948 2019 3,764 2020 3,516 2021 3,146 2022 2,958 2023 and thereafter 20,599 Total future minimum lease payments (undiscounted) $ 35,931 Lease Termination – Japan Office During the six months ended June 30, 2019, the Company recognized an impairment expense of $572 in connection with the termination of its Japan office lease. Letter of Credit The Company collateralized its U.S. office lease through a standby letter of credit totaling $1,384. The collateral is included in cash and cash equivalents on the Company’s Consolidated Balance Sheets. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 15. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company is not currently party to any litigation that is expected to have a material adverse impact on its business, financial position, results of operations or cash flows. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity | 16. Variable Interest Entity VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary of AdvisorEngine as it does not have the power to direct the activities that most significantly impact AdvisorEngine’s economic performance. Such power is conveyed through AdvisorEngine’s board of directors and the Company does not have control over the board. The following table presents information about the Company’s variable interests in AdvisorEngine (a non-consolidated June 30, 2019 December 31, 2018 Carrying Amount—Assets Preferred stock $ 25,000 $ 25,000 Unsecured non-convertible note receivable 29,935 28,722 Unsecured convertible note receivable 1,550 — Total carrying amount—Assets $ 56,485 $ 53,722 Maximum exposure to loss $ 56,485 $ 53,722 |
Revenues from Contracts with Cu
Revenues from Contracts with Customers | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | 17. Revenues from Contracts with Customers The following table presents the Company’s total revenues from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues from contracts with customers: Advisory fees $ 65,627 $ 73,778 $ 130,467 $ 132,234 Other 666 997 1,311 1,445 Total operating revenues $ 66,293 $ 74,775 $ 131,778 $ 133,679 The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised goods or services are transferred to the customer. A good or service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the good or service. Transfer of control happens either over time or at a point in time. When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of goods or services to the customer. Substantially all the Company’s revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (See Note 18). These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice. There are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenue. In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions The Company’s revenues are derived primarily from investment advisory agreements with related parties. Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S. and Canadian WisdomTree ETFs and WisdomTree UCITS ETFs. The Board of Trustees and Board of Directors (including certain officers of the Company) of the related parties are primarily responsible for overseeing the management and affairs of the entities for the benefit of their stakeholders and have contracted with the Company to provide for general management and administration services. The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable on the Company’s Consolidated Balance Sheets: June 30, 2019 December 31, 2018 Receivable from WTT $ 13,920 $ 14,678 Receivable from ETFS Issuers 8,573 8,779 Receivable from BI and WTI 853 951 Receivable from WTAMC 196 167 Receivable from WTCS 80 95 Total $ 23,622 $ 24,670 The following table summarizes revenues from advisory services provided to related parties: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Advisory services provided to WTT $ 42,817 $ 52,591 $ 85,040 $ 107,792 Advisory services provided to ETFS Issuers 19,367 17,720 38,640 17,720 Advisory services provided to BI and WTI 2,583 2,724 5,087 5,351 Advisory services provided to WTAMC 607 403 1,153 715 Advisory services provided to WTCS 253 340 547 656 Total $ 65,627 $ 73,778 $ 130,467 $ 132,234 The Company also has investments in certain WisdomTree ETFs of approximately $3,193 and $7,117 at June 30, 2019 and December 31, 2018, respectively. Gains and losses related to these ETFs during the three months ended June 30, 2019 and 2018 were ($205) and ($67), respectively, and during the six months ended June 30, 2019 and 2018 were $148 and ($ 58 |
Stock-Based Awards
Stock-Based Awards | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | 19. Stock-Based Awards On June 20, 2016, the Company’s stockholders approved a new 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. The Company also has issued from time to time stock-based awards outside a plan. The Company grants equity awards to employees and directors which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and stock options. Certain awards described below are subject to acceleration under certain conditions. Stock options: Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date. The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model. RSAs/RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest ratably over three years. PRSUs: These awards cliff vest three years from grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period. A Monte Carlo simulation is used to value these awards. The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows: • If the relative TSR is below the 25 th • If the relative TSR is at the 25 th • If the relative TSR is above the 25 th th th Stock-based compensation during the three months ended June 30, 2019 and 2018 was $3,135 and $3,529, respectively, and during the six months ended June 30, 2019 and 2018 was $6,207 and $6,838, respectively. A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows: June 30, 2019 Unrecognized Stock- Based Compensation Average Remaining Vesting Period (Years) Employees and directors $ 21,078 2.16 A summary of stock-based compensation award activity during the three months ended June 30, 2019 is as follows: Stock Options RSAs RSUs PRSUs Balance at April 1, 2019 550,537 3,270,065 40,436 270,872 (1) Granted — 97,649 — — Exercised/vested — (105,319 ) — — Forfeitures — (31,142 ) — — Balance at June 30, 2019 550,537 3,231,253 40,436 270,872 (1) (1) Represents the target number of PRSUs granted and outstanding. The number of PRSUs that ultimately vest ranges from 0% to 200% of this amount. A Monte Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group: (i) beginning 90-day |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 20. Earnings Per Share The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Basic Earnings per Share 2019 2018 2019 2018 Net income $ 2,479 $ 16,724 $ 11,303 $ 26,148 Less: Income distributed to participating securities (539 ) (513 ) (1,083 ) (584 ) Less: Undistributed income allocable to participating securities — (1,101 ) (117 ) (999 ) Net income available to common stockholders $ 1,940 $ 15,110 $ 10,103 $ 24,565 Weighted average common shares (in thousands) 151,818 149,056 151,722 142,230 Basic earnings per share $ 0.01 $ 0.10 $ 0.07 $ 0.17 Three Months Ended June 30, Six Months Ended June 30, Diluted Earnings per Share 2019 2018 2019 2018 Net income $ 2,479 $ 16,724 $ 11,303 $ 26,148 Weighted Average Diluted Shares (in thousands) Weighted average common shares 151,818 149,056 151,722 142,230 Dilutive effect of common stock equivalents 15,431 14,290 15,133 7,749 Weighted average diluted shares 167,249 163,346 166,855 149,979 Diluted earnings per share $ 0.01 $ 0.10 $ 0.07 $ 0.17 Diluted earnings per share is calculated under the treasury stock and if-converted two-class |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes Effective Income Tax Rate – Three and Six Months Ended June 30, 2019 The Company’s effective income tax rate during the three months ended June 30, 2019 of 59.1% resulted in income tax expense of $3,587. The Company’s effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a valuation allowance on foreign net operating losses, non-deductible non-deductible The Company’s effective income tax rate during the six months ended June 30, 2019 of 18.3% resulted in income tax expense of $2,538. The Company’s effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a $4,309 reduction in unrecognized tax benefits, a lower tax rate on foreign earnings and a non-taxable non-deductible Effective Income Tax Rate – Three and Six Months Ended June 30, 2018 The Company’s effective income tax rate during the three and six months ended June 30, 2018 of 24.6% and 27.6%, respectively, resulted in income tax expense of $5,460 and $9,958, respectively. The Company’s effective income tax rate differs from the federal statutory tax rate of 21% primarily due to non-deductible non-taxable Deferred Tax Assets A summary of the components of the Company’s deferred tax assets at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Deferred tax assets: NOLs – International $ 8,992 $ 6,605 Accrued expenses 1,837 2,699 Goodwill and intangible assets 1,746 1,841 Stock-based compensation 1,189 2,673 Net lease liability 1,160 1,184 Capital losses 794 794 NOLs – U.S. 635 762 Other 272 40 Deferred tax assets 16,625 16,598 Deferred tax liabilities: Fixed assets and prepaid assets 1,480 1,433 Unrealized gains 760 724 Deferred tax liabilities 2,240 2,157 Total deferred tax assets less deferred tax liabilities 14,385 14,441 Less: valuation allowance (9,786 ) (7,399 ) Deferred tax assets, net $ 4,599 $ 7,042 Net Operating Losses – U.S The Company’s tax effected federal net operating losses (“NOLs”) at June 30, 2019 were $635 which expire in 2024. The net operating loss carryforwards have been reduced by the impact of annual limitations described in Internal Revenue Code Section 382 that arose as a result of an ownership change. The Company’s tax effected capital losses at June 30, 2019 was $794. A full valuation allowance was established as it is more-likely-than-not Net Operating Losses – International Certain of the Company’s European subsidiaries and its Canadian subsidiary generated NOLs outside the U.S. These tax effected NOLs were $8,992 and $6,605 at June 30, 2019 and December 31, 2018, respectively. The Company established a full valuation allowance related to these NOLs as it is more-likely-than-not Uncertain Tax Positions Tax positions are evaluated utilizing a two-step likely-than-not In connection with the ETFS Acquisition, the Company accrued a liability for uncertain tax positions and interest and penalties at the acquisition date. The table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits during the three and six months ended June 30, 2019: Total Unrecognized Interest and Balance on January 1, 2019 $ 34,876 $ 28,101 $ 6,775 Decrease—Lapse of statute of limitations (4,309 ) (2,999 ) (1,310 ) Increases 101 — 101 Foreign currency translation (1) 925 745 180 Balance at March 31, 2019 $ 31,593 $ 25,847 $ 5,746 Increases 101 — 101 Foreign currency translation (1) (817 ) (668 ) (149 ) Balance at June 30, 2019 $ 30,877 $ 25,179 $ 5,698 (1) The gross unrecognized tax benefits were accrued in British pounds sterling. The Company also recorded an offsetting indemnification asset provided by ETFS Capital as part of its agreement to indemnify the Company for any potential claims, for which an amount is being held in escrow. ETFS Capital has also agreed to provide additional collateral by maintaining a minimum working capital balance up to a stipulated amount. The decrease resulting from the lapsing of the statute of limitations of $4,309, was recorded as an income tax benefit and an equal and offsetting amount to reduce the indemnification asset was recorded in other losses, net, during the six months ended June 30, 2019. The gross unrecognized tax benefits and interest and penalties totaling $30,877 and $34,876 at June 30, 2019 and December 31, 2018, respectively, are included in other non-current At June 30, 2019, there were $25,179 of unrecognized tax benefits that, if recognized, would impact the effective tax rate. The recognition of any unrecognized tax benefits would result in an equal and offsetting adjustment to the indemnification asset which would be recorded in income before taxes due to the indemnity for any potential claims. Income Tax Examinations The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. The Company’s federal tax return and ManJer’s tax return (a Jersey-based subsidiary) for the year ended December 31, 2016 are currently under review by the relevant tax authorities. The Company is indemnified by ETFS Capital for any potential exposure associated with ManJer’s tax return under audit. The Company is not currently under audit in any other income tax jurisdictions. As of June 30, 2019, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for years before 2015. Undistributed Earnings of Foreign Subsidiaries The Company recognizes deferred tax liabilities for withholding taxes that may become payable, where applicable, upon the distribution of earnings and profits from foreign subsidiaries unless considered permanent in duration. As of June 30, 2019, the Company considers all undistributed foreign earnings and profits to be permanent in duration. |
Shares Repurchased
Shares Repurchased | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shares Repurchased | 22. Shares Repurchased On April 24, 2019, the Company’s Board of Directors extended the term of the Company’s share repurchase program for three years through April 27, 2022. Included under this program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions. This authority may be exercised from time to time, subject to the terms of the credit agreement described below and regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The repurchase program may be suspended or terminated at any time without prior notice. Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records. As more fully disclosed in Note 3, the Company completed the ETFS Acquisition on April 11, 2018. To partially finance the acquisition, the Company entered into a credit agreement which contains customary negative covenants, including, among others, a covenant which may restrict the Company’s ability to repurchase equity interests. Share repurchases only are permitted to the extent the Total Leverage Ratio (as defined in the credit agreement) does not exceed 1.75 1.00 During the three and six months ended June 30, 2019, the Company repurchased 14,065 shares and 325,278 shares of its common stock, respectively, under this program for an aggregate cost of $102 and $2,107, respectively. During the three and six months ended June 30, 2018, the Company repurchased 26,717 shares and 87,225 shares of its common stock, respectively, under this program for an aggregate cost of $272 and $1,006, respectively. As of June 30, 2019, $83,622 remained under this program for future purchases. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 23. Goodwill and Intangible Assets Goodwill The table below sets forth goodwill by reporting unit. Goodwill allocated to the U.S. Business reporting unit is tested annually for impairment on April 30 th th Reporting Unit European Business (1) U.S. Business Total Balance at January 1, 2019 $ 84,057 $ 1,799 $ 85,856 Changes — — — Balance at June 30, 2019 $ 84,057 $ 1,799 $ 85,856 (1) The European Business is included in the Company’s International Business reportable segment. The goodwill allocated to the European Business reporting unit is not deductible for tax purposes as the transaction was structured as a stock acquisition occurring in the United Kingdom. The goodwill allocated to the U.S. Business reporting unit is deductible for tax purposes. Goodwill allocated to the U.S. Business reporting unit was tested for impairment on April 30, 2019. The fair value of the reporting unit exceeded its carrying value and therefore no Intangible Assets (Indefinite-Lived) Advisory (ETFS) Advisory AUM) Total Balance at January 1, 2019 $ 601,247 $ 1,962 $ 603,209 Foreign currency translation — 82 82 Balance at June 30, 2019 $ 601,247 $ 2,044 $ 603,291 ETFS In connection with the ETFS Acquisition which was completed on April 11, 2018 (see Note 3), the Company identified intangible assets valued at $601,247 related to the right to manage AUM through customary advisory agreements. The fair value of the intangible assets was determined using an income approach (discounted cash flow analysis) which relied upon significant unobservable inputs including a revenue growth multiple of 3% to 4% and a weighted average cost of capital of 11.6%. The intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes. The Company has designated November 30 th Questrade ETFs During the fourth quarter of , the Company acquired eight Canadian-listed ETFs from Questrade, Inc. (the “Questrade ETFs”). The entire purchase price was allocated to the Company’s right to manage AUM in the form of advisory contracts. These intangible assets are translated based on the end of period exchange rates from local currency to U.S. dollars. Most of the Questrade ETFs were merged into the Company’s existing Canadian-listed ETFs. The intangible assets (which are deductible for tax purposes) were determined to have an indefinite useful life. The Company has designated November 30 th |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 24. Segment Reporting The Company operates as an ETP sponsor and asset manager providing investment advisory services globally. These activities are reported in the Company’s U.S. Business and International Business reportable segments. The U.S. Business segment includes the results of the Company’s U.S. operations and wind down costs associated with the Japan sales office. The results of the Company’s European and Canadian operations are reported as the International Business segment. Information concerning these reportable segments are as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 U.S. Business Segment Operating revenues Advisory fees $ 43,070 $ 52,931 $ 85,587 $ 108,449 Other income 76 162 182 309 Total operating revenues $ 43,146 $ 53,093 $ 85,769 $ 108,758 Total operating expenses $ (36,407 ) $ (42,638 ) $ (73,583 ) $ (81,668 ) Other income/(expenses) Interest expense $ (194 ) $ (173 ) $ (386 ) $ (173 ) Interest income 818 612 1,597 1,574 Impairment — — (572 ) — Other gains and losses, net (54 ) (66 ) 91 (292 ) Total other income $ 570 $ 373 $ 730 $ 1,109 Total income before income taxes (U.S. Business Segment) $ 7,309 $ 10,828 $ 12,916 $ 28,199 International Business Segment (1) Operating revenues Advisory fees $ 22,557 $ 20,847 $ 44,880 $ 23,785 Other income 590 835 1,129 1,136 Total operating revenues $ 23,147 $ 21,682 $ 46,009 $ 24,921 Total operating expenses $ (17,975 ) $ (17,606 ) $ (35,601 ) $ (24,259 ) Other income/(expenses) Interest expense $ (2,716 ) $ (2,183 ) $ (5,416 ) $ (2,183 ) (Loss)/gain on revaluation of deferred consideration (4,037 ) 9,898 367 9,898 Other gains and losses, net 338 (435 ) (4,434 ) (470 ) Total other income/(expenses) $ (6,415 ) $ 7,280 $ (9,483 ) $ 7,245 Total (loss)/income before income taxes (International Business Segment) $ (1,243 ) $ 11,356 $ 925 $ 7,907 Income/(loss) before income taxes U.S. Business segment $ 7,309 $ 10,828 $ 12,916 $ 28,199 International Business segment (1,243 ) 11,356 925 7,907 Total income before income taxes $ 6,066 $ 22,184 $ 13,841 $ 36,106 Assets are not reported by segment as such information is not utilized by the chief operating decision maker. (1) The financial results of ETFS are included in the International Business reportable segment as of April 11, 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 25. Subsequent Events The Company evaluated subsequent events through the date of issuance of the accompanying consolidated financial statements. There were no events requiring disclosure. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of financial condition, results of operations, and cash flows for the periods presented. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The financial results of ETFS are included in the Company’s consolidated financial statements since the acquisition date, April 11, 2018 (See Note 3). |
Consolidation | Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company reassesses its evaluation of whether an entity is a VIE when certain reconsideration events occur. |
Segment and Geographic Information | Segment and Geographic Information The Company operates as an ETP sponsor and asset manager providing investment advisory services globally. These activities are reported in the Company’s U.S. Business and International Business reportable segments. The International Business reportable segment includes the results of the Company’s European operations and Canadian operations. The financial results of ETFS are included in the International Business reportable segment as of the acquisition date. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. |
Revenue Recognition | Revenue Recognition The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied. ETP advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice. |
Contractual Gold Payments | Contractual Gold Payments Contractual gold payments are measured and paid monthly based upon the average daily spot price of gold (See Note 11). |
Marketing and Advertising | Marketing and Advertising Advertising costs, including media advertising and production costs, are expensed when incurred. |
Depreciation and Amortization | Depreciation and Amortization Depreciation is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 5 Furniture and fixtures 15 Leasehold improvements are amortized over the term of their respective leases or service lives of the improvements, whichever is shorter. Fixed assets are recorded at cost less accumulated depreciation and amortization. |
Stock-Based Awards | Stock-Based Awards Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur. |
Third-Party Distribution Fees | Third-Party Distribution Fees The Company pays a percentage of its advisory fee revenues based on incremental growth in AUM, subject to caps or minimums, to marketing agents to sell WisdomTree ETFs and for including WisdomTree ETFs on third-party customer platforms. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer and other obligations due under normal trade terms. An allowance for doubtful accounts is not provided since, in the opinion of management, all accounts receivable recorded are deemed current and collectible. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable. |
Notes Receivable | Notes Receivable Notes receivable are accounted for on an amortized cost basis, net of original issue discount. Interest income is accrued over the term of the notes using the effective interest method. The Company performs a review for the impairment of the notes receivable on a quarterly basis and provides for an allowance for credit losses if all or a portion of the notes are determined to be uncollectible. |
Securities Owned and Securities Sold, but not yet Purchased (at fair value) | Securities Owned and Securities Sold, but not yet Purchased (at fair value) Securities owned and securities sold, but not yet purchased are securities classified as either trading or available-for-sale. available-for-sale Available-for-sale |
Securities Held-to-Maturity | Securities Held-to-Maturity The Company accounts for certain of its investments as held-to-maturity held-to-maturity likely-than-not |
Investments, Carried at Cost | Investments, Carried at Cost The Company accounts for equity investments that do not have a readily determinable fair value as cost method investments under the measurement alternative prescribed within Accounting Standards Update (“ASU”) 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities |
Goodwill | Goodwill Goodwill is the excess of the fair value of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests its goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment For impairment testing purposes, goodwill has been allocated to the Company’s U.S. Business reporting unit which is assessed annually for impairment on April 30 th th |
Intangible Assets | Intangible Assets Indefinite-lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Company may rely on a qualitative assessment when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets is November 30 th |
Leases | Leases Effective January 1, 2019, the Company accounts for its lease obligations in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use right-of-use ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease Upon adoption of ASC 842 on January 1, 2019, the Company applied the transitional practical expedients to its outstanding leases and therefore the Company did not reassess (i) whether any expired or existing contracts are or contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. The Company also elected to apply the new lease requirements at the effective date, rather than the beginning of the earliest comparative period presented. |
Deferred Consideration - Gold Payments | Deferred Consideration – Gold Payments Deferred consideration represents the present value of an obligation to pay gold to a third party into perpetuity and is measured using forward-looking gold prices and a selected discount rate (See Note 11). Changes in the fair value of this obligation are reported as (loss) on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations. |
Long-Term Debt | Long-Term Debt Long-term debt is carried at amortized cost, net of debt issuance costs. Interest expense is recognized using the effective interest method and includes amortization of debt issuance costs over the life of the debt. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities. The preferred stock issued in connection with the ETFS Acquisition (see Note 13) and unvested share-based payment awards that contain non-forfeitable two-class if-converted two-class |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not Tax positions are evaluated utilizing a two-step likely-than-not Non-income |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments 2016-13). off-balance off-balance held-to-maturity) available-for-sale available-for-sale 2016-13 2016-13 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement , the policy for timing of transfers between levels and the valuation processes for Level fair value measurements. ASU 2018-13 also added new disclosures including the requirement to disclose (a) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level fair value measurements held at the end of the reporting period and (b) the range and weighted average of significant unobservable inputs used to develop Level fair value measurements. ASU 2018-13 is effective for fiscal years (and interim reporting periods within those years) beginning after December , and early adoption is permitted. This standard will only impact the disclosures pertaining to fair value measurements. The Company plans to adopt this standard on January , . |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Related Assets | Depreciation is provided for using the straight-line method over the estimated useful lives of the related assets as follows: Equipment 5 Furniture and fixtures 15 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Summary of Allocation Of Purchase Price | The following table summarizes the allocation of the purchase price as of the acquisition date: Purchase price Preferred Shares issued 14,750 Conversion ratio 1,000 Common stock equivalents 14,750,000 Common Shares issued 15,250,000 Total shares issued 30,000,000 WisdomTree stock price (1) $ 9.00 Equity portion of purchase price $ 270,000 Cash portion of purchase price Term Loan (See Note 12) 200,000 Cash on hand 53,000 Purchase price 523,000 Deferred consideration (See Note 11) 172,746 Total $ 695,746 Allocation of consideration Cash and cash equivalents 13,687 Receivables and other current assets 14,069 Intangible assets (2) 601,247 Other current liabilities (17,314 ) Fair value of net assets acquired 611,689 Goodwill resulting from the ETFS Acquisition (3) $ 84,057 (1) The closing price of the Company’s common stock on April 10, 2018, the trading day prior to the closing date of the acquisition. (2) Represents purchase price allocated to customary advisory agreements. The fair value of the intangible assets was determined using an income approach (discounted cash flow analysis) which relied upon significant unobservable inputs including a revenue growth multiple of 3% to 4% and a weighted average cost of capital of 11.6%. These intangible assets were determined to have an indefinite useful life and are not deductible for tax purposes. A deferred tax liability associated with these intangible assets was not recognized as the intangibles arose in Jersey, a jurisdiction where the Company is subject to a zero percent tax rate. (3) Goodwill arising from the ETFS Acquisition represents the value of synergies created from combining the operations of ETFS and the Company. The goodwill is not deductible for tax purposes as the transaction was structured as a stock acquisition occurring in the United Kingdom. |
Summary of Operating Results of ETFS since the Acquisition Date | The Company’s Consolidated Statements of Operations include the following operating results of ETFS since the acquisition date of April 11, 2018 through June 30, 2018: Revenues: $18,218 Income before income taxes: $18,102 (including a gain on revaluation of deferred consideration of $9,898) |
Summary of Pro Forma Financial Information | The following table presents unaudited pro forma financial information of the Company as if the ETFS Acquisition had been consummated on January 1, 2018. The information was derived from the historical financial results of the Company and ETFS for all periods presented and was adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results following the acquisition. Three Months June 30, 2018 Six Months Ended June 30, 2018 Revenues: $ 78,025 $ 157,796 Net income: $ 23,274 $ 34,517 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Categorization of Assets and Liabilities Measured at Fair Value | The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and six months ended June 30, 2019 and 2018, there were no transfers between Levels 1, 2 and 3. June 30, 2019 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 1,811 $ 1,811 $ — $ — Securities owned, at fair value 9,095 9,095 — — Total $ 10,906 $ 10,906 — $ — Liabilities: Recurring fair value measurements: Deferred consideration (Note 11) $ 161,273 $ — $ — $ 161,273 Securities sold, but not yet purchased 543 543 — — Total $ 161,816 $ 543 $ — $ 161,273 December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash and cash equivalents $ 24 $ 24 $ — $ — Securities owned, at fair value 8,873 8,873 — — Total $ 8,897 $ 8,897 $ — $ — Non-recurring Thesys Group, Inc. Series Y preferred stock (1) $ 3,080 — — $ 3,080 Total $ 3,080 $ — $ — $ 3,080 Liabilities: Recurring fair value measurements: Deferred consideration (Note 11) $ 161,540 $ — $ — $ 161,540 Securities sold, but not yet purchased 1,698 1,698 — — Total $ 163,238 $ 1,698 $ — $ 161,540 (1) Fair value determined on December 31, 2018 (See Note 9). |
Summary of Reconciliation of Recurring Fair Value Measurements | 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 2019 2018 2019 2018 Deferred consideration (See Note 11) Beginning balance $ 157,147 $ 172,746 $ 161,540 $ 172,746 Net realized losses/(gains) (1) 3,110 2,715 6,208 2,715 Net unrealized losses/(gains) (2) 4,037 (9,898 ) (367 ) (9,898 ) Settlements (3,021 ) (2,715 ) (6,108 ) (2,715 ) Ending balance $ 161,273 $ 162,848 $ 161,273 $ 162,848 (1) Recorded as contractual gold payments on the Company’s Consolidated Statements of Operations. (2) Recorded as (loss)/gain on revaluation of deferred consideration – gold payments on the Company’s Consolidated Statements of Operations. |
Securities Owned_Sold but Not_2
Securities Owned/Sold but Not Yet Purchased (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Securities Owned/Sold But Not Yet Purchased | These securities consist of the following: June 30, December 31, Securities Owned Trading securities $ 9,095 $ 8,873 Securities Sold, but not yet Purchased Trading securities $ 543 $ 1,698 |
Securities Held-to-Maturity (Ta
Securities Held-to-Maturity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Schedule of Securities Held-to-Maturity | The following table is a summary of the Company’s securities held-to-maturity: June 30, December 31, Federal agency debt instruments (amortized cost) $ 20,136 $ 20,180 |
Schedule of Unrealized Gains, Losses and Fair Value of Securities Held-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: June 30, December 31, Cost/amortized cost $ 20,136 $ 20,180 Gross unrealized gains 8 5 Gross unrealized losses (505 ) (1,679 ) Fair value $ 19,639 $ 18,506 |
Schedule of Maturity Profile of Securities Held-to-Maturity | The following table sets forth the maturity profile of the securities held-to-maturity; June 30, December 31, Due within one year $ — $ — Due one year through five years — — Due five years through ten years 7,517 7,521 Due over ten years 12,619 12,659 Total $ 20,136 $ 20,180 |
Note Receivable (Tables)
Note Receivable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Outstanding Note Receivable Balance | The following table sets forth the Company’s notes receivable: June 30, December 31, AdvisorEngine Inc. – Unsecured non-convertible note $ 29,935 $ 28,722 AdvisorEngine Inc. – Unsecured convertible note 1,550 — Total $ 31,485 $ 28,722 |
Unsecured Note Receivable [Member] | |
Summary of Outstanding Note Receivable Balance | The following is a summary of the outstanding unsecured non-convertible note receivable balance: June 30, December 31, Note receivable (face value) $ 30,000 $ 30,000 Less: OID, unamortized (2,167 ) (2,582 ) Plus: PIK interest 2,102 1,304 Total note receivable, net $ 29,935 $ 28,722 |
Convertible note Receivable [Member] | |
Summary of Outstanding Note Receivable Balance | The following is a summary of the outstanding unsecured convertible note receivable balance: June 30, Note receivable (face value) $ 1,540 Plus: PIK interest 10 Total note receivable, net $ 1,550 |
Investments, Carried at Cost (T
Investments, Carried at Cost (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Investment [Line Items] | |
Investments, Carried at Cost | The following table sets forth the Company’s investments, carried at cost: June 30, December 31, AdvisorEngine – Preferred stock $ 25,000 $ 25,000 Thesys Group, Inc. (“Thesys”) 3,080 3,080 Total $ 28,080 $ 28,080 |
Advisor Engine [Member] | |
Investment [Line Items] | |
Summary of Ranges and Weighted Averages of Significant Unobservable Inputs Used to Determine Enterprise Value | Range (Weighted Average) Market Approach Revenue multiple 4.7x - (5.0x) Income Approach Weighted average cost of capital (“WACC”) 26.0 % |
Thesys Group, Inc [Member] | |
Investment [Line Items] | |
Summary of Ranges and Weighted Averages of Significant Unobservable Inputs Used to Determine Enterprise Value | The table below presents the ranges and weighted averages of significant unobservable inputs used in this assessment: Range (Weighted Average) Income Approach (1) Weighted average cost of capital (“WACC”) 3.8% - ) (1) The inputs selected varied, based upon the Thesys business line being valued. An increase in the WACC would result in a lower enterprise value. |
Fixed Assets, net (Tables)
Fixed Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | The following table summarizes fixed assets: June 30, December 31, Equipment $ 2,259 $ 2,244 Furniture and fixtures 2,218 2,218 Leasehold improvements 10,964 10,964 Less: accumulated depreciation and amortization (6,837 ) (6,304 ) Total $ 8,604 $ 9,122 |
Deferred Consideration (Tables)
Deferred Consideration (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Text Block [Abstract] | |
Schedule Of Deferred Consideration | During the three and six months ended June 30, 2019 and 2018, the Company recognized the following in respect of deferred consideration: Three Months Ended Six Months Ended 2019 2018 2019 2018 Contractual Gold Payments $ 3,110 $ 2,715 $ 6,208 $ 2,715 Contractual Gold Payments – gold ounces paid 2,375 2,085 (1) 4,750 2,085 (1) (Loss)/gain on revaluation of deferred consideration – gold payments (2) $ (4,037 ) $ 9,898 $ 367 $ 9,898 (1) Represents payments during the period April 11, 2018 through June 30, 2018. (2) Gains/(losses) arise due to (decreases)/increases in the forward-looking price of gold and the magnitude of any gain or loss is highly correlated to the magnitude of the change in the forward-looking price of gold. See Note 5 for a reconciliation of changes in the deferred consideration balances. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Borrowings under Credit Facility | The following table provides a summary of the Company’s outstanding borrowings under the Credit Facility: June 30, 2019 December 31, 2018 Term Loan Revolver (1) Term Loan Revolver (1) Amount borrowed $ 200,000 $ — $ 200,000 $ — Unamortized issuance costs (4,238 ) 935 (5,408 ) 1,195 Carrying amount $ 195,762 $ 935 $ 194,592 $ 1,195 Effective interest rate (2) 5.46 % n/a 5.09 % n/a (1) The available capacity under the Revolver is subject to compliance with the Total Leverage Ratio. (2) Includes amortization of issuance costs. |
Summary of Financial Covenant and Leverage Ratio | The credit agreement includes a financial covenant that requires the Company to maintain a Total Leverage Ratio (as defined below), calculated as of the last day of each fiscal quarter, equal to or less than the ratio set forth opposite such fiscal quarter: Fiscal Quarter Ending Total Leverage Ratio June 30, 2019 2.50:1.00 September 30, 2019 2.50:1.00 December 31, 2019 2.50:1.00 March 31, 2020 2.25:1.00 June 30, 2020 2.25:1.00 September 30, 2020 and each subsequent fiscal quarter ending on or before the maturity date 2.00:1.00 |
Preferred Shares (Tables)
Preferred Shares (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Summary of Preferred Share Balance | The following is a summary of the Preferred Share balance: June 30, 2019 December 31, Issuance of Preferred Shares $ 132,750 $ 132,750 Less: Issuance costs (181 ) (181 ) Preferred Shares – carrying value $ 132,569 $ 132,569 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Lessee Disclosure [Abstract] | |
Schedule for Summary of Additional Information Related to Operating Lease | The following table provides additional information regarding the Company’s leases: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Lease cost: Operating lease cost $ 795 $ 857 $ 1,590 $ 1,600 Short-term lease cost 383 432 772 716 Total lease cost $ 1,178 $ 1,289 $ 2,362 $ 2,316 Other information: Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 875 n/a $ 1,760 n/a Right-of-use n/a n/a n/a n/a Weighted-average remaining lease term (in years) – operating leases 9.8 n/a 9.8 n/a Weighted-average discount rate – operating leases 6.3 % n/a 6.3 % n/a |
Schedule of Future Minimum Lease Payments | The following table discloses future minimum lease payments at June 30, 2019 with respect to the Company’s operating lease liabilities: Remainder of 2019 $ 1,832 2020 3,676 2021 2,958 2022 2,958 2023 2,958 2024 and thereafter 17,641 Total future minimum lease payments (undiscounted) $ 32,023 The following table discloses the future minimum lease payments at June 30, 2018 (prior period), which is required as the Company elected to apply the new lease requirements at the effective date, rather than the beginning of the earliest comparative period presented: Remainder of 2018 $ 1,948 2019 3,764 2020 3,516 2021 3,146 2022 2,958 2023 and thereafter 20,599 Total future minimum lease payments (undiscounted) $ 35,931 |
Schedule for Supplemental Balance Sheet Information Related to Operating Lease | The following table reconciles the future minimum lease payments (disclosed above) at June 30, 2019 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheet: Amounts recognized in the Company’s Consolidated Balance Sheet Lease liability – short term $ 3,632 Lease liability – long term 20,190 Subtotal 23,822 Difference between undiscounted and discounted cash flows 8,201 Total future minimum lease payments (undiscounted) $ 32,023 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Information about Variable Interests | The following table presents information about the Company’s variable interests in AdvisorEngine (a non-consolidated June 30, 2019 December 31, 2018 Carrying Amount—Assets Preferred stock $ 25,000 $ 25,000 Unsecured non-convertible note receivable 29,935 28,722 Unsecured convertible note receivable 1,550 — Total carrying amount—Assets $ 56,485 $ 53,722 Maximum exposure to loss $ 56,485 $ 53,722 |
Revenues from Contracts with _2
Revenues from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenues from Contracts with Customers | The following table presents the Company’s total revenues from contracts with customers: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues from contracts with customers: Advisory fees $ 65,627 $ 73,778 $ 130,467 $ 132,234 Other 666 997 1,311 1,445 Total operating revenues $ 66,293 $ 74,775 $ 131,778 $ 133,679 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Accounts Receivable from Related Parties | The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable on the Company’s Consolidated Balance Sheets: June 30, 2019 December 31, 2018 Receivable from WTT $ 13,920 $ 14,678 Receivable from ETFS Issuers 8,573 8,779 Receivable from BI and WTI 853 951 Receivable from WTAMC 196 167 Receivable from WTCS 80 95 Total $ 23,622 $ 24,670 |
Summary of Revenues from Advisory Services Provided to Related Parties | The following table summarizes revenues from advisory services provided to related parties: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Advisory services provided to WTT $ 42,817 $ 52,591 $ 85,040 $ 107,792 Advisory services provided to ETFS Issuers 19,367 17,720 38,640 17,720 Advisory services provided to BI and WTI 2,583 2,724 5,087 5,351 Advisory services provided to WTAMC 607 403 1,153 715 Advisory services provided to WTCS 253 340 547 656 Total $ 65,627 $ 73,778 $ 130,467 $ 132,234 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Unrecognized Stock-Based Compensation Expense and Average Remaining Vesting Period | A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows: June 30, 2019 Unrecognized Stock- Based Compensation Average Remaining Vesting Period (Years) Employees and directors $ 21,078 2.16 |
Summary of Stock Options, Restricted Stock, Restricted Stock Unit and Performance Stock Unit Activity | A summary of stock-based compensation award activity during the three months ended June 30, 2019 is as follows: Stock Options RSAs RSUs PRSUs Balance at April 1, 2019 550,537 3,270,065 40,436 270,872 (1) Granted — 97,649 — — Exercised/vested — (105,319 ) — — Forfeitures — (31,142 ) — — Balance at June 30, 2019 550,537 3,231,253 40,436 270,872 (1) (1) Represents the target number of PRSUs granted and outstanding. The number of PRSUs that ultimately vest ranges from 0% to 200% of this amount. A Monte Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group: (i) beginning 90-day |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic and Diluted Earnings Per Share | The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, Basic Earnings per Share 2019 2018 2019 2018 Net income $ 2,479 $ 16,724 $ 11,303 $ 26,148 Less: Income distributed to participating securities (539 ) (513 ) (1,083 ) (584 ) Less: Undistributed income allocable to participating securities — (1,101 ) (117 ) (999 ) Net income available to common stockholders $ 1,940 $ 15,110 $ 10,103 $ 24,565 Weighted average common shares (in thousands) 151,818 149,056 151,722 142,230 Basic earnings per share $ 0.01 $ 0.10 $ 0.07 $ 0.17 Three Months Ended June 30, Six Months Ended June 30, Diluted Earnings per Share 2019 2018 2019 2018 Net income $ 2,479 $ 16,724 $ 11,303 $ 26,148 Weighted Average Diluted Shares (in thousands) Weighted average common shares 151,818 149,056 151,722 142,230 Dilutive effect of common stock equivalents 15,431 14,290 15,133 7,749 Weighted average diluted shares 167,249 163,346 166,855 149,979 Diluted earnings per share $ 0.01 $ 0.10 $ 0.07 $ 0.17 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Deferred Tax Asset Recorded | A summary of the components of the Company’s deferred tax assets at June 30, 2019 and December 31, 2018 are as follows: June 30, 2019 December 31, 2018 Deferred tax assets: NOLs – International $ 8,992 $ 6,605 Accrued expenses 1,837 2,699 Goodwill and intangible assets 1,746 1,841 Stock-based compensation 1,189 2,673 Net lease liability 1,160 1,184 Capital losses 794 794 NOLs – U.S. 635 762 Other 272 40 Deferred tax assets 16,625 16,598 Deferred tax liabilities: Fixed assets and prepaid assets 1,480 1,433 Unrealized gains 760 724 Deferred tax liabilities 2,240 2,157 Total deferred tax assets less deferred tax liabilities 14,385 14,441 Less: valuation allowance (9,786 ) (7,399 ) Deferred tax assets, net $ 4,599 $ 7,042 |
Schedule of Changes in Balance of Gross Unrecognized Tax Benefits | The table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits during the three and six months ended June 30, 2019: Total Unrecognized Interest and Balance on January 1, 2019 $ 34,876 $ 28,101 $ 6,775 Decrease—Lapse of statute of limitations (4,309 ) (2,999 ) (1,310 ) Increases 101 — 101 Foreign currency translation (1) 925 745 180 Balance at March 31, 2019 $ 31,593 $ 25,847 $ 5,746 Increases 101 — 101 Foreign currency translation (1) (817 ) (668 ) (149 ) Balance at June 30, 2019 $ 30,877 $ 25,179 $ 5,698 (1) The gross unrecognized tax benefits were accrued in British pounds sterling. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Allocated Business Reporting Unit | The table below sets forth goodwill by reporting unit. Goodwill allocated to the U.S. Business reporting unit is tested annually for impairment on April 30 th th Reporting Unit European Business (1) U.S. Business Total Balance at January 1, 2019 $ 84,057 $ 1,799 $ 85,856 Changes — — — Balance at June 30, 2019 $ 84,057 $ 1,799 $ 85,856 (1) The European Business is included in the Company’s International Business reportable segment. |
Summary of Indefinite-lived Intangible Assets | Intangible Assets (Indefinite-Lived) Advisory (ETFS) Advisory AUM) Total Balance at January 1, 2019 $ 601,247 $ 1,962 $ 603,209 Foreign currency translation — 82 82 Balance at June 30, 2019 $ 601,247 $ 2,044 $ 603,291 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segment Information | Information concerning these reportable segments are as follows: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 U.S. Business Segment Operating revenues Advisory fees $ 43,070 $ 52,931 $ 85,587 $ 108,449 Other income 76 162 182 309 Total operating revenues $ 43,146 $ 53,093 $ 85,769 $ 108,758 Total operating expenses $ (36,407 ) $ (42,638 ) $ (73,583 ) $ (81,668 ) Other income/(expenses) Interest expense $ (194 ) $ (173 ) $ (386 ) $ (173 ) Interest income 818 612 1,597 1,574 Impairment — — (572 ) — Other gains and losses, net (54 ) (66 ) 91 (292 ) Total other income $ 570 $ 373 $ 730 $ 1,109 Total income before income taxes (U.S. Business Segment) $ 7,309 $ 10,828 $ 12,916 $ 28,199 International Business Segment (1) Operating revenues Advisory fees $ 22,557 $ 20,847 $ 44,880 $ 23,785 Other income 590 835 1,129 1,136 Total operating revenues $ 23,147 $ 21,682 $ 46,009 $ 24,921 Total operating expenses $ (17,975 ) $ (17,606 ) $ (35,601 ) $ (24,259 ) Other income/(expenses) Interest expense $ (2,716 ) $ (2,183 ) $ (5,416 ) $ (2,183 ) (Loss)/gain on revaluation of deferred consideration (4,037 ) 9,898 367 9,898 Other gains and losses, net 338 (435 ) (4,434 ) (470 ) Total other income/(expenses) $ (6,415 ) $ 7,280 $ (9,483 ) $ 7,245 Total (loss)/income before income taxes (International Business Segment) $ (1,243 ) $ 11,356 $ 925 $ 7,907 Income/(loss) before income taxes U.S. Business segment $ 7,309 $ 10,828 $ 12,916 $ 28,199 International Business segment (1,243 ) 11,356 925 7,907 Total income before income taxes $ 6,066 $ 22,184 $ 13,841 $ 36,106 Assets are not reported by segment as such information is not utilized by the chief operating decision maker. (1) The financial results of ETFS are included in the International Business reportable segment as of April 11, 2018. |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Operating income | $ 11,911 | $ 14,531 | $ 22,594 | $ 27,752 |
WisdomTree Japan [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Operating income | $ 35 | $ 1,125 | 465 | $ 2,357 |
Impairment - Japan office lease | $ 572 | |||
Acquisition of ETFS Business [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Business Acquisition, Effective Date of Acquisition | Apr. 11, 2018 |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Estimated Useful Lives of Related Assets (Detail) | 6 Months Ended |
Jun. 30, 2019 | |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 15 years |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents maturity period, maximum | 90 days |
Short-term lease exception - Lease term | 12 months |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) | Apr. 11, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Gain on revaluation of deferred consideration | $ (4,037,000) | $ 9,898,000 | $ 367,000 | $ 9,898,000 | |
Acquisition related costs | $ 33,000 | 7,928,000 | $ 346,000 | 9,990,000 | |
Acquisition of ETFS Business [Member] | |||||
Gain on revaluation of deferred consideration | $ 8,326,000 | $ 5,771,000 | |||
Business acquisition, cash paid | $ 253,000,000 | ||||
Business acquisition, number of shares to be issued | 30,000,000 | ||||
Business acquisition, number of common shares that the preferred stock is convertible into | 14,750,000 | ||||
Acquisition of ETFS Business [Member] | Term Loan Facility [Member] | |||||
Borrowing under term loan facility | $ 200,000,000 | ||||
Acquisition of ETFS Business [Member] | Revolving Credit Facility [Member] | |||||
Revolving credit facility maximum borrowing capacity | $ 50,000,000 | ||||
Acquisition of ETFS Business [Member] | Common Stock [Member] | |||||
Business acquisition, number of shares to be issued | 15,250,000 | ||||
Series A Non-Voting Convertible Preferred Stock [Member] | Acquisition of ETFS Business [Member] | |||||
Business acquisition, number of shares to be issued | 14,750 | 14,750 |
Business Combination - Summary
Business Combination - Summary of Allocation of Purchase Price (Detail) $ / shares in Units, $ in Thousands | Apr. 11, 2018USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
WisdomTree stock price | $ / shares | $ 9 | ||
Goodwill | $ 85,856 | $ 85,856 | |
Acquisition of ETFS Business [Member] | |||
Business Acquisition [Line Items] | |||
Total shares issued | shares | 30,000,000 | ||
WisdomTree stock price | $ / shares | $ 9 | ||
Equity portion of purchase price | $ 270,000 | ||
Term Loan (See Note 12) | 200,000 | ||
Cash on hand | 53,000 | ||
Purchase price | 523,000 | ||
Deferred consideration (See Note 11) | 172,746 | $ 172,746 | |
Total | $ 695,746 | ||
Preferred Stock [Member] | Acquisition of ETFS Business [Member] | |||
Business Acquisition [Line Items] | |||
Total shares issued | shares | 14,750 | ||
Conversion ratio | 1,000 | ||
Common Stock [Member] | Acquisition of ETFS Business [Member] | |||
Business Acquisition [Line Items] | |||
Common stock equivalents | shares | 14,750,000 | ||
Total shares issued | shares | 15,250,000 | ||
Allocation of consideration [Member] | Acquisition of ETFS Business [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 13,687 | ||
Receivables and other current assets | 14,069 | ||
Intangible assets(2) | 601,247 | ||
Other current liabilities | (17,314) | ||
Fair value of net assets acquired | 611,689 | ||
Goodwill | $ 84,057 |
Business Combination - Summar_2
Business Combination - Summary of Fair Value of Intangible Assets (Parenthetical) (Detail) - Acquisition of ETFS Business [Member] | Apr. 11, 2018 |
Business Acquisition [Line Items] | |
Weighted average cost of capital percentage | 11.60% |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Revenue growth multiple | 3.00% |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Revenue growth multiple | 4.00% |
Business Combination - Summar_3
Business Combination - Summary of Operating Results of ETFS since the Acquisition Date (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Combinations [Abstract] | ||||
Revenues | $ 18,218 | |||
Income before taxes | 18,102 | |||
Gain on revaluation of deferred consideration | $ (4,037) | $ 9,898 | $ 367 | $ 9,898 |
Business Combination - Summar_4
Business Combination - Summary of Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Business Combinations [Abstract] | ||
Revenues | $ 78,025 | $ 157,796 |
Net income | $ 23,274 | $ 34,517 |
Cash and Cash Equivalents - Add
Cash and Cash Equivalents - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Cash equivalents held at financial institution | $ 1,811 | $ 24 |
Cash and cash equivalents held at two financial institutions | 71,564 | 60,779 |
International Business Segment [Member] | ||
Liquid assets | $ 12,255 | $ 11,005 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liquid investments, original maturities | 90 days | |
Perpetual growth rate for deferred consideration | 1.50% | 1.50% |
Discounted rate for deferred consideration | 10.00% | |
Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gold forward-looking price range | $ 1,417 | $ 1,294 |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gold forward-looking price range | $ 2,201 | $ 2,621 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Categorization of Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Liabilities: | ||
Deferred consideration (Note 11) | $ 161,273 | $ 161,540 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Cash equivalents | 1,811 | 24 |
Securities owned, at fair value | 9,095 | 8,873 |
Total | 10,906 | 8,897 |
Liabilities: | ||
Deferred consideration (Note 11) | 161,273 | 161,540 |
Securities sold, but not yet purchased | 543 | 1,698 |
Total | 161,816 | 163,238 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Assets: | ||
Thesys Group, Inc. – Series Y preferred stock(1) | 3,080 | |
Total | 3,080 | |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Cash equivalents | 1,811 | 24 |
Securities owned, at fair value | 9,095 | 8,873 |
Total | 10,906 | 8,897 |
Liabilities: | ||
Securities sold, but not yet purchased | 543 | 1,698 |
Total | 543 | 1,698 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Liabilities: | ||
Deferred consideration (Note 11) | 161,273 | 161,540 |
Total | $ 161,273 | 161,540 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Assets: | ||
Thesys Group, Inc. – Series Y preferred stock(1) | 3,080 | |
Total | $ 3,080 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Recurring Fair Value Measurements (Detail) - Deferred Consideration Obligation [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 157,147 | $ 172,746 | $ 161,540 | $ 172,746 |
Net realized losses/(gains) | 3,110 | 2,715 | 6,208 | 2,715 |
Net unrealized losses/(gains) | 4,037 | (9,898) | (367) | (9,898) |
Settlements | (3,021) | (2,715) | (6,108) | (2,715) |
Ending balance | $ 161,273 | $ 162,848 | $ 161,273 | $ 162,848 |
Securities Owned_Sold but Not_3
Securities Owned/Sold but Not Yet Purchased - Schedule of Securities Owned/Sold But Not Yet Purchased (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities Owned Total | $ 9,095 | $ 8,873 |
Securities Sold, but not yet Purchased Total | 543 | 1,698 |
Trading Securities [Member] | ||
Security Owned and Sold, Not yet Purchased, at Fair Value [Line Items] | ||
Securities Owned Total | 9,095 | 8,873 |
Securities Sold, but not yet Purchased Total | $ 543 | $ 1,698 |
Securities Owned_Sold but Not_4
Securities Owned/Sold but Not Yet Purchased - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | ||
Proceeds from sale and maturity of available-for-sale securities | $ 4,000 | $ 64,498 |
Recognized gross realized losses | $ 23 | $ 739 |
Securities Held-to-Maturity - S
Securities Held-to-Maturity - Schedule of Securities Held-to-Maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Federal agency debt instruments (amortized cost) | $ 20,136 | $ 20,180 |
Federal Agency [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Federal agency debt instruments (amortized cost) | $ 20,136 | $ 20,180 |
Securities Held-to-Maturity -_2
Securities Held-to-Maturity - Schedule of Unrealized Gains, Losses and Fair Value of Securities Held-to-Maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Held-to-maturity cost or amortized cost | $ 20,136 | $ 20,180 |
Held-to-maturity gross unrealized gains | 8 | 5 |
Held-to-maturity gross unrealized losses | (505) | (1,679) |
Held-to-maturity fair value | $ 19,639 | $ 18,506 |
Securities Held-to-Maturity - A
Securities Held-to-Maturity - Additional Information (Detail) - Securities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | ||
Number of securities determined to be other than temporarily impaired | 0 | 0 |
Securities Held-to-Maturity -_3
Securities Held-to-Maturity - Schedule of Maturity Profile of Securities Held-to-Maturity (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Held-to-maturity due five years through ten years | $ 7,517 | $ 7,521 |
Held-to-maturity due over ten years | 12,619 | 12,659 |
Held-to-maturity cost or amortized cost | $ 20,136 | $ 20,180 |
Note Receivables - Additional I
Note Receivables - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 11, 2019 | Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Interest rate | 5.00% | 5.00% | |||||
Percentage of interest rate increase at the event of default | 10.00% | ||||||
Unsecured non-convertible note maturity date | Dec. 29, 2021 | ||||||
Interest income recognized | $ 628 | $ 421 | $ 1,223 | $ 840 | |||
Funding of AdvisorEngine Notes Receivable | $ 1,540 | $ 5,000 | |||||
Unsecured Non-Convertible Note bears interest rate | 5.00% | 5.00% | |||||
Fair Value, Inputs, Level 2 [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Fair value of unsecured non-convertible note receivable | $ 29,703 | $ 29,703 | $ 27,618 | ||||
Unsecured Convertible Note [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Interest rate | 3.00% | ||||||
Funding of AdvisorEngine Notes Receivable | $ 1,540 | ||||||
Unsecured Non-Convertible Note bears interest rate | 3.00% | ||||||
Qualified Financing [Member] | Unsecured Convertible Note [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Debt instrument, convertible, terms of conversion feature | at a price per share equal to 80% of the price per share sold in such transaction. | ||||||
Non Qualified Non Corporate [Member] | Unsecured Convertible Note [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Debt instrument, convertible, terms of conversion feature | convertible note is repaid at a rate of 1.25 times the outstanding principal amount, plus accrued and unpaid interest | ||||||
Corporate Transaction [Member] | Unsecured Convertible Note [Member] | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Debt instrument, convertible, terms of conversion feature | convertible note would be repaid in cash from the proceeds of such transaction in the amount of 1.5 times the outstanding principal amount, plus any accrued and unpaid interest |
Note Receivables - Summary of C
Note Receivables - Summary of Company's notes receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Total | $ 31,485 | $ 28,722 |
Unsecured non-convertible note [Member] | ||
Total | 29,935 | $ 28,722 |
Unsecured convertible note [Member] | ||
Total | $ 1,550 |
Note Receivables - Summary of O
Note Receivables - Summary of Outstanding Note Receivable Balance (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Notes Receivable | ||
Total notes receivable, net | $ 31,485 | $ 28,722 |
Notes Receivable [Member] | ||
Notes Receivable | ||
Note receivable (face value) | 30,000 | 30,000 |
Less: Original issue discount ("OID"), unamortized | (2,167) | (2,582) |
Plus: PIK interest | 2,102 | 1,304 |
Total notes receivable, net | $ 29,935 | $ 28,722 |
Note Receivables - Summary of_2
Note Receivables - Summary of outstanding unsecured note receivable balance (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Total note receivable, net | $ 31,485 | $ 28,722 |
Unsecured convertible note receivable [Member] | ||
Note receivable (face value) | 1,540 | |
Plus: PIK interest | 10 | |
Total note receivable, net | $ 1,550 |
Investments, Carried at Cost -
Investments, Carried at Cost - Details of Investments Carried at Cost (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investment [Line Items] | ||
Investments, carried at cost | $ 28,080 | $ 28,080 |
AdvisorEngine [Member] | Convertible Preferred Stock [Member] | ||
Investment [Line Items] | ||
Investments, carried at cost | 25,000 | 25,000 |
Thesys Group, Inc [Member] | ||
Investment [Line Items] | ||
Investments, carried at cost | $ 3,080 | $ 3,080 |
Investment, Carried at Cost - A
Investment, Carried at Cost - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 20, 2017 | Jun. 30, 2019 | Dec. 31, 2018 | |
Investment [Line Items] | |||
Carrying value of investmet | $ 28,080 | $ 28,080 | |
AdvisorEngine [Member] | |||
Investment [Line Items] | |||
Ownership interest percentage | 46.00% | ||
Original fully diluted ownership interest percentage | 41.00% | ||
AdvisorEngine [Member] | Convertible Preferred Stock [Member] | |||
Investment [Line Items] | |||
Carrying value of investmet | $ 25,000 | 25,000 | |
AdvisorEngine [Member] | Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||
Investment [Line Items] | |||
Number of shares purchased | 11,811,856 | ||
Non-cumulative dividend | 6.00% | ||
AdvisorEngine [Member] | Convertible Preferred Stock [Member] | Series A- One Convertible Preferred Stock [Member] | |||
Investment [Line Items] | |||
Number of shares purchased | 2,646,062 | ||
Thesys Group, Inc [Member] | |||
Investment [Line Items] | |||
Carrying value of investmet | $ 3,080 | $ 3,080 | |
Thesys Group, Inc [Member] | Convertible Preferred Stock [Member] | Series Y Preferred Stock [Member] | |||
Investment [Line Items] | |||
Number of shares issued | 7,797,533 | ||
Current fully diluted ownership percentage | 19.00% | ||
Liquidation preference | $ 0.231 | ||
Thesys Group, Inc [Member] | Warrant [Member] | Series Y Preferred Stock [Member] | |||
Investment [Line Items] | |||
Warrants to purchase shares | 3,898,766 | ||
Exercisable percentage of warrant if claim brought against Company | 100.00% |
Investment - Summary of Ranges
Investment - Summary of Ranges and Weighted Averages of Significant Unobservable Inputs Used to Determine Enterprise Value (Detail) - Thesys Group, Inc [Member] - Preferred Stock [Member] - Level 3 [Member] - Income Approach Valuation Technique [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Minimum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Weighted average cost of capital ("WACC") | 3.80% |
Maximum [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Weighted average cost of capital ("WACC") | 15.50% |
Weighted Average [Member] | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |
Weighted average cost of capital ("WACC") | 14.10% |
Investment - Summary of Range_2
Investment - Summary of Ranges and Weighted Averages of Significant Unobservable Inputs Used to Quantitative Assessments (Detail) - Advisor Engine [Member] - Preferred Stock [Member] - Level 3 [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Minimum [Member] | Market Approach Valuation Technique [Member] | |
Fair Value Inputs Assets Quantitative Informations [Line Items] | |
Revenue multiple | 4.7 |
Maximum [Member] | Market Approach Valuation Technique [Member] | |
Fair Value Inputs Assets Quantitative Informations [Line Items] | |
Revenue multiple | 5.4 |
Weighted Average [Member] | Market Approach Valuation Technique [Member] | |
Fair Value Inputs Assets Quantitative Informations [Line Items] | |
Revenue multiple | 5 |
Weighted Average [Member] | Income Approach Valuation Technique [Member] | |
Fair Value Inputs Assets Quantitative Informations [Line Items] | |
Weighted average cost of capital ("WACC") | 26.00% |
Fixed Assets, net - Schedule of
Fixed Assets, net - Schedule of Fixed Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation and amortization | $ (6,837) | $ (6,304) |
Total | 8,604 | 9,122 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 2,259 | 2,244 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 2,218 | 2,218 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 10,964 | $ 10,964 |
Deferred Consideration - Additi
Deferred Consideration - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)oz | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | ||
Upfront consideration paid | $ 0 | |
Deferred consideration | 161,273,000 | $ 161,540,000 |
Deferred consideration, current | 12,857,000 | 11,765,000 |
Deferred consideration, non-current | $ 148,416,000 | $ 149,775,000 |
Discount rate used to value the deferred consideration | 10.00% | 10.00% |
Perpetual Growth Rate | 1.50% | 1.50% |
April 1, 2018 through March 31, 2058 [Member] | ||
Business Acquisition [Line Items] | ||
Fixed payment ounces of gold | oz | 9,500 | |
April 1, 2058 and Thereafter [Member] | ||
Business Acquisition [Line Items] | ||
Fixed payment ounces of gold | oz | 6,333 |
Deferred Consideration (Detail)
Deferred Consideration (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Contractual Gold Payments | $ 3,110 | $ 2,715 | $ 6,208 | $ 2,715 | ||
Contractual Gold Payments – gold ounces paid | 2,375 | 2,085 | [1] | 4,750 | 2,085 | [1] |
(Loss)/gain on revaluation of deferred consideration – gold payments | $ (4,037) | $ 9,898 | $ 367 | $ 9,898 | ||
[1] | Represents payments during the period April 11, 2018 through June 30, 2018. |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Apr. 11, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Proceeds from term loan | $ 200,000,000 | |||||
Interest expense | $ 2,910,000 | $ 2,356,000 | $ 5,802,000 | $ 2,356,000 | ||
Fair Value, Inputs, Level 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, fair value | 197,500,000 | 197,500,000 | $ 196,126,000 | |||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized issuance costs | $ 935,000 | $ 935,000 | $ 1,195,000 | |||
Acquisition of ETFS Business [Member] | Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loan | $ 200,000,000 | |||||
Debt instrument, interest rate | Interest on the Term Loan accrues at an annual rate equal to LIBOR, plus up to 2.00% (commencing at LIBOR, plus 1.75%) | |||||
Debt instrument, variable rate basis | LIBOR | |||||
Acquisition of ETFS Business [Member] | Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 1.75% | |||||
Acquisition of ETFS Business [Member] | Term Loan Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 2.00% | |||||
Acquisition of ETFS Business [Member] | Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | Revolver accrues at an annual rate equal to LIBOR, plus up to 1.50% (commencing at LIBOR, plus 1.25%) | |||||
Revolving credit facility maximum borrowing capacity | $ 50,000,000 | |||||
Debt instrument, facility fee rate | 0.50% | |||||
Acquisition of ETFS Business [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 1.25% | |||||
Acquisition of ETFS Business [Member] | Revolving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | 1.50% |
Long-Term Debt - Summary of Out
Long-Term Debt - Summary of Outstanding Borrowings under Credit Facility (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Amount borrowed | $ 200,000 | $ 200,000 |
Unamortized issuance costs | (4,238) | (5,408) |
Carrying amount | $ 195,762 | $ 194,592 |
Effective interest rate | 5.46% | 5.09% |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unamortized issuance costs | $ 935 | $ 1,195 |
Carrying amount | $ 935 | $ 1,195 |
Long-Term Debt - Summary of Fin
Long-Term Debt - Summary of Financial Covenant and Leverage Ratio (Detail) | Apr. 11, 2018 |
June 30, 2019 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2.50 |
September 30, 2019 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2.50 |
December 31, 2019 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2.50 |
March 31, 2020 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2.25 |
June 30, 2020 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2.25 |
September 30, 2020 [Member] | |
Credit Facility [Line Items] | |
Total Leverage Ratio | 2 |
Preferred Shares - Additional I
Preferred Shares - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 11, 2018 | Jun. 30, 2019 |
Class of Stock [Line Items] | ||
Fair value of preferred stock consideration | $ 132,750 | |
Acquisition price per share | $ 9 | |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Other redemption rights unrelated to stockholder approval | Temporary equity classification is required for redeemable instruments for which redemption triggers are outside of the issuer’s control. ETFS Capital has the right to redeem all the Preferred Shares specified to be converted during the period of time specified in the Certificate of Designations in the event that: (a) the number of shares of the Company’s common stock authorized by its certificate of incorporation is insufficient to permit the Company to convert all of the Preferred Shares requested by ETFS Capital to be converted; or (b) ETFS Capital does not, upon completion of a change of control of the Company, receive the same amount per Preferred Share as it would have received had each outstanding Preferred Share been converted into common stock immediately prior to the change of control. However, the Company will not be obligated to make any such redemption payments to the extent such payments would be a breach of any covenant or obligation the Company owes to any of its secured creditors or is otherwise prohibited by applicable law. | |
Acquisition of ETFS Business [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in business acquisition | 30,000,000 | |
Acquisition price per share | $ 9 | |
Acquisition of ETFS Business [Member] | Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in business acquisition | 14,750 | |
Acquisition of ETFS Business [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in business acquisition | 15,250,000 | |
Common stock equivalents | 14,750,000 |
Preferred Shares - Summary of P
Preferred Shares - Summary of Preferred Share Balance (Detail) - Series A Preferred Stock [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Preferred Units [Line Items] | ||
Issuance of Preferred Shares | $ 132,750 | $ 132,750 |
Less: Issuance costs | (181) | (181) |
Preferred Shares – carrying value | $ 132,569 | $ 132,569 |
Leases - Summary of additional
Leases - Summary of additional information regarding Company's Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Lease cost: | ||||
Operating lease cost | $ 795 | $ 857 | $ 1,590 | $ 1,600 |
Short-term lease cost | 383 | 432 | 772 | 716 |
Total lease cost | 1,178 | $ 1,289 | 2,362 | $ 2,316 |
Other information: | ||||
Cash paid for amounts included in the measurement of operating liabilities (operating leases) | $ 875 | $ 1,760 | ||
Weighted-average remaining lease term (in years) – operating leases | 9 years 9 months 18 days | 9 years 9 months 18 days | ||
Weighted-average discount rate – operating leases | 6.30% | 6.30% |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 21, 2024 | Jun. 30, 2019 | Jan. 01, 2019 |
Right of use asset | $ 18,997 | $ 19,827 | |
Lease liability | $ 23,822 | $ 24,817 | |
Operating lease notice to landlord before cancellation | 12 months | ||
Scenario, Forecast [Member] | |||
Operating lease cancellation cost | $ 4,236 | ||
Japan Office [Member] | |||
Operating lease, impairment loss | $ 572 | ||
US Office [Member] | |||
Operating lease, standby letter of credit | $ 1,384 |
Leases - Summary of future mini
Leases - Summary of future minimum lease payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Jun. 30, 2018 |
Lessee Disclosure [Abstract] | ||
Remainder | $ 1,832 | $ 1,948 |
2019 | 3,764 | |
2020 | 3,676 | 3,516 |
2021 | 2,958 | 3,146 |
2022 | 2,958 | 2,958 |
2023 | 2,958 | 20,599 |
2024 | 17,641 | |
Total future minimum lease payments (undiscounted) | $ 32,023 | $ 35,931 |
Leases - Summary of Reconciles
Leases - Summary of Reconciles future minimum lease payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Jun. 30, 2018 |
Amounts recognized in the Company's Consolidated Balance Sheet | |||
Lease liability – short term | $ 3,632 | ||
Lease liability – long term | 20,190 | ||
Subtotal | 23,822 | $ 24,817 | |
Difference between undiscounted and discounted cash flows | 8,201 | ||
Total future minimum lease payments (undiscounted) | $ 32,023 | $ 35,931 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Information about Variable Interests (Detail) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Carrying Amount—Assets | ||
Preferred stock | $ 25,000,000 | $ 25,000,000 |
Unsecured non-convertible note receivable | 29,935,000 | 28,722,000 |
Unsecured convertible note receivable | 1,550,000 | |
Total carrying amount—Assets | 56,485,000 | 53,722,000 |
Maximum exposure to loss | $ 56,485,000 | $ 53,722,000 |
Revenues from Contracts with _3
Revenues from Contracts with Customers - Summary of Revenues from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues Categorized as Revenues from Contracts with Customers and Other Sources of Revenues [Line Items] | ||||
Total operating revenues | $ 66,293 | $ 74,775 | $ 131,778 | $ 133,679 |
Advisory Fees [Member] | ||||
Revenues Categorized as Revenues from Contracts with Customers and Other Sources of Revenues [Line Items] | ||||
Total operating revenues | 65,627 | 73,778 | 130,467 | 132,234 |
Other Income [Member] | ||||
Revenues Categorized as Revenues from Contracts with Customers and Other Sources of Revenues [Line Items] | ||||
Total operating revenues | $ 666 | $ 997 | $ 1,311 | $ 1,445 |
Related Party Transactions - Su
Related Party Transactions - Summary of Accounts Receivable from Related Parties (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | $ 23,622 | $ 24,670 |
WisdomTree Trust [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 13,920 | 14,678 |
ETFS Issuers [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 8,573 | 8,779 |
Boost Issuer PLC And WisdomTree Issuer plc [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 853 | 951 |
WisdomTree Asset Management Canada, Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | 196 | 167 |
WisdomTree Commodity Services LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts receivable from related parties | $ 80 | $ 95 |
Related Party Transactions - _2
Related Party Transactions - Summary of Revenues from Advisory Services Provided to Related Parties (Detail) - Advisory Services [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | $ 65,627 | $ 73,778 | $ 130,467 | $ 132,234 |
WisdomTree Trust [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 42,817 | 52,591 | 85,040 | 107,792 |
ETFS Issuers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 19,367 | 17,720 | 38,640 | 17,720 |
Boost Issuer PLC And WisdomTree Issuer plc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 2,583 | 2,724 | 5,087 | 5,351 |
WisdomTree Asset Management Canada, Inc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | 607 | 403 | 1,153 | 715 |
WisdomTree Commodity Services LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenues from advisory services | $ 253 | $ 340 | $ 547 | $ 656 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Gain (Loss) on Investments | $ (205) | $ (67) | $ 148 | $ (58) | |
WisdomTree ETF [Member] | |||||
Related Party Transaction [Line Items] | |||||
Investment | $ 3,193 | $ 3,193 | $ 7,117 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 20, 2016 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
PRSU | |||||
Shares of common stock authorized to issue under equity award plan | 10,000,000 | ||||
Stock-based compensation expense | $ 3,135 | $ 3,529 | $ 6,207 | $ 6,838 | |
Below 25th Percentile [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 0.00% | ||||
Above 25th Percentile [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 50.00% | ||||
At 50th Percentile [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 100.00% | ||||
At 100th Percentile [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 200.00% | ||||
Performance Based Restricted Stock Unit [Member] | Maximum [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 200.00% | ||||
Performance Based Restricted Stock Unit [Member] | Minimum [Member] | |||||
PRSU | |||||
Shares granted and outstanding, Vesting percentage | 0.00% |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Unrecognized Stock-Based Compensation Expense and Average Remaining Vesting Period (Detail) - Employees and Directors [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Average Remaining Vesting Period | 2 years 1 month 28 days |
Unrecognized Stock-Based Compensation | $ 21,078 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock Options, Restricted Stock and Restricted Stock Unit Activity (Detail) | 3 Months Ended |
Jun. 30, 2019shares | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, beginning balance | 550,537 |
Options, Granted | 0 |
Options, Exercised/vested | 0 |
Options, Forfeitures | 0 |
Options, ending balance | 550,537 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock, beginning balance | 3,270,065 |
Restricted Stock, Granted | 97,649 |
Restricted Stock, Exercised/vested | (105,319) |
Restricted Stock, Forfeitures | (31,142) |
Restricted Stock, ending balance | 3,231,253 |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock, beginning balance | 40,436 |
Restricted Stock, Granted | 0 |
Restricted Stock, Exercised/vested | 0 |
Restricted Stock, Forfeitures | 0 |
Restricted Stock, ending balance | 40,436 |
Performance Based Restricted Stock Unites (PRSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock, beginning balance | 270,872 |
Restricted Stock, Granted | 0 |
Restricted Stock, Exercised/vested | 0 |
Restricted Stock, Forfeitures | 0 |
Restricted Stock, ending balance | 270,872 |
Stock-Based Awards - Summary _3
Stock-Based Awards - Summary of Stock Options, Restricted Stock and Restricted Stock Unit Activity (Parenthetical) (Detail) - Performance Based Restricted Stock Unit [Member] | 6 Months Ended |
Jun. 30, 2019 | |
PRSUs - Monte Carlo Inputs | |
Historical volatility | 28.00% |
Shares granted and outstanding, Risk free interest rate | 2.56% |
Shares granted and outstanding, Expected dividend rate | 0.00% |
Maximum [Member] | |
PRSUs - Monte Carlo Inputs | |
Shares granted and outstanding, Vesting percentage | 200.00% |
Historical volatility | 42.00% |
Minimum [Member] | |
PRSUs - Monte Carlo Inputs | |
Shares granted and outstanding, Vesting percentage | 0.00% |
Historical volatility | 22.00% |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 2,479 | $ 16,724 | $ 11,303 | $ 26,148 |
Less: Income distributed to participating securities | (539) | (513) | (1,083) | (584) |
Less: Undistributed income allocable to participating securities | 0 | (1,101) | (117) | (999) |
Net income available to common stockholders | $ 1,940 | $ 15,110 | $ 10,103 | $ 24,565 |
Weighted average common shares (in thousands) | 151,818 | 149,056 | 151,722 | 142,230 |
Basic earnings per share | $ 0.01 | $ 0.10 | $ 0.07 | $ 0.17 |
Net income | $ 2,479 | $ 16,724 | $ 11,303 | $ 26,148 |
Weighted average common shares | 151,818 | 149,056 | 151,722 | 142,230 |
Dilutive effect of common stock equivalents | 15,431 | 14,290 | 15,133 | 7,749 |
Weighted average diluted shares | 167,249 | 163,346 | 166,855 | 149,979 |
Diluted earnings per share | $ 0.01 | $ 0.10 | $ 0.07 | $ 0.17 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive common stock equivalents excluded from calculation of diluted earnings per share | 920,166 | 869,288 | 1,239,431 | 1,140,659 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Balance of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | |
Income Tax Contingency [Line Items] | ||
Beginning balance | $ 31,593 | $ 34,876 |
Decrease—Lapse of statute of limitations | (4,309) | |
Increases | 101 | 101 |
Foreign currency translation | (817) | 925 |
Ending balance | 30,877 | 31,593 |
Unrecognized Tax Benefits [Member] | ||
Income Tax Contingency [Line Items] | ||
Beginning balance | 25,847 | 28,101 |
Decrease—Lapse of statute of limitations | (2,999) | |
Foreign currency translation | (668) | 745 |
Ending balance | 25,179 | 25,847 |
Interest And Penalties [Member] | ||
Income Tax Contingency [Line Items] | ||
Beginning balance | 5,746 | 6,775 |
Decrease—Lapse of statute of limitations | (1,310) | |
Increases | 101 | 101 |
Foreign currency translation | (149) | 180 |
Ending balance | $ 5,698 | $ 5,746 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
NOLs – International | $ 8,992 | $ 6,605 |
Goodwill and intangible assets | 1,746 | 1,841 |
Accrued expenses | 1,837 | 2,699 |
Stock-based compensation | 1,189 | 2,673 |
Net lease liability | 1,160 | 1,184 |
Capital losses | 794 | 794 |
NOLs – U.S. | 635 | 762 |
Other | 272 | 40 |
Deferred tax assets | 16,625 | 16,598 |
Deferred tax liabilities: | ||
Fixed assets and prepaid assets | 1,480 | 1,433 |
Unrealized gains | 760 | 724 |
Deferred tax liabilities | 2,240 | 2,157 |
Total deferred tax assets less deferred tax liabilities | 14,385 | 14,441 |
Less: valuation allowance | (9,786) | (7,399) |
Deferred tax assets, net | $ 4,599 | $ 7,042 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule Of Income Tax [Line Items] | ||||||
Tax effected net operating losses that expire | $ 635 | $ 635 | ||||
NOL expiration date | 2024 | |||||
Tax effected NOLs - International | $ 8,992 | $ 6,605 | ||||
Federal statutory rate | 21.00% | 21.00% | 21.00% | |||
Accrued for unrecognized tax benefits and interest/penalties related to a tax position claimed or expected to be claimed on a tax return | $ 30,877 | $ 31,593 | $ 30,877 | 34,876 | ||
Unrecognized tax benefits that would impact effective tax rate | 25,179 | 25,179 | ||||
Tax effected capital loss | 794 | 794 | 794 | |||
Income Tax Expense (Benefit) | $ 3,587 | $ 5,460 | $ 2,538 | $ 9,958 | ||
Reduction in unrecognized tax benefits | $ 4,309 | |||||
Estimated effective rate | 59.10% | 24.60% | 18.30% | 27.60% | ||
International Tax Authority [Member] | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Tax effected net operating losses that expire | $ 4,315 | $ 4,315 | ||||
Operating loss Expiration Period | expire between 2036 and 2039 | |||||
Advisor Engine [Member] | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Tax effected capital loss | 794 | $ 794 | ||||
Other Noncurrent Liabilities [Member] | ||||||
Schedule Of Income Tax [Line Items] | ||||||
Accrued for unrecognized tax benefits and interest/penalties related to a tax position claimed or expected to be claimed on a tax return | $ 30,877 | $ 30,877 | $ 34,876 |
Shares Repurchased - Additional
Shares Repurchased - Additional Information (Detail) - USD ($) | Apr. 11, 2018 | Apr. 24, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Class of Stock [Line Items] | ||||||
Repurchased common stock, value | $ 102,000 | $ 272,000 | $ 2,107,000 | $ 1,006,000 | ||
Total Leverage Ratio | 1.75 to 1.00 | |||||
Three-Year Share Repurchase Program [Member] | ||||||
Class of Stock [Line Items] | ||||||
Repurchased common stock, shares | 14,065 | 26,717 | 325,278 | 87,225 | ||
Repurchased common stock, value | $ 102,000 | $ 272,000 | $ 2,107,000 | $ 1,006,000 | ||
Dollar amount remaining available for future share repurchases | $ 83,622,000 | $ 83,622,000 | ||||
Share repurchase program, extended term date | Apr. 27, 2022 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill by Reporting Unit (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 85,856 |
Ending balance | 85,856 |
Reportable Subsegments [Member] | |
Goodwill [Line Items] | |
Beginning balance | 85,856 |
Ending balance | 85,856 |
Reportable Subsegments [Member] | European Business Segment [Member] | |
Goodwill [Line Items] | |
Beginning balance | 84,057 |
Changes | 0 |
Ending balance | 84,057 |
Reportable Subsegments [Member] | U.S. Business segment [Member] | |
Goodwill [Line Items] | |
Beginning balance | 1,799 |
Changes | 0 |
Ending balance | $ 1,799 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | Apr. 11, 2018 | Jun. 30, 2019USD ($) | Dec. 31, 2017Fund | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) |
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible asset related to its customary advisory agreement | $ 603,291 | $ 603,291 | $ 603,209 | ||
Impairment Losses Attributable To Goodwill | 0 | ||||
Questrade ETFs [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible asset related to its customary advisory agreement | 2,044 | 2,044 | 1,962 | ||
Questrade ETFs [Member] | WisdomTree Asset Management Canada, Inc [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Number of ETF acquired by company | Fund | 8 | ||||
Acquisition Of Etfs Business [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Intangible asset related to its customary advisory agreement | $ 601,247 | $ 601,247 | $ 601,247 | ||
Weighted average cost of capital percentage | 11.60% | ||||
Acquisition completion date | Apr. 11, 2018 | ||||
Acquisition Of Etfs Business [Member] | Minimum [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Revenue growth multiple | 3.00% | ||||
Acquisition Of Etfs Business [Member] | Maximum [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Revenue growth multiple | 4.00% |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Indefinite-lived Intangible Assets (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Indefinite-lived Intangible Assets [Line Items] | |
Beginning balance | $ 603,209 |
Foreign currency translation | 82 |
Ending balance | 603,291 |
Acquisition Of Etfs Business [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Beginning balance | 601,247 |
Ending balance | 601,247 |
Questrade ETFs [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Beginning balance | 1,962 |
Foreign currency translation | 82 |
Ending balance | $ 2,044 |
Segment Reporting - Reportable
Segment Reporting - Reportable Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Revenues: | ||||
Total revenues | $ 66,293 | $ 74,775 | $ 131,778 | $ 133,679 |
Total operating expenses | (54,382) | (60,244) | (109,184) | (105,927) |
Other income/(expenses) | ||||
Interest expense | (2,910) | (2,356) | (5,802) | (2,356) |
Interest income | 818 | 612 | 1,597 | 1,574 |
(Loss)/gain on revaluation of deferred consideration | (4,037) | 9,898 | 367 | 9,898 |
Impairment | 572 | |||
Other gains and losses, net | 284 | (501) | (4,343) | (762) |
Income/(loss) before income taxes | 6,066 | 22,184 | 13,841 | 36,106 |
Advisory Fees [Member] | ||||
Operating Revenues: | ||||
Total revenues | 65,627 | 73,778 | 130,467 | 132,234 |
U.S. Business segment [Member] | ||||
Operating Revenues: | ||||
Other income | 76 | 162 | 182 | 309 |
Total revenues | 43,146 | 53,093 | 85,769 | 108,758 |
Total operating expenses | (36,407) | (42,638) | (73,583) | (81,668) |
Other income/(expenses) | ||||
Interest expense | (194) | (173) | (386) | (173) |
Interest income | 818 | 612 | 1,597 | 1,574 |
Impairment | (572) | |||
Other gains and losses, net | (54) | (66) | 91 | (292) |
Other income/(expenses) | 570 | 373 | 730 | 1,109 |
Income/(loss) before income taxes | 7,309 | 10,828 | 12,916 | 28,199 |
U.S. Business segment [Member] | Advisory Fees [Member] | ||||
Operating Revenues: | ||||
Total revenues | 43,070 | 52,931 | 85,587 | 108,449 |
International Business Segment [Member] | ||||
Operating Revenues: | ||||
Other income | 590 | 835 | 1,129 | 1,136 |
Total revenues | 23,147 | 21,682 | 46,009 | 24,921 |
Total operating expenses | (17,975) | (17,606) | (35,601) | (24,259) |
Other income/(expenses) | ||||
Interest expense | (2,716) | (2,183) | (5,416) | (2,183) |
(Loss)/gain on revaluation of deferred consideration | (4,037) | 9,898 | 367 | 9,898 |
Other gains and losses, net | 338 | (435) | (4,434) | (470) |
Other income/(expenses) | (6,415) | 7,280 | (9,483) | 7,245 |
Income/(loss) before income taxes | (1,243) | 11,356 | 925 | 7,907 |
International Business Segment [Member] | Advisory Fees [Member] | ||||
Operating Revenues: | ||||
Total revenues | $ 22,557 | $ 20,847 | $ 44,880 | $ 23,785 |