WisdomTree, Inc. - Quarter Report: 2018 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

 

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

or

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 .

Commission File Number 001-10932

 

 

WisdomTree Investments, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		13-3487784
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

245 Park Avenue, 35th Floor New York, New York		10167
(Address of principal executive officers)		(Zip Code)

212-801-2080

(Registrant’s Telephone Number, Including Area Code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of August 1, 2018, there were 153,079,030 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

 

 

 

WISDOMTREE INVESTMENTS, INC.

Form 10-Q

For the Quarterly Period Ended June 30, 2018

TABLE OF CONTENTS

 

		Page Number
PART I: FINANCIAL INFORMATION			4
Item 1. Financial Statements			4
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			33
Item 3. Quantitative and Qualitative Disclosures about Market Risk			53
Item 4. Controls and Procedures			54
PART II: OTHER INFORMATION			54
Item 1. Legal Proceedings			54
Item 1A. Risk Factors			54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 3. Defaults Upon Senior Securities			55
Item 4. Mine Safety Disclosures			55
Item 5. Other Information			55
Item 6. Exhibits			56

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2018. If one or more of these or other risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission, or the SEC, as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

In particular, forward-looking statements in this Report may include statements about:

 

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anticipated trends, conditions and investor sentiment in the global markets and exchange traded products, or ETPs;

 

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anticipated levels of inflows into and outflows out of our ETPs;

 

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our ability to deliver favorable rates of return to investors;

 

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our ability to develop new products and services;

 

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our ability to maintain current vendors or find new vendors to provide services to us at favorable costs;

 

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our ability to successfully expand our business into non-U.S. markets;

 

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competition in our business; and

 

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the effect of laws and regulations that apply to our business.

The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Report.

 

3

PART I: FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

WisdomTree Investments, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Per Share Amounts)

 

		June 30, 2018				December 31, 2017
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	70,744			$	54,193
Securities owned, at fair value			3,719				66,294
Securities held-to-maturity			—				1,000
Accounts receivable			27,329				21,309
Income taxes receivable			—				6,978
Prepaid expenses			6,545				3,550
Other current assets			194				1,007
Total current assets			108,531				154,331
Fixed assets, net			10,028				10,693
Note receivable, net (Note 8)			24,588				18,748
Indemnification receivable (Note 20)			28,339				—
Securities held-to-maturity			20,229				20,299
Deferred tax assets, net			2,024				1,050
Investments, carried at cost (Note 9)			35,187				35,187
Goodwill (Note 22)			85,856				1,799
Intangible assets (Note 22)			613,227				12,085
Other noncurrent assets			2,428				793
Total assets		$	930,437			$	254,985
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Fund management and administration payable		$	22,002			$	20,099
Compensation and benefits payable			13,664				28,053
Deferred consideration – gold payments (Note 11)			11,378				—
Income taxes payable			1,252				—
Securities sold, but not yet purchased, at fair value			2,026				950
Payable to ETFS Capital Limited (Note 3)			7,033				—
Accounts payable and other liabilities			9,366				8,246
Total current liabilities			66,721				57,348
Long-term debt (Note 12)			193,407				—
Deferred consideration – gold payments (Note 11)			151,470				—
Deferred rent payable			4,608				4,686
Other noncurrent liabilities (Note 20)			28,339				—
Total liabilities			444,545				62,034
Preferred stock – Series A Non-Voting Convertible, par value $0.01; 14.750 shares authorized, issued and outstanding (Note 13)			132,569				—
Commitments and Contingencies (Note 14)
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: 153,142 and 136,996 at June 30, 2018 and December 31, 2017, respectively			1,531				1,370
Additional paid-in capital			359,066				216,006
Accumulated other comprehensive income			461				291
Accumulated deficit			(7,735	)			(24,716	)
Total stockholders’ equity			353,323				192,951
Total liabilities and stockholders’ equity		$	930,437			$	254,985

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

 

4

WisdomTree Investments, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2018				2017				2018				2017
Operating Revenues:
Advisory fees		$	73,778			$	55,856			$	132,234			$	108,884
Other income			997				386				1,445				725
Total revenues			74,775				56,242				133,679				109,609
Operating Expenses:
Compensation and benefits			19,301				18,421				38,133				36,295
Fund management and administration			14,621				10,112				25,533				19,712
Marketing and advertising			3,778				3,825				6,973				7,362
Sales and business development			4,503				3,389				8,316				6,351
Contractual gold payments (Note 11)			2,715				—				2,715				—
Professional and consulting fees			1,560				1,221				3,196				2,779
Occupancy, communications and equipment			1,574				1,371				2,937				2,724
Depreciation and amortization			337				352				692				689
Third-party distribution fees			1,666				670				3,391				1,602
Acquisition-related costs (Note 3)			7,928				—				9,990				—
Other			2,261				1,842				4,051				3,466
Total expenses			60,244				41,203				105,927				80,980
Operating income			14,531				15,039				27,752				28,629
Other Income/(Expenses):
Interest expense			(2,356	)			—				(2,356	)			—
Gain on revaluation of deferred consideration – gold payments (Note 11)			9,898				—				9,898				—
Interest income			612				641				1,574				1,225
Settlement gain			—				6,909				—				6,909
Other gains and losses, net			(501	)			(364	)			(762	)			284
Income before taxes			22,184				22,225				36,106				37,047
Income tax expense			5,460				10,120				9,958				18,062
Net income		$	16,724			$	12,105			$	26,148			$	18,985
Net income per share—basic		$	0.10			$	0.09			$	0.17			$	0.14
Net income per share—diluted		$	0.10			$	0.09			$	0.17			$	0.14
Weighted-average common shares—basic			149,056				134,557				142,230				134,472
Weighted-average common shares—diluted			163,346				135,574				149,979				135,613
Cash dividends declared per common share		$	0.03			$	0.08			$	0.06			$	0.16

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

 

5

WisdomTree Investments, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2018				2017				2018				2017
Net income		$	16,724			$	12,105			$	26,148			$	18,985
Other comprehensive (loss)/income
Change in unrealized gains/(losses) on available-for-sale debt securities, net of tax			17				(31	)			477				(134	)
Foreign currency translation adjustment			(719	)			194				(307	)			439
Other comprehensive (loss)/income			(702	)			163				170				305
Comprehensive income		$	16,022			$	12,268			$	26,318			$	19,290

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

 

6

WisdomTree Investments, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

 

		Six Months Ended June 30,
		2018				2017
Cash flows from operating activities:
Net income		$	26,148			$	18,985
Adjustments to reconcile net income to net cash provided by operating activities:
Advisory fees paid in gold and other precious metals			(11,033	)			—
Contractual gold payments			2,715				—
Gain on revaluation of deferred consideration – gold payments			(9,898	)			—
Stock-based compensation			6,838				6,951
Deferred income taxes			(1,055	)			5,890
Paid-in-kind interest income (Note 8)			(840	)			—
Settlement gain			—				(6,909	)
Amortization of credit facility issuance costs			637				—
Depreciation and amortization			692				689
Other			834				301
Changes in operating assets and liabilities, net of the effects of the ETFS Acquisition:
Securities owned, at fair value			(2,028	)			1,148
Accounts receivable			2,871				(1,671	)
Income taxes receivable/payable			8,109				2,217
Prepaid expenses			(1,669	)			(1,405	)
Gold and other precious metals			8,930				—
Other assets			975				143
Acquisition payable			—				(3,542	)
Fund management and administration payable			(380	)			(729	)
Compensation and benefits payable			(21,170	)			(3,958	)
Securities sold, but not yet purchased, at fair value			1,077				(1,222	)
Payable to ETFS Capital Limited			222				—
Accounts payable and other liabilities			(2,961	)			395
Net cash provided by operating activities			9,014				17,283
Cash flows from investing activities:
Purchase of fixed assets			(34	)			(220	)
Purchase of securities held-to-maturity			—				(759	)
Purchase of debt securities available-for-sale			—				(38,680	)
Purchase of investments			—				(5,000	)
Funding of AdvisorEngine note receivable (Note 8)			(5,000	)			—
Proceeds from held-to-maturity securities maturing or called prior to maturity			1,063				2,102
Proceeds from sales and maturities of debt securities available-for-sale			64,498				46,065
Cash paid – ETFS Acquisition, net of cash acquired (Note 3)			(233,172	)			—
Net cash (used in)/provided by investing activities			(172,645	)			3,508
Cash flows from financing activities:
Dividends paid			(9,167	)			(21,872	)
Shares repurchased			(1,006	)			(3,693	)
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			139				42
Net cash provided by/(used in) financing activities			181,095				(25,523	)
(Decrease)/increase in cash flow due to changes in foreign exchange rate			(913	)			624
Net increase/(decrease) in cash and cash equivalents			16,551				(4,108	)
Cash and cash equivalents—beginning of period			54,193				92,722
Cash and cash equivalents—end of period		$	70,744			$	88,614
Supplemental disclosure of cash flow information:
Cash paid for taxes		$	2,841			$	9,708
Cash paid for interest		$	1,241			$	—

Refer to Note 3 for information regarding the non-cash effects of the ETFS Acquisition, including non-cash consideration paid.

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

 

7

WisdomTree Investments, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In Thousands, Except Share and Per Share Amounts)

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, fixed income, currencies, commodities and alternative strategies. The Company has the following wholly-owned operating subsidiaries:

 

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WisdomTree Asset Management, Inc. is a New York based investment adviser registered with the SEC providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange traded funds (“ETFs”). The WisdomTree ETFs are issued in the U.S. by WTT. WTT, a non-consolidated third party, is a Delaware statutory trust registered with the SEC as an open-end management investment company. The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.

 

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ETFS Management Company (Jersey) Limited (“ManJer”) is a Jersey based management company providing investment and other management services to nine issuers (the “ETFS Issuers”) and the ETPs issued and listed by the ETFS Issuers covering commodity, currency and short-and-leveraged strategies.

 

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Boost Management Limited (“BML”) is a Jersey based management company providing investment and other management services to Boost Issuer PLC (“BI”) and Boost ETPs. The Boost ETPs are issued by BI. BI, a non-consolidated third party, is a public limited company domiciled in Ireland.

 

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WisdomTree Management Limited (“WML”) is an Ireland based management company providing investment and other management services to WisdomTree Issuer plc (“WTI”) and WisdomTree UCITS ETFs. The WisdomTree UCITS ETFs are issued by WTI. WTI, a non-consolidated third party, is a public limited company domiciled in Ireland.

 

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WisdomTree UK Limited is a U.K. based company registered with the Financial Conduct Authority currently providing management and other services to ManJer, BML and WML.

 

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WisdomTree Europe Limited is a U.K. based company registered with the Financial Conduct Authority currently providing management and other services to ManJer, BML and WML.

 

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WisdomTree Japan Inc. (“WTJ”) is a Japan based company registered with Japan’s Ministry of Finance that serves the institutional market selling U.S. listed WisdomTree ETFs in Japan. In July 2018, the Company determined to restructure its distribution strategy in Japan. As a result, the Company will close WTJ and anticipates expanding its existing relationship with a third party to manage distribution of WisdomTree ETFs in Japan.

 

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WisdomTree Commodity Services, LLC (“WTCS”) is a New York based company that serves as the managing owner and commodity pool operator of the WisdomTree Continuous Commodity Index Fund. WTCS is registered with the Commodity Futures Trading Commission and is a member of the National Futures Association.

 

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WisdomTree Asset Management Canada, Inc. (“WTAMC”) is a Canada based investment fund manager registered with the Ontario Securities Commission providing fund management services to locally-listed WisdomTree Canadian ETFs.

Acquisition of ETFS

On April 11, 2018, the Company acquired the European exchange-traded commodity, currency and short-and-leveraged business (“ETFS”) of ETFS Capital Limited (“ETFS Capital”, formerly known as ETF Securities Limited). This acquisition is referred to throughout the consolidated financial statements as the ETFS Acquisition. See Note 3 for additional information.

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 our consolidated financial statements since the acquisition date, April 11, 2018 (See Note 3).

 

8

Certain accounts in the prior years’ consolidated financial statements have been reclassified to conform to the current year’s consolidated financial statement presentation. The following table summarizes these reclassifications for the three and six months ended June 30, 2017, which had no effect on previously reported net income.

 

Operating Revenues:		Three Months Ended June 30, 2017				Six Months Ended June 30, 2017
Advisory fees (previously reported)		$	56,114			$	109,376
Other ETP fees reclassified to Other income			(258	)			(492	)
Advisory fees (currently reported)		$	55,856			$	108,884
Settlement gain (previously reported)		$	6,909			$	6,909
Reclassify to Other Income/(Expenses)			(6,909	)			(6,909	)
Settlement gain (currently reported)		$	—			$	—
Other income (previously reported)		$	405			$	1,742
Other ETP fees reclassified from Advisory fees			258				492
Interest income reclassified to Other Income/(Expenses)			(641	)			(1,225	)
Realized and unrealized losses reclassified to Other gains and losses, net			364				519
Miscellaneous other income reclassified to Other gains and losses, net			—				(803	)
Other income (currently reported)		$	386			$	725
Total revenues (currently reported)		$	56,242			$	109,609
Other Income/(Expenses):
Interest income reclassified from operating revenues		$	641			$	1,225
Settlement gain reclassified from operating revenues		$	6,909			$	6,909
Other gains and losses, net (previously reported)		$	—			$	—
Realized and unrealized losses reclassified from operating revenues			(364	)			(519	)
Miscellaneous other income reclassified from operating revenues			—				803
Other gains and losses, net (currently reported)		$	(364	)		$	284

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 income.    

 

9

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 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 years
		Furniture and fixtures		15 years

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.

Occupancy

The Company accounts for its office lease facilities as operating leases, which may include free rent periods and escalation clauses. The Company expenses the lease payments associated with operating leases on a straight-line basis over the lease term.

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 or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits.

Accounts Receivable 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.

 

10

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.

Note Receivable

Note receivable is accounted for on an amortized cost basis, net of original issue discount. Interest income is accrued over the term of the note using the effective interest method. The Company performs a review for the impairment of the note receivable on a quarterly basis and provides for an allowance for credit losses if all or a portion of the note is 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. These securities are recorded on their trade date and are measured at fair value. All equity securities are classified by the Company as trading. Debt securities are classified based primarily on the Company’s intent to hold or sell the security. Changes in the fair value of securities classified as trading are reported in other income in the period the change occurs. Unrealized gains and losses of securities classified as available-for-sale are included in other comprehensive income. Once sold, amounts reclassified out of accumulated other comprehensive income and into earnings are determined using the specific identification method. Available-for-sale securities are assessed for impairment on a quarterly basis.

Securities Held-to-Maturity

The Company accounts for certain of its investments as held-to-maturity on a trade date basis, which are recorded at amortized cost. For held-to-maturity investments, the Company has the intent and ability to hold investments to maturity and it is not more-likely-than-not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. On a quarterly basis, the Company reviews its portfolio of investments for impairment. If a decline in fair value is deemed to be other-than-temporary, the security is written down to its fair value through earnings.

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, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.

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, if one were to occur, in accordance with ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The Company early adopted the revised guidance for the impairment tests performed after January 1, 2017. Under the revised guidance, goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.

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 (See Note 22). In addition, goodwill arising from the ETFS Acquisition (See Note 3) has been allocated to the European Business reporting unit, included within the International Business reportable segment and assessed annually for impairment on November 30^th. When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and the income approach, market approach and its market capitalization when determining the fair value of its reporting units.

 

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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, including intangible assets arising from the ETFS Acquisition (See Note 3).

Deferred Consideration

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 5). Changes in the fair value of this obligation are reported as gain/(loss) on revaluation of deferred consideration 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 rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive) under the treasury stock method. Diluted EPS reflects the reduction in earnings per share assuming dilutive options or other dilutive contracts to issue common stock were exercised or converted into common stock. Diluted EPS is calculated under the treasury stock and if-converted method and the two-class method. The calculation that results in the most dilutive EPS amount for the common stock is reported in the Company’s consolidated financial statements.

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 basis 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 adjusted by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company records interest expense and penalties related to tax expenses as income tax expense.

Non-income based taxes are recorded as part of other liabilities and other expenses.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), a comprehensive revenue recognition standard on the financial reporting requirements for revenue from contracts entered into with customers. In July 2015, the FASB deferred this ASU’s effective date by one year, to interim and annual periods beginning after December 15, 2017. The deferral allows early adoption at the original effective date. During 2016, the FASB issued ASU 2016-08, which clarifies principal versus agent considerations, ASU 2016-10, which clarifies identifying performance obligations and the licensing implementation guidance, and ASU 2016-12, which amends certain aspects of the new revenue recognition standard pursuant to ASU 2014-09. ASU 2014-09 allows for the use of either the retrospective or modified retrospective adoption method. The guidance in ASU 2014-09, and the related amendments, became effective for the Company on January 1, 2018. The Company adopted this standard under the modified retrospective method and has determined the standard did not have a material impact on the Company’s historical pattern of recognizing revenue from its contracts with customers (See Note 16).

 

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In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01). The main objective of the standard is to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments in the update make targeted improvements to generally accepted accounting principles. These include requiring equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. Available-for-sale classification for equity investments with readily determinable fair values will no longer be permissible. However, an entity may choose a measurement alternative to measure equity investments that do not have readily determinable fair values by recognizing these financial instruments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this standard on January 1, 2018 and has elected to apply the measurement alternative to its equity investments that do not have readily determinable fair values. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (ASU 2016-13). The main objective of the standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In issuing this standard, the FASB is responding to criticism that today’s guidance delays recognition of credit losses. The standard will replace today’s “incurred loss” approach with an “expected loss” model. The new model, referred to as the current expected credit loss (“CECL”) model, will apply to: (1) financial assets subject to credit losses and measured at amortized cost, and (2) certain off-balance sheet credit exposures. The standard is applicable to loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, loan commitments and certain other off-balance sheet credit exposures, debt securities (including those held-to-maturity) and other financial assets measured at fair value through other comprehensive income, and beneficial interests in securitized financial assets. The CECL model does not apply to available-for-sale debt securities. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the credit losses will be recognized as allowances rather than reductions in the amortized cost of the securities. Accordingly, the new methodology will be utilized when assessing the Company’s financial instruments for impairment. As a result, entities will recognize improvements to estimated credit losses immediately in earnings rather than as interest income over time, as they do today. The ASU also simplifies the accounting model for purchased credit-impaired debt securities and loans. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for loan and lease losses. ASU 2016-13 is effective for years beginning after December 15, 2019, including interim periods within those fiscal years under a modified retrospective approach. Early adoption is permitted for periods beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02), which requires lessees to include most leases on the balance sheet. ASU 2016-02 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements and expects, at a minimum, that its implementation will result in a gross-up on the consolidated balance sheets upon recognition of right-of-use assets and lease liabilities associated with the future minimum payments required under operating leases as disclosed in Note 14.

3. Business Combination

Summary

On November 13, 2017, the Company entered into a Share Sale Agreement as amended by the Waiver and Variation Agreement, dated April 11, 2018 (collectively referred to as the “Share Sale Agreement”) with ETFS Capital and WisdomTree International Holdings Ltd, an indirect wholly owned subsidiary of the Company (“WisdomTree International”), pursuant to which the Company agreed to acquire ETFS. On April 11, 2018, the Company completed the acquisition by purchasing the entire issued share capital of a subsidiary of ETFS Capital into which ETFS Capital transferred ETFS prior to completion of the ETFS Acquisition.

Pursuant to the Share Sale Agreement, the Company acquired ETFS for a purchase price consisting of (a) $253,000 in cash (including $53,000 paid from proceeds arising from maturities of securities owned, at fair value), subject to customary adjustments for working capital, and (b) a fixed number of shares of the Company’s capital stock, consisting of (i) 15,250,000 shares of common stock (the “Common Shares”) and (ii) 14,750 shares of Series A Non-Voting Convertible Preferred Stock (the “Preferred Shares”), which are convertible, subject to certain restrictions, into an aggregate of 14,750,000 shares of common stock.

 

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On April 11, 2018 and in connection with the ETFS Acquisition, the Company and WisdomTree International entered into a credit agreement (the “Credit Agreement”), by and among the Company, WisdomTree International, certain subsidiaries of the Company as guarantors, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, L/C Issuer and lender. Under the Credit Agreement, the lenders extended a $200,000 term loan (the “Term Loan”) to WisdomTree International, the net cash proceeds of which were used by WisdomTree International, together with other cash on hand, to complete the acquisition and pay certain related fees, costs and expenses, and made a $50,000 revolving credit facility (the “Revolver” and, together with the Term Loan, the “Credit Facility”) available to the Company and WisdomTree International for revolving borrowings from time to time for working capital, capital expenditures and general corporate purposes (See Note 12).

On April 11, 2018 and in connection with the acquisition, the Company and ETFS Capital also entered into an Investor Rights Agreement, pursuant to which, among other things, ETFS Capital is subject to lock-up, standstill and voting restrictions. ETFS Capital also received certain registration rights with respect to the Common Shares and the shares of common stock issuable upon conversion of the Preferred Shares it received in the transaction.

Preliminary Purchase Price Allocation

The ETFS Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid by the Company to the identifiable assets and liabilities of ETFS based on the estimated fair values as of the closing date of the acquisition. A preliminary allocation of the consideration transferred is presented below based on information currently available and includes the Company’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed.

The following table summarizes the preliminary 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
Preliminary allocation of consideration
Cash and cash equivalents			19,828
Receivables and other current assets			14,069
Intangible assets(2)			601,247
Other current liabilities			(23,455	)
Fair value of net assets acquired			611,689
Preliminary goodwill resulting from the ETFS Acquisition (3)		$	84,057

 

 

(1)	The closing price of the Company’s common stock on April 10, 2018, the last 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, where the Company will be subject to a zero percent tax rate.

 

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(3)	Preliminary goodwill arising from the ETFS Acquisition represents the value of expected 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.

The Company has until August 31, 2018 to satisfy itself with the opening balance sheet delivered by ETFS Capital. Pursuant to Clause 4.2 of the Share Sale Agreement, if the Completion Working Capital Amount (as defined) is greater than the Target Working Capital Amount (as defined), then the Company will owe ETFS Capital the excess amount. At June 30, 2018, this excess is $7,033 which is recorded as a payable to ETFS Capital on the Company’s consolidated balance sheet. Any changes to the opening balance sheet may result in an adjustment to the amount owed to ETFS Capital, or alternatively, goodwill. All other elements of the purchase price allocation are finalized.

Acquisition-Related Costs

During the three and six months ended June 30, 2018, the Company incurred acquisition-related costs associated with the ETFS Acquisition of $7,928 and $9,990, respectively, which included professional advisor fees, severance and other compensation costs, a write-off of the Company’s office lease and other integration costs.

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: $22,934

Income before 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, 2017. 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 Ended June 30,								Six Months Ended June 30,
		2018				2017				2018				2017
Revenues		$	78,025			$	76,718			$	157,796			$	149,410
Net income		$	23,274			$	15,554			$	34,517			$	17,451

Included within the proforma financial information above is a gain/(loss) on revaluation of deferred consideration of $8,326 and $319 for the three months ended June 30, 2018 and 2017, respectively, and $5,771 and ($8,039) for the six months ended June 30, 2018 and 2017, 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, 2017 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.

4. Cash and Cash Equivalents

Cash and cash equivalents of approximately $31,805 and $24,103 at June 30, 2018 and December 31, 2017, respectively, were held at one financial institution. At June 30, 2018 and December 31, 2017, cash equivalents were approximately $4,701 and $26,548, respectively.

5. Fair Value Measurements

Securities owned and securities sold, but not yet purchased are measured at fair value. The fair value of securities 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. Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:

 

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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 2018 and 2017 there were no transfers between Levels 1, 2 and 3.

 

		June 30, 2018
		Total				Level 1				Level 2				Level 3
Assets:
Recurring fair value measurements:
Cash and cash equivalents		$	70,744			$	70,744			$	—			$	—
Securities owned, at fair value			3,719				3,719				—				—
Total		$	74,463			$	74,463				—			$	—
Non-recurring fair value measurements:
AdvisorEngine Inc. – Option(1)		$	3,278			$	—			$	—			$	3,278
Thesys Group, Inc. – Series Y preferred stock(2)			6,909				—				—				6,909
Total		$	10,187			$	—			$	—			$	10,187
Liabilities:
Recurring fair value measurements:
Deferred consideration (Note 11)		$	162,848			$	—			$	—			$	162,848
Securities sold, but not yet purchased			2,026				2,026				—				—
Total		$	164,874			$	2,026			$	—			$	162,848

 

 

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		December 31, 2017
		Total				Level 1				Level 2				Level 3
Assets:
Recurring fair value measurements:
Cash and cash equivalents		$	54,193			$	54,193			$	—			$	—
Securities owned, at fair value			66,294				1,691				64,603				—
Total		$	120,487			$	55,884			$	64,603			$	—
Non-recurring fair value measurements:
AdvisorEngine Inc. – Option(1)		$	3,278				—				—			$	3,278
Thesys Group, Inc. – Series Y preferred stock(2)			6,909				—				—				6,909
Total		$	10,187			$	—			$	—			$	10,187
Liabilities:
Recurring fair value measurements:
Securities sold, but not yet purchased		$	950			$	950			$	—			$	—
Total		$	950			$	950			$	—			$	—

 

 

(1)	Fair value determined on December 29, 2017 (See Note 9)

(2)	Fair value determined on June 20, 2017 (See Note 9)

Recurring Fair Value Measurements—Methodology

Cash and Cash Equivalents (Note 4) – These financial assets represent cash in banks or cash invested in highly liquid investments with original maturities less than 90 days. These investments are valued at par, which approximates fair value, and are considered Level 1.

Securities Owned/Sold but Not Yet Purchased (Note 6) – Securities owned and sold, but not yet purchased include investments in ETFs and short-term investment grade corporate bonds. ETFs are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy. Investments in short-term investment grade corporate bonds are classified as Level 2 as fair value is generally derived from observable bids for these financial instruments.

Deferred Consideration – Deferred consideration represents the present value of an obligation to pay gold into perpetuity and is measured using forward-looking gold prices ranging from $1,256 per ounce to $2,839 per ounce which are extrapolated from the last observable price (beyond 2024), discounted at a rate of 10%. This obligation is classified as Level 3 as the discount rate and extrapolated forward-looking gold prices are significant unobservable inputs. An increase in gold prices would result in an increase in deferred consideration, whereas, an increase in the discount rate would reduce the fair value. See Note 11 for additional information.

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

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2018				2017				2018				2017
Deferred consideration (See Note 11)
Beginning balance(1)		$	172,746			$	—			$	172,746			$	—
Net realized losses/(gains)(2)			2,715				—				2,715				—
Net unrealized losses/(gains)(3)			(9,898	)			—				(9,898	)			—
Settlements			(2,715	)			—				(2,715	)			—
Ending balance		$	162,848			$	—			$	162,848			$	—

 

(1)	Arose in connection with the completion of the ETFS Acquisition on April 11, 2018 (See Note 3).

(2)	Recorded as contractual gold payments on the Company’s Consolidated Statements of Operations.

(3)	Recorded as gain on revaluation of deferred consideration on the Company’s Consolidated Statements of Operations.

 

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6. Securities Owned/Sold but Not Yet Purchased

These securities consist of securities classified as trading and available-for-sale, as follows:

 

		June 30, 2018				December 31, 2017
Securities Owned
Trading securities		$	3,719			$	1,691
Available-for-sale debt securities			—				64,603
Total		$	3,719			$	66,294
Securities Sold, but not yet Purchased
Trading securities		$	2,026			$	950
Available-for-sale debt securities			—				—
Total		$	2,026			$	950

Available-for-Sale Debt Securities

The following table summarizes unrealized gains, losses and fair value of the available-for-sale debt securities:

 

		June 30, 2018				December 31, 2017
Cost		$	—			$	65,237
Gross unrealized gains in other comprehensive income			—				—
Gross unrealized losses in other comprehensive income			—				(634	)
Fair value		$	—			$	64,603

During the three and six months ended June 30, 2018, the Company received $4,000 and $64,498, respectively, of proceeds from the sale and maturity of available-for-sale securities and recognized gross realized losses of $23 and $739, respectively.

During the three and six months ended June 30, 2017, the Company received $25,065 and $46,065, respectively, of proceeds from the sale and maturity of available-for-sale securities and recognized gross realized losses of $236 and $412, respectively.

Realized losses have been reclassified out of accumulated other comprehensive income and into the Consolidated Statements of Operations.

7. Securities Held-to-Maturity

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

 

		June 30, 2018				December 31, 2017
Federal agency debt instruments (amortized cost)		$	20,229			$	21,299

The following table summarizes unrealized gains, losses, and fair value of securities held-to-maturity:

 

		June 30, 2018				December 31, 2017
Cost/amortized cost		$	20,229			$	21,299
Gross unrealized gains			5				9
Gross unrealized losses			(1,950	)			(1,257	)
Fair value		$	18,284			$	20,051

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, 2018 or December 31, 2017. The Company does not intend to sell these securities and it is not more-likely-than-not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity.

 

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The following table sets forth the maturity profile of the securities held-to-maturity; however, these securities may be called prior to maturity date:

 

		June 30, 2018				December 31, 2017
Due within one year		$	—			$	1,000
Due one year through five years			6				11
Due five years through ten years			6,025				6,027
Due over ten years			14,198				14,261
Total		$	20,229			$	21,299

8. Note Receivable

On December 29, 2017, the Company committed to provide up to $30,000 in additional working capital to AdvisorEngine Inc. (“AdvisorEngine”) pursuant to an unsecured promissory note (of which $27,000 is currently funded) (See Note 9). The majority of the funds were used by AdvisorEngine to acquire CRM Software, Inc., known as Junxure, a comprehensive client relationship management software and technology provider for financial advisors.

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 paid-in-kind (“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.

In connection with providing funding to AdvisorEngine for the acquisition of Junxure, the Company secured an option to purchase the remaining equity interests in AdvisorEngine. The option was ascribed a fair value of $3,278 (See Note 9) which gave rise to original issue discount reducing the carrying value of the note.

The following is a summary of the outstanding note receivable balance:

 

		June 30, 2018				December 31, 2017
Note receivable (face value)		$	27,000			$	22,000
Less: Original issue discount (“OID”), unamortized			(2,970	)			(3,252	)
Plus: PIK interest			558				—
Total note receivable, net		$	24,588			$	18,748
Commitment remaining		$	3,000			$	8,000

During the three and six months ended June 30, 2018, the Company recognized interest income of $421 and $840, respectively, which included OID amortization and accrued PIK interest. The Company determined that an allowance for credit loss was not necessary at June 30, 2018 and December 31, 2017 as the note receivable was recently issued and no adverse events or circumstances have occurred which may indicate that its carrying amount may not be recoverable. The carrying value of the note receivable at June 30, 2018 and December 31, 2017 approximates fair value as the implied discount rate of the note is similar to observable high yield credit spreads.

The Company’s remaining commitment to provide working capital to AdvisorEngine is $3,000 at June 30, 2018 pursuant to the terms of the note. The additional funding is scheduled to be provided on September 30, 2018 if no event of default (as defined) has occurred and is continuing.

9. Investments, Carried at Cost

The following table sets forth the Company’s investments, carried at cost:

 

		June 30, 2018				December 31, 2017
AdvisorEngine – Preferred stock		$	25,000			$	25,000
AdvisorEngine – Option			3,278				3,278
Thesys Group, Inc. (“Thesys”).			6,909				6,909
Total		$	35,187			$	35,187

 

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AdvisorEngine

Preferred Stock

On November 18, 2016, the Company made a $20,000 strategic investment in AdvisorEngine, an end-to-end wealth management platform which enables individual customization of investment philosophies. The Company and AdvisorEngine also entered into an agreement whereby the Company’s asset allocation models are made available through AdvisorEngine’s open architecture platform and the Company actively introduces the platform to its distribution network. In consideration of its investment, the Company received 11,811,856 shares of Series A convertible preferred shares (“Series A Preferred”).

The Series A Preferred is convertible into common stock at the option of the Company and contains various rights and protections including a non-cumulative 6.0% dividend, payable if and when declared by the board of directors, and a liquidation preference that is senior to all other holders of capital stock of AdvisorEngine.

On April 27, 2017, the Company invested an additional $5,000 in AdvisorEngine to help facilitate AdvisorEngine’s acquisition of Kredible Technologies, Inc., a technology enabled, research-driven practice management firm designed to help advisors acquire new clients, and to continue to fuel AdvisorEngine’s growth, leadership and innovation in the advisor solutions space. The Company received 2,646,062 shares of Series A-1 convertible preferred stock which has substantially the same terms as the Series A Preferred.

The Company’s aggregate equity ownership interest in AdvisorEngine is approximately 47% (or 41% on a fully-diluted basis). The investment is accounted for under the cost method of accounting as it is not considered to be in-substance common stock. No impairment existed at June 30, 2018 or December 31, 2017 and there were no observable price changes during the three and six months ended June 30, 2018.

Option

On December 29, 2017, the Company secured an option to purchase the remaining equity interests in AdvisorEngine, in connection with its commitment to provide up to $30,000 of additional working capital (See Note 8). The option is for a period of approximately one year and is exercisable at a price derived from an agreed-upon enterprise valuation of AdvisorEngine. If exercised, closing of the acquisition would occur no later than January 15, 2019. The fair value of the option was determined to be $3,278 on December 29, 2017, using a Monte Carlo simulation which was predominantly based on unobservable inputs and is therefore classified as Level 3. The enterprise value was derived from unobservable inputs including a weighted average cost of capital (“WACC”) of 27% and an option volatility of 40%. An increase in the WACC would reduce AdvisorEngine’s enterprise value which would reduce the fair value of the option, whereas an increase in the option volatility would increase the fair value of the option.

The option is not accounted for as a derivative as it cannot be net settled and is not readily convertible to cash. Therefore, the option is accounted for under the cost method of accounting and is assessed for impairment on a quarterly basis. No impairment existed at June 30, 2018 or December 31, 2017.

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 18.8% 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 in priority with Thesys’s current preferred stockholders, has a liquidation preference of $0.231 per share, contains various rights and protections and is convertible into common stock at the option of the Company. The warrant is exercisable for five years after closing, at varying exercise prices that increase over time and set at multiples of a pre-determined Thesys valuation (or new valuation if Thesys completes a qualified financing, as defined, within two years). If a claim is brought against Thesys or the Company relating to the settlement, the warrant will be exercisable for 100% of the number of shares of Series Y Preferred issued to the Company at closing.

The Company recorded the Series Y Preferred at its fair value of $6,909 during the second quarter of 2017. The Series Y Preferred is not considered to be in-substance common stock and is therefore accounted for under the cost method of accounting. No impairment existed at June 30, 2018 or December 31, 2017 and there were no observable price changes during the three and six months ended June 30, 2018. 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.

 

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10. Fixed Assets, net

The following table summarizes fixed assets:

 

		June 30, 2018				December 31, 2017
Equipment		$	2,031			$	1,879
Furniture and fixtures			2,391				2,449
Leasehold improvements			10,882				11,037
Less: accumulated depreciation and amortization			(5,276	)			(4,672	)
Total		$	10,028			$	10,693

11. Deferred Consideration

ETFS Capital first acquired Gold Bullion Securities Ltd. (“GBS Issuer”), one of the issuers that the Company acquired as part of the ETFS Acquisition, paying no upfront consideration. Instead, the consideration was deferred and contracted to be paid by ETFS Capital in fixed payments of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold continuing into perpetuity (the “Contractual Gold Payments”).

ETFS Capital’s deferred consideration obligation did not terminate upon the Company’s acquisition of ETFS. Instead, a wholly-owned subsidiary of the Company assumed the obligation by entering into a Gold Royalty Agreement with ETFS Capital, which provides for the same Contractual Gold Payments payable to ETFS Capital in order for ETFS Capital to continue to satisfy its deferred consideration obligation. The Contractual Gold Payments are paid from advisory fee income generated by the physically backed gold exchange-traded products issued by GBS Issuer and any other Company sponsored financial product backed by physical gold (the “Gold ETCs”). The Contractual Gold Payments are subject to adjustment and reduction for declines in advisory fee income generated by the Gold ETCs, 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 recourse back to the Company for any unpaid amounts that exceed advisory fees earned. ETFS Capital ultimately has the right to claw back GBS Issuer if the Company fails to remit any amounts due.

The Company determined the present value of the deferred consideration of $172,746 and $162,848 at April 11, 2018 (date of acquisition) and June 30, 2018, respectively, using forward-looking gold prices which were extrapolated from the last observable price (beyond 2024), discounted at a rate of 10.0%. Current and long-term amounts payable at June 30, 2018 were $11,378 and $151,470, respectively.

During the three months ended June 30, 2018, the Company recognized Contractual Gold Payments expense of $2,715 arising from the fixed payments of physical gold bullion of 2,085 ounces (or 9,500 ounces per annum) and the unwinding of the discount (representing the increase in the carrying amount of the deferred consideration for the passage of time), as well as a gain on the revaluation of deferred consideration of $9,898 due to changes in gold prices.

See Note 5 for a reconciliation of changes in the deferred consideration balance for the three months ended June 30, 2018.    

12. Long-Term Debt

On April 11, 2018 and in connection with the ETFS Acquisition, the Company and WisdomTree International entered into a Credit Agreement, by and among the Company, WisdomTree International, certain subsidiaries of the Company as guarantors, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, collateral agent, L/C Issuer and lender. Under the Credit Agreement, the lenders extended a $200,000 Term Loan to WisdomTree International, the net cash proceeds of which were used by WisdomTree International, together with other cash on hand, to complete the ETFS Acquisition and pay certain fees, costs and expenses, and made a $50,000 Revolver available to the Company and WisdomTree International for revolving borrowings from time to time for working capital, capital expenditures and general corporate purposes. Interest on the Term Loan accrues at a rate per annum equal to LIBOR, plus up to 2.00% (commencing at LIBOR, plus 1.75%), and interest on the Revolver accrues at a rate per annum equal to LIBOR, plus up to 1.50% (commencing at LIBOR, plus 1.25%), in each case, with the exact interest rate margin determined based on the Total Leverage Ratio (as defined below). The Revolver is also subject to a facility fee equal to a rate per annum of up to 0.50% of the actual daily amount of the aggregate commitments (whether used or unused) under the Revolver, with the exact facility fee rate determined based on the Total Leverage Ratio. The Credit Facility matures on April 11, 2021 (the “Maturity Date”). The Term Loan does not amortize and the entire principal balance is due in a single payment on the Maturity Date.

 

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The following table provides a summary of the Company’s outstanding borrowings under the Credit Facility:

 

		June 30, 2018
		Term Loan				Revolver
Amount borrowed		$	200,000			$	—
Unamortized issuance costs			(6,593	)			1,460
Carrying amount		$	193,407			$	1,460
Effective interest rate(1)			4.92	%			n/a

 

(1)	Includes amortization of issuance costs.

During the three months ended June 30, 2018, the Company recognized $2,356 of interest expense on the Credit Facility. Unamortized issuance costs of $1,460 related to the Revolver are included within other noncurrent assets on the Consolidated Balance Sheet.

The Credit Agreement includes a financial covenant that requires that the Company maintain a Total Leverage Ratio, calculated as of the last day of each fiscal quarter commencing with the fiscal quarter ending September 30, 2018, equal to or less than the ratio set forth opposite such fiscal quarter:

 

Fiscal Quarter Ending		Total Leverage Ratio
September 30, 2018			2.75:1.00
December 31, 2018			2.75:1.00
March 31, 2019			2.75:1.00
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.

WisdomTree International’s obligations under the Term Loan and Revolver are unconditionally guaranteed by the Company and certain of its subsidiaries and secured by a lien on substantially all of the present and future property and assets of the Company, WisdomTree International and such subsidiaries, in each case, subject to customary exceptions and exclusions. The Company’s obligations under the Revolver are unconditionally guaranteed by certain of the Company’s wholly-owned domestic 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.

 

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13. Preferred Shares

On April 10, 2018, the Company filed a Certificate of Designations of Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Preferred Shares. The Preferred Shares are intended to provide ETFS Capital with economic rights equivalent to the Company’s common stock on an as-converted basis. The Preferred Shares have no voting rights, are not transferable and have the same priority with regard to dividends, distributions and payments as the common stock.

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 9.99% of the Company’s outstanding common stock immediately after giving effect to such conversion.

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 last trading day prior to the closing of the acquisition.

The following is a summary of the Preferred Share balance:

 

		June 30, 2018
Issuance of Preferred Shares		$	132,750
Less: Issuance costs			(181	)
Preferred Shares – carrying value		$	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 day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000. Such redemption payment will be made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter that begins on a date following the date ETFS Capital exercises such redemption right.

The carrying amount of the Preferred Shares were not adjusted during the three months ended June 30, 2018 as it was not probable that they would become redeemable.

14. Commitments and Contingencies

Contractual Obligations

The Company has entered into obligations under operating leases with initial non-cancelable terms in excess of one year for office space, telephone and data services. Expenses recorded under these agreements for the three months ended June 30, 2018 and 2017 were approximately $1,289 and $1,030, respectively, and for the six months ended June 30, 2018 and 2017 were $2,316 and $2,150, respectively.

Future minimum lease payments with respect to non-cancelable operating leases at June 30, 2018 were approximately as follows:

 

Remainder of 2018		$	2,432
2019			4,332
2020			3,915
2021			3,088
2022 and thereafter			21,300
Total		$	35,067

 

23

AdvisorEngine

At June 30, 2018, the Company had a commitment to provide $3,000 of additional working capital to AdvisorEngine which is scheduled to be provided on September 30, 2018 if no event of default (as defined) has occurred and is continuing (See Note 8).

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

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.

15. 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 voting rights. The Company determined that AdvisorEngine has the characteristics of a VIE.

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 VIE):

 

		June 30, 2018				December 31, 2017
Carrying Amount—Assets
Preferred stock		$	25,000			$	25,000
Note receivable—unsecured			24,588				18,748
Option			3,278				3,278
Total carrying amount—Assets		$	52,866			$	47,026
Maximum exposure to loss		$	55,866			$	55,026

The Company has a remaining commitment to provide working capital to AdvisorEngine of $3,000 at June 30, 2018 pursuant to the terms of the unsecured promissory note (See Note 8). The additional funding is scheduled to be provided on September 30, 2018 if no event of default (as defined) has occurred or is continuing.

16. Revenues from Contracts with Customers

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

 

		Three Months Ended June 30, 2018				Six Months Ended June 30, 2018
Revenues from contracts with customers:
Advisory fees		$	73,778			$	132,234
Other			997				1,445
Total operating revenues		$	74,775			$	133,679

 

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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 17). 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.

See Note 17 for further information including disaggregation of advisory fee revenue and amounts due from customers, all of which are derived from related parties. Advisory fee revenues are also reported by segment as disclosed in Note 23.

17. 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 services, excluding extraordinary expenses, taxes and certain other expenses, which is included in fund management and administration on the Company’s Consolidated Statements of Operations. In exchange, the Company receives fees based on a percentage of the ETF average daily net assets. The advisory agreements may be terminated by the related parties upon notice.

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, 2018				December 31, 2017
Receivable from WTT		$	17,035			$	19,433
Receivable from ETFS Issuers			8,369				—
Receivable from BI and WTI			957				979
Receivable from WTCS			110				97
Receivable from WTAMC			137				87
Total		$	26,608			$	20,596

The following table summarizes revenues from advisory services provided to related parties:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2018				2017				2018				2017
Advisory services provided to WTT		$	52,591			$	53,311			$	107,792			$	103,767
Advisory services provided to ETFS Issuers			17,720				—				17,720				—
Advisory services provided to BI and WTI			2,724				2,125				5,351				4,046
Advisory services provided to WTCS			340				330				656				900
Advisory services provided to WTAMC			403				90				715				171
Total		$	73,778			$	55,856			$	132,234			$	108,884

The Company also has investments in certain WisdomTree ETFs of approximately $2,588 and $1,691 at June 30, 2018 and December 31, 2017, respectively. Losses for the three and six months ended June 30, 2018 and 2017 were less than $100.

 

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18. Stock-Based Awards

The Company grants equity awards to employees and directors which include restricted stock awards, restricted stock units and stock options. Stock options may be issued for terms of ten years and may vest after at least one year and have an exercise price equal to the Company’s stock price on the grant date. Restricted stock awards and restricted stock units are generally valued based on the Company’s stock price on the grant date. The Company estimates the fair value for stock options (when granted) using the Black-Scholes option pricing model. All restricted stock awards, restricted stock units and stock option awards require future service as a condition of vesting with certain awards subject to acceleration under certain conditions.

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.

Stock-based compensation for the three months ended June 30, 2018 and 2017 was $3,529 and $3,530, respectively, and for the six months ended June 30, 2018 and 2017 was $6,838 and $6,951, respectively.    

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

 

		June 30, 2018
		Unrecognized Stock- Based Compensation				Average Remaining Vesting Period (Years)
Employees and directors restricted stock awards		$	19,646				1.85

A summary of stock options, restricted stock and restricted stock unit activity for the three months ended June 30, 2018 is as follows:

 

		Stock Options				Restricted Stock Awards				Restricted Stock Units
Balance at April 1, 2018			985,537				2,319,057				12,096
Granted			—				173,203				—
Exercised/vested			(10,000	)			(145,383	)			—
Forfeitures			—				(14,931	)			—
Balance at June 30, 2018			975,537				2,331,946				12,096

19. Earnings Per Share

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

 

		Three Months Ended June 30,								Six Months Ended June 30,
Basic Earnings per Share		2018				2017				2018				2017
Net income		$	16,724			$	12,105			$	26,148			$	18,985
Less: Income distributed to participating securities			(513	)			(178	)			(584	)			(348	)
Less: Undistributed income allocable to participating securities			(1,101	)			(19	)			(999	)			—
Net income available to common stockholders		$	15,110			$	11,908			$	24,565			$	18,637
Weighted average common shares (in thousands)			149,056				134,557				142,230				134,472
Basic earnings per share		$	0.10			$	0.09			$	0.17			$	0.14

 

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