Wisdomtree Investments, Inc. Annual Report 2017
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WisdomTree Investments, Inc. Annual Report 2017 April 30, 2018 Dear Fellow Stockholders, It was a transformational year for WisdomTree. Despite the continued slide of the U.S. dollar to multi-year lows further pressuring our largest exposures, WisdomTree is situated better than ever to capitalize on accelerating global ETP growth. We continued to invest in the business, positioning the firm to generate strong diversified growth. Several accomplishments and trends give me confidence we have been making the right investments and have reached an important inflection point. In November 2017, we announced the acquisition of the European exchange traded commodity, currency and short-and- leveraged business of ETF Securities. The transaction, which closed in April 2018, makes WisdomTree an even stronger and more competitive global organization. ETF Securities was an industry pioneer with a 14-year track record, a leadership position in the commodities sector and an entrepreneurial spirit and history similar to WisdomTree. Combined with our existing European business, WisdomTree became a top-10 European ETP sponsor with nearly $20 billion of AUM and a deep presence on the largest and most important distribution platforms in Europe. We anticipate the enhanced distribution reach and added resources will accelerate growth of our assets in the region, the second largest and second most important ETF market in the world. In addition to accelerated growth, the commodities focus of ETF Securities’ AUM complements our existing asset base, resulting in improved diversification. Beyond the strategic benefits, the transaction was immediately and highly accretive to earnings and significantly additive to our franchise value. In October 2017, we formally launched our Advisor Solutions program. The strong performance generated by WisdomTree’s proprietary methodologies over the past 11+ years is crucial, but the most successful asset managers will provide financial intermediaries more than just strong performing product. Our solutions program is differentiated, technology-focused and designed to empower financial intermediaries to deliver a better client experience, grow their businesses, increase operating efficiency and manage talent. Through our investment in AdvisorEngine Inc., financial intermediaries can leverage an end-to-end wealth management technology platform designed to drive scalable growth. Our asset allocation services delivered through model portfolios help advisors seeking to outsource asset allocation to focus on areas where they add more value to their clients. Our technology driven portfolio construction services improve clients’ understanding of key portfolio drivers and educate clients on how WisdomTree products can enhance desired portfolio outcomes. Our practice management program brings industry thought leaders to advisors to educate and advise on topics and issues they see as most pressing to their businesses. We also continued to invest in products and distribution. WisdomTree remains a driver of ETP innovation globally and in 2017 we listed new products in the U.S., Europe and Canada across a range of asset classes. We continued to expand our distribution reach with noteworthy milestones, including the commercialization of our model portfolios on several platforms such as Envestnet and our inclusion in TD Ameritrade’s commission free ETF platform. Our prominent position on TD Ameritrade’s commission free ETF platform and Model Marketplace would not have been possible without the investments the firm has made over the past decade in people and products. While still early and not enough, we are seeing encouraging signs that our investments are beginning to pay off. The average number of products with net creations on a daily basis is at record levels; the number of funds with inflows on a quarterly basis is at record levels; we are doing business with more advisors than ever and the average advisor owns more WisdomTree products than ever. Our conversations with both financial intermediaries and institutional investors are broader and deeper than any other time in the firm’s history. WisdomTree has made the investments in people, products, geographies and technology to garner a larger market share of the growing ETP flow pie while driving strong financial results for stockholders. In closing, I wish to thank the entire WisdomTree team for their dedication and passion. And to all our stockholders, thank you for your continued support and interest in WisdomTree. Sincerely, Jonathan Steinberg Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 2017 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 (IRS Employer incorporation or organization) Identification No.) 245 Park Avenue, 35th Floor New York, New York 10167 (Address of principal executive offices) (Zip Code) 212-801-2080 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common Stock, $0.01 par value The NASDAQ Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. È Yes ‘ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ‘ Yes È No 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 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. È 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). È Yes ‘ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ 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 È 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 È At June 30, 2017, the aggregate market value of the registrant’s Common Stock held by non-affiliates (computed by reference to the closing sale price of such shares on the NASDAQ Global Select Market on June 30, 2017) was $1,163,237,847. At February 16, 2018, there were 137,731,285 shares of the registrant’s Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Stockholders to be held in 2018, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. WISDOMTREE INVESTMENTS, INC. Form 10-K For the Fiscal Year Ended December 31, 2017 TABLE OF CONTENTS Page PART I ............................................................................... 2 Item 1. Business .................................................................... 2 Item 1A. Risk Factors ................................................................ 28 Item 1B. Unresolved Staff Comments ................................................... 42 Item 2. Properties ................................................................... 42 Item 3. Legal Proceedings ............................................................ 42 Item 4. Mine Safety Disclosures ........................................................ 42 PART II .............................................................................. 43 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ..............................................................