19. Income Taxes

Effective Income Tax Rate – Three and nine months ended September 30, 2022

The Company’s effective income tax rate during the three months ended September 30, 2022 of 3.9% resulted in income tax expense of $3,327. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due a

non-taxable

gain on revaluation of deferred consideration. This was partly offset an increase in the deferred tax asset valuation allowance on losses recognized on securities owned.

The Company’s effective income tax rate during the nine months ended September 30, 2022 of negative 15.7% resulted in an income tax benefit of $10,713. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a $19,897 reduction in unrecognized tax benefits (including interest and penalties), a

non-taxable

gain on revaluation of deferred consideration and a lower tax rate on foreign earnings. These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on securities owned.

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

The Company’s effective income tax rate during the three months ended September 30, 2021 of 7.9% resulted in income tax expense of $500. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to a lower tax rate on foreign earnings and a

non-taxable

gain on revaluation of deferred consideration, partly offset by higher

non-deductible

compensation.

The Company’s effective income tax rate for the nine months ended September 30, 2021 of 6.7% resulted in income tax expense of $2,790. The effective income tax rate differs from the federal statutory rate of 21% primarily due to a $5,171 reduction in unrecognized tax benefits, a lower tax rate on foreign earnings and a

non-taxable

gain on revaluation of deferred consideration. These items were partly offset by tax shortfalls associated with the vesting and exercise of stock-based compensation and

non-deductible

executive compensation.

Deferred Tax Assets

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


	September 30, 2022		December 31, 2021
Deferred tax assets:
Capital losses	$	17,033	$	16,601
Accrued expenses		4,228		4,993
Unrealized losses		3,938		614
NOLs—Foreign		1,607		1,934
Goodwill and intangible assets		1,133		1,276
Stock-based compensation		1,107		1,359
Interest carryforwards		321		437
NOLs—U.S.		255		382
Foreign currency translation adjustment		169		—
Outside basis differences		122		122
Other		354		376

Deferred tax assets		30,267		28,094

Deferred tax liabilities:
Fixed assets and prepaid assets		422		257
Unremitted earnings—International subsidiaries		198		118
Foreign currency translation adjustment		—		181

Deferred tax liabilities		620		556

Total deferred tax assets less deferred tax liabilities		29,647		27,538
Less: Valuation allowance		(22,700)		(18,657)

Deferred tax assets, net	$	6,947	$	8,881

Net Operating and Capital Losses—U.S.

The Company’s tax effected net operating losses (“NOLs”) at September 30, 2022 were $255, which expire in 2024. The net operating loss carryforwards have been reduced by the impact of annual limitations described in the Internal Revenue Code Section 382 that arose as a result of an ownership change.

The Company’s tax effected capital losses at September 30, 2022 were $17,033. These capital losses expire between the years 2023 and 2027.

Net Operating Losses—International

One of the Company’s European subsidiaries generated NOLs outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely, were $1,607 at September 30, 2022.

Valuation Allowance

The Company’s valuation allowance has been established on its net capital losses, international net operating losses, unrealized losses and outside basis differences, as it is

more-likely-than-not

that these deferred tax assets will not be realized.

Uncertain Tax Positions

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.

In connection with the ETFS Acquisition, the Company accrued a liability for uncertain tax positions and interest and penalties at the acquisition date. The Company also recorded an offsetting indemnification asset provided by ETFS Capital as part of its agreement to indemnify the Company for any potential claims. The table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits:


	Total			Unrecognized Tax Benefits			Interest and Penalties
Balance on January 1, 2022	$	21,925		$	18,218		$	3,707
Decrease—Settlements (1)		(13,052	)		(11,865	)		(1,187	)
Decrease—Lapse of statute of limitations (1)		(6,845	)		(4,825	)		(2,020	)
Increases		7			—			7
Foreign currency translation (2)		(583	)		(485	)		(98	)

Balance at March 31, 2022	$	1,452		$	1,043		$	409
Increases		7			—			7
Foreign currency translation (2)		(108	)		(78	)		(30	)

Balance at June 30, 2022	$	1,351		$	965		$	386
Increases		6			—			6
Foreign currency translation (2)		(137	)		(98	)		(39	)

Balance at September 30, 2022	$	1,220		$	867		$	353

(1)

In January 2022, an audit of ManJer’s tax returns (a Jersey-based subsidiary) for the years ended December 31, 2014, 2016, 2017 and 2018 were resolved in favor of ManJer. The settlement, as well as the reduction in unrecognized tax benefits from the lapse of the statute of limitations totaling $19,897 during the three months ended March 31, 2022, was recorded as an income tax benefit with an equal and offsetting amount recorded in other losses, net, to recognize a reduction in the indemnification asset. During the three months ended March 31, 2021, an income tax benefit of $5,171 was recorded along with an equal and offsetting amount in other losses, net.

(2)	The gross unrecognized tax benefits were accrued in British pounds.

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

non-current

liabilities in the Consolidated Balance Sheets. It is reasonably possible that these unrecognized tax benefits will reduce to zero in the next 12 months upon lapsing of the statute of limitations. If recognized, these unrecognized tax benefits would impact the effective tax rate. The recognition of any unrecognized tax benefits would result in an equal and offsetting adjustment to the indemnification asset which would be recorded in income before taxes due to the indemnity for any potential claims.

Income Tax Examinations

The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. As of September 30, 2022, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2017.

ManJer’s tax returns (a Jersey-based subsidiary) were previously under review for the years ended December 31, 2014, 2016, 2017 and 2018. In January 2022, the audit was resolved in favor of ManJer. In addition, the Company’s tax returns were previously under review by the State of Michigan for the years ended 2017 through 2020. In August 2022, the audit was resolved in favor of the Company.

Undistributed Earnings of Foreign Subsidiaries

ASC

740-30,

Income Taxes, provides guidance that US companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested. The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $198 and $118 at September 30, 2022 and December 31, 2021, respectively.