GRAYSCALE ETHEREUM TRUST The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles inthe United States ("U.S. GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Part II, Item 1A. Risk Factors in this Quarterly Report or in Part I, Item 1A. Risk Factors or other sections of our Annual Report on Form 10-K for the year endedDecember 31, 2020 .
Trust Overview
The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds ETH and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of ETH. As a passive investment vehicle, the Trust's investment objective is for the value of the Shares (based on ETH per Share) to reflect the value of ETH held by the Trust, determined by reference to the Index Price, less the Trust's expenses and other liabilities. To date, the Trust has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of ETH held by the Trust, less the Trust's expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Trust is not managed like a business corporation or an active investment vehicle.
Critical Accounting Policies and Estimates
Investment Transactions and Revenue Recognition
The Trust considers investment transactions to be the receipt of ETH for Share creations and the delivery of ETH for Share redemptions or for payment of expenses in ETH. At this time, the Trust is not accepting redemption requests from shareholders. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor's Fee in ETH.
Principal Market and Fair Value Determination
To determine which market is the Trust's principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust's NAV, the Trust followsFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for ETH in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that ETH is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives ETH from the Authorized Participant and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to the Authorized Participant when assessing entity-specific and market-based volume and level of activity for Digital Asset Markets. The Authorized Participant transacts in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets, each as defined in the FASB ASC Master Glossary. The Authorized Participant, as a related party of the Sponsor, provides information about the Digital Asset Markets on which it transacts to the Trust. In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:
• First, the Trust reviews a list of Digital Asset Markets and excludes any
Digital Asset Markets that are non-accessible to the Trust and the
Authorized Participant(s). The Trust or the Authorized Participant does not
have access to Digital Asset Exchanges that do not have a BitLicense and has
access only to non-Digital Asset Exchange Markets that the Authorized
Participant reasonably believes are operating in compliance with applicable
law, including federal and state licensing requirements, based upon
information and assurances provided to it by each market.
• Second, the Trust sorts the remaining Digital Asset Markets from high to low
by entity-specific and market-based volume and activity of ETH traded on
each Digital Asset Market in the trailing twelve months.
• Third, the Trust then reviews intra-day pricing fluctuations and the degree
of variances in price on Digital Asset Markets to identify any material
notable variances that may impact the volume or price information of a
particular Digital Asset Market.
• Fourth, the Trust then selects a Digital Asset Market as its principal
market based on the highest market volume, activity and price stability in
comparison to the other Digital Asset Markets on the list. Based on
information reasonably available to the Trust, Exchange Markets have the
greatest volume and level of activity for the asset. The Trust therefore
looks to accessible Exchange Markets as opposed to the Brokered Market,
Dealer Market and Principal-to-Principal Markets to determine its
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principal market. As a result of the aforementioned analysis, an Exchange
Market has been selected as the Trust's principal market.
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market's trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market. The cost basis of the investment in ETH recorded by the Trust for financial reporting purposes is the fair value of ETH at the time of transfer. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Company Considerations
The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services - Investment Companies. The Trust uses fair value as its method of accounting for ETH in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Review of Financial Results (unaudited)
Financial Highlights for the Three and Nine Months Ended
(All amounts in the following table and the subsequent paragraphs, except Share and per Share, ETH and price of ETH amounts, are in thousands)
Three Months Ended September 30 ,
Nine Months Ended
2021 2020 2021 2020
Net realized and unrealized
gain on investment in
Ethereum $ 2,357,573 $ 221,305 $ 6,892,778 $ 299,773
Net increase in net assets
resulting from operations $ 2,301,191 $ 216,965 $ 6,756,037 $ 292,902
Net assets $ 9,378,779 $ 803,954 $ 9,378,779 $ 803,954
Net realized and unrealized gain on investment in ETH for the three months ended
September 30, 2021 was $2,357,573 which includes a realized gain of $48,058 on
the transfer of ETH to pay the Sponsor's Fee and net change in unrealized
appreciation on investment in ETH of $2,309,515 . Net realized and unrealized
gain on investment in ETH for the period was driven by ETH price appreciation
from $2,243.98 per ETH as of June 30, 2021 to $2,992.38 per ETH as of
September 30, 2021 . Net increase in net assets resulting from operations was
$2,301,191 for the three months ended September 30, 2021 , which consisted of the
net realized and unrealized gain on investment in ETH, less the Sponsor's Fee of
$56,382 . Net assets increased to $9,378,779 at September 30, 2021 , a 33%
increase for the period. The increase in net assets resulted from the
aforementioned ETH price appreciation, partially offset by the withdrawal of
approximately 19,813 ETH to pay the foregoing Sponsor's Fee.
Net realized and unrealized gain on investment in ETH for the three months ended
September 30, 2020 was $221,305 which includes a realized gain of $1,389 on the
transfer of ETH to pay the Sponsor's Fee and net change in unrealized
appreciation on investment in ETH of $219,916 . Net realized and unrealized gain
on investment in ETH for the period was driven by ETH price appreciation from
$224.96 per ETH as of June 30, 2020 to $355.34 per ETH as of September 30, 2020 .
Net increase in net assets resulting from operations was $216,965 for the three
months ended September 30, 2020 , which consisted of the net realized and
unrealized gain on investment in ETH, less the Sponsor's Fee of $4,340 . Net
assets increased to $803,954 at September 30, 2020 , a 110% increase for the
period. The increase in net assets resulted from the aforementioned ETH price
appreciation and the contribution of approximately 573,201 ETH with a value of
$204,149 to the Trust in connection with Share creations during the period,
partially offset by the withdrawal of approximately 12,524 ETH to pay the
foregoing Sponsor's Fee.
Net realized and unrealized gain on investment in ETH for the nine months ended
September 30, 2021 was $6,892,778 which includes a realized gain of $113,084 on
the transfer of ETH to pay the Sponsor's Fee and net change in unrealized
appreciation on investment in ETH of $6,779,694 . Net realized and unrealized
gain on investment in ETH for the period was driven by ETH price appreciation
from $744.99 per ETH as of December 31, 2020 to $2,992.38 per ETH as of
September 30, 2021 . Net increase in net assets resulting from operations was
$6,756,037 for the nine months ended September 30, 2021 , which consisted of the
net realized and
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-------------------------------------------------------------------------------- unrealized gain on investment in ETH, less the Sponsor's Fee of$136,741 . Net assets increased to$9,378,779 atSeptember 30, 2021 , a 329% increase for the period. The increase in net assets resulted from the aforementioned ETH price appreciation and the contribution of approximately 255,555 ETH with a value of$434,615 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 58,457 ETH to pay the foregoing Sponsor's Fee. Net realized and unrealized gain on investment in ETH for the nine months endedSeptember 30, 2020 was$299,773 which includes a realized gain of$1,046 on the transfer of ETH to pay the Sponsor's Fee and net change in unrealized appreciation on investment in ETH of$298,727 . Net realized and unrealized gain on investment in ETH for the period was driven by ETH price appreciation from$127.86 per ETH as ofDecember 31, 2019 to$355.34 per ETH as ofSeptember 30, 2020 . Net increase in net assets resulting from operations was$292,902 for the nine months endedSeptember 30, 2020 , which consisted of the net realized and unrealized gain on investment in ETH, less the Sponsor's Fee of$6,871 . Net assets increased to$803,954 atSeptember 30, 2020 , a 1,165% increase for the period. The increase in net assets resulted from the aforementioned ETH price appreciation and the contribution of approximately 1,790,790 ETH with a value of$447,512 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 25,251 ETH to pay the foregoing Sponsor's Fee.
Off-Balance Sheet Arrangements
The Trust is not a party to any off-balance sheet arrangements.
Cash Resources and Liquidity
The Trust has not had a cash balance at any time since inception. When selling ETH, Incidental Rights and/or IR Virtual Currency in the Digital Asset Market to pay Additional Trust Expenses, the Sponsor endeavors to sell the exact number of ETH, Incidental Rights and/or IR Virtual Currency needed to pay expenses in order to minimize the Trust's holdings of assets other than ETH. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. In exchange for the Sponsor's Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the periods covered by this Quarterly Report was the Sponsor's Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.
Selected Operating Data
Three Months Ended September 30 ,
Nine Months Ended
2021 2020 (1) 2021 2020 (1)
Ethereum:
Opening balance 3,154,033 1,701,815 2,937,122 496,953
Creations - 573,201 255,555 1,790,790
Sponsor's Fee, related party (19,813 ) (12,524 ) (58,457 ) (25,251 )
Closing balance 3,134,220 2,262,492 3,134,220 2,262,492
Accrued but unpaid Sponsor's
Fee, related party - - - -
Net closing balance 3,134,220 2,262,492 3,134,220 2,262,492
Number of Shares:
Opening balance 310,158,500 163,219,500 285,269,400 47,071,800
Creations - 55,145,700 24,889,100 171,293,400
Closing balance 310,158,500 218,365,200 310,158,500 218,365,200
As of September 30,
2021 2020 (1)
Price of ETH on principal market (2)
$ 30.24 $ 3.68 Index Price$ 2,954.78 $ 356.33
(1) Share and per Share amounts for periods presented prior to the Share Split
have been retroactively adjusted for the 9-for-1 Share Split of the Trust's
issued and outstanding Shares completed on December 17, 2020 .
(2) The Trust performed an assessment of the principal market at September 30,
2021 and 2020, and identified the principal market as Coinbase Pro.
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(3) As of
fair value of ETH based on the price provided by Coinbase Pro, the Digital
Asset Exchange that the Trust currently considers its principal market, as
of
(4)
as represented by the Index as of
date.
non-GAAP methodology where the volume-weighted average price is derived from
multiple Digital Asset Exchanges. See "Item 1. Business-Trust Objective and
Key Operating Metrics" in the Trust's Annual Report on Form 10-K for a
description of the
Asset Exchanges used to calculate the Index Price as of
and 2020 were Coinbase Pro,
For accounting purposes, the Trust reflects creations and the ETH receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite number of ETH is received. At this time, the Trust is not accepting redemption requests from shareholders. Subject to receipt of regulatory approval from theSEC and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program. The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program. As ofSeptember 30, 2021 , the Trust had a net closing balance with a value of$9,260,932,219 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2021 , the Trust had a total market value of$9,378,778,912 , based on the principal market (Coinbase Pro). As ofSeptember 30, 2020 , the Trust had a net closing balance with a total value of$806,193,731 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2020 , the Trust had a total market value of$803,953,864 , based on the principal market (Coinbase Pro).
Historical
As movements in the price of ETH will directly affect the price of the Shares, investors should understand recent movements in the price of ETH. Investors, however, should also be aware that past movements in the ETH price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.
The following chart illustrates the movement in the
[[Image Removed]]
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The following table illustrates the movements in the Index Price from the
beginning of the Trust's operations on December 14, 2017 to September 30, 2021 .
Since the beginning of the Trust's operations, the Index Price has ranged from
$84.31 to $4,190.44 , with the straight average being $719.83 through
September 30, 2021 . The Sponsor has not observed a material difference between
the Index Price and average prices from the constituent Digital Asset Exchanges
individually or as a group.
High Low
Last
business
Period Average Index Price Date Index Price Date End of period day
December 14, 2017 (the
first Creation Basket of
the Trust) to September 30,
2018 $ 593.06 $ 1,314.70 1/10/2018 $ 175.22 9/12/2018 $ 232.59 $ 226.56
Twelve months ended
September 30, 2019 $ 179.49 $ 337.35 6/26/2019 $ 84.31 12/14/2018 $ 172.92 $ 172.92
Twelve months ended
September 30, 2020 $ 222.93 $ 461.10 9/1/2020 $ 114.54 3/16/2020 $ 356.33 $ 356.33
Twelve months ended
September 30, 2021 $ 1,859.52 $ 4,190.44 5/12/2021 $ 338.98 10/7/2020 $ 2,954.78 $ 2,954.78
December 14, 2017 (the
first Creation Basket of
the Trust) to September 30,
2021 $ 719.83 $ 4,190.44 5/12/2021 $ 84.31 12/14/2018 $ 2,954.78 $ 2,954.78
The following table illustrates the movements in the Digital Asset Market price
of ETH, as reported on the Trust's principal market, from the beginning of the
Trust's operations on December 14, 2017 to September 30, 2021 . Since the
beginning of the Trust's operations, the price of ETH has ranged from $82.34 to
$4,089.92 , with the straight average being $722.98 .
High Low
Digital
Digital Asset Last
Asset Market Market business
Period Average Price Date Price Date End of period day
December 14, 2017 (the
first Creation Basket of
the Trust) to September 30,
2018 $ 596.80 $ 1,418.61 1/13/2018 $ 179.69 9/12/2018 $ 232.47 $ 222.08
Twelve months ended
September 30, 2019 $ 179.99 $ 350.76 6/26/2019 $ 82.34 12/14/2018 $ 178.13 $ 178.13
Twelve months ended
September 30, 2020 $ 223.47 $ 476.23 9/1/2020 $ 110.29 3/16/2020 $ 355.34 $ 355.34
Twelve months ended
September 30, 2021 $ 1,867.44 $ 4,089.92 5/12/2021 $ 340.17 10/6/2020 $ 2,992.38 $ 2,992.38
December 14, 2017 (the
first Creation Basket of
the Trust) to September 30,
2021 $ 722.98 $ 4,089.92 5/12/2021 $
82.34
The following chart sets out the historical closing prices for the Shares as
reported by OTCQX and the
ETHE Premium/(Discount): ETHE Share Price vs.Digital Asset Holdings per Share ($) [[Image Removed]] 19
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The following chart sets out the historical premium and discount for the Shares
as reported by OTCQX and the
ETHE Premium/(Discount): ETHE Share Price vs.Digital Asset Holdings per Share (%) [[Image Removed]] 20
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