GRAYSCALE BITCOIN TRUST ETF - USD 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 Bitcoins and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of Bitcoins. As a passive investment vehicle, the Trust's investment objective is for the value of the Shares (based on Bitcoin per Share) to reflect the value of Bitcoins 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 Bitcoins 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 Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions or for payment of expenses in Bitcoin. 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 Bitcoin.
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 Bitcoin 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 Bitcoin 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 Bitcoin 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 Bitcoin 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 Bitcoin recorded by the Trust for financial reporting purposes is the fair value of Bitcoin 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 Bitcoin 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 per Share, Bitcoin and price of Bitcoin amounts, are in thousands)
Three Months Ended September 30 ,
Nine Months Ended
2021 2020 2021 2020
Net realized and unrealized
gain on investment in
Bitcoin $ 5,703,333 $ 582,443 $ 9,021,257 $ 1,128,266
Net increase in net assets
resulting from operations $ 5,566,037 $ 560,362 $ 8,588,187 $ 1,079,589
Net assets $ 28,209,892 $ 4,816,619 $ 28,209,892 $ 4,816,619
Net realized and unrealized gain on investment in Bitcoin for the three months
ended September 30, 2021 was $5,703,333 which includes a realized gain of
$100,200 on the transfer of Bitcoins to pay the Sponsor's Fee and net change in
unrealized appreciation on investment in Bitcoin of $5,603,133 . Net realized and
unrealized gain on investment in Bitcoin for the period was driven by Bitcoin
price appreciation from $34,764.81 per Bitcoin as of June 30, 2021 to $43,529.16
per Bitcoin as of September 30, 2021 . Net increase in net assets resulting from
operations was $5,566,037 for the three months ended September 30, 2021 , which
consisted of the net realized and unrealized gain on investment in Bitcoin, less
the Sponsor's Fee of $137,296 . Net assets increased to $28,209,892 at
September 30, 2021 , a 25% increase for the period. The increase in net assets
resulted from the aforementioned Bitcoin price appreciation, partially offset by
the withdrawal of approximately 3,275 Bitcoin to pay the foregoing Sponsor's
Fee.
Net realized and unrealized gain on investment in Bitcoin for the three months
ended September 30, 2020 was $582,443 which includes a realized gain of $10,694
on the transfer of Bitcoins to pay the Sponsor's Fee and net change in
unrealized appreciation on investment in Bitcoin of $571,749 . Net realized and
unrealized gain on investment in Bitcoin for the period was driven by Bitcoin
price appreciation from $9,134.09 per Bitcoin as of June 30, 2020 to $10,708.57
per Bitcoin as of September 30, 2020 . Net increase in net assets resulting from
operations was $560,362 for the three months ended September 30, 2020 , which
consisted of the net realized and unrealized gain on investment in Bitcoin, less
the Sponsor's Fee of $22,081 . Net assets increased to $4,816,619 at
September 30, 2020 , a 36% increase for the period. The increase in net assets
resulted from the aforementioned Bitcoin price appreciation and the contribution
of approximately 65,143 Bitcoin with a value of $723,893 to the Trust in
connection with Share creations during the period, partially offset by the
withdrawal of approximately 2,075 Bitcoin to pay the foregoing Sponsor's Fee.
Net realized and unrealized gain on investment in Bitcoin for the nine months
ended September 30, 2021 was $9,021,257 which includes a realized gain of
$324,729 on the transfer of Bitcoins to pay the Sponsor's Fee and net change in
unrealized appreciation on investment in Bitcoin of $8,696,528 . Net realized and
unrealized gain on investment in Bitcoin for the period was driven by Bitcoin
price appreciation from $29,185.05 per Bitcoin as of December 31, 2020 to
$43,529.16 per Bitcoin as of September 30, 2021 . Net increase in net assets
resulting from operations was $8,588,187 for the nine months ended September 30,
2021 , which consisted of the
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net realized and unrealized gain on investment in Bitcoin, less the Sponsor's
Fee of $433,070 . Net assets increased to $28,209,892 at September 30, 2021 , a
59% increase for the period. The increase in net assets resulted from the
aforementioned Bitcoin price appreciation and the contribution of approximately
50,739 Bitcoin with a value of $1,905,227 to the Trust in connection with Share
creations during the period, partially offset by the withdrawal of approximately
9,709 Bitcoin to pay the foregoing Sponsor's Fee.
Net realized and unrealized gain on investment in Bitcoin for the nine months
ended September 30, 2020 was $1,128,266 which includes a realized gain of
$24,275 on the transfer of Bitcoins to pay the Sponsor's Fee and net change in
unrealized appreciation on investment in Bitcoin of $1,103,991 . Net realized and
unrealized gain on investment in Bitcoin for the period was driven by Bitcoin
price appreciation from $7,145.00 per Bitcoin as of December 31, 2019 to
$10,708.57 per Bitcoin as of September 30, 2020 . Net increase in net assets
resulting from operations was $1,079,589 for the nine months ended September 30,
2020 , which consisted of the net realized and unrealized gain on investment in
Bitcoin, less the Sponsor's Fee of $48,677 . Net assets increased to $4,816,619
at September 30, 2020 , a 158% increase for the period. The increase in net
assets resulted from the aforementioned Bitcoin price appreciation and the
contribution of approximately 193,802 Bitcoin with a value of $1,870,812 to the
Trust in connection with Share creations during the period, partially offset by
the withdrawal of approximately 5,203 Bitcoin 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 Bitcoins, 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 Bitcoins, Incidental Rights and/or IR Virtual Currency needed to pay expenses in order to minimize the Trust's holdings of assets other than Bitcoin. 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 2021 2020
Bitcoins:
Opening balance 651,344 386,723 607,039 261,192
Creations - 65,143 50,739 193,802
Sponsor's Fee, related
party (3,275 ) (2,075 ) (9,709 ) (5,203 )
Closing balance 648,069 449,791 648,069 449,791
Accrued but unpaid
Sponsor's Fee, related
party - - - -
Net closing balance 648,069 449,791 648,069 449,791
Number of Shares:
Opening balance 692,370,100 402,941,400 638,906,600 269,445,300
Creations - 68,081,300 53,463,500 201,577,400
Closing balance 692,370,100 471,022,700 692,370,100 471,022,700
As of September 30,
2021 2020
Price of Bitcoin on principal market (1)
$ 40.74 $ 10.23 Index Price$ 42,937.86 $ 10,748.51
(1) The Trust performed an assessment of the principal market atSeptember 30, 2021 and 2020, and identified the principal market as Coinbase Pro. 17
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(2) As of
fair value of Bitcoin based on the price provided by Coinbase Pro, the
Digital Asset Exchange that the Trust currently considers its principal
market, as of
(3)
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 Bitcoins 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 Bitcoins 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. OnOctober 19, 2021 ,NYSE Arca, Inc. ("NYSE Arca") filed an application with theSEC pursuant to Rule 19b-4 under the Exchange Act to list the Shares of theTrust on NYSE Arca . As of the date of this filing, the NYSE Arca 19b-4 application has not been approved by theSEC and the Trust has not obtained relief from theSEC under 17 CFR §§ 242.101 and 102, and the Trust makes no representation as to when or if such approval and relief will be obtained. As ofSeptember 30, 2021 , the Trust had a net closing balance with a value of$27,826,688,005 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2021 , the Trust had a total market value of$28,209,891,095 , based on the principal market (Coinbase Pro). As ofSeptember 30, 2020 , the Trust had a net closing balance with a total value of$4,834,583,325 , based on the Index Price (non-GAAP methodology). As ofSeptember 30, 2020 , the Trust had a total market value of$4,816,618,672 , based on the principal market (Coinbase Pro).
Historical
As movements in the price of Bitcoin will directly affect the price of the Shares, investors should understand recent movements in the price of Bitcoin. Investors, however, should also be aware that past movements in the Bitcoin 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 September 25, 2013 to September 30, 2021 .
Since the beginning of the Trust's operations, the Index Price has ranged from
$117.03 to $63,357.52 , with the straight average being $8,052.83 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
Period Average Index Price Date Index Price Date End of period business day
Twelve months ended
September 30, 2017 $ 1,784.44 $ 4,793.03 9/1/2017 $ 605.59 10/1/2016 $ 4,136.77 $ 4,136.77
Twelve months ended
September 30, 2018 $ 8,537.84 $ 18,756.45 12/18/2017 $ 4,136.77 10/1/2017 $ 6,586.74 $ 6,664.78
Twelve months ended
September 30, 2019 $ 6,613.53 $ 12,681.53 7/10/2019 $ 3,228.07 12/14/2018 $ 8,065.08 $ 8,065.08
Twelve months ended
September 30, 2020 $ 8,874.05 $ 12,147.33 8/18/2020 $ 5,050.07 3/16/2020 $ 10,748.51 $ 10,748.51
Twelve months ended
September 30, 2021 $ 37,455.59 $ 63,357.52 4/14/2021 $ 10,517.96 10/2/2020 $ 42,937.86 $ 42,937.86
September 25, 2013 (the first
Creation Basket of the Trust)
to September 30, 2021 $ 8,052.83 $ 63,357.52 4/14/2021 $ 117.03 10/3/2013 $ 42,937.86 $ 42,937.86
The following table illustrates the movements in the Digital Asset Market price
of Bitcoin, as reported on the Trust's principal market, from the beginning of
the Trust's operations on September 25, 2013 to September 30, 2021 . Since the
beginning of the Trust's operations, the price of Bitcoin has ranged from
$110.83 to $63,466.92 , with the straight average being $8,078.56 .
High Low
Digital Asset Digital Asset Last
Period Average Market Price Date Market Price Date End of period business day
Twelve months ended
September 30, 2017 $ 1,792.56 $ 4,871.83 9/1/2017 $ 607.73 10/4/2016 $ 4,332.53 $ 4,168.33
Twelve months ended
September 30, 2018 $ 8,601.17 $ 19,433.21 12/16/2017 $ 4,208.00 10/4/2017 $ 6,588.01 $ 6,675.09
Twelve months ended
September 30, 2019 $ 6,637.57 $ 13,849.81 6/26/2019 $ 3,164.61 12/14/2018 $ 8,283.71 $ 8,283.71
Twelve months ended
September 30, 2020 $ 8,882.90 $ 12,342.86 8/17/2020 $ 4,950.39 3/16/2020 $ 10,708.57 $ 10,708.57
Twelve months ended
September 30, 2021 $ 37,558.18 $ 63,466.92 4/15/2021 $ 10,515.13 10/2/2020 $ 43,529.16 $ 43,529.16
September 25, 2013 (the first
Creation Basket of the Trust)
to September 30, 2021 $ 8,078.56 $ 63,466.92 4/15/2021
The following chart sets out the historical closing prices for the Shares as
reported by OTCQX and the
GBTC Premium/(Discount): GBTC 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
GBTC Premium/(Discount): GBTC Share Price vs.Digital Asset Holdings per Share (%) [[Image Removed]] 20
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