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, 2021 .
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
15--------------------------------------------------------------------------------
determine its 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 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
2022 2021
Net realized and unrealized (loss) gain on investment in Ethereum$ (1,129,682 ) $
3,436,598
Net (decrease) increase in net assets resulting from operations$ (1,185,900 ) $ 3,407,328 Net assets$ 10,165,791 $ 6,030,070 Net realized and unrealized loss on investment in ETH for the three months endedMarch 31, 2022 was ($1,129,682 ) which includes a realized gain of$48,176 on the transfer of ETH to pay the Sponsor's Fee and net change in unrealized depreciation on investment in ETH of ($1,177,858 ). Net realized and unrealized loss on investment in ETH for the period was driven by ETH price depreciation from$3,644.75 per ETH as ofDecember 31, 2021 to$3,284.17 per ETH as ofMarch 31, 2022 . Net decrease in net assets resulting from operations was ($1,185,900 ) for the three months endedMarch 31, 2022 , which consisted of the net realized and unrealized loss on investment in ETH, plus the Sponsor's Fee of$56,218 . Net assets decreased to$10,165,791 atMarch 31, 2022 , a 10% decrease for the period. The decrease in net assets resulted from the aforementioned ETH price depreciation and the withdrawal of approximately 19,141 ETH to pay the foregoing Sponsor's Fee. Net realized and unrealized gain on investment in ETH for the three months endedMarch 31, 2021 was$3,436,598 which includes a realized gain of$22,223 on the transfer of ETH to pay the Sponsor's Fee and net change in unrealized appreciation on investment in ETH of$3,414,375 . Net realized and unrealized gain on investment in ETH for the period was driven by ETH price appreciation from$744.99 per ETH as ofDecember 31, 2020 to$1,899.98 per ETH as ofMarch 31, 2021 . Net increase in net assets resulting from operations was$3,407,328 for the three months endedMarch 31, 2021 , which consisted of the net realized and unrealized gain on investment in ETH, less the Sponsor's Fee of$29,270 . Net assets increased to$6,030,070 atMarch 31, 2021 , a 176% increase for the period. The increase in net assets resulted from the aforementioned ETH price appreciation and the contribution of approximately 255,556 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 18,924 ETH to pay the foregoing Sponsor's Fee.
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,
16--------------------------------------------------------------------------------
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. Furthermore, the Trust is not a party to any off-balance sheet arrangements.
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 March 31,
2022 2021
Ethereum:
Opening balance 3,114,532 2,937,122
Creations - 255,556
Sponsor's Fee, related party (19,141 ) (18,924 )
Closing balance 3,095,391 3,173,754
Accrued but unpaid Sponsor's Fee, related party - -
Net closing balance 3,095,391 3,173,754
Number of Shares:
Opening balance 310,158,500 285,269,400
Creations - 24,889,100
Closing balance 310,158,500 310,158,500
As of March 31,
2022 2021
Price of ETH on principal market (1)
$ 32.78 $ 19.44 Index Price$ 3,287.56 $ 1,900.34
(1)
The Trust performed an assessment of the principal market atMarch 31, 2022 and 2021, and identified the principal market as Coinbase Pro. (2) As ofMarch 31, 2022 and 2021 the NAV per Share was calculated using the 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 of4:00 p.m. ,New York time, on the valuation date. (3)The Trust's Digital Asset Holdings per Share is derived from the Index Price as represented by the Index as of4:00 p.m. ,New York time, on the valuation date.The Trust's Digital Asset Holdings per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Exchanges. See "Item 1. Business-Overview of the ETH Industry and Market-ETH Value-The Index and the Index Price" in the Trust's Annual Report on Form 10-K for a description of theTrust's Digital Asset Holdings per Share. The Digital Asset Exchanges used to calculate the Index Price as ofMarch 31, 2022 and 2021 were Coinbase Pro,Bitstamp , Kraken and LMAX Digital. 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 ofMarch 31, 2022 , the Trust had a net closing balance with a value of$10,176,284,713 , based on the Index Price (non-GAAP methodology). As ofMarch 31, 2022 , the Trust had a total market value of$10,165,791,337 , based on the principal market (Coinbase Pro). As ofMarch 31, 2021 , the Trust had a net closing balance with a total value of$6,031,212,151 , based on the Index Price (non-GAAP methodology). As ofMarch 31, 2021 , the Trust had a total market value of$6,030,069,599 , based on the principal market (Coinbase Pro). 17
--------------------------------------------------------------------------------
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: img23699552_0.jpg]]
The following table illustrates the movements in the Index Price from the
beginning of the Trust's operations on December 14, 2017 to March 31, 2022 .
Since the beginning of the Trust's operations, the Index Price has ranged from
$82.41 to $4,776.32 , with the straight average being $1,047.85 through March 31,
2022 . 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 March 31,
2018 $ 837.07 $ 1,417.83 1/13/2018 $
381.26
$ 300.20 $ 808.02 5/5/2018 $
82.41
$ 194.09 $ 350.60 6/26/2019 $
109.83
$ 641.22 $ 1,987.17 2/20/2021 $
130.15
$ 3,120.63 $ 4,776.32 11/9/2021$ 1,784.40 6/26/2021$ 3,287.56 $ 3,287.56 December 14, 2017 (the first Creation Basket of the Trust) to March 31, 2022$ 1,047.85 $ 4,776.32 11/9/2021$ 82.41 12/14/2018$ 3,287.56 $ 3,287.56 18
-------------------------------------------------------------------------------- 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 onDecember 14, 2017 toMarch 31, 2022 . Since the beginning of the Trust's operations, the price of ETH has ranged from$82.34 to$4,776.95 , with the straight average being$1,047.94 . High Low Digital Digital Last Asset Market Asset Market business Period Average Price Date Price Date End of period dayDecember 14, 2017 (the first Creation Basket of the Trust) to March 31, 2018$ 837.77 $ 1,418.61 1/13/2018 $
381.51
$ 300.21 $ 806.00 5/5/2018 $
82.34
$ 194.10 $ 350.76 6/26/2019 $
110.29
$ 641.25 $ 1,987.10 2/20/2021 $
130.22
$ 3,120.74 $ 4,776.95 11/9/2021$ 1,785.68 6/26/2021$ 3,284.17 $ 3,284.17 December 14, 2017 (the first Creation Basket of the Trust) to March 31, 2022$ 1,047.94 $ 4,776.95 11/9/2021 $
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: img23699552_1.jpg]] 19
--------------------------------------------------------------------------------
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: img23699552_2.jpg]] 20
--------------------------------------------------------------------------------
© Edgar Online, source
