abrdn Palladium ETF Trust - Quarter Report: 2012 June (Form 10-Q)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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Form 10-Q |
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x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended June 30, 2012 |
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or |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period from _____________ to _____________ |
Commission File Number: 001-34589
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ETFS PALLADIUM TRUST |
(Exact name of registrant as specified in its charter) |
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New York |
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26-4733157 |
(State or other jurisdiction of incorporation or |
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(I.R.S. Employer Identification No.) |
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c/o ETF Securities USA LLC |
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10005 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code:
(212) 918-4954
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer o |
Non accelerated filer |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of August 7, 2012, ETFS Palladium Trust has 8,100,000 ETFS Physical Palladium Shares outstanding.
ETFS PALLADIUM TRUST
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2012
INDEX
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1 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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10 |
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13 |
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13 |
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13 |
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14 |
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14 |
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14 |
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14 |
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14 |
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14 |
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15 |
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16 |
ETFS PALLADIUM TRUST
Item 1. Condensed Financial Statements (Unaudited)
Condensed Statements of
Financial Condition (Unaudited)
At June 30, 2012 and
December 31, 2011
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June 30, 2012 |
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December 31, 2011 (3) |
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ASSETS |
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Investment in palladium (1) |
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$ |
478,569,021 |
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$ |
351,083,261 |
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Total assets |
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$ |
478,569,021 |
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$ |
351,083,261 |
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LIABILITIES |
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Fees payable to Sponsor |
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$ |
235,824 |
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$ |
194,805 |
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Palladium payable |
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11,389,069 |
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Total liabilities |
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11,624,893 |
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194,805 |
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REDEEMABLE SHARES AND SHAREHOLDERS DEFICIT |
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Shares at redemption value to investors (2) |
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466,944,128 |
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373,935,765 |
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Shareholders deficit |
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(23,047,309 |
) |
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Total liabilities, redeemable Shares & shareholders deficit |
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$ |
478,569,021 |
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$ |
351,083,261 |
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(1) |
The cost of investment in palladium at June 30, 2012 was $516,415,919 and at December 31, 2011 the market value was $374,130,570. |
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(2) |
Authorized share capital is unlimited with no par value per share. Shares issued and outstanding at June 30, 2012 were 8,200,000 and at December 31, 2011 were 5,950,000. |
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(3) |
Derived from audited Statement of Financial Condition as of December 31, 2011. |
See Notes to the Unaudited Condensed Financial Statements
1
ETFS PALLADIUM TRUST
Condensed Statements of
Operations (Unaudited)
For the three months ended
June 30, 2012 and 2011 and the six months ended June 30, 2012 and 2011
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Three Months |
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Three Months |
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Six Months |
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Six Months |
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REVENUES |
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Value of palladium transferred to pay expenses |
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$ |
782,344 |
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$ |
1,212,552 |
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$ |
1,414,285 |
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$ |
2,556,584 |
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Cost of palladium transferred to pay expenses |
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(747,247 |
) |
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(939,529 |
) |
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(1,321,728 |
) |
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(1,888,895 |
) |
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Gain on palladium transferred to pay expenses |
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35,097 |
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273,023 |
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92,557 |
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667,689 |
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(Loss) / Gain on palladium distributed for the redemption of Shares |
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(154,859 |
) |
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16,055,365 |
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(154,859 |
) |
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53,739,463 |
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Unrealized loss on palladium |
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(37,846,898 |
) |
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(37,846,898 |
) |
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Total (loss) / gain on palladium |
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(37,966,660 |
) |
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16,328,388 |
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(37,909,200 |
) |
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54,407,152 |
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EXPENSES |
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Sponsors Fee |
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766,109 |
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1,164,494 |
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1,455,311 |
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2,494,695 |
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Total expenses |
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766,109 |
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1,164,494 |
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1,455,311 |
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2,494,695 |
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Net (loss) / gain from operations |
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$ |
(38,732,769 |
) |
$ |
15,163,894 |
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$ |
(39,364,511 |
) |
$ |
51,912,457 |
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Net (loss) / gain per Share |
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$ |
(4.68 |
) |
$ |
1.47 |
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$ |
(5.16 |
) |
$ |
4.78 |
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Weighted average number of Shares |
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8,284,615 |
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10,341,758 |
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7,635,714 |
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10,854,144 |
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See Notes to the Unaudited Condensed Financial Statements
2
ETFS PALLADIUM TRUST
Condensed Statements of Cash
Flows (Unaudited)
For the three months ended
June 30, 2012 and 2011 and the six months ended June 30, 2012 and 2011
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Three Months |
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Three Months |
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Six Months |
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Six Months |
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INCREASE / (DECREASE) IN CASH FROM OPERATIONS: |
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Cash proceeds received from transfer of palladium |
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$ |
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$ |
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$ |
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$ |
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Cash expenses paid |
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Increase in cash resulting from operations |
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$ |
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$ |
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$ |
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$ |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: |
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Value of palladium received for creation of Shares |
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$ |
36,375,534 |
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$ |
53,618,658 |
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$ |
172,802,396 |
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$ |
175,361,249 |
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Value of palladium distributed for redemption of Shares - at average cost |
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$ |
6,148,010 |
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$ |
61,473,981 |
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$ |
6,148,010 |
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$ |
176,566,990 |
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RECONCILIATION OF NET GAIN / (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: |
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Net (loss) / gain from operations |
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$ |
(38,732,769 |
) |
$ |
15,163,894 |
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$ |
(39,364,511 |
) |
$ |
51,912,457 |
|
Adjustments to reconcile net (loss) / gain to net cash provided by operating activities: |
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Decrease / (increase) in palladium assets |
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8,366,624 |
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8,794,854 |
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(127,485,760 |
) |
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3,094,636 |
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Decrease in palladium receivable |
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23,590,861 |
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Increase in palladium payable |
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11,389,069 |
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11,389,069 |
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(Decrease) / increase in amounts payable to Sponsor |
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(16,237 |
) |
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(48,056 |
) |
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41,019 |
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(61,885 |
) |
Increase / (decrease) in redeemable Shares: |
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Creations |
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36,375,534 |
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53,618,658 |
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172,802,404 |
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151,770,387 |
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Redemptions |
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(17,382,221 |
) |
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(77,529,350 |
) |
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(17,382,221 |
) |
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(230,306,456 |
) |
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Net cash provided by operating activities |
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$ |
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$ |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: |
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Value of palladium transferred to pay expenses |
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$ |
782,344 |
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$ |
1,212,552 |
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$ |
1,414,285 |
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$ |
2,556,584 |
|
See Notes to the Unaudited Condensed Financial Statements
3
ETFS PALLADIUM TRUST
Condensed Statement of
Changes in Shareholders Deficit (Unaudited)
For the six months ended
June 30, 2012
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Six Months |
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Shareholders deficit - opening balance |
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$ |
(23,047,309 |
) |
Net loss for the period |
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(39,364,511 |
) |
Adjustment of redeemable Shares to redemption value |
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62,411,820 |
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Shareholders deficit closing balance |
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$ |
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|
See Notes to the Unaudited Condensed Financial Statements
4
ETFS PALLADIUM TRUST
Notes to the Unaudited Condensed Financial Statements
1. Organization
The ETFS Palladium Trust (the Trust) is an investment trust formed on December 30, 2009, under New York law pursuant to a depositary trust agreement (the Trust Agreement) executed by ETF Securities USA LLC (the Sponsor) and the Bank of New York Mellon (the Trustee) at the time of the Trusts organization. The Trust holds palladium bullion and issues ETFS Physical Palladium Shares (the Shares) (in minimum blocks of 50,000 Shares, also referred to as Baskets) in exchange for deposits of palladium and distributes palladium in connection with the redemption of Baskets. Shares represent units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability company and a wholly-owned subsidiary of ETF Securities Limited, a Jersey, Channel Islands based company. The Trust is governed by the Trust Agreement.
The investment objective of the Trust is for the Shares to reflect the performance of the price of palladium, less the Trusts expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a Shareholder) an opportunity to participate in the palladium market through an investment in securities. The fiscal year end for the Trust is December 31.
The accompanying unaudited condensed financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America for interim financial information and with the instructions for the Form 10-Q. In the opinion of the Trusts management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three and six months ended June 30, 2012 and for all periods presented have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with the Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the operating results for the full year.
2. Significant Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust.
2.1. Valuation of Palladium
Palladium is held by JPMorgan Chase Bank, N.A. (the Custodian), on behalf of the Trust, and is valued, for financial statement purposes, at the lower of cost or market. The cost of palladium is determined according to the average cost method and the market value is based on the London PM Fix used to determine the net asset value (the NAV) of the Trust. Realized gains and losses on transfers of palladium, or palladium distributed for the redemption of Shares, are calculated on a trade date basis using average cost. The London PM Fix is the afternoon session of the twice daily fix of the price of an ounce of palladium which starts at 2:00 PM London, England time and is performed in London by the four members of the London Platinum and Palladium Market.
Once the value of palladium has been determined, the NAV is computed by the Trustee by deducting all accrued fees and other liabilities of the Trust, including the remuneration due to the Sponsor (the Sponsors Fee), from the fair value of the palladium and all other assets held by the Trust.
5
ETFS PALLADIUM TRUST
2. Significant Accounting Policies (Continued)
2.1. Valuation of Palladium (Continued)
The table below summarizes the unrealized gains on the Trusts palladium holdings as of June 30, 2012 and December 31, 2011:
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June 30, |
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December 31, |
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Investment in palladium-average cost |
|
$ |
516,415,919 |
|
$ |
351,083,261 |
|
Unrealized (loss) / gain on investment in palladium |
|
|
(37,846,898 |
) |
|
23,047,309 |
|
|
|
|
|
|
|
|
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Investment in palladium-market value |
|
$ |
478,569,021 |
|
$ |
374,130,570 |
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|
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|
The Trust recognizes the diminution in value of the investment in palladium which arises from market declines on an interim basis. Increases in the value of the investment in palladium through market price recoveries in later interim periods of the same fiscal year are recognized in the later interim period. Increases in value recognized on an interim basis may not exceed the previously recognized diminution in value.
The per Share amount of palladium exchanged for a purchase or redemption is calculated daily by the Trustee, using the London PM Fix to calculate the palladium amount in respect of any liabilities for which covering palladium sales have not yet been made, and represents the per Share amount of palladium held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.
2.2. Palladium Receivable and Payable
Palladium receivable or payable represents the quantity of palladium covered by contractually binding orders for the creation or redemption of Shares respectively, where the palladium has not yet been transferred to or from the Trusts account. Generally, ownership of the palladium is transferred within three business days of the trade date. Palladium receivable or payable at June 30, 2012 and December 31, 2011 is set out below:
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June 30, 2012 |
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December 31, 2011 |
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Palladium receivable |
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$ |
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$ |
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Palladium payable |
|
$ |
11,389,069 |
|
$ |
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6
ETFS PALLADIUM TRUST
2. Significant Accounting Policies (Continued)
2.3. Creations and Redemptions of Shares
The Trust expects to create and redeem Shares from time to time, but only in one or more Baskets. The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in The Depository Trust Company, (3) has entered into an Authorized Participant Agreement with the Trustee and the Sponsor, and (4) has established an Authorized Participant Unallocated Account with the Trusts Custodian or other palladium clearing bank. An Authorized Participant Agreement is an agreement entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the palladium required for such creations and redemptions. An Authorized Participant Unallocated Account is an unallocated palladium account, either loco London or loco Zurich, established with the Custodian or a palladium clearing bank by an Authorized Participant.
The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of palladium represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
Authorized Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement period for Shares is three business days. In the event of a trade date at period end, where a settlement is pending, a respective account receivable and/or payable will be recorded. When palladium is exchanged in settlement of a redemption, it is considered a sale of palladium for financial statement purposes.
The amount of bullion represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As a result, the value attributed to the creation or redemption of Shares may differ from the value of bullion to be delivered or distributed by the Trust. In order to ensure that the correct metal is available at all times to back the Shares, the Sponsor accepts an adjustment to its management fees in the event of any shortfall or excess. For each transaction, this amount is not more than 1/1000th of an ounce.
The Shares of the Trust are classified as Redeemable Shares for financial statement purposes, since they are subject to redemption at the option of Authorized Participants. Outstanding Shares are reflected at redemption value, which represents the maximum obligation (based on NAV per Share), with the difference from historical cost recorded as an offsetting amount to retained earnings. When palladium is exchanged in settlement of a redemption, a gain or loss in the amount of the difference between the market value on the trade date and the historical cost is recorded to the Condensed Statement of Operations. Changes in the Shares for the six months ended June 30, 2012 and for the year ended December 31, 2011 are set out below:
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Six Months |
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Year |
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Number of Redeemable Shares |
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Opening balance |
|
|
5,950,000 |
|
|
11,250,000 |
|
Creations |
|
|
2,550,000 |
|
|
2,100,000 |
|
Redemptions |
|
|
(300,000 |
) |
|
(7,400,000 |
) |
|
|
|
|
|
|
|
|
Closing balance |
|
|
8,200,000 |
|
|
5,950,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
|
$ |
373,935,765 |
|
$ |
884,637,847 |
|
Creations |
|
|
172,802,404 |
|
|
167,166,365 |
|
Redemptions |
|
|
(17,382,221 |
) |
|
(520,261,660 |
) |
Adjustment to redemption value |
|
|
(62,411,820 |
) |
|
(157,606,787 |
) |
|
|
|
|
|
|
|
|
Closing balance |
|
$ |
466,944,128 |
|
$ |
373,935,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption value per Share at period end |
|
$ |
56.94 |
|
$ |
62.85 |
|
7
ETFS PALLADIUM TRUST
2. Significant Accounting Policies (Continued)
2.4. Revenue Recognition Policy
The primary expense of the Trust is the Sponsors Fee, which is paid by the Trust through in-kind transfers of palladium to the Sponsor. With respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trusts palladium as necessary to pay these expenses. When selling palladium to pay expenses, the Trustee will endeavor to sell the smallest amounts of palladium needed to pay these expenses in order to minimize the Trusts holdings of assets other than palladium.
Unless otherwise directed by the Sponsor, when selling palladium the Trustee will endeavor to sell at the price established by the London PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such palladium only if the sale transaction is made at the next London PM Fix or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the palladium sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.
2.5. Income Taxes
The Trust is classified as a grantor trust for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. federal income tax. Instead, the Trusts income and expenses will flow through to the Shareholders, and the Trustee will report the Trusts proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis.
The Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of June 30, 2012 and December 31, 2011.
2.6. Investment in Palladium
Changes in ounces of palladium and the respective values for the six months ended June 30, 2012 and for the year ended December 31, 2011 are set out below:
|
|
|
|
|
|
|
|
|
|
Six Months |
|
Year |
|
||
Ounces of palladium: |
|
|
|
|
|
|
|
Opening balance |
|
|
588,255.6 |
|
|
1,089,108.1 |
|
Creations |
|
|
251,724.7 |
|
|
238,310.9 |
|
Redemptions (excluding palladium payable at June 30, 2012 - 19,704.3 and at December 31, 2011 - 0, respectively) |
|
|
(9,857.2 |
) |
|
(733,279.8 |
) |
Transfers of palladium |
|
|
(2,149.0 |
) |
|
(5,883.6 |
) |
|
|
|
|
|
|
|
|
Closing balance |
|
|
827,974.1 |
|
|
588,255.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in palladium (lower of cost or market): |
|
|
|
|
|
|
|
Opening balance |
|
$ |
351,083,261 |
|
$ |
597,199,695 |
|
Creations |
|
|
172,802,396 |
|
|
190,757,226 |
|
Redemptions (excluding palladium payable at June 30, 2012 - $11,389,069* and at December 31, 2011 - $0, respectively) |
|
|
(6,148,010 |
) |
|
(433,431,257.0 |
) |
Transfers of palladium |
|
|
(1,321,728 |
) |
|
(3,442,403 |
) |
Unrealized loss on investment in palladium |
|
|
(37,846,898 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing balance |
|
$ |
478,569,021 |
|
$ |
351,083,261 |
|
|
|
|
|
|
|
|
|
*Cost of palladium payable at June 30, 2012 - $12,289,756.
8
ETFS PALLADIUM TRUST
2. Significant Accounting Policies (Continued)
2.7. Expenses
The Trust will transfer palladium to the Sponsor to pay the Sponsors Fee that will accrue daily at an annualized rate equal to 0.60% of the adjusted net asset value (ANAV) of the Trust, paid monthly in arrears.
The Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustees monthly fee and out of pocket expenses, the Custodians fee and the reimbursement of the Custodians expenses, exchange listing fees, United States Securities and Exchange Commission (the SEC) registration fees, printing and mailing costs, audit fees and certain legal expenses.
For the three months ended June 30, 2012 and June 30, 2011, the Sponsors Fee was $766,109 and $1,164,494, respectively. For the six months ended June 30, 2012 and June 30, 2011 the Sponsors Fee was $1,455,311 and $2,494,695, respectively. At June 30, 2012 and at December 31, 2011, the fees payable to the Sponsor were $235,824 and $194,805, respectively.
2.8. Subsequent Events
In accordance with the provisions set forth in Financial Accounting Standards Board Accounting Standards Codification 855-10, Subsequent Events, the Trusts management has evaluated the possibility of subsequent events existing in the Trusts financial statements through the filing date. During this period, no material subsequent events were identified.
3. Related Parties
The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustees fee is paid by the Sponsor and is not a separate expense of the Trust. The Trustee and the Custodian and their affiliates may from time to time act as Authorized Participants or purchase or sell palladium or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
4. Concentration of Risk
The Trusts sole business activity is the investment in palladium, and substantially all the Trusts assets are holdings of palladium which creates a concentration of risk associated with fluctuations in the price of palladium. Several factors could affect the price of palladium, including: (i) global palladium supply and demand, which is influenced by factors such as forward selling by palladium producers, purchases made by palladium producers to unwind palladium hedge positions, central bank purchases and sales, and production and cost levels in major palladium-producing countries; (ii) investors expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is no assurance that palladium will maintain its long-term value in terms of purchasing power in the future. In the event that the price of palladium declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material effect on the Trusts financial position and results of operations.
5. Indemnification
Under the Trusts organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it incurs without gross negligence, bad faith or willful misconduct on its part and without reckless disregard on its part of its obligations and duties under the Trusts organizational documents. The Trusts maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
9
ETFS PALLADIUM TRUST
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This information should be read in conjunction with the unaudited condensed financial statements and notes to the unaudited condensed financial statements included in Item 1 of Part 1 of this Form 10-Q. The discussion and analysis that follows may contain forward-looking statements with respect to the Trusts financial conditions, operations, future performance and business. These statements can be identified by the use of the words may, should, expect, plan, anticipate, believe, estimate, predict, potential or similar words and phrases. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments. Neither the Trust nor the Sponsor is under a duty to update any of the forward looking statements, to conform such statements to actual results or to reflect a change in managements expectations or predictions.
Introduction
The Trust is a common law trust, formed under the laws of the state of New York on December 30, 2009. The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Trust Agreement. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. It will not hold or trade in commodity futures contracts, nor is it a commodity pool, subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing Shares.
The Trust holds palladium and is expected to issue Baskets in exchange for deposits of palladium, and to distribute palladium in connection with redemptions of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment objective of the Trust is for the Shares to reflect the performance of the price of palladium, less the Trusts expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in palladium.
The Trust issues and redeems Shares only with Authorized Participants in exchange for palladium, only in aggregations of 50,000 or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee.
Shares of the Trust trade on the New York Stock Exchange (the NYSE) Arca under the symbol PALL.
Valuation of Palladium and Computation of Net Asset Value
As of the London PM Fix on each day that the NYSE Arca is open for regular trading or as soon as practicable after 4:00 p.m. New York time on such day, (the Evaluation Time) the Trustee values the palladium held by the Trust and determines both the ANAV and the NAV of the Trust.
At the Evaluation Time, the Trustee values the Trusts palladium on the basis of that days London PM Fix, or, if no London PM Fix is made on such day or has not been announced by the Evaluation Time, the next most recent London palladium price (AM or PM) determined prior to the Evaluation Time is used, unless the Sponsor determines that such price is inappropriate as a basis for valuation. In the case this determination is made, the Sponsor will identify an alternative basis for such evaluation to be used by the Trustee.
Once the value of the palladium held by the Trust has been determined, the Trustee subtracts all estimated accrued but unpaid fees and other liabilities of the Trust from the total value of the palladium and all other assets of the Trust. The resulting figure is the ANAV of the Trust. The ANAV is used to compute the Sponsors Fee.
The Trustee then subtracts from the ANAV the amount of Sponsors Fees computed for such day to determine the net asset value (NAV) of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of Shares outstanding as of the close of trading on the NYSE Arca.
10
ETFS PALLADIUM TRUST
The Quarter Ended June 30, 2012
The NAV of the Trust is obtained by subtracting the Trusts liabilities on any day from the value of the palladium owned and receivable by the Trust on that day; the NAV per Share is obtained by dividing the NAV of the Trust on a given day by the number of Shares outstanding on that day.
The Trusts NAV decreased from $510,647,463 at March 31, 2012 to $466,944,128 at June 30, 2012, a 8.56% decrease for the quarter. The decrease in the Trusts NAV resulted primarily from a decrease in the price per ounce of palladium, which fell 11.21% from $651.00 at March 31, 2012 to $578.00 at June 30, 2012.
There was an increase in outstanding Shares from 7,950,000 Shares at March 31, 2012 to 8,200,000 Shares at June 30, 2012, a result of 550,000 Shares (11 Baskets) being created and 300,000 Shares (6 Baskets) being redeemed during the quarter.
NAV per Share decreased 11.35% from $64.23 at March 31, 2012 to $56.94 at June 30, 2012. The Trusts NAV per Share fell slightly more than the price per ounce of palladium on a percentage basis due to Sponsors Fees, which were $766,109 for the quarter, or 0.60% of the Trusts assets on an annualized basis.
The NAV per Share of $67.16 at May 1, 2012 was the highest during the quarter, compared with a low of $56.75 at June 28, 2012.
Net loss from operations for the quarter ended June 30, 2012 was $38,732,769, resulting from a net gain of $35,097 on the transfer of palladium to pay expenses offset by a net loss of $154,859 on palladium distributed for the redemption of Shares, an unrealized loss on palladium of $37,846,898 and Sponsors Fees of $766,109. Other than the Sponsors Fee, the Trust had no expenses during the quarter ended June 30, 2012.
The Six Months Ended June 30, 2012
The Trusts NAV increased from $373,935,765 at December 31, 2011 to $466,944,128 at June 30, 2012, a 24.87% increase for the period. The increase in the Trusts NAV resulted primarily from an increase in outstanding Shares, which increased from 5,950,000 Shares at December 31, 2011 to 8,200,000 Shares at June 30, 2012, a result of 2,550,000 Shares (51 Baskets) being created and 300,000 Shares (6 Baskets) being redeemed during the period
There was a decrease in the price per ounce of palladium, which fell 9.12% from $636.00 at December 31, 2011 to $578.00 at June 30, 2012.
NAV per Share decreased 9.40% from $62.85 at December 31, 2011 to $56.94 at June 30, 2012. The Trusts NAV per Share fell slightly more than the price per ounce of palladium on a percentage basis due to Sponsors Fees, which were $1,455,311 for the period, or 0.60% of the Trusts assets on an annualized basis.
The NAV per Share of $71.27 at February 29, 2012 was the highest during the period, compared with a low of $56.75 at June 28, 2012.
Net loss from operations for the period ended June 30, 2012 was $39,364,511, resulting from a net gain of $92,557 on the transfer of palladium to pay expenses offset by a net loss of $154,859 on palladium distributed for the redemption of Shares, an unrealized loss on palladium of $37,846,898 and Sponsors Fees of $1,455,311. Other than the Sponsors Fee, the Trust had no expenses during the period ended June 30, 2012.
11
ETFS PALLADIUM TRUST
Liquidity & Capital Resources
The Trust is not aware of any trends, demands, commitments, events or uncertainties that are reasonably likely to result in material changes to its liquidity needs. In exchange for the Sponsors 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 period covered by this report was the Sponsors Fee.
The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trusts palladium as necessary to pay the Trusts expenses not otherwise assumed by the Sponsor. The Trustee will not sell palladium to pay the Sponsors Fee but will pay the Sponsors Fee through in-kind transfers of palladium to the Sponsor. At June 30, 2012 the Trust did not have any cash balances.
Off-Balance Sheet Arrangements
The Trust has no off-balance sheet arrangements.
Critical Accounting Policies
The unaudited condensed financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited condensed financial statements relies on estimates and assumptions that impact the Trusts financial position and results of operations. These estimates and assumptions affect the Trusts application of accounting policies. In addition, please refer to Note 2 to the unaudited condensed financial statements for further discussion of accounting policies.
12
ETFS PALLADIUM TRUST
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended (the Exchange Act) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15(d)-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of June 30, 2012, the Trusts disclosure controls and procedures were effective.
There have been no changes in the Trusts or Sponsors internal control over financial reporting that occurred during the Trusts fiscal quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Trusts or Sponsors internal control over financial reporting.
Item 4T. Controls and Procedures
Not applicable.
13
ETFS PALLADIUM TRUST
None.
There have been no material changes to the risk factors previously disclosed in the Trusts Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 2(a). None.
Item 2(b). Not applicable.
Item 2(c). For the three months ended June 30, 2012:
11 Baskets were created.
6 Baskets were redeemed.
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Total Baskets |
|
Total Shares |
|
Average Ounces of |
|
|||
|
|
|
|
|
|
|
|
|||
April 2012 |
|
|
|
|
|
|
|
|
|
|
May 2012 |
|
|
2 |
|
|
100,000 |
|
|
0.0986 |
|
June 2012 |
|
|
4 |
|
|
200,000 |
|
|
0.0985 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6 |
|
|
300,000 |
|
|
0.0985 |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
None.
14
|
|
(a) Exhibits |
|
|
|
31.1 |
Chief Executive Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
Chief Financial Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
Chief Executive Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
Chief Financial Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
101.INS |
XBRL Instance Document* |
|
|
101.SCH |
XBRL Taxonomy Extension Schema Document* |
|
|
101.CAL |
XBRL Taxonomy Extension Calculation Document* |
|
|
101.DEF |
XBRL Taxonomy Extension Definitions Document* |
|
|
101.LAB |
XBRL Taxonomy Extension Labels Document* |
|
|
101.PRE |
XBRL Taxonomy Extension Presentation Document* |
|
|
* |
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be furnished and not filed. |
15
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities thereunto duly authorized.
|
|
|
|
|
|
ETF SECURITIES USA LLC |
|
|
|
Sponsor of the ETFS Palladium Trust |
|
|
|
|
(Registrant) |
|
|
|
|
Date: August 9, 2012 |
|
/s/ Graham Tuckwell |
|
|
|
|
|
|
|
Graham Tuckwell |
|
|
|
|
|
Date: August 9, 2012 |
|
/s/ Thomas Quigley |
|
|
|
|
|
|
|
Thomas Quigley |
* The Registrant is a trust and the persons are signing in their capacities as officers of ETF Securities USA LLC, the Sponsor of the Registrant.
16