Table Of Contents

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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
	For the quarterly period ended September 30, 2013
[  ]	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from              to

 

Commission file number: 001-32863

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iShares® Silver Trust

(Exact name of registrant as specified in its charter)

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New York		13-7474456
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

c/o iShares® Delaware Trust Sponsor LLC

400 Howard Street

San Francisco, California 94105

Attn: Product Management Team

iShares® Product Research & Development

(Address of principal executive offices)

 

(415) 670-2000

(Registrant’s telephone number, including area code)

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N/A

(Former name, former address and former fiscal year, if changed since last report)

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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. Yes [X] No [ ]

 

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). Yes [X] No [ ]

 

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.

 

Large accelerated filer [X]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [ ]
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

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Table of Contents

 

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Balance Sheets at September 30, 2013 and December 31, 2012	1
	Income Statements for the three and nine months ended September 30, 2013 and 2012	2
	Statements of Changes in Shareholders’ Equity (Deficit) for the nine months ended September 30, 2013 and the year ended December 31, 2012	3
	Statements of Cash Flows for the nine months ended September 30, 2013 and 2012	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	12
SIGNATURES		13

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

iShares® Silver Trust

Balance Sheets (Unaudited)

At September 30, 2013 and December 31, 2012

 

		September 30,				December 31,
(Dollar amounts in $000’s)		2013				2012
ASSETS
Current assets
Silver bullion inventory (fair value of $7,409,168 and $9,710,962, respectively)		$	8,579,926			$	8,097,335
Market value reserve (Note 2B)			(1,170,758	)			—
Receivable for capital Shares sold			—				37,668
TOTAL ASSETS		$	7,409,168			$	8,135,003
LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Sponsor’s fees payable		$	3,150			$	4,308
Total liabilities			3,150				4,308
Commitments and contingent liabilities (Note 5)			—				—
Redeemable capital Shares, no par value, unlimited amount authorized (at redemption value) – 354,450,000 issued and outstanding at September 30, 2013 and 335,000,000 issued and outstanding at December 31, 2012			7,406,018				9,706,654
Shareholders’ equity (deficit)			—				(1,575,959	)
TOTAL LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)		$	7,409,168			$	8,135,003

  

 

See notes to financial statements.

 

 

iShares® Silver Trust

Income Statements (Unaudited)

For the three and nine months ended September 30, 2013 and 2012

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
(Dollar amounts in $000’s, except for per Share amounts)		2013				2012				2013				2012
Revenue
Proceeds from sales of silver to pay expenses		$	8,642			$	10,993			$	32,245			$	35,323
Cost of silver sold to pay expenses			(10,397	)			(9,179	)			(32,389	)			(27,689	)
Gain (loss) on sales of silver to pay expenses			(1,755	)			1,814				(144	)			7,634
Gain (loss) on silver distributed for the redemption of Shares			(15,209	)			112,130				(13,590	)			318,871
Total gain (loss) on sales and distributions of silver			(16,964	)			113,944				(13,734	)			326,505
Market value recovery (Note 2B)			950,686				—				950,686				—
Total revenue			933,722				113,944				936,952				326,505
Expenses
Sponsor’s fees			(8,992	)			(11,725	)			(31,087	)			(35,599	)
Market value reserve (Note 2B)			—				—				(2,121,444	)			—
Total expenses			(8,992	)			(11,725	)			(2,152,531	)			(35,599	)
NET INCOME (LOSS)		$	924,730			$	102,219			$	(1,215,579	)		$	290,906
Net income (loss) per Share		$	2.66			$	0.32			$	(3.51	)		$	0.91
Weighted-average Shares outstanding			347,510,870				323,750,000				345,899,634				320,820,985

 

 

See notes to financial statements.

 

 

iShares® Silver Trust

Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)

For the nine months ended September 30, 2013 and the year ended December 31, 2012

 

		Nine Months Ended				Year Ended
(Dollar amounts in $000’s)		September 30, 2013				December 31, 2012
Shareholders’ equity (deficit) – beginning of period		$	(1,575,959	)		$	(1,511,462	)
Net income (loss)			(1,215,579	)			390,140
Adjustment of redeemable capital Shares to redemption value			2,791,538				(454,637	)
Shareholders’ equity (deficit) – end of period		$	—			$	(1,575,959	)

  

 

See notes to financial statements.  

 

 

iShares® Silver Trust

Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2013 and 2012

 

		Nine Months Ended September 30,
(Dollar amounts in $000’s)		2013				2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Proceeds from sales of silver		$	32,245			$	35,323
Expenses – Sponsor’s fees paid			(32,245	)			(35,323	)
Net cash provided by operating activities			—				—
Increase (decrease) in cash			—				—
Cash, beginning of period			—				—
Cash, end of period		$	—			$	—
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income (loss)		$	(1,215,579	)		$	290,906
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
(Gain) loss on silver distributed for the redemption of Shares			13,590				(318,871	)
Cost of silver sold to pay expenses			32,389				27,689
Market value recovery (Note 2B)			(950,686	)			—
Market value reserve (Note 2B)			2,121,444				—
Change in operating assets and liabilities:
Sponsor’s fees payable			(1,158	)			276
Net cash provided by operating activities		$	—			$	—
Supplemental disclosure of non-cash information:
Carrying value of silver received for creation of Shares		$	1,992,277			$	1,906,843
Carrying value of silver distributed for redemption of Shares, at average cost		$	(1,514,965	)		$	(1,182,641	)

  

 

See notes to financial statements.

 

 

iShares® Silver Trust

Notes to Financial Statements (Unaudited)

September 30, 2013

 

1 - Organization

 

The iShares® Silver Trust (the “Trust”) was organized on April 21, 2006 as a New York trust. The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day to day administration of the Trust. The Trust’s sponsor is iShares® Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Trust is governed by the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of February 28, 2013. The Trust issues units of beneficial interest (or “Shares”) representing fractional undivided beneficial interests in its net assets.

 

The objective of the Trust is for the value of its Shares to reflect, at any given time, the price of silver owned by the Trust at that time, less the Trust’s expenses and liabilities. The Trust is designed to provide a vehicle for investors to own interests in silver bullion.

 

The accompanying unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of the interim period financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on February 28, 2013.

 

The Trust is not an investment company registered under the Investment Company Act of 1940, as amended.

 

2 - Summary of Significant Accounting Policies

 

A.     Basis of Accounting

 

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates and these differences could be material.

 

B.     Silver Bullion

 

JPMorgan Chase Bank N.A., London branch (the “Custodian”), is responsible for the safekeeping of silver bullion owned by the Trust.

 

For financial statement purposes, the silver bullion held by the Trust is valued at the lower of cost or market, using the average cost method. Should the market value of the silver bullion held be lower than its average cost during the interim periods, an adjustment (“market value reserve”) to cost may be recorded by the Trust to reflect market value. Should the market value of the silver bullion held increase subsequent to the market value reserve being recorded, a “market value recovery” may be recorded during an interim period in the same fiscal year that the market value reserve is recorded by the Trust. The market value recovery recorded at an interim period may not exceed the previously recognized market value reserve. At the end of the Trust’s fiscal year, management will make a determination as to whether the reserve is recovered or whether the cost basis of silver should be written down. Gain or loss on sales of silver bullion is calculated on a trade date basis. Fair value of the silver bullion is based on the price for an ounce of silver set each working day by three market making members of The London Bullion Market Association (“London Fix”).

 

 

The following table summarizes activity in silver bullion for the three months ended September 30, 2013 (all balances in 000’s):

 

		Ounces				Average Cost				Fair Value				Realized Gain (Loss)
Beginning balance			318,481.3			$	6,006,558			$	6,006,558			$	—
Silver contributed			29,225.5				601,985				601,985				—
Silver distributed			(5,544.4	)			(139,664	)			(124,455	)			(15,209	)
Silver sold			(411.1	)			(10,397	)			(8,642	)			(1,755	)
Adjustment for realized loss			—				—				(16,964	)			—
Adjustment for unrealized gain on silver bullion			—				—				950,686				—
Market value recovery			—				950,686				—				—
Ending balance			341,751.3			$	7,409,168			$	7,409,168			$	(16,964	)

 

The following table summarizes activity in silver bullion for the nine months ended September 30, 2013 (all balances in 000’s):

 

		Ounces				Average Cost				Fair Value				Realized Gain (Loss)
Beginning balance			324,239.1			$	8,135,003			$	9,710,962			$	—
Silver contributed			78,089.7				1,992,277				1,992,277				—
Silver distributed			(59,304.6	)			(1,514,965	)			(1,501,375	)			(13,590	)
Silver sold			(1,272.9	)			(32,389	)			(32,245	)			(144	)
Adjustment for realized loss			—				—				(13,734	)			—
Adjustment for unrealized loss on silver bullion			—				—				(2,746,717	)			—
Market value reserve			—				(2,121,444	)			—				—
Market value recovery			—				950,686				—				—
Ending balance			341,751.3			$	7,409,168			$	7,409,168			$	(13,734	)

 

C.     Redeemable Capital Shares

 

Shares of the Trust are classified as “redeemable” for balance sheet purposes, since they are subject to redemption. Trust Shares are issued and redeemed continuously in aggregations of 50,000 Shares in exchange for silver bullion rather than cash. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. The Trust only transacts with registered broker-dealers that are eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”). Holders of Shares of the Trust may redeem their Shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 Shares; provided, that redemptions of Shares may be suspended during any period while regular trading on NYSE Arca, Inc. (“NYSE Arca”) is suspended or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of silver is not reasonably practicable.

 

The per Share amount of silver exchanged for a purchase or redemption is calculated daily by the Trustee, using the London Fix to calculate the silver amount in respect of any liabilities for which covering silver sales have not yet been made, and represents the per Share amount of silver held by the Trust, after giving effect to its liabilities, sales to cover expenses and liabilities and any losses that may have occurred.

 

When silver is exchanged in settlement of a redemption, it is considered a sale of silver for financial statement purposes.

 

Due to the expected continuing sales and redemption of capital stock and the three-day period for Share settlement, the Trust reflects capital Shares sold as a receivable, rather than as contra equity. Shares redeemed are reflected as a contra asset on the trade date. Outstanding Trust Shares are reflected at redemption value, which is the net asset value per Share at the period ended date. Adjustments to redemption value are reflected in shareholders’ equity.

 

 

Net asset value is computed by deducting all accrued fees, expenses and other liabilities of the Trust, including the Sponsor’s fees, from the fair value of the silver bullion held by the Trust.

 

Activity in redeemable capital Shares was as follows (all balances in 000’s):

 

		Three Months Ended								Nine Months Ended
		September 30, 2013								September 30, 2013
		Shares				Amount				Shares				Amount
Beginning balance			329,900			$	6,003,758				335,000			$	9,706,654
Shares issued			30,300				601,985				80,850				1,992,277
Shares redeemed			(5,750	)			(124,455	)			(61,400	)			(1,501,375	)
Redemption value adjustment			—				924,730				—				(2,791,538	)
Ending balance			354,450			$	7,406,018				354,450			$	7,406,018

 

D.     Federal Income Taxes

 

The Trust is treated as a “grantor trust” for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are “passed through” to the holders of Shares of the Trust.

 

The Sponsor has reviewed the tax positions as of September 30, 2013 and has determined that no provision for income tax is required in the Trust’s financial statements.

 

E.     Recent Accounting Standard

 

In June 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-08, Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU 2013-08 provides guidance to assess whether an entity is an investment company, and gives additional measurement and disclosure requirements for an investment company. ASU 2013-08 is effective for the Trust for fiscal years beginning after December 15, 2013, and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Trust’s financial statements.

 

3 - Trust Expenses

 

The Trust pays to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to 0.50% of the net asset value of the Trust, paid monthly in arrears. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s fee, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses.

 

4 - Related Parties

 

The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

 

5 - Indemnification

 

Under the Trust’s organizational documents, the Sponsor is indemnified against liabilities or expenses it incurs without negligence, bad faith or willful misconduct on its part. The Trust’s 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.

 

6 - Concentration Risk

 

Substantially all of the Trust’s assets are holdings of silver bullion, which creates a concentration risk associated with fluctuations in the price of silver. Accordingly, a decline in the price of silver will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the price of silver include a change in economic conditions (such as a recession), an increase in the hedging activities of silver producers, and changes in the attitude towards silver of speculators, investors and other market participants.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. Neither the Sponsor, nor any other person assumes responsibility for the accuracy or completeness of any forward-looking statements. 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 a change in the Sponsor’s expectations or predictions.

 

Introduction

 

The iShares® Silver Trust (the “Trust”) is a grantor trust formed under the laws of the State of New York. The Trust does not have any officers, directors, or employees, and is administered by The Bank of New York Mellon (the “Trustee”) acting as trustee pursuant to the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) between the Trustee and iShares® Delaware Trust Sponsor LLC, the sponsor of the Trust (the “Sponsor”). The Trust issues units of beneficial interest (or “Shares”) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of silver bullion held by a custodian as an agent of the Trust responsible only to the Trustee.

 

The Trust is a passive investment vehicle and the objective of the Trust is for the value of each Share to approximately reflect, at any given time, the price of silver owned by the Trust less the Trust’s expenses and liabilities divided by the number of outstanding Shares. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of silver.

 

The Trust issues and redeems Shares only in exchange for silver, only in aggregations of 50,000 Shares or integral multiples thereof (each, a “Basket”), and only in transactions with registered broker-dealers that have previously entered into an agreement with the Trust governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”). A list of current Authorized Participants is available from the Sponsor or the Trustee.

 

Shares of the Trust trade on NYSE Arca, Inc. under the symbol “SLV.”

 

Valuation of Silver; Computation of Net Asset Value

 

On each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the silver held by the Trust and determines the net asset value of the Trust and the net asset value per Share. The Trustee values the silver held by the Trust using the announced price for an ounce of silver set each working day by three market making members of The London Bullion Market Association (“London Fix”). Having valued the silver held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the value of the silver and other assets of the Trust. The result is the net asset value of the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

 

Liquidity

 

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. In exchange for a 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 Sponsor’s fee. The Trust’s only source of liquidity is its sales of silver.

 

Critical Accounting Policies

 

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. Below we describe the valuation of silver bullion, a critical accounting policy that we believe is important to understanding our results of operations and financial position. In addition, please refer to Note 2 to the financial statements for further discussion of the Trust’s accounting policies.

 

 

Valuation of Silver Bullion

 

Silver bullion held by the Trust is recorded at the lower of cost or market. For purposes of this calculation, market values are based on the London Fix. Should the market value of the silver bullion held be lower than its average cost during the interim periods, an adjustment (“market value reserve”) to cost may be recorded by the Trust to reflect market value. Should the market value of the silver bullion held increase subsequent to the market value reserve being recorded, a “market value recovery” may be recorded during an interim period in the same fiscal year that the market value reserve is recorded by the Trust. The market value recovery recorded at an interim period may not exceed the previously recognized market value reserve. At the end of the Trust’s fiscal year, management will make a determination as to whether the reserve is recovered or whether the cost basis of silver should be written down. As indicated above, the London Fix is also used to value silver bullion held for purposes of calculating the net asset value of the Trust, which in turn is used for the calculation of the redemption value of outstanding Trust Shares.

 

There are other indicators of the value of silver bullion that are available that could be different than that chosen by the Trust. The London Fix is used by the Trust because it is commonly used by the U.S. silver market as an indicator of the value of silver, and is permitted to be used under the Trust Agreement. The use of an indicator of the value of silver bullion other than the London Fix could result in materially different fair value pricing of the silver in the Trust, and as such, could result in different lower of cost or market adjustments or in different redemption value adjustments of the outstanding redeemable capital Shares.

 

Results of Operations

 

The Quarter Ended September 30, 2013

 

The Trust’s net asset value grew from $6,003,757,683 at June 30, 2013 to $7,406,018,262 at September 30, 2013, a 23.36% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the London Fix price, which rose 14.95% from $18.86 at June 30, 2013 to $21.68 at September 30, 2013. The Trust's net asset value also benefited from an increase in outstanding Shares, which rose from 329,900,000 Shares at June 30, 2013 to 354,450,000 Shares at September 30, 2013, a consequence of 30,300,000 Shares (606 Baskets) being created and 5,750,000 Shares (115 Baskets) being redeemed during the quarter.

 

The 14.78% rise in the Trust’s net asset value per Share from $18.20 at June 30, 2013 to $20.89 at September 30, 2013 is directly related to the 14.95% increase in the London Fix price.

 

The Trust’s net asset value per Share increased slightly less than the price of silver on a percentage basis due to the Sponsor’s fees, which were $8,992,093 for the quarter, or 0.13% of the Trust’s average weighted assets of $7,149,778,984 during the quarter. The net asset value per Share of $23.85 on August 28, 2013 was the highest during the quarter, compared with a low during the quarter of $18.43 on July 9, 2013. The net asset value of the Trust is obtained by subtracting the Trust’s expenses and liabilities on any day from the value of the silver owned by the Trust on that day; the net asset value per Share is obtained by dividing the net asset value of the Trust on a given day by the number of Shares outstanding on that day.

 

Net income for the quarter ended September 30, 2013 was $924,730,413, resulting from a net loss of $1,754,528 on the sales of silver to pay expenses, a net loss of $15,209,250 on silver distributed for the redemption of Shares and Sponsor’s fees of $8,992,093, offset by the market value recovery of $950,686,284. Other than the Sponsor’s fees, the Trust had no expenses during the quarter.

 

The Nine Months Ended September 30, 2013

 

The Trust’s net asset value fell from $9,706,654,098 at December 31, 2012 to $7,406,018,262 at September 30, 2013, a 23.70% decrease. The decrease in the Trust's net asset value resulted primarily from a decrease in London Fix price, which fell 27.61% from $29.95 at December 31, 2012 to $21.68 at September 30, 2013. The decrease in the Trust's net asset was partially offset by an increase in outstanding Shares, which rose from 335,000,000 Shares at December 31, 2012 to 354,450,000 Shares at September 30, 2013, a consequence of 80,850,000 Shares (1,617 Baskets) being created and 61,400,000 Shares (1,228 Baskets) being redeemed during the period.

 

The 27.92% decline in the Trust’s net asset value per Share from $28.98 at December 31, 2012 to $20.89 at September 30, 2013 is directly related to the 27.61% decrease in the London Fix price.

 

 

The Trust’s net asset value per Share decreased slightly more than the price of silver on a percentage basis due to the Sponsor’s fees, which were $31,087,378 for the period, or 0.37% of the Trust’s average weighted assets of $8,304,398,380 during the period. The net asset value per Share of $31.17 on January 23, 2013 was the highest during the period, compared with a low during the period of $17.96 on June 27, 2013. The net asset value of the Trust is obtained by subtracting the Trust’s expenses and liabilities on any day from the value of the silver owned by the Trust on that day; the net asset value per Share is obtained by dividing the net asset value of the Trust on a given day by the number of Shares outstanding on that day.

 

Net loss for the nine months ended September 30, 2013 was $1,215,578,675, resulting from a net loss of $143,568 on the sales of silver to pay expenses, a net loss of $13,590,000 on silver distributed for the redemption of Shares, Sponsor’s fees of $31,087,378 and the market value reserve of $2,121,444,013, offset by the market value recovery of $950,686,284. Other than the Sponsor’s fees and market value reserve, the Trust had no expenses during the period.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 

Item 4. Controls and Procedures

 

The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, and with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust have been effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

 

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

 

There were no changes in the Trust’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

 

Item 1A. Risk Factors

 

There have been no material changes to the Risk Factors last reported under Part I, Item 1A of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on February 28, 2013.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

a) None.

 

b) Not applicable.

 

c) 5,750,000 Shares (115 Baskets) were redeemed during the quarter ended September 30, 2013.

 

Period		Total Number of Shares Redeemed		Average Ounces of Silver Per Share
07/01/13 to 07/31/13		1,450,000		0.9647
08/01/13 to 08/31/13		2,100,000		0.9642
09/01/13 to 09/30/13		2,200,000		0.9640
Total		5,750,000		0.9643

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

Exhibit No.		Description
4.1		First Amended and Restated Depositary Trust Agreement is incorporated by reference to Exhibit 4.1 filed with Annual Report on Form 10-K on February 28, 2013
4.2		Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-156506 on December 30, 2008
10.1		Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-156506 on December 30, 2008
10.2		Sub-license Agreement is incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-156506 on December 30, 2008
10.3		Amendment No. 1 to Custodian Agreement is incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-137621 on September 27, 2006
10.4		Second Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on February 10, 2010
10.5		Third Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.5 filed with Registration Statement No. 333-170492 on November 9, 2010
10.6		Fourth Amendment to Custodian Agreement is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on February 14, 2012
10.7		Assignment, Delegation and Assumption Agreement between BlackRock Asset Management International Inc. and iShares® Delaware Trust Sponsor LLC is incorporated by reference to Exhibit 10.7 filed with Post-Effective Amendment No. 1 to Registration Statement No. 333-184107 on November 16, 2012
31.1		Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification by Principal Financial Officer 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 Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

SIGNATURES

 

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* indicated thereunto duly authorized.

 

iShares® Delaware Trust Sponsor LLC

Sponsor of the iShares® Silver Trust (registrant)

 

 

/s/ Patrick J. Dunne

---

Patrick J. Dunne

President and Chief Executive Officer

(Principal executive officer)

 

Date: November 8, 2013

 

 

/s/ Jack Gee

---

Jack Gee

Chief Financial Officer

(Principal financial and accounting officer)

 

Date: November 8, 2013

___________

* The registrant is a trust and the persons are signing in their capacities as officers of iShares® Delaware Trust Sponsor LLC, the Sponsor of the registrant.

 

 

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