Ether Capital Corporation Reports 2023 Q2 and YTD Financial Results

TORONTO–(BUSINESS WIRE)–$ETHC–Ether Capital Corporation (“Ether Capital” or the “Company”) (NEO: ETHC) announces the reporting of its unaudited interim consolidated financial results for the three-month and six-month periods ended June 30, 2023.

On June 15, the Company announced it is streamlining costs and internalizing certain operations to focus on profitability. It also announced that it was approved to implement a Normal Course Issuer Bid (NCIB) for 2,566,662 shares. The Company anticipates its actions and focused strategy will impact its financial results positively in 2024.

With respect to the financial results announced today, the highlights for Q2 2023 include:

• The Net Equity Value per Share increased to $3.41 per share on June 30, 2023 from $2.24 on December 31, 2022.
• The Company recorded Revenue of $1.46 million in Q2 2023 vs. $1.08 million in Q2 2022, an increase of 35%.
• The Company incurred Operating Expenses of $0.84 million in Q2 2023 vs. $1.13 million in Q2 2022, a 26% decrease.
• The total value of digital assets held by the Company was $118.0 million as at June 30, 2023 vs. $73.1 million on December 31, 2022, a 61% increase over the six-month period.
• Cash and cash equivalents were equal to $1.65 million on June 30, 2023 vs. $2.89 million on December 31, 2022.
• The Company had no debt on June 30, 2023, nor at any time during the six-month period.
• Basic Net Income per share for Q2 2023 was $1.24 compared to Basic Net Loss Per Share of $1.95 in Q2 2022.
• The Net Income after Other Comprehensive Income (OCI) in Q2 2023 was $9.9 million vs. Net Loss after OCI of $114.7 million in Q2 2022.
• The total shareholders’ equity of the Company was $116.5 million on June 30, 2023 vs. $75.6 million on December 31, 2022.

During Q2 2023, the price of Ether increased 3.6% and ended the period at $2,561 compared to $2,471 on March 31, 2023. The price of Ether on December 31, 2022 was $1,620.

The comparative unaudited interim financial statements for the three-month and six-month periods ended June 30, 2022 were restated to recognize a Deferred Tax Expense and Liability. Additionally, the valuation methodology for Staked Ether and Consensus Layer Rewards changed during Q2 2023 from an historic cost basis to a fair market value basis. This was due to a major technical upgrade (“Shanghai” or “Shapella”) of the Ethereum network on April 12, 2023 that facilitated liquidity for these intangible digital assets, thus warranting a change in the valuation methodology applied prospectively from the date of the Shanghai upgrade.

Management Commentary

“In Q2, we announced a strategic plan to lower our operating expenses and increase our treasury allocation to staking by at least 95%,” said Brian Mosoff, CEO of Ether Capital. “Since the last quarter, our team has worked hard to bring our proprietary best-in-class staking infrastructure online and ramp up our validation efforts, securing the Ethereum blockchain and bringing increased revenue to our shareholders. We’re very bullish on the long-term outlook for the Ethereum ecosystem and are seeing renewed appetite amongst investors globally. Based on our focus to streamline costs, internalize operations and maximize exposure to staking, we feel that we’re best positioned to service our shareholders as the no. 1 access point to Ethereum staking and yield in the capital markets.”

Revenue Highlights

The Company’s Revenue increased 35% in Q2 2023 compared to Q2 2022, $1.46 million vs $1.08 million. For the six-month period ended June 30, 2023, the Company’s revenue was 17% higher than the comparable period in 2022.

Total Staked Ether Rewards Revenue was $1.22 million in Q2 2023 vs. $0.69 million in Q2 2022. For the six month periods ended June 30, the Staked Ether Rewards Revenue was $2.15 million in 2023 compared to $1.41 in 2022.

The amount of Staked Ether was much higher at the end of Q2 2023 (36,000 ETH) compared to the end of Q2 2022 (20,512 ETH). This is a major factor contributing to the increase in revenue. The staking yield for the Company averaged 5.42% for Q2 2023 vs. 4.67% in Q2 2022. The average dollar price for Staked Ether Rewards was lower in Q2 2023 ($2,500) compared to Q2 2022 ($2,863), thus offsetting the higher Staked Ether Rewards earned during Q2 2023.

Additionally, the Company earns consulting fee revenue from Purpose Investments that is linked to the assets under management of Purpose Investment’s crypto ETFs (“Crypto AUM”). During Q2 2023, the average value of Purpose’s Crypto AUM of $1,027 million was lower than Q2 2022 (see table below). Additionally, the financial terms of the consulting fees changed on June 1, 2023 on a go-forward basis. Such change is reducing consulting fees between 75-80% on these particular Purpose crypto investment funds. Together, the lower average AUM and fee reductions in June 2023 resulted in a 46% reduction of consulting fees from $0.39 million in Q2 2022 to $0.21 million in Q2 2023.

Operating Expense Highlights

Operating Expenses decreased 26% in the quarter to $0.83 million vs. $1.13 million in Q2 2022 primarily due to a reversal of previously expensed non-cash compensation expenses. A number of staff and Directors who are no longer with the Company have left some options unvested. Those options will not be exercised and this triggered a one-time reversal of a previously amortized compensation expense. For Q2 2023, the share-based expense was a contra-expense of ($0.17 million) compared to an expense of $0.21 million in Q2 2022, a difference of $0.38 million.

The most material Operating Expense incurred by the Company during the three months was staff compensation. Compensation expenses excluding share-based compensation were $0.985 million for the quarter vs. $0.395 million in Q2 2022.

In mid-June 2023, the Company announced that it would be reducing cash Operating Expenses by an estimated 45% as part of a strategic change. The Company had 10 employees (including contract) on March 31, 2023 and the number had decreased to 8 by June 30, 2023. As of August 10, 2023, the Company had 5 employees based on actual and impending departures.

Revenue less Operating Expenses

One measure of operating performance is Revenue less Operating Expenses. For Q2 2023, it was $0.62 million compared to a loss of $0.05 million in Q2 2022. The primary reasons for the strong performance in Q2 2023 were the much higher Staking Rewards revenue and the one-time reversal of the previously expensed share-based compensation expense. See table below for a reconciliation for this non-IFRS measure.

Cashflow

In general, the cashflow from operations of the Company in 2023 are materially different from the financial statement earnings, whether before or after Other Comprehensive Income, for the following reasons:

1. 81% of the Revenue in 2023 is non-cash
2. Operating Expenses include a material recovery amount of Share Option Expense, a non-cash expense
3. The unrealized gains for the Company’s digital assets total $66.3 million, which are non-cash gains
4. A non-cash, deferred tax expense of $6.0 million

The Consolidated Statement of Cashflow and the Notes in the Company’s Q2 2023 financial statements and the Management Discussion & Analysis (MD&A) include more detail.

Net Income (Loss) per Share

The Net Income per Share was $1.24 and $1.79 for the three month and six-month periods ended June 30, 2023 compared to Net Loss per Share of $1.95 and $2.14 respectively in 2022. The Net Income (Loss) per Share amounts do not include the impact of OCI (Loss), which is material.

Assets

Cash on the balance sheet was $0.50 million on June 30, 2023 compared to $0.44 million on December 31, 2022. The Company invested excess cash in a listed Purpose High Interest Savings ETF and the balance was $1.15 million on June 30, 2023 vs. $2.45 million on December 31, 2022. This ETF can be sold easily in the normal course and the Company deems it liquid and comparable to a cash equivalent. Combined, the cash and ETF totaled approximately $1.65 million on June 30, 2023.

During the six-month period ended June, 2023 there was a material change regarding the valuation of digital assets as discussed above. The Company’s digital assets increased in value by $44.8 million to $118 million from December 31, 2022, primarily due a 58% increase in the price of Ether during the period and the addition of 917 Ether earned from staking for the six-months ended June 30, 2023.

The valuation of the Company’s digital assets exceeded the cost base of those assets by approximately $58 million as at June 30, 2023. After taking into account tax loss carryforwards, the Deferred Tax Liability of those unrealized gains is approximately $2.85 million on June 30, 2023, and this is recognized on the Consolidated Interim Statements of Financial Position. Any potential future increase in the valuation of the digital assets will result in an increase in the Deferred Tax Liability of approximately 13.25% of the unrealized gains.

Shareholders’ Equity Highlights

The shareholders’ equity as at June 30, 2023 was $116.5 million compared to $75.6 million on December 31, 2022. The increase was primarily due to the revaluation of the Company’s digital assets given the 58% increase in the Ether price during the quarter. The Net Equity Value per Share also increased to $3.41 per share on June 30, 2023 from $2.24 on December 31, 2022. The number of shares outstanding increased in 2023 to 34.20 million from 33.75 million on December 31, 2022.

The Company’s unaudited interim financial statements and the MD&A have been filed on SEDAR and may be viewed under the Company’s profile at www.sedarplus.com. Capitalized terms used and not defined in this news release have the meanings given to them in the Company’s quarterly financial statements and/or MD&A for the period ended June 30, 2023.

Interim CFO Announcement

The Company is also pleased to announce the appointment of Jillian Friedman as interim Chief Financial Officer, effective August 16^th 2023. Ms. Friedman joined Ether Capital as Chief Operating Officer in March 2022 and will continue to oversee operations in addition to the finance mandate. The Company would like to express appreciation and gratitude to departing CFO, Ian McPherson.

About Ether Capital Corporation

The Company’s mission is to be the premier access point in the public markets for investment in Ethereum’s native token, Ether. The Company generates yield on its Ether treasury through staking, a process that allows Ether holders to participate in securing the Ethereum network and earn rewards in the form of additional Ether tokens.

The Company’s strategy is to hold and stake Ether, build intellectual property related to staking and Ethereum infrastructure in general, and supplement staking income with consulting and sub-advisory mandates in the digital asset sector. For more information, please visit http://ethcap.co.

The content of this document is for informational purposes only and is not being provided in the context of an offering of any securities described herein, nor is it a recommendation or solicitation to buy, hold or sell any security. The information is not investment advice, nor is it tailored to the needs or circumstances of any investor. Information contained in this document is not, and under no circumstances is it to be construed as, an offering memorandum, prospectus, advertisement, or public offering of securities. No securities commission or similar regulatory authority has reviewed this document and any representation to the contrary is an offence. Information in this press release is current only as of the date provided and Ether Capital is under no obligation to update this information, other than in accordance with applicable securities laws.

Non-IFRS Measures

The Company’s condensed consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The Company refers to the Operating Revenue less Operating Expenses, which is a non-IFRS financial measure. This non-IFRS measure is not defined by IFRS, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers. The Company has presented such non-IFRS measure as management believes it is a relevant measure of the Company’s operating performance independent of asset valuation changes. Non-IFRS measures should not be considered as alternatives to the information set out in the Company’s financial statements. The definition of Revenue less Operating Expenses and its reconciliation is included above in a table within this press release.

Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. The Company cautions the reader not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. Generally, but not always, forward-looking information can be identified by the use of forward-looking terminology such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “on pace,” “anticipates,” or “does not anticipate,” “believes,” and similar expressions or state that certain actions, events or results “may,” “could,” “would,” “should,” “might,” or “will” be taken, occur or be achieved.

Forward-looking statements are based on information available to management at the time they are made, management’s current plans, estimates, assumptions, judgments and expectations. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to the risk factors discussed in the Company’s Annual Information Form dated March 23, 2023, the Risk Factors section in its most recently filed Management Discussion and Analysis and its other filings available online at www.sedarplus.com. Although the forward-looking information contained in this press release is based on assumptions that the Company believes to be reasonable at the date such statements are made, there can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. In addition, the Company cautions the reader that information provided in this press release is provided to give context to the nature of some of the Company’s future plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update or revise any forward-looking information, except in accordance with applicable securities laws.

Contacts

Brian Mosoff

Chief Executive Officer

[email protected]

Jillian Friedman

Chief Operating Officer

[email protected]

Ashley Stanhope

Senior Associate, KPW Communications

[email protected]