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ISHARES GOLD TRUST 10-Q 2014

Documents found in this filing:

  1. 10-Q
  2. Ex-31
  3. Ex-31
  4. Ex-32
  5. Ex-32
  6. Ex-32
iau20140930_10q.htm Table Of Contents 

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2014

 

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: 001-32418

 


iShares® Gold Trust

(Exact name of registrant as specified in its charter)


 

New York

81-6124036

(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)

 


N/A

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


 

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 ☒ 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 ☒ 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 ☒

 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 ☒

 



 

Table of Contents

  Page

PART I – FINANCIAL INFORMATION

 
     

Item 1.

Financial Statements (Unaudited)

1

     
 

Balance Sheets at September 30, 2014 and December 31, 2013

1

     
 

Income Statements for the three and nine months ended September 30, 2014 and 2013

2

     
 

Statements of Changes in Shareholders’ Equity (Deficit) for the nine months ended September 30, 2014 and the year ended December 31, 2013

 3

     
 

Statements of Cash Flows for the nine months ended September 30, 2014 and 2013

4

     
 

Schedule of Investments at September 30, 2014

5

     
 

Notes to Financial Statements

6

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

     

Item 4.

Controls and Procedures

13

     

PART II – OTHER INFORMATION

 
   

Item 1.

Legal Proceedings

14

     

Item 1A.

Risk Factors

14

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

     

Item 3.

Defaults Upon Senior Securities

15

     

Item 4.

Mine Safety Disclosures

15

     

Item 5.

Other Information

15

     

Item 6.

Exhibits

15

     

SIGNATURES

16

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

iShares® Gold Trust

Balance Sheets (Unaudited)

At September 30, 2014 and December 31, 2013

 

   

September 30,

   

December 31,

 

(Dollar amounts in $000’s, except for per Share amounts)

 

2014

   

2013

 
ASSETS                
Current assets                

Investment in gold bullion

  $ 6,352,888 (a)   $  

Gold bullion inventory

          6,329,194 (b)

Payable for capital Shares redeemed

          (56,772 )

TOTAL ASSETS

  $ 6,352,888     $ 6,272,422  
                 
LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)                
Current liabilities                

Sponsor’s fees payable

  $ 1,349     $ 1,393  

Total liabilities

    1,349       1,393  
                 

Commitments and contingent liabilities (Note 6)

           

Redeemable capital Shares (at redemption value)

          6,271,029  

Shareholders’ equity (deficit)

    6,351,539 (c)      

TOTAL LIABILITIES, REDEEMABLE CAPITAL SHARES AND SHAREHOLDERS’ EQUITY (DEFICIT)

  $ 6,352,888     $ 6,272,422  
                 

Shares issued and outstanding(d)

    539,200,000       538,000,000  

Net asset value per Share(e)

  $ 11.78          

 


(a)     Presented at fair value at September 30, 2014 (cost: $6,304,081).

(b)     Presented at the lower of cost or market value at December 31, 2013 (fair value: $6,272,422). Please refer to Note 2C for accounting policy.

(c)     Represents net asset value. Please refer to Note 2D.

(d)     No par value, unlimited amount authorized.

(e)     Effective January 1, 2014, the Trust qualifies as an investment company for accounting purposes. Disclosure of net asset value per Share is required for investment companies. Please refer to Note 2B.

 

 

See notes to financial statements.

 

 

iShares® Gold Trust

Income Statements (Unaudited)

For the three and nine months ended September 30, 2014 and 2013

 

    Three Months Ended     Nine Months Ended  
   

September 30,

    September 30,  

(Dollar amounts in $000’s, except for per Share amounts)

 

2014

   

2013

   

2014

   

2013

 
Revenue                                

Proceeds from sales of gold bullion inventory to pay expenses

  $     $ 4,846     $     $ 18,230  

Cost of gold bullion inventory sold to pay expenses

          (4,958 )           (16,404 )

Gain (loss) on sales of gold bullion inventory to pay expenses

          (112 )           1,826  

Gain (loss) on gold bullion distributed for the redemption of Shares

          (10,448 )           194,513  

Total gain (loss) on sales and distributions of gold bullion

          (10,560 )           196,339  

Adjustment to gold bullion inventory(a)(b)

          782,673             (111,955 )

Total gain on gold bullion

          772,113             84,384  
Expenses                                

Sponsor’s fees

    4,293       4,790       12,708       17,334  

Total expenses(b)

    4,293       4,790       12,708       17,334  

Net investment loss(c)

    (4,293 )             (12,708 )        
Net Realized and Unrealized Gain (Loss)                                

Net realized gain from investment in gold bullion sold to pay expenses

    293             749        

Net realized gain from gold bullion distributed for the redemption of Shares

    5,830             15,012        

Net change in unrealized appreciation/depreciation on investment in gold bullion

    (529,525 )           48,807        

Net realized and unrealized gain (loss)

    (523,402 )           64,568        

NET INCOME (LOSS)

  $ (527,695 )   $ 767,323     $ 51,860     $ 67,050  
                                 

Net income (loss) per Share

  $ (0.96 )   $ 1.30     $ 0.10     $ 0.10  

Weighted-average Shares outstanding

    548,120,652       590,370,652       544,528,205       648,052,564  

 


(a)     In connection with the lower of cost or market valuation standard for inventory, at September 30, 2013 a market value recovery was recorded to partially offset the previously recorded market value reserve. Please refer to Note 2C for accounting policy.

(b)     In connection with the annual reporting close for the year ended December 31, 2013, management determined the manner in which it had previously reported the market value reserve on the Trust’s gold bullion inventory within previously issued interim financial statements was incorrect. The recognition of a market value reserve to the Trust’s inventory at September 30, 2013, which represents the adjustment necessary to reflect the carrying value of gold bullion inventory to the lower of cost or market value, was incorrectly reported as an expense of the Trust in the previously issued interim financial statements. Management determined that, according to U.S. GAAP, adjustments to the carrying value of the Trust’s gold bullion inventory should be reflected against the revenues such inventory generates. For the nine months ended September 30, 2013, total gain on gold was overstated by $894,628,016 and total expenses were overstated by the same amount in the previously issued interim financial statements. Management evaluated the impact of this correction to the previously issued financial statements and determined that the historical presentation of the inventory reserves did not materially misstate the previously issued interim financial statements; however, because of the amount involved with this adjustment, the presentation has been corrected, and the previously filed financial statements for the nine months ended September 30, 2013 have been revised accordingly.

(c)     Effective January 1, 2014, the Trust qualifies as an investment company for accounting purposes. Net investment loss is applicable to investment companies. Please refer to Note 2B.

 

 

See notes to financial statements.

 

 

iShares® Gold Trust

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

For the nine months ended September 30, 2014 and the year ended December 31, 2013

 

    Nine Months Ended     Year Ended  
(Dollar amounts in $000’s)   September 30, 2014     December 31, 2013  

Shareholders’ equity (deficit) – beginning of period(a)

  $ 6,271,029 (b)   $ (2,332,728 )

Subscriptions

    389,402        

Redemptions

    (360,752 )      

Net investment loss

    (12,708 )      

Net realized gain from investment in gold bullion sold to pay expenses

    749        

Net realized gain from gold bullion distributed for the redemption of Shares

    15,012        

Net change in unrealized appreciation/depreciation on investment in gold bullion

    48,807        

Net loss

          (628,066 )

Adjustment of redeemable capital Shares to redemption value

          2,960,794  

Shareholders’ equity (deficit) – end of period

  $ 6,351,539 (b)   $  

 


(a)     The Trust reclassified redeemable capital Shares as of December 31, 2013 into shareholders’ equity as part of its transition to investment company accounting effective January 1, 2014. Please refer to Note 2B.

(b)     Represents net asset value. Please refer to Note 2D.

 

 

See notes to financial statements.

 

 

iShares® Gold Trust

Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2014 and 2013

 

   

Nine Months Ended
September 30,

 

(Dollar amounts in $000’s)

 

2014

   

2013

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Proceeds from sales of gold bullion inventory to pay expenses

  $ 12,752     $ 18,230  

Expenses – Sponsor’s fees paid

    (12,752 )     (18,230 )

Net cash provided by operating activities

           

Increase (decrease) in cash

           

Cash, beginning of period

           

Cash, end of period

  $     $  

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

               

Net income

  $ 51,860     $ 67,050  
Adjustments to reconcile net income to net cash provided by operating activities:                

Proceeds from sales of investment in gold bullion sold to pay expenses

    12,752        

Net realized gain from investment in gold bullion sold to pay expenses

    (749 )      

Cost of gold bullion inventory sold to pay expenses

          16,404  

Net realized gain from gold bullion distributed for the redemption of Shares

    (15,012 )     (194,513 )

Net change in unrealized appreciation/depreciation on investment in gold bullion

    (48,807 )      

Adjustment to gold bullion inventory(a)

          111,955  
Change in operating assets and liabilities:                

Sponsor’s fees payable

    (44 )     (896 )

Net cash provided by operating activities

  $     $  
Supplemental disclosure of non-cash information:                

Gold bullion contributed for subscription of Shares(b)

  $ 389,402     $ 847,967  

Gold bullion distributed for redemption of Shares(b)

  $ (360,752 )   $ (2,458,045 )

 


(a)     Net value of amounts previously reported as “market value reserve” and “market value recovery.” Please refer to Note 2C for accounting policy.

(b)     Presented at fair value for the nine months ended September 30, 2014 and at cost for the nine months ended September 30, 2013.

 

 

 See notes to financial statements.

 

 

iShares® Gold Trust

Schedule of Investments(a) (Unaudited)

At September 30, 2014

 

(All Balances in 000’s)    

Description

 

Ounces

   

Cost

   

Fair Value

   

Percentage of
Net Asset Value

 

Gold bullion

    5,222.3     $ 6,304,081     $ 6,352,888       100.02 %

 


(a)     Effective January 1, 2014, the Trust qualifies as an investment company for accounting purposes. Disclosure of a schedule of investments is required for investment companies. Please refer to Note 2B.

 

 

See notes to financial statements.

 

 

iShares® Gold Trust

Notes to Financial Statements (Unaudited)

September 30, 2014

 

1 - Organization

 

The iShares® Gold Trust (the “Trust”) was organized on January 21, 2005 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 Third 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 Trust seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust is designed to provide a vehicle for investors to own interests in gold 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, 2013, as filed with the SEC on February 28, 2014.

 

Effective January 1, 2014, the Trust qualifies as an investment company for accounting purposes and follows the accounting and reporting guidance under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services – Investment Companies (“Topic 946”), but is not registered, and is not required to be registered, under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Please refer to Note 2B Investment Company Status.

 

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.

Investment Company Status

 

In June 2013, the FASB issued Accounting Standards Update 2013-08, Investment Companies – Amendments to the Scope, Measurement, and Disclosure Requirements (“ASU 2013-08”). ASU 2013-08 is an update to Topic 946 that 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 interim and annual periods beginning after December 15, 2013 and is required to be applied prospectively. Assessment of the Trust’s status as an investment company under ASU 2013-08 determined that the Trust meets all of the fundamental characteristics of an investment company for accounting purposes. As a result, effective January 1, 2014, the Trust qualifies as an investment company solely for accounting purposes pursuant to the accounting and reporting guidance under Topic 946, but is not registered, and is not required to be registered, under the Investment Company Act.

 

As a result of the prospective application at ASU 2013-08, certain disclosures required by Topic 946 are only presented for periods beginning

January 1, 2014. Financial statements and disclosures for periods prior to January 1, 2014 will continue to be presented in their previously reported form, however certain captions have been changed. The primary changes to the financial statements resulting from the adoption of ASU 2013-08 and application of Topic 946 include:

 

 

reporting of gold bullion at fair value on the Balance Sheet, which was previously reported at the lower of cost or market;

 

recognition of the change in unrealized appreciation or depreciation on investment in gold bullion is reported on the Income Statement, which was previously reported as an “Adjustment of redeemable capital Shares to redemption value” on the Statement of Changes in Shareholders’ Equity (Deficit);

 

Shares of the Trust are classified as “Shareholders’ equity,” representing the net asset value on the Balance Sheet, which was previously classified as “Redeemable capital Shares.” An adjustment was recorded at January 1, 2014 to reclassify the balance of redeemable capital Shares at December 31, 2013 into shareholders’ equity as follows (all balances in 000’s):

 

   

Balance at
December 31, 2013

   

ASU 2013-08
Transition
Adjustment

   

Balance at
January 1, 2014

 

Redeemable capital Shares

  $ 6,271,029     $ (6,271,029 )   $  

Shareholders’ equity

          6,271,029       6,271,029  

 

 

the addition of a Schedule of Investments and a Financial Highlights note to the financial statements.

 

 

ASU 2013-08 prescribes that an entity that qualifies as an investment company as a result of an assessment of its status shall account for the effect of the change in status prospectively from the date of the change in status and shall recognize any impact as a cumulative effect adjustment to the net asset value at the beginning of the period. No cumulative effect adjustment to net asset value was required to be recorded as a result of adopting ASU 2013-08 because the fair value of gold bullion held by the Trust equaled the cost of gold bullion held by the Trust at December 31, 2013 and therefore there was no accumulated shareholders’ equity (deficit).

 

C.

Gold Bullion

 

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

 

Beginning January 1, 2014, the gold bullion held by the Trust is valued at fair value. Prior to January 1, 2014, the gold bullion held by the Trust was valued at the lower of cost or market, using the average cost method. In applying the lower of cost or market valuation, if the fair value of the gold bullion held was lower than its average cost during the interim periods, an adjustment (“market value reserve”) to cost was recorded by the Trust to reflect fair value. If the fair value of the gold bullion held increased subsequent to the market value reserve being recorded, a “market value recovery” was recorded during an interim period in the same fiscal year that the market value reserve had been recorded by the Trust. The market value recovery recorded at an interim period could not exceed the previously recognized market value reserve. At the end of the Trust’s fiscal year, management made a determination as to whether the reserve was recovered or whether the cost basis of gold bullion was written down. The market value reserve, market value recovery and inventory write down each were reported as a component of “Adjustment to gold bullion inventory.”

 

Fair value of the gold bullion is based on the price of gold fixed in the afternoon of each working day (London time) by the London Gold Market Fixing Ltd. (“London PM Fix”). If there is no announced London PM Fix on a business day, the Trustee is authorized to use the most recently announced price fixed by the London Gold Market Fixing Ltd. in the morning (London time) of the day the valuation takes place (such price, the “London AM Fix”).

 

Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.

 

The following table summarizes activity in gold bullion for the three months ended September 30, 2014 (all balances in 000’s):

 

   

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    5,297.3     $ 6,387,552     $ 6,965,884     $  

Gold bullion contributed

    69.8       91,225       91,225        

Gold bullion distributed

    (141.4 )     (170,668 )     (176,498 )     5,830  

Gold bullion sold

    (3.4 )     (4,028 )     (4,321 )     293  

Net realized gain on gold bullion

                6,123        

Net change in unrealized appreciation/depreciation on investment in gold bullion

                (529,525 )      

Ending balance

    5,222.3     $ 6,304,081     $ 6,352,888     $ 6,123  

 

The following table summarizes activity in gold bullion for the nine months ended September 30, 2014 (all balances in 000’s):

 

   

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    5,220.5     $ 6,272,422     $ 6,272,422     $  

Gold bullion contributed

    298.6       389,402       389,402        

Gold bullion distributed

    (286.8 )     (345,740 )     (360,752 )     15,012  

Gold bullion sold

    (10.0 )     (12,003 )     (12,752 )     749  

Net realized gain on gold bullion

                15,761        

Net change in unrealized appreciation/depreciation on investment in gold bullion

                48,807        

Ending balance

    5,222.3     $ 6,304,081     $ 6,352,888     $ 15,761  

 

 

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

 

   

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    5,756.2     $ 6,861,395     $ 6,861,395     $  

Gold contributed

    135.9       175,446       175,446        

Gold distributed

    (176.7 )     (237,938 )     (227,490 )     (10,448 )

Gold sold

    (3.7 )     (4,958 )     (4,846 )     (112 )

Adjustment to gold bullion inventory(a)

          782,673              

Adjustment for realized loss

                (10,560 )      

Adjustment for unrealized gain on gold bullion

                782,673        

Ending balance

    5,711.7     $ 7,576,618     $ 7,576,618     $ (10,560 )

  

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

 

   

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    6,999.9     $ 9,315,055     $ 11,647,783     $  

Gold contributed

    551.5       847,967       847,967        

Gold distributed

    (1,827.5 )     (2,458,045 )     (2,652,558 )     194,513  

Gold sold

    (12.2 )     (16,404 )     (18,230 )     1,826  

Adjustment to gold bullion inventory(b)

          (111,955 )            

Adjustment for realized gain

                196,339        

Adjustment for unrealized loss on gold bullion

                (2,444,683 )      

Ending balance

    5,711.7     $ 7,576,618     $ 7,576,618     $ 196,339  

 


(a)     Previously reported as "market value recovery."

(b)     Net value of amounts previously reported as “market value reserve” and “market value recovery.”

 

D.

Calculation of Net Asset Value

 

On each business day, as soon as practicable after 4:00 p.m. (New York time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the gold held by the Trust 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.

 

E.

Offering of the Shares

 

Trust Shares are issued and redeemed continuously in aggregations of 50,000 Shares in exchange for gold 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 gold is not reasonably practicable.

 

The per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the London PM Fix to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount of gold held by the Trust, after giving effect to its liabilities, sales to cover expenses and liabilities and any losses that may have occurred. If there is no announced London PM Fix on a business day, the Trustee is authorized to use the most recently announced London AM Fix.

 

When gold bullion is exchanged in settlement of a redemption, it is considered a sale of gold bullion for accounting purposes.

 

As noted in Note 2B above, beginning January 1, 2014, Shares of the Trust are classified as shareholders’ equity. The Trust reflects Shares issued and Shares redeemed within shareholders’ equity on trade date.

 

Share activity was as follows (all balances in 000’s):

 

   

Nine Months Ended
September 30, 2014

 
   

Shares

   

Amount

 

Shares issued

    30,800     $ 389,402  

Shares redeemed

    (29,600 )     (360,752 )

Net increase

    1,200     $ 28,650  

 

Prior to January 1, 2014, Shares of the Trust were classified as “redeemable” for balance sheet purposes. Due to the expected continuing sales and redemption of capital stock and the three-day period for Share settlement, the Trust reflected redeemable capital Shares sold as a receivable, rather than as contra equity. Shares redeemed were reflected as a contra asset on the trade date. Outstanding Trust Shares were reflected at redemption value, which was the net asset value per Share at the period end date. Adjustments to redemption value were reflected in shareholders’ equity (deficit).

 

 

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

 

   

Year Ended

December 31, 2013

 
   

Shares

   

Amount

 

Beginning balance

    719,550     $ 11,645,298  

Shares issued

    63,250       928,370  

Shares redeemed

    (244,800 )     (3,341,845 )

Redemption value adjustment

          (2,960,794 )

Ending balance

    538,000     $ 6,271,029  

 

F.

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, 2014 and has determined that no provision for income tax is required in 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 0.25% 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

 

The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability, or expense arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement and incurred without their (1) negligence, bad faith or willful misconduct or (2) reckless disregard of their obligations and duties under the Trust Agreement.

 

The Trust has agreed to indemnify the Custodian for any loss incurred in connection with the Custodian Agreement, other than losses due to the Custodian’s negligence, fraud or willful default.

 

6 - Commitments and Contingent Liabilities

 

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. 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.

 

7 - Concentration Risk

 

Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold. Accordingly, a decline in the price of gold 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 gold include large sales by the official sector (governments, central banks, and related institutions), an increase in the hedging activities of gold producers, and changes in the attitude of speculators, investors and other market participants towards gold.

 

 

8 - Financial Highlights

 

Effective January 1, 2014, the Trust qualifies as an investment company for accounting purposes. Disclosure of financial highlights is required for investment companies. Please refer to Note 2B. The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2014.

 

   

Three Months Ended

September 30, 2014

   

Nine Months Ended

September 30, 2014

 

Net asset value per Share, beginning of period

  $ 12.74     $ 11.66  
                 

Net investment loss(a)

    (0.01 )     (0.02 )

Net realized and unrealized gain (loss)(b)

    (0.95 )     0.14  

Net increase (decrease) in net assets from operations

    (0.96 )     0.12  

Net asset value per Share, end of period

  $ 11.78     $ 11.78  
                 

Total return, at net asset value(c)

    (7.54

)%

    1.03

%

                 
Ratio to average net assets:                

Net investment loss(d)

    (0.25

)%

    (0.25

)%

Expenses(d)

    0.25

%

    0.25

%

 


(a)     Based on average Shares outstanding during the period.

(b)     The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

(c)     Based on the change in net asset value of a Share during the period. Percentage is not annualized.

(d)     Percentage is annualized.

 

9 - Investment Valuation

 

U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Beginning January 1, 2014, the Trust’s policy is to value its investments at fair value.

 

Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:

 

Level 1 –

Unadjusted quoted prices in active markets for identical assets or liabilities;

 

 

Level 2 –

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

 

 

Level 3 –

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

 

At September 30, 2014, the value of the gold bullion held by the Trust is categorized as Level 1.

 

 

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,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. Except as required by applicable disclosure laws, 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® Gold 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 Third 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 gold bullion held by a custodian as an agent of the Trust responsible only to the Trustee.

 

The Trust is a passive investment vehicle and seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust does not engage in any activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of gold.

 

The Trust issues and redeems Shares only in exchange for gold, 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 “IAU.”

 

Valuation of Gold; 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 gold held by the Trust and determines the net asset value of the Trust and the net asset value per Share. The Trustee values the gold held by the Trust using the price fixed by the London Gold Market Fixing Ltd. in the afternoon (London time) of the day the valuation takes place (such price, the “London PM Fix”). If there is no announced London PM Fix on a business day, the Trustee is authorized to use the most recently announced price fixed by the London Gold Market Fixing Ltd. in the morning (London time) of the day the valuation takes place (such price, the “London AM Fix”). Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the value of the gold 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 gold.

 

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 gold 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 Gold Bullion

 

Beginning January 1, 2014, the gold bullion held by the Trust is valued at fair value. Prior to January 1, 2014, gold bullion held by the Trust was recorded at the lower of cost or market. In applying the lower of cost or market valuation, if the fair value of the gold bullion held was lower than its average cost during the interim periods, an adjustment (“market value reserve”) to cost was recorded by the Trust to reflect fair value. If the fair value of the gold bullion held increased subsequent to the market value reserve being recorded, a “market value recovery” was recorded during an interim period in the same fiscal year that the market value reserve had been recorded by the Trust. The market value recovery recorded at an interim period could not exceed the previously recognized market value reserve. At the end of the Trust’s fiscal year, management made a determination as to whether the reserve was recovered or whether the cost basis of gold bullion was written down. The market value reserve, market value recovery and inventory write down each were reported as a component of “Adjustment to gold bullion inventory.”

 

 

Fair value of the gold bullion is based on the London PM Fix. If there is no announced London PM Fix on a business day, the Trustee is authorized to use the most recently announced London AM Fix.

 

There are other indicators of the value of gold bullion that are available that could be different than that chosen by the Trust. The London PM Fix is used by the Trust because it is commonly used by the U.S. gold market as an indicator of the value of gold, and is permitted to be used under the Trust Agreement. The use of an indicator of the value of gold bullion other than the London PM Fix could result in materially different fair value pricing of the gold in the Trust. Please refer to Risk Factors under Part II, Item 1A of this report.

 

Results of Operations

 

The Quarter Ended September 30, 2014

 

The Trust’s net asset value fell from $6,964,507,211 at June 30, 2014 to $6,351,538,769 at September 30, 2014, an 8.80% decrease. The decrease in the Trust’s net asset value resulted primarily from a decline in the London fix price, which fell 7.49% from $1,315.00 at June 30, 2014 to $1,216.50 at September 30, 2014. The Trust’s net asset value was also affected by a decrease in outstanding Shares, which fell from 546,600,000 Shares at June 30, 2014 to 539,200,000 Shares at September 30, 2014, a consequence of 7,200,000 Shares (144 Baskets) being created and 14,600,000 Shares (292 Baskets) being redeemed during the quarter.

 

The 7.54% decline in the Trust’s net asset value per Share from $12.74 at June 30, 2014 to $11.78 at September 30, 2014 is directly related to the 7.49% decrease in the London fix price.

 

The Trust’s net asset value per Share decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $4,292,633 for the quarter, or 0.06% of the Trust’s average weighted assets of $6,804,187,138 during the quarter. The net asset value per Share of $12.99 on July 10, 2014 was the highest during the quarter, compared with a low during the quarter of $11.75 on September 22, 2014. 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 gold 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 quarter ended September 30, 2014 was $527,694,779, resulting from a net investment loss of $4,292,633, a net realized gain of $292,557 from investment in gold bullion sold to pay expenses, a net realized gain of $5,830,407 on gold bullion distributed for the redemption of Shares and a net changed in unrealized appreciation/depreciation on investment in gold bullion of $529,525,110. Other than the Sponsor’s fees of $4,292,633, the Trust had no expenses during the quarter.

 

The Nine Months Ended September 30, 2014

 

The Trust’s net asset value grew from $6,271,029,069 at December 31, 2013 to $6,351,538,769 at September 30, 2014, a 1.28% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the London fix price, which rose 1.25% from $1,201.50 at December 31, 2013 to $1,216.50 at September 30, 2014. The Trust’s net asset value also benefited from an increase in outstanding Shares, which rose from 538,000,000 Shares at December 31, 2013 to 539,200,000 Shares at September 30, 2014, a consequence of 30,800,000 Shares (616 Baskets) being created and 29,600,000 Shares (592 Baskets) being redeemed during the period.

 

The 1.03% rise in the Trust’s net asset value per Share from $11.66 at December 31, 2013 to $11.78 at September 30, 2014 is directly related to the 1.25% increase in the London fix price.

 

The Trust’s net asset value per Share increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $12,707,629 for the period, or 0.19% of the Trust’s average weighted assets of $6,796,067,600 during the period. The net asset value per Share of $13.43 on March 14, 2014 was the highest during the period, compared with a low during the period of $11.75 on September 22, 2014. 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 gold 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 nine months ended September 30, 2014 was $51,860,224, resulting from a net investment loss of $12,707,629, a net realized gain of $748,545 from investment in gold bullion sold to pay expenses, a net realized gain of $15,012,281 on gold bullion distributed for the redemption of Shares and a net changed in unrealized appreciation/depreciation on investment in gold bullion of $48,807,027. Other than the Sponsor’s fees of $12,707,629, 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, 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

 

The Risk Factor disclosure contained in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on February 28, 2014, is hereby amended to add the following:

 

Changes in the administration of the London gold fix and any actual or perceived disruption of that benchmark may have an effect on the price of gold and, therefore, the value of your Shares.

 

The London PM Fix is currently a widely used reference price for determining the daily value of gold. On July 29, 2014, the London Bullion Market Association (“LBMA”) and the London Gold Market Fixing Limited (“LGMFL”) announced that in late August 2014, they would start soliciting proposals and market consultations with a view to appointing an independent third party to assume responsibility for the administration of the London gold fixing. According to the original announcement, the LBMA and the LGMFL anticipated that the selection of the new administrator would be announced in late September 2014 and the implementation will be completed by the end of 2014. As of the date of this filing, the LBMA indicates in its website that ICE Benchmark Administration has been selected as the third-party administrator of the London Fix, and that implementation will be complete during the first quarter of 2015.

 

These announcements follow press reports in March 2013 that the Commodity Futures Trading Commission (the “CFTC”) was reviewing the transparency of the setting of prices of gold and silver in London, and the imposition in May 2014 by the UK’s Financial Conduct Authority (the “FCA”) of a £26 million fine on Barclays Bank plc (one of the participants in the daily London gold fixing) for its failure to implement adequate risk and conflicts of interest management systems in connection with the conduct of one of its traders who, during the afternoon fixing on June 28, 2012, placed and withdrew sell orders allegedly seeking to influence the fixing outcome.

 

Because the objective of the Trust is to reflect the performance of the price of gold, any actual disruption of market activities resulting in the discovery of the price of gold will have an effect on the value of the Shares. In addition, if there is a perception that the price of gold is susceptible to intentional disruption, or if the new administration proceedings to be announced by the LBMA and the LGMFL later this year are not received with confidence by the markets, the behavior of investors and traders in gold may change, and those changes may have an effect on the price of gold (and, consequently, the value of the Shares). In either case, the intervention of extraneous events disruptive of the normal interaction of supply and demand at any given time may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.

 

Other effects of a disruption of the London gold fix on the operations of the Trust include the potential for an incorrect valuation of the Trust’s gold, an inaccurate computation of the Sponsor’s fees, and the sales of gold to cover Trust expenses at prices that do not accurately reflect the fundamentals of the gold market. Each of these events could have an adverse effect on the value of the Shares.

 

As of the date of this filing, the Sponsor does not have any reason to believe that the London PM Fix (used by the Trust for the daily valuation of its gold, the determination of the Sponsor’s fee and the price of gold sold to cover Trust expenses) may not fairly represent the price of the gold held by the Trust. Should this situation change, the Sponsor expects to use the powers granted by the Trust’s governing documents to seek to replace the London PM Fix with a more reliable indicator of the value of the Trust’s gold. There is no assurance that such alternative value indicator will be identified, or that the process of changing from the London PM Fix to a new benchmark price will not adversely affect the price of the Shares.

 

 

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

 

a) None.

 

b) Not applicable.

 

c) 14,600,000 Shares (292 Baskets) were redeemed during the quarter ended September 30, 2014.

 

Period

 

Total Number of Shares

Redeemed

   

Average Ounces of

Gold Per Share

 

07/01/14 to 07/31/14

    1,500,000       0.0097  

08/01/14 to 08/31/14

    3,800,000       0.0097  

09/01/14 to 09/30/14

    9,300,000       0.0097  

Total

    14,600,000       0.0097  

 

 

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

 

Third 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 Amendment No. 1 to Annual Report on Form 10-K on November 12, 2008

     

10.1

 

First Amended and Restated Custodian Agreement between The Bank of New York Mellon and JPMorgan Chase Bank N.A., London branch, is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on September 2, 2010

     

10.2

 

Sub-license Agreement is incorporated by reference to Exhibit 10.2 filed with Amendment No. 1 to Annual Report on Form 10-K on November 12, 2008

     

10.3

 

First Amendment to First Amended and Restated Custodian Agreement between The Bank of New York Mellon and JPMorgan Chase Bank N.A., London branch, is incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on February 14, 2012

     

10.4

 

Assignment, Delegation and Assumption Agreement between BlackRock Asset Management International Inc. and iShares® Delaware Trust Sponsor LLC is incorporated by reference to Exhibit 10.4 filed with Post-Effective Amendment No. 1 to Registration Statement No. 333-184325 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® Gold Trust (registrant)

 

/s/ Patrick J. Dunne

 

Patrick J. Dunne

President and Chief Executive Officer

(Principal executive officer)

 

Date: November 7, 2014

 

 

/s/ Jack Gee

 

Jack Gee

Chief Financial Officer

(Principal financial and accounting officer)

 

Date: November 7, 2014

 


*     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.

 

 

 

16 

 

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