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  • 10-Q (Nov 7, 2017)
  • 10-Q (Aug 8, 2017)
  • 10-Q (May 5, 2017)
  • 10-Q (Nov 7, 2016)
  • 10-Q (Aug 8, 2016)
  • 10-Q (May 6, 2016)

 
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ISHARES GOLD TRUST 10-Q 2017

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
iau20170930_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, 2017

or

 

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)(Zip Code)

 

(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ☒ Accelerated filer  ☐  
     
Non-accelerated filer  ☐ Smaller reporting company  ☐ Emerging growth company  ☐
(Do not check if a smaller reporting company)    

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

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

     
 

Statements of Assets and Liabilities at September 30, 2017 and December 31, 2016

1

     
 

Statements of Operations for the three and nine months ended September 30, 2017 and 2016

2

     
 

Statements of Changes in Net Assets for the nine months ended September 30, 2017 and the year ended December 31, 2016

3

     
 

Statements of Cash Flows for the nine months ended September 30, 2017 and 2016

4

     
 

Schedules of Investments at September 30, 2017 and December 31, 2016

5

     
 

Notes to Financial Statements

6

     

Item 2.

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

10

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

     

Item 4.

Controls and Procedures

11

   

PART II – OTHER INFORMATION

 
   

Item 1.

Legal Proceedings

12

     

Item 1A.

Risk Factors

12

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

     

Item 3.

Defaults Upon Senior Securities

12

     

Item 4.

Mine Safety Disclosures

12

     

Item 5.

Other Information

12

     

Item 6.

Exhibits

13

     

SIGNATURES

14

  

      

PART 1 FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

    

iShares Gold Trust

Statements of Assets and Liabilities (Unaudited)

At September 30, 2017 and December 31, 2016

    

   

September 30,

   

December 31,

 
   

2017

   

2016

 

Assets

               

Investment in gold bullion, at fair value(a)

  $ 9,428,726,089     $ 7,311,674,849  

Total Assets

    9,428,726,089       7,311,674,849  
                 

Liabilities

               

Sponsor’s fees payable

    1,921,601       1,543,829  

Total Liabilities

    1,921,601       1,543,829  
                 

Commitments and contingent liabilities (Note 6)

           
                 

Net Assets

  $ 9,426,804,488     $ 7,310,131,020  
                 

Shares issued and outstanding(b)

    764,450,000       655,000,000  

Net asset value per Share (Note 2C)

  $ 12.33     $ 11.16  

  


(a)

Cost of investment in gold bullion: $9,047,063,229 and $7,706,923,343, respectively.

(b)

No par value, unlimited amount authorized.

    

 

See notes to financial statements.

 

    

iShares Gold Trust

Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2017 and 2016

    

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Expenses

                               

Sponsor’s fees

  $ 5,574,503     $ 5,953,865     $ 15,513,955     $ 15,028,608  

Total expenses

    5,574,503       5,953,865       15,513,955       15,028,608  

Net investment loss

    (5,574,503 )     (5,953,865 )     (15,513,955 )     (15,028,608 )
                                 
Net Realized and Unrealized Gain (Loss)                                
Net realized gain (loss) from:                                

Gold bullion sold to pay expenses

    204,104       494,979       246,676       484,072  

Gold bullion distributed for the redemption of Shares

    14,453,668       6,657,663       18,998,291       16,154,966  

Net realized gain

    14,657,772       7,152,642       19,244,967       16,639,038  

Net change in unrealized appreciation/depreciation

    258,137,498       (7,738,711 )     776,911,354       1,440,006,049  

Net realized and unrealized gain (loss)

    272,795,270       (586,069 )     796,156,321       1,456,645,087  
                                 

Net increase (decrease) in net assets resulting from operations

  $ 267,220,767     $ (6,539,934 )   $ 780,642,366     $ 1,441,616,479  
                                 

Net increase (decrease) in net assets per Share

  $ 0.37     $ (0.01 )   $ 1.13     $ 2.18  

 

 

See notes to financial statements.

 

 

iShares Gold Trust

Statements of Changes in Net Assets (Unaudited)

For the nine months ended September 30, 2017 and the year ended December 31, 2016

   

   

Nine Months Ended

   

Year Ended

 
   

September 30, 2017

   

December 31, 2016

 

Net Assets, Beginning of Period

  $ 7,310,131,020     $ 5,209,802,846  
                 
Operations:                

Net investment loss

    (15,513,955 )     (20,312,154 )

Net realized gain

    19,244,967       25,068,804  

Net change in unrealized appreciation/depreciation

    776,911,354       303,987,270  

Net increase in net assets resulting from operations

    780,642,366       308,743,920  
                 
                 
Capital Share Transactions:                

Contributions for Shares issued

    2,067,477,206       3,784,339,342  

Distributions for Shares redeemed

    (731,446,104 )     (1,992,755,088 )

Net increase in net assets from capital share transactions

    1,336,031,102       1,791,584,254  
                 

Increase in net assets

    2,116,673,468       2,100,328,174  
                 

Net Assets, End of Period

  $ 9,426,804,488     $ 7,310,131,020  
                  
Shares issued and redeemed                

Shares issued

    170,000,000       314,850,000  

Shares redeemed

    (60,550,000 )     (167,950,000 )

Net increase in Shares issued and outstanding

    109,450,000       146,900,000  

 

 

See notes to financial statements.

 

 

iShares Gold Trust

Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2017 and 2016

  

   

Nine Months Ended
September 30,

 
   

2017

   

2016

 

Cash Flows from Operating Activities

               

Proceeds from gold bullion sold to pay expenses

  $ 15,136,183     $ 14,197,999  

Expenses – Sponsor’s fees paid

    (15,136,183 )     (14,197,999 )

Net cash provided by operating activities

           

Increase (decrease) in cash

           

Cash, beginning of period

           

Cash, end of period

  $     $  
                 

Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities

               

Net increase (decrease) in net assets resulting from operations

  $ 780,642,366     $ 1,441,616,479  

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

               

Proceeds from gold bullion sold to pay expenses

    15,136,183       14,197,999  

Net realized (gain) loss

    (19,244,967 )     (16,639,038 )

Net change in unrealized appreciation/depreciation

    (776,911,354 )     (1,440,006,049 )
Change in operating assets and liabilities:                

Sponsor’s fees payable

    377,772       830,609  

Net cash provided by (used in) operating activities

  $     $  
                 

Supplemental disclosure of non-cash information:

               

Gold bullion contributed for Shares issued

  $ 2,067,477,206     $ 3,555,013,884  

Gold bullion distributed for Shares redeemed

  $ (731,446,104 )   $ (570,304,850 )

 

 

See notes to financial statements.

   

  

iShares Gold Trust

Schedules of Investments (Unaudited)

At September 30, 2017 and December 31, 2016

  

September 30, 2017  

 

Description

 

Ounces

   

Cost

   

Fair Value

 

Gold bullion

    7,348,395     $ 9,047,063,229     $ 9,428,726,089  
                         

Total Investment – 100.02%

                    9,428,726,089  

Less Liabilities – (0.02)%

                    (1,921,601 )

Net Assets – 100.00%

                  $ 9,426,804,488  

 

December 31, 2016

 

Description

 

Ounces

   

Cost

   

Fair Value

 

Gold bullion

    6,308,062     $ 7,706,923,343     $ 7,311,674,849  
                         

Total Investment – 100.02%

                    7,311,674,849  

Less Liabilities – (0.02)%

                    (1,543,829 )

Net Assets – 100.00%

                  $ 7,310,131,020  

 

 

See notes to financial statements.

   

 

iShares Gold Trust

Notes to Financial Statements (Unaudited)

September 30, 2017

 

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 provisions of the Fourth Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of December 22, 2016. The Trust issues units of beneficial interest (“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 make an investment similar to an investment in gold.

 

The accompanying unaudited financial statements were prepared in accordance with generally accepted accounting principles 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, 2016, as filed with the SEC on February 24, 2017.

 

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

 

2 - Significant Accounting Policies

 

A.

Basis of Accounting

 

The following significant accounting policies are 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.

 

Certain statements and captions in the financial statements for the prior periods have been changed to conform to the current financial statement presentation.

 

B.

Gold Bullion

 

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

 

Fair value of the gold bullion held by the Trust is based on the price of gold determined in an auction hosted by ICE Benchmark Administration Limited (“IBA”) in the afternoon (London time), on each day that the London gold market is open for business, and announced by the London Bullion Market Association shortly thereafter (such price, the “LBMA Gold Price PM”). If there is no announced LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an auction hosted by IBA in the morning (London time) of that day (such price, the “LBMA Gold Price AM”), unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.

 

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

 

    

The following tables summarize activity in gold bullion for the three months ended September 30, 2017 and 2016:

 

Three Months Ended September 30, 2017

 

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    6,762,892     $ 8,277,677,317     $ 8,401,202,679     $  

Gold bullion contributed

    829,112       1,067,933,923       1,067,933,923        

Gold bullion distributed

    (239,388 )     (293,375,991 )     (307,829,659 )     14,453,668  

Gold bullion sold to pay expenses

    (4,221 )     (5,172,020 )     (5,376,124 )     204,104  

Net realized gain

                14,657,772        

Net change in unrealized appreciation/depreciation

                258,137,498        

Ending balance

    7,348,395     $ 9,047,063,229     $ 9,428,726,089     $ 14,657,772  

    

Three Months Ended September 30, 2016

 

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    6,692,964     $ 8,091,223,134     $ 8,839,732,130     $  

Gold bullion contributed

    673,745       902,311,073       902,311,073        

Gold bullion distributed

    (74,677 )     (91,045,362 )     (97,703,025 )     6,657,663  

Gold bullion sold to pay expenses

    (4,247 )     (5,162,864 )     (5,657,843 )     494,979  

Net realized gain

                7,152,642        

Net change in unrealized appreciation/depreciation

                (7,738,711 )      

Ending balance

    7,287,785     $ 8,897,325,981     $ 9,638,096,266     $ 7,152,642  

 

The following tables summarize activity in gold bullion for the nine months ended September 30, 2017 and 2016:

 

Nine Months Ended September 30, 2017

 

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    6,308,062     $ 7,706,923,343     $ 7,311,674,849     $  

Gold bullion contributed

    1,634,973       2,067,477,206       2,067,477,206        

Gold bullion distributed

    (582,465 )     (712,447,813 )     (731,446,104 )     18,998,291  

Gold bullion sold to pay expenses

    (12,175 )     (14,889,507 )     (15,136,183 )     246,676  

Net realized gain

                19,244,967        

Net change in unrealized appreciation/depreciation

                776,911,354        

Ending balance

    7,348,395     $ 9,047,063,229     $ 9,428,726,089     $ 19,244,967  

 

Nine Months Ended September 30, 2016

 

Ounces

   

Average
Cost

   

Fair
Value

   

Realized
Gain (Loss)

 

Beginning balance

    4,905,568     $ 5,910,175,908     $ 5,210,940,144     $  

Gold bullion contributed

    2,854,595       3,555,013,884       3,555,013,884        

Gold bullion distributed

    (461,005 )     (554,149,884 )     (570,304,850 )     16,154,966  

Gold bullion sold to pay expenses

    (11,373 )     (13,713,927 )     (14,197,999 )     484,072  

Net realized gain

                16,639,038        

Net change in unrealized appreciation/depreciation

                1,440,006,049        

Ending balance

    7,287,785     $ 8,897,325,981     $ 9,638,096,266     $ 16,639,038  

  

C.

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 and other assets held by 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.

  

   

D.

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 Trustee 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 represents the per Share amount of gold held by the Trust, after giving effect to its liabilities. 

 

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

 

E.

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, 2017 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 and subsidiaries shall be indemnified by the Trust for any liability or expense incurred by any such person that arises out of or in connection with the performance of obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement, absent such person’s negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of such person’s duties and obligations.

 

The Trust has agreed that the Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Custodian’s negligence, fraud or willful default in the performance of its duties.

 

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

 

The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2017 and 2016.

 

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2017

   

2016

   

2017

   

2016

 

Net asset value per Share, beginning of period

  $ 11.95     $ 12.73     $ 11.16     $ 10.25  
                                 

Net investment loss(a)

    (0.01 )     (0.01 )     (0.02 )     (0.02 )

Net realized and unrealized gain(b)

    0.39       0.02       1.19       2.51  

Net increase in net assets from operations

    0.38       0.01       1.17       2.49  

Net asset value per Share, end of period

  $ 12.33     $ 12.74     $ 12.33     $ 12.74  
                                 

Total return, at net asset value(c)(d)

    3.18

%

    0.08

%

    10.48

%

    24.29

%

                                 

Ratio to average net assets:

                               

Net investment loss(e)

    (0.25

)%

    (0.25

)%

    (0.25

)%

    (0.25

)%

Expenses(e)

    0.25

%

    0.25

%

    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.

(d)

Percentage is not annualized.

(e)

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. The Trust’s policy is to value its investment 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, 2017 and December 31, 2016, 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 Fourth 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 (“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 (a “Basket”) or integral multiples thereof, and only in transactions with registered broker-dealers that have previously entered into an agreement with the Sponsor and the Trustee governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”). A list of the current Authorized Participants is available from the Sponsor or the Trustee.

 

Shares of the Trust trade on NYSE Arca, Inc. under the ticker 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 (“NAV”). The Trustee values the gold held by the Trust using the price of gold determined in an auction hosted by ICE Benchmark Administration Limited (“IBA”) in the afternoon (London time) of the day the valuation takes place (such price, the “LBMA Gold Price PM”). If there is no announced LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an auction hosted by IBA in the morning (London time) of that day (such price, the “LBMA Gold Price AM”), unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. 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 NAV 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 generally accepted accounting principles 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, the Trust describes the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.

 

Valuation of Gold Bullion

 

There are other indicators of the value of gold bullion that are available that could be different than that chosen by the Trust. The LBMA Gold Price AM and LBMA Gold Price PM are used by the Trust because they are commonly used by the U.S. gold market as indicators of the value of gold, and are permitted to be used under the Trust Agreement. The use of indicators of the value of gold bullion other than the LBMA Gold Price AM and LBMA Gold Price PM could result in materially different fair value pricing of the gold held by the Trust.

 

      

Results of Operations

 

The Quarter Ended September 30, 2017

 

The Trust’s net asset value grew from $8,399,479,457 at June 30, 2017 to $9,426,804,488 at September 30, 2017, a 12.23% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 703,100,000 Shares at June 30, 2017 to 764,450,000 Shares at September 30, 2017, a consequence of 86,250,000 Shares (1,725 Baskets) being created and 24,900,000 Shares (498 Baskets) being redeemed during the quarter. The Trust’s net asset value also benefited from an increase in the price of gold, which rose 3.29% from $1,242.25 (LBMA Gold Price PM) at June 30, 2017 to $1,283.10 (LBMA Gold Price PM) at September 30, 2017.

 

The 3.18% increase in the Trust’s NAV from $11.95 at June 30, 2017 to $12.33 at September 30, 2017 is directly related to the 3.29% increase in the price of gold.

 

The Trust’s NAV increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $5,574,503 for the quarter, or 0.06% of the Trust’s average weighted assets of $8,857,554,543 during the quarter. The NAV of $12.94 on September 8, 2017 was the highest during the quarter, compared with a low during the quarter of $11.65 on July 11, 2017.

 

Net increase in net assets resulting from operations for the quarter ended September 30, 2017 was $267,220,767, resulting primarily from an unrealized gain on investment in gold bullion of $258,137,498, a net realized gain of $14,453,668 on gold distributed for the redemption of Shares and a net realized gain of $204,104 from gold bullion sold to pay expenses during the quarter, offset by a net investment loss of $5,574,503. Other than the Sponsor’s fees of $5,574,503, the Trust had no expenses during the quarter.

 

The Nine Months Ended September 30, 2017

 

The Trust’s net asset value grew from $7,310,131,020 at December 31, 2016 to $9,426,804,488 at September 30, 2017, a 28.96% increase. The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding Shares, which rose from 655,000,000 Shares at December 31, 2016 to 764,450,000 Shares at September 30, 2017, a consequence of 170,000,000 Shares (3,400 Baskets) being created and 60,550,000 Shares (1,211 Baskets) being redeemed during the period. The Trust’s net asset value also benefited from an increase in the price of gold, which rose 10.70% from $1,159.10 (LBMA Gold Price AM) at December 31, 2016 to $1,283.10 (LBMA Gold Price PM) at September 30, 2017.

 

The 10.48% increase in the Trust’s NAV from $11.16 at December 31, 2016 to $12.33 at September 30, 2017 is directly related to the 10.70% increase in the price of gold.

 

The Trust’s NAV increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $15,513,955 for the period, or 0.19% of the Trust’s average weighted assets of $8,304,576,031 during the period. The NAV of $12.94 on September 8, 2017 was the highest during the period, compared with a low during the period of $11.08 on January 3, 2017.

 

Net increase in net assets resulting from operations for the nine months ended September 30, 2017 was $780,642,366, resulting primarily from an unrealized gain on investment in gold bullion of $776,911,354, a net realized gain of $18,998,291 on gold distributed for the redemption of Shares and a net realized gain of $246,676 from gold bullion sold to pay expenses during the period, offset by a net investment loss of $15,513,955. Other than the Sponsor’s fees of $15,513,955, 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 were 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, 2016, filed with the Securities and Exchange Commission on February 24, 2017.

 

 

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

 

a) None.

 

b) Not applicable.

 

c) 24,900,000 Shares (498 Baskets) were redeemed during the quarter ended September 30, 2017.

 

Period

 

Total Number of Shares
Redeemed

   

Average Ounces of
Gold Paid Per Share

 

07/01/17 to 07/31/17

    10,300,000     $ 0.0096  

08/01/17 to 08/31/17

    12,600,000       0.0096  

09/01/17 to 09/30/17

    2,000,000       0.0096  

Total

    24,900,000     $ 0.0096  

 

 

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

 

Fourth Amended and Restated Depositary Trust Agreement is incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on December 22, 2016

     

4.2

 

Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by the Registrant on December 22, 2016

     

10.1

 

Second 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 of the Current Report on Form 8-K filed by the Registrant on December 22, 2016

     

10.2

 

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

     

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/ Paul Lohrey
Paul Lohrey
Director, President and Chief Executive Officer
(Principal executive officer)

 

Date: November 7, 2017

 

 

/s/ Jack Gee
Jack Gee
Director and Chief Financial Officer
(Principal financial and accounting officer)

 

Date: November 7, 2017

 


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

 

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