What changed in this filing

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Item 1. Financial Statements

2020-11-06 compared with 2020-05-08 · 121 added, 277 removed, 168 unchanged (70% of the section changed)

1 unchanged sentence

of Assets and Liabilities

March 31, 2020 (unaudited) and June 30, 2019

in 000’s of US$ except share and per share data

in gold bullion, at fair value (1)

payable to Sponsor

issued and outstanding (2)

asset value per Share

September 30, 2020 (unaudited) and June 30, 2020

Amounts in 000’s of US$ except share and per share data

September 30, 2020

June 30, 2020

Investment in gold bullion, at fair value (1)

Fees payable to Sponsor

Total Liabilities

Shares issued and outstanding (2)

Net asset value per Share

of investment in gold bullion:

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of Investments

March 31, 2020 (unaudited) and June 30, 2019

in 000’s of US$, except for ounces and percentages

31, 2020 (unaudited)

in excess of other assets

September 30, 2020 (unaudited) and June 30, 2020

in 000’s of US$, except for ounces and percentages

September 30, 2020 (unaudited)

Total investment

Liabilities in excess of other assets

June 30, 2020

Total investment

Liabilities in excess of other assets

Notes to the Financial Statements

of Operations (Unaudited)

the three and nine months ended March 31, 2020 and 2019

in 000’s of US$, except per share data

March 31, 2020

March 31, 2019

March 31, 2020

March 31, 2019

investment loss

realized and unrealized gains (losses)

realized gain (loss) from:

bullion sold to pay expenses

bullion distributed for the redemption of Shares

realized gain (loss)

change in unrealized appreciation (depreciation)

realized and unrealized gain (loss)

increase (decrease) in net assets resulting from operations

increase (decrease) in net assets per share

average number of shares (in 000’s)

for effect of stock split.

The stock split was effective on March 7, 2019.

the three months ended September 30, 2020 and 2019

Amounts in 000’s of US$, except per share data

Three Months Ended September 30, 2020 (unaudited)

Three Months Ended September 30, 2019 (unaudited)

Total expenses

Net investment loss

Net realized and unrealized gains (losses)

Net realized gain (loss) from:

Gold bullion sold to pay expenses

Gold bullion distributed for the redemption of Shares

Net realized gain (loss)

Net change in unrealized appreciation (depreciation)

Net realized and unrealized gain (loss)

Net increase (decrease) in net assets resulting from operations

Net increase (decrease) in net assets per share

Weighted average number of shares (in 000’s)

Notes to the Financial Statements

of Changes in Net Assets

the nine months ended March 31, 2020 (unaudited)

in 000’s of US$

Assets at July 1, 2019

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at September 30, 2019

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at December 31, 2019

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at March 31, 2020

the nine months ended March 31, 2019 (unaudited)

in 000’s of US$

Assets at July 1, 2018

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at September 30, 2018

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at December 31, 2018

investment gain (loss)

realized gain (loss) from gold bullion sold to pay expenses

realized gain (loss) from gold bullion distributed for redemptions

change in unrealized gain (loss) on investment in gold

Assets at March 31, 2019

of Changes in Net Assets (Unaudited)

the three months ended September 30, 2020 and 2019 (unaudited)

Amounts in 000’s of US$

Three Months Ended September 30, 2020 (unaudited)

Three Months Ended September 30, 2019 (unaudited)

Net Assets – beginning of the period

Creation of 10,050,000 and 2,500,000 shares respectively

Redemption of 400,000 and 0 shares respectively

Net investment loss

Net realized gain (loss) gold bullion sold to pay expenses

Net realized gain (loss) from gold bullion distributed for redemption

Net Change in unrealized appreciation (depreciation) on in investment in gold bullion

Net Assets – end of period

Notes to the Financial Statements

Highlights (Unaudited)

For the three and nine months ended

March 31, 2020 and 2019

Share Performance

a Share outstanding throughout each period) (1)

March 31, 2020

March 31, 2019

March 31, 2020

March 31, 2019 (1)

asset value per Share at beginning of period

investment income (loss) (2)

realized and unrealized gain (loss) on investment in gold

change in net assets from operations

asset value per Share at end of period

return, at net asset value (3)

assets ($000’s)

to average net assets

investment loss (4)

for effects of stock split.

Stock split was effective on March 7, 2019.

the three months ended September 30, 2020 and 2019

Per Share Performance

(for a Share outstanding throughout each period)

Ended September

Ended September 30, 2019

Net asset value per Share at beginning of period

Net investment gain (loss) (1)

Net realized and unrealized gain (loss) on investment in gold bullion

Net change in net assets from operations

Net asset value per Share at end of period

Total return ratio, at net asset value (2)

Net assets ($000’s)

Ratio to average net assets

Net investment loss (3)

using the average shares outstanding method

3 unchanged sentences

GraniteShares

Gold Trust (the “Trust”) is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture.

The Sponsor of the Trust, GraniteShares LLC (the “Sponsor”), is responsible for, among other things, overseeing the

performance of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including

Gold Trust (the “Trust”) is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture.

The Sponsor of the Trust, GraniteShares LLC (the “Sponsor”), is responsible for, among other things, overseeing the

performance of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including

the preparation of financial statements.

1 unchanged sentence

objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust

at that time less the Trust’s accrued expenses and liabilities as of that time.

The Shares are intended to constitute a

6 unchanged sentences

Share and per Share information of the Trust.

Therefore, the split did not change the aggregate net asset value of a shareholder’s

investment at the time of the split.

fiscal year end for the Trust is June 30.

capitalized terms shall have the meaning as set forth in the Trust’s registration statement.

Significant accounting policies

Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for reporting

Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for reporting

purposes, the Trust is classified as an Investment Company.

7 unchanged sentences

Valuation of Gold

Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”).

ASC 820 provides guidance for determining

2 unchanged sentences

between market participants at the measurement date.

is held by ICBC Standard Bank Plc (the “Custodian”), on behalf of the Trust, at the Custodian’s London, United

Kingdom vaulting premises.

The cost of gold is determined according to the average cost method and the fair value is based on

the London Bullion Market Association (“LBMA”) PM Gold Price.

If there is no LBMA Gold Price PM on any day, the Trustee

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tradable and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds

for LBMA authorized participating gold bullion banks or market makers that establishes a reference gold price for that day’s

per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price

11 unchanged sentences

Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing

the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,

and that would be based on the best information available.

Trustee categorizes the Trust’s investment in gold as a level 1 asset within the ASC 820 hierarchy.

Expenses, realized gains and losses

Trust’s only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized

rate equal to 0.1749 % of the adjusted daily net asset value of the Trust, paid monthly in arrears.

1 unchanged sentence

annualized rate equaled 0.20 %.

Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly

fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing

fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,

Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly

fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing

fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,

audit fees and certain legal expenses.

of March 31, 2020, the fees payable to the Sponsor were $104,849.

of September 30, 2020, the fees payable to the Sponsor were $ 189,151 .

As of June 30, 2020, the fees payable to the Sponsor were

respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,

sell the Trust’s gold as necessary to pay these expenses.

When selling gold to pay expenses, the Trustee will endeavor to

sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other

Other than the Sponsor’s Fee, the Trust had no expenses during the –

three months and nine months ended

March 31, 2020 and 2019.

sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other

Other than the Sponsor’s Fee, the Trust had no expenses during the three months ended September 30, 2020 and

otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the LBMA PM

12 unchanged sentences

receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of

Shares respectively, where the gold has not yet been transferred to or from the Trust’s account.

Generally, ownership of

1 unchanged sentence

Creations and Redemptions of Shares

Trust issues and redeems in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Basket”) only

to Authorized Participants.

24 unchanged sentences

Sponsor or the Trust to effect any sale or resale of shares.

in the Shares for the nine months ended March 31, 2020 and 2019 were:

in 000’s)

in Number of Shares Created and Redeemed:

change in Number of Shares Created and Redeemed

in 000’s of US$)

in Value of Shares Created and Redeemed:

change in Value of Shares Created and Redeemed

Adjusted for effects of a 10-for-1 stock split.

Stock split was effective on March 7, 2019.

Trust is classified as a “grantor trust”

for United States federal income tax purposes.

Trust is classified as a “grantor trust” for United States federal income tax purposes.

As a result, the Trust itself

will not be subject to United States federal income tax.

Instead, the Trust’s income and expenses will “flow through”

to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue

Instead, the Trust’s income and expenses will “flow through”

to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue

Service on that basis.

Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined

that no reserves for uncertain tax positions are required as of March 31, 2020 and June 30, 2019.

Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust’s tax returns to determine

whether the tax positions are “more-likely-than-not”

to be sustained by the applicable tax authority.

that no reserves for uncertain tax positions are required as of September 30, 2020 and June 30, 2020.

Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust’s tax returns to determine

whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority.

Tax positions

2 unchanged sentences

Open tax years are those years that are open for examination by the relevant income taxing authority.

As of March 31,

As of September

30, 2020, the 2020, 2019 and 2018 tax years remain open for examination.

Emerging Growth Company qualification

Trust is an “emerging growth company”

as defined in the JOBS Act, and as such, is permitted to meet reduced public

Trust is an “emerging growth company” as defined in the JOBS Act, and as such, is permitted to meet reduced public

company reporting requirements.

Investment in gold

in ounces of gold and their respective values for the nine months ended March 31, 2020.

Amounts in 000’s of US$, except for ounces data

in ounces of gold and their respective values for the three months ended September 30, 2020.

Schedule of Investment in Gold

Amounts in 000’s of US$, except for ounces data

Opening balance as of June 30, 2020

2 unchanged sentences

( 4,237.473 )

Change in unrealized appreciation

Ending balance as of March 31, 2019

in ounces of gold and their respective values for the nine months ended March 31, 2019.

in 000’s of US$, except for ounces data

balance as of June 30, 2018

bullion contributed

bullion distributed

in unrealized appreciation

balance as of March 31, 2019

Related parties –

Sponsor, Trustee and Custodian

Change in unrealized appreciation (depreciation)

Ending balance as of September 30, 2020

in ounces of gold and their respective values for the year ended June 30, 2020.

Amounts in 000’s of US$, except for ounces data

Opening balance as of June 30, 2019

Gold bullion contributed

Gold bullion distributed

( 32,091.963 )

Change in unrealized appreciation (depreciation)

Ending balance as of June 30, 2020

Related parties – Sponsor and Trustee

fee is paid to the Sponsor as compensation for services performed under the Trust Agreement.

In exchange for the Sponsor’s

fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s

fee and out-of-pocket expenses, the custodian’s fee and reimbursement of the custodian expenses, NYSE Arca listing fees,

the Trustee’s

fee and out-of-pocket expenses, the custodian’s fee and reimbursement of the custodian expenses, 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.

The Sponsor’s fee is payable at an annualized rate of 0.1749% of the Trust’s Net Asset Value, accrued on a daily basis

computed on the prior Business Day’s Net Asset Value and paid monthly in arrears.

Prior to October 5, 2018, the Sponsor’s

The Sponsor’s fee is payable at an annualized rate of 0.1749 % of the Trust’s Net Asset Value, accrued on a daily basis

computed on the prior Business Day’s Net Asset Value and paid monthly in arrears.

Prior to October 5, 2018, the Sponsor’s

fee was payable at an annualized rate of 0.20 %.

Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated period

Presently, the Sponsor does not intend to waive any part of its fee.

3 unchanged sentences

accordance with Statement of Position No.

94-6, Disclosure of Certain Significant Risks and Uncertainties, the Trust’s sole

business activity is the investment in gold bullion.

3 unchanged sentences

hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries;

(ii) investors’

expectations with respect to the rate of inflation;

6 unchanged sentences

the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

Each of these events could have a material effect on the Trust’s financial position and results of operations.

Indemnification footnote

the Trust’s organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents

Each of these events could have a material effect on the Trust’s financial position and results of operations.

Indemnification

the Trust’s organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents

and affiliates) and the Sponsor (and its members, managers, directors, officers, employees, agents and affiliates) is indemnified

10 unchanged sentences

to reimbursement by the Trust.

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.

Subsequent events

early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally.

As a result, there have been mandates from

federal, state and local authorities resulting in an overall decline in economic activity.

The ultimate impact of COVID-19 on

the financial performance of the Fund’s investments is not reasonably estimable at this time.

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

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

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.

Trust is a common law trust, formed under the laws of the state of New York on August 24, 2017.

The Trust is not managed like

a corporation or an active investment vehicle.

It does not have any officers, directors, or employees and is administered by the

Trustee pursuant to the Trust Agreement.

The Trust is not registered as an investment company under the Investment Company Act

of 1940 and is not required to register under such act.

It does not hold or trade in commodity futures contracts, nor is it a

commodity pool, or subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing

Trust holds gold and is expected to issue Baskets in exchange for deposits of gold, and to distribute gold in connection with

redemptions of Baskets.

Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust.

The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s

The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional

means of investing in gold.

Trust issues and redeems Shares only with Authorized Participants in exchange for gold and only in aggregations of 50,000 Shares

or integral multiples thereof.

A list of current Authorized Participants is available from the Sponsor or the Trustee.

of the Trust trade on the New York Stock Exchange (the “NYSE”) Arca under the symbol “BAR”.

Computation of Net Asset Value

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 NAV.

The Trustee values the gold held by the Trust using that day’s

LBMA Gold Price PM.

If there is no announced LBMA Gold Price PM on a business day, the Trustee is authorized to use that day’s

LBMA Gold Price AM.

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.

and Capital Resources

Trust is not aware of any trends, demands, commitments, events or uncertainties that are reasonably likely to result in material

changes to its liquidity needs.

In exchange for the Sponsor’s 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

Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s

expenses not otherwise assumed by the Sponsor.

The Trustee will not sell gold to pay the Sponsor’s Fee but will pay the

Sponsor’s Fee through in-kind transfers of gold to the Sponsor.

At March 31, 2020 the Trust did not have any cash

Sheet Arrangements

Trust has no off-balance sheet arrangements.

Accounting Policies

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

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.

of Operations

Quarter Ended March 31, 2020

Trust’s net asset value grew from $592,926,882 on December 31, 2019 to $772,645,305 on March 31, 2020, a 30.3% increase.

The increase in the Trust’s net asset value was due to an increase in the number of shares outstanding from 39,100,000 to

48,250,000 over this period.

The net 9,150,000 shares increase was a result of 201 creations and 18 redemption orders (50,000

shares per creation and redemption).

The increase in the Trust’s net asset value was also due to a change in the price of

gold, which increased 5.64% from $1,523.00 on December 31, 2019 to $1,608.95 on March 31, 2020.

5.60% increase in the Trust’s net asset value per share, from $15.16 at December 31, 2019 to $16.01 at March 31,

2020 is directly related to the 5.64% increase in the price of gold.

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 $287,785 for the quarter, or 0.043% of the Trust’s average weighted net assets of $663,807,893 during the

The net asset value per share of $16.76 on March 06, 2020 was the highest during the quarter, compared with a low during

the quarter of $14.67 on March 19, 2020.

increase in net assets resulting from operations for the quarter ended March 31, 2020 was $33,220,420, resulting primarily from

an unrealized gain on investment in gold bullion of $31,394,604, increased by a gain of $2,113,601 on metal sold to cover

redemption orders and Sponsor’s fees but reduced by the Sponsor’s fees of $287,785.

Other than the Sponsor’s

fees the Trust had no expenses during the quarter.

Nine Months Ended March 31, 2020

Trust’s net asset value grew from $545,511,107 on June 30, 2019 to $772,645,305 on March 31, 2020, an 41.6% increase.

increase in the Trust’s net asset value was due primarily to an increase in the number of shares outstanding from 38,850,000

to 48,250,000 over this period.

The 9,400,000 shares increase was a result of 251 creations and 63 redemption orders (50,000 shares

The increase in the Trust’s net asset value was also due to a change in the price of gold, which increased 14.19%

from $1,409.00 on June 30, 2019 to $1,608.95 on March 31, 2020.

14.04% increase in the Trust’s net asset value per share from $14.04 at June 30, 2019 to $16.01 at March 31, 2020, is directly

related to the 14.19% increase in the price of gold.

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 $800,302 for the period, or 0.131% of the Trust’s average weighted net assets of $609,845,934 during the

The net asset value per share of $16.76 on March 06, 2020 was the highest during the period, compared with a low during

the period of $13.84 on July 07, 2019.

increase in net assets resulting from operations for the period ended March 31, 2020 was $76,951,893, resulting primarily from

an unrealized gain on investment in gold bullion of $70,911,654 a gain of $6,840,541 on metal sold to cover redemption

orders and Sponsor’s fees but reduced by the Sponsor’s fees of $800,302.

Other than the Sponsor’s fees the Trust

had no expenses during the quarter.

Quantitative and Qualitative Disclosures About Market Risk

has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no

items requiring adjustment of the financial statements or additional disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements