Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the Audit Committee of the Board of Directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.
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Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).
Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of September 30, 2021, the Trust’s disclosure controls and procedures were effective.
Change in Internal Control Over Financial Reporting
There was no change in the Trust’s or the Funds’ internal controls over financial reporting that occurred during the year ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, these internal controls.
Management’s Report on Internal Control over Financial Reporting
The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f)
and 15d-15(f).
The Trust’s and the Funds’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s and the Funds’ assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s and the Funds’ receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s and the Funds’ assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s and GLDM’s internal control over financial reporting as of September 30, 2021. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Their assessment included an evaluation of the design of the Trust’s and GLDM’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria, the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust and GLDM maintained effective internal control over financial reporting as of September 30, 2021.
KPMG LLP, the independent registered public accounting firm that audited and reported on the financial statements as of and for the year ended September 30, 2021 included in this Form 10-K,
as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s and GLDM’s internal control over financial reporting as of September 30, 2021.
November 24, 2021
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Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Trustee of SPDR® Gold MiniShares SM
Trust, the Trustee of World Gold Trust and the Board of Directors of WGC USA Asset Management Company, LLC:
Opinion on Internal Control Over Financial Reporting
We have audited World Gold Trust’s (the Trust) and its series SPDR® Gold MiniShares SM
Trust’s (the Fund) internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Trust and the Fund maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the (1) combined statements of financial condition of the Trust, including the combined schedules of investment, as of September 30, 2021 and 2020, the related combined statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2021, and the related notes, and (2) the statements of financial condition of the Fund, including the schedules of investment, as of September 30, 2021 and 2020, the related statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2021, and the related notes (collectively, the combined and individual financial statements), and our reports dated November 24, 2021 expressed an unqualified opinion on those combined and individual financial statements.
Basis for Opinion
The management of WGC USA Asset Management Company, LLC (the Trust’s and Fund’s sponsor) is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s and Fund’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust and Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
November 24, 2021
36
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Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
37
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Neither GLDM nor the Trust has any directors, officers or employees. The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.
Joseph R. Cavatoni is the Principal Executive Officer and Brandon Woods is the Principal Financial and Accounting Officer of the Sponsor. The Board of Directors of the Sponsor consists of four individuals, of whom three serve on its Audit Committee. The Audit Committee is responsible for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company.
Joseph R. Cavatoni
,
age 53,
is the Principal Executive Officer of the Sponsor. He joined the World Gold Council as Managing Director USA and ETFs in September 2016. From October 2016 to the present, he has served as Principal Executive Officer of World Gold Trust Services, LLC (“WGTS LLC”), sponsor of the SPDR® Gold Trust and an affiliate of the Sponsor. Prior to that, from April 2009 to December 2015 he served with BlackRock, Inc., a publicly traded investment management firm, first as the head of iShares Capital Markets in Asia Pacific (2009) and as Head of iShares Capital Markets and Product Development in the same region (2009-2011). From November 2011 to December 2015, Mr. Cavatoni served as a BlackRock Managing Director and Head of iShares Capital Markets, Americas. From August 2003 to April 2009, Mr. Cavatoni served with UBS Securities Asia Limited, first as Executive Director, Head of Swaps, Asia (2003-2006) and then as Managing Director, Head of Equity Finance APAC (2006-2009). Prior to that, Mr. Cavatoni was on garden leave during June and July 2003. Prior to joining UBS Securities Asia Limited, he served with Merrill Lynch & Company, Inc. from June 1994 to May 2003 as Senior Credit Analyst, Credit and Risk Management Team in New York (1994-1995), Vice President, Credit and Risk Management Team, Hong Kong (1995-2000) and Director, Head of Prime Brokerage Asia, Japan and Australia (2000-2003). Mr. Cavatoni received his Bachelor of Business Administration degree from The George Washington University and his Master of Business Administration degree from Northwestern University and the Hong Kong University of Science and Technology.
Brandon Woods
,
age 40,
is the Funds Chief Operating Officer. He is also the Principal Financial and Accounting Officer of the Sponsor. He joined World Gold Council as Head of Compliance and Regulatory Reporting in May 2017. From September 2015 to April 2017, he was Vice President and Head of Hedge Fund Operations at iCapital Network, Inc. Prior thereto, he was Senior Vice President of Fund Services from March 2013 to February 2015, and Vice President of Fund Services from October 2011 to March 2013 at Meridian Fund Services, LLC. Mr. Woods holds a Bachelor of Business Administration.
William J. Shea
, age 73, is Chairman of the Board of Directors of the Sponsor and a member of the Board’s Audit Committee. He was appointed to the Board when it was formed in January 2017. In January 2013, he was appointed to the Board of Directors of WGTS LLC, the sponsor of the largest exchange-traded fund in the world backed by physical gold and an affiliate of the Sponsor. He serves as Chairman of WGTS LLC’s Board of Directors and is a member of its Audit Committee. From March 1998 to the present, he has served on the Board of Directors of Caliber ID, Inc., which provides medical equipment supporting imaging and diagnosis at the cellular level in the treatment of skin cancer and other diseases, and was appointed Chairman in December 2010. Mr. Shea has been a member of the boards of AIG SunAmerica, a mutual funds company, from December 2004 to September 2016, and has served as Chairman of the Board of Demoulas Supermarkets, Inc., a privately held retail grocery store chain in New England, from March 1999 to the present. He was a board member of Boston Private Financial Holdings, a public bank holding company, and its related bank from June 2005 to May 2014 and a board member of NASDAQ OMXBX/the Boston Stock Exchange, a US stock exchange, from March 1998 to December 2014. Mr. Shea holds both a Bachelor of Arts degree and a Master of Arts degree in Economics.
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The Sponsor has concluded that Mr. Shea should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles with different financial institutions and an international public accounting firm, his extensive experience in business restructurings, and the experience he has gained serving as a director of WGTS LLC.
Carlos Rodriguez
, age 48, has served as a Director on the Board of Directors of the Sponsor since February 25, 2019, and Chairman of the Board’s Audit Committee. Mr. Rodriguez has served as a Director on the Board of Directors of WGTS LLC since February 25, 2019 and is a member of that board’s Audit Committee. Mr. Rodriguez began his career on Wall Street in the Public Finance Department of Merrill Lynch in 1996, where he focused on interest rate hedging strategies for municipal clients and non-for-profit
institutions. After working several years covering banking clients, he shifted his focus to trading, where he rose to manage Merrill Lynch’s proprietary municipal investments portfolio until December 2000. Mr. Rodriguez has since worked at WestLB, from December 2000 to May 2003, where he managed the bank’s complex guaranteed reinvestment contract business, and BNP Paribas, from May 2003 to May 2004, where he served as Director and Head of Municipals. From May 2004 to August 2010, Mr. Rodriguez served as Director and Managing Director of Deutsche Bank and worked to establish the bank’s public finance efforts. As Managing Director, Mr. Rodriguez subsequently led Credit Suisse’s global rates structuring effort in London from August 2010 until June 2016. Mr. Rodriguez retired from banking in June 2016, and remained retired until March 2017, when he launched a private equity fund that focuses on lower middle market companies. He also devotes his time to personal investing as well as volunteering for local causes and mentoring local entrepreneurs.
The Sponsor has concluded that Mr. Rodriguez should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles different financial institutions and the experience he has gained serving as a director of WGTS LLC.
David Tait
, age 59, has served as a Director on the Board of Directors of the Sponsor since February 25, 2019. Mr. Tait has also served as the Chief Executive Officer of World Gold Council, the parent company of the Sponsor since January 2019, and as a Director on the Board of Directors of WGTS LLC since February 25, 2019. Prior to joining World Gold Council, Mr. Tait served as Executive Producer with EMU Films from April 2016 to January 2019. Mr. Tait served as the Global Head of Fixed Income Macro Products at Credit Suisse from January 2012 until April 2016. Mr. Tait also served as a Managing Director of Union Bank of Switzerland from October 2009 until December 2011. He is currently an Independent Member of the Bank of England’s FICC Market Standards Board, which he joined in July 2017. Mr. Tait is also a major supporter of the National Society for the Prevention of Cruelty to Children and has raised over £1 million by climbing Mount Everest on five occasions. He was awarded an MBE by the Queen for his services to the charity.
The Sponsor has concluded that Mr. Tait should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles with different financial institutions and the experience he has gained serving as the Chief Executive Officer of World Gold Council and director of WGTS LLC.
Neal Wolkoff
, age 66, is a Director on the Board of Directors of the Sponsor and a member of the Board’s Audit Committee. He was appointed to the Board when it was formed in January 2017. In January 2013, he was appointed to the Board of Directors of WGTS LLC, the sponsor of the largest exchange-traded fund in the world backed by physical gold and an affiliate of the Sponsor. He also serves as a member of the Audit Committee of WGTS LLC’s Board of Directors. Mr. Wolkoff has served as a Director on the Board of Directors of WGCAM since January 2017 and is a member of that board’s Audit Committee. Mr. Wolkoff is the founder and CEO of Wolkoff Consulting Services, LLC. Previously, from October 2008 to February 2012 he served as the Chief Executive Officer of ELX Futures, L.P., founded by major dealer banks and trading firms to compete in the area of interest rate futures. From April 2005 to October 2008 Mr. Wolkoff served as Chairman and Chief Executive Officer of the American Stock Exchange (AMEX). Prior to the AMEX, for over 20 years, Mr. Wolkoff held several senior level officer positions at the New York Mercantile Exchange (NYMEX) including Acting
39
Table of Contents
President, Executive Vice President and Chief Operating Officer, and Senior Vice President for Regulation and Clearing, in which position Mr. Wolkoff was the exchange’s chief regulatory officer.
Mr. Wolkoff started his career as an Honors Program Trial Attorney in the Division of Enforcement of the Commodity Futures Trading Commission. He was appointed to the Board of OTC Markets Group in September 2012 and in November 2013 became the non-executive
Chairman of that board. Mr. Wolkoff has also served on the Board of Directors and Executive Committee of the National Futures Association. Mr. Wolkoff received a Bachelor of Arts degree and a Juris Doctor degree and is a member of the Bar of the State of New York.
The Sponsor has concluded that Mr. Wolkoff should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles at a major stock exchange and futures exchange, the experience he gained as a trial attorney, his extensive experience as a director on other boards, and the experience he has gained serving as a director of WGTS LLC.
The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents, including its Principal Executive Officer and Principal Financial and Accounting Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them. The Code of Ethics is available without charge by writing the Sponsor at 685 Third Avenue, 27th Floor, New York, NY 10017 or calling the Sponsor at (212) 317-3800.
The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
Item 11. Executive Compensation
Not applicable.
Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions and Director Independence
Not applicable.
Item 14. Principal Accounting Fees and Services
Fees for services performed by LLP for the years ended September 30, 2021 and 2020 were:
Years Ended September 30,
2021
2020
Audit fees
$
77,000
$
89,600
Audit-related fees
$
43,000
48,000
Total
$
120,000
$
137,600
In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG LLP for professional services for the audit of the Trust’s financial statements included in the
40
Table of Contents
Form 10-K
and review of financial statements included in the Forms 10-Q,
and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements.
Pre-Approved
Policies and Procedures
The Trust has no board of directors, and as a result, has no audit committee or pre-approval
policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended September 30, 2021, are made by the Sponsor’s Board of Directors and Audit Committee.
41
Table of Contents
PART IV
Item 15. Exhibits and Financial Statements Schedules
1. Financial Statements
See Index to Financial Statements on Page F-1
for a list of the financial statements being filed herein.
2. Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.
3. Exhibits
Exhibit Index
Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
3.1
Certificate of Trust
S-1
3.1
8/28/15
3.2
Certificate of Amendment to Certificate of Trust
S-1/A
3.2
8/30/16
3.3
Second Certificate of Amendment to Certificate of Trust
S-1/A
3.3
5/4/18
4.1
Fourth Amended and Restated Agreement and Declaration of Trust, dated April 16, 2018
S-1/A
4.2
5/4/18
4.1.1
Amendment No. 1 to Fourth Amended and Restated Agreement and Declaration of Trust, dated February 6, 2020
10-Q
4.1.1
2/7/20
4.2
Form of Participant Agreement
S-1/A
4.3
5/4/18
4.3*
Description of the Securities Registered under Section 12 of the Securities Exchange Act of 1934
10.1
Custody Agreement — Amended and Restated Allocated Gold Account Agreement, dated November 23, 2020
10-K
10.1
11/23/20
10.2
Custody Agreement — Unallocated Bullion Account Agreement, dated June 14, 2018
10-Q
10.2
8/7/18
10.3
Fund Administration and Accounting Agreement, dated January 5, 2017
S-1/A
10.4
1/9/17
10.3.1
Amendment to Fund Administration and Accounting Agreement, dated June 6, 2018
S-1/A
10.4
6/13/18
10.3.2
Second Amendment to the Fund Administration and Accounting Agreement, dated October 11, 2019
10-K
10.3.2
12/10/19
10.4
Transfer Agency and Service Agreement, dated January 5, 2017
S-1/A
10.5
1/9/17
10.4.1
Amendment to Transfer Agency and Service Agreement, dated June 6, 2018
S-1/A
10.6
6/13/18
42
Table of Contents
Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
10.4.2
Second Amendment to the Transfer Agency and Service Agreement, dated October 11, 2019
10-K
10.4.2
12/10/19
10.5
Amended and Restated Sponsor Agreement, dated October 14, 2016
S-1/A
10.7
1/9/17
10.5.1
Amendment to Amended and Restated Sponsor Agreement, dated November 28, 2017
10-K
10.11
11/29/17
10.5.2
Second Amendment to Amended and Restated Sponsor Agreement, dated June 12, 2018
S-1/A
10.9
6/13/18
10.6
Custody Agreement (U.S. Dollar Only), dated January 5, 2017
S-1/A
10.8
1/9/17
10.6.1
Amendment to Custody Agreement (U.S. Dollar Only), dated June 6, 2018
S-1/A
10.11
6/13/18
10.6.2
Second Amendment to Custody Agreement (U.S. Dollar Only), dated October 11, 2019
10-K
10.6.2
12/10/19
10.7
Master Marketing Agent Agreement, dated July 17, 2015
S-1/A
10.10
8/30/16
10.7.1
First Amendment to the Marketing Agent Agreement, dated May 4, 2018
S-1/A
10.13
6/13/18
23.1*
Consent of KPMG LLP
23.2*
Consent of Carter Ledyard & Milburn LLP.
31.1*
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1*
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial and Accounting Officer 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
43
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Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104.1
Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
*
Filed herewith.
Item 16. Form 10-K
Summary
Not applicable.
44
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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.
WGC USA Asset Management Company, LLC
Sponsor of the World Gold Trust
(Registrant)
/s/ Joseph R. Cavatoni
Joseph R. Cavatoni
Principal Executive Officer*
/s/ Brandon Woods
Brandon Woods
Principal Financial and Accounting Officer*
/s/ David Tait
David Tait
Director*
/s/ William J. Shea
William J. Shea
Director*
/s/ Neal Wolkoff
Neal Wolkoff
Director*
/s/ Carlos Rodriguez
Carlos Rodriguez
Director*
Date: November 24, 2021
*
The Registrant is a trust and the persons are signing in their capacities as officers or directors of WGC USA Asset Management Company, LLC, the Sponsor of the Registrant.
45
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WORLD GOLD TRUST
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021
INDEX
Page
Report of Independent Registered Public Accounting Firm for World Gold Trust
F-2
Combined Statements of Financial Condition at September 30, 2021 and 2020 for World Gold Trust
F-4
Combined Schedules of Investment at September 30, 2021 and 2020 for World Gold Trust
F-5
Combined Statements of Operations for the years ended September 30, 2021, 2020 and 2019 for World Gold Trust
F-6
Combined Statements of Cash Flows for the years ended September 30, 2021, 2020 and 2019 for World Gold Trust
F-7
Combined Statements of Changes in Net Assets for the years ended September 30, 2021, 2020 and 2019 for World Gold Trust
F-8
Notes to the Combined Financial Statements for World Gold Trust
F-9
Report of Independent Registered Public Accounting Firm for SPDR® Gold MiniShares SM Trust
F-18
Statements of Financial Condition at September 30, 2021 and 2020 for SPDR® Gold MiniShares SM Trust
F-20
Schedules of Investment at September 30, 2021 and 2020 for SPDR® Gold MiniShares SM Trust
F-21
Statements of Operations for the years ended September 30, 2021, 2020 and 2019 for SPDR® Gold MiniShares SM Trust
F-22
Statements of Cash Flows for the years ended September 30, 2021, 2020 and 2019 for SPDR® Gold MiniShares SM Trust
F-23
Statements of Changes in Net Assets for the years ended September 30, 2021, 2020 and 2019 for SPDR® Gold MiniShares SM Trust
F-24
Notes to the Financial Statements for SPDR® Gold MiniShares SM Trust
F-25
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Trustee of SPDR® Gold MiniShares SM
Trust and the Board of Directors of WGC USA Asset Management Company, LLC:
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of SPDR® Gold MiniShares SM
Trust (GLDM), a series of the World Gold Trust (the Trust), including the schedules of investment, as of September 30, 2021 and 2020, the related statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2021 and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of GLDM as of September 30, 2021 and 2020, and the results of its operations, its cash flows, and changes in its net assets for each of the years in the three-year period ended September 30, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), GLDM’s internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 24, 2021 expressed an unqualified opinion on the effectiveness of GLDM’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of WGC USA Asset Management Company, LLC (the Trust’s sponsor). Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to GLDM in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-2
Table of Contents
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the evidence pertaining to the existence of the gold holdings
As disclosed in the schedule of investment, as of September 30, 2021, GLDM’s market value of gold holdings was $4.4 billion, representing approximately 100% of GLDM’s total assets. All of the gold holdings, which were 2.5 million ounces as of September 30, 2021, were held by a third-party custodian (the custodian).
We identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature and volume of the gold holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the quantity of gold held by the custodian as of September 30, 2021.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over GLDM’s gold holdings process, including controls over (1) the comparison of GLDM’s records of gold held to the custodian’s records and (2) the approval of gold deposits and withdrawals by the trustee of GLDM. We obtained a schedule directly from the custodian of GLDM’s gold holdings held by the custodian as of September 30, 2021. We compared the total ounces on such schedule to GLDM’s record of gold holdings. We also attended and observed part of the physical count of GLDM’s gold holdings performed at the custodian’s location by a third party engaged by GLDM’s sponsor. We obtained the physical count result of that third party and reconciled it to both GLDM’s and the custodian’s records.
/s/ KPMG LLP
We have served as the Trust s auditor since 2016.
New York, New York
November 24, 2021
F-3
Table of Contents
World Gold Trust
Combined Statements of Financial Condition
at September 30, 2021 and 2020
(Amounts in 000’s of US$)
Sep-30,
2021
Sep-30,
2020
ASSETS
Investments in Gold, at fair value (cost $ 4,237,696 and $ 3,014,561 at September 30, 2021 and 2020, respectively)
$
4,387,731
$
3,542,996
Gold receivable
—
18,793
Total Assets
$
4,387,731
$
3,561,789
LIABILITIES
Accounts payable to Sponsor
$
666
$
517
Total Liabilities
$
666
$
517
Net Assets
$
4,387,065
$
3,561,272
See notes to the combined financial statements.
F- 4
Table of Contents
World Gold Trust
Combined Schedules of Investment
(Amounts in 000’s except for percentages)
September 30, 2021
Ounces of
gold
Cost
Fair Value
% of
Net Assets
Investment in Gold
2,517.6
$
4,237,696
$
4,387,731
100.02
%
Total Investment
$
4,237,696
$
4,387,731
100.02
%
Liabilities in excess of other assets
( 666
)
( 0.02
)%
Net Assets
$
4,387,065
100.00
%
September 30, 202 0
Ounces of
gold
Cost
Fair Value
% of
Net Assets
Investment in Gold
1,877.7
$
3,014,561
$
3,542,996
99.49
%
Total Investment
$
3,014,561
$
3,542,996
99.49
%
Other assets in excess of liabilities
18,276
0.51
%
Net Assets
$
3,561,272
100.00
%
See notes to the combined financial statements.
F- 5
Table of Contents
World Gold Trust
Combined Statements of Operations
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
(1)
EXPENSES
Sponsor fees
$
7,462
$
3,495
$
1,201
Gold Delivery Provider fees
—
—
48
Total expenses
7,462
3,495
1,249
Net investment loss
( 7,462
)
( 3,495
)
( 1,249
)
Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
634
455
77
Net realized gain/(loss) on Gold Delivery Agreement
—
—
1,820
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
—
—
440
Net realized gain/(loss) from gold distributed for the redemption of shares
39,311
37,008
6,093
Net realized gain (loss) from investment in gold sold to pay distributions
—
—
4,982
Net change in unrealized appreciation/(depreciation) on investment in gold
( 378,400
)
409,193
126,795
Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement
( 338,455
)
446,656
140,207
Net Income/(Loss)
$
( 345,917
)
$
443,161
$
138,958
(1)
Information is reflective of the period from October 1, 2018 through September 16, 2019 for GLDW (see note 1) and the year ended September 30, 2019 for GLDM.
See notes to the combined financial statements.
F- 6
Table of Contents
World Gold Trust
Combined Statements of Cash Flows
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
(1)
INCREASE/DECREASE IN CASH FROM OPERATIONS:
Cash proceeds received from sales of gold
$
7,313
$
3,126
$
1,082
Cash expenses paid
( 7,313
)
( 3,126
)
( 1,082
)
Increase/(Decrease) in cash resulting from operations
—
—
—
INCREASE/DECREASE IN CASH FLOWS FROM FINANCING ACTIVITIES:
Cash proceeds from issuance of shares
—
—
—
Cash paid for repurchase of shares
—
—
—
Cash proceeds from sales of gold to pay distributions
—
—
33,452
Distributions
—
—
( 33,452
)
Increase/(Decrease) in cash resulting from financing activities
—
—
—
Cash and cash equivalents at beginning of period
—
—
—
Cash and cash equivalents at end of period
$
—
$
—
$
—
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES:
Value of gold received for creation of shares-net
of change in gold receivable
$
1,602,034
$
2,348,580
$
743,766
Value of gold distributed for redemption of shares-net
of change in gold payable
$
( 449,117
)
$
( 285,146
)
$
( 60,418
)
SUPPLEMENTAL DISCLOSURE OF NON-CASH
OPERATING ACTIVITIES
Value of Gold Delivery Agreement inflows — net of Gold Delivery Agreement receivable
$
—
$
—
$
9,556
Value of Gold Delivery Agreement outflows — net of Gold Delivery Agreement Payable
$
—
$
—
$
( 7,736
)
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
(1)
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net Income/(Loss)
$
( 345,917
)
$
443,161
$
138,958
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Gold paid for gold Delivery Provider fees
—
—
48
Proceeds from sales of gold to pay expenses
7,313
3,126
1,082
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees
( 634
)
( 455
)
( 77
)
Net realized gain/(loss) on Gold Delivery Agreement
—
—
( 1,820
)
Net realized gain/(loss) from investment in gold sold to pay distributions
—
—
( 4,982
)
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
—
—
( 440
)
Net realized (gain)/loss from gold distributed for the redemption of shares
( 39,311
)
( 37,008
)
( 6,093
)
Net change in unrealized (appreciation)/depreciation on investment in gold
378,400
( 409,193
)
( 126,795
)
Increase/(Decrease) in accounts payable to Sponsor
149
369
119
Net cash provided by operating activities
$
—
$
—
$
—
(1)
Information is reflective of the period from October 1, 2018 through September 16, 2019 for GLDW (see note 1) and the year ended September 30, 2019 for GLDM.
See notes to the combined financial statements.
F- 7
Table of Contents
World Gold Trust
Combined Statements of Changes in Net Assets
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
(1)
Net Assets – Opening Balance
$
3,561,272
$
1,050,703
$
255,337
Creations
1,620,827
2,352,554
750,278
Redemptions
( 449,117
)
( 285,146
)
( 60,418
)
Distributions
—
—
( 33,452
)
Net investment loss
( 7,462
)
( 3,495
)
( 1,249
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
634
455
77
Net realized gain/(loss) from investment in gold sold to pay distributions
—
—
4,982
Net realized gain/(loss) on Gold Delivery Agreement
—
—
1,820
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
—
—
440
Net realized gain/(loss) from gold distributed for the redemption of shares
39,311
37,008
6,093
Net change in unrealized appreciation/(depreciation) on investment in gold
( 378,400
)
409,193
126,795
Net Assets – Closing Balance
$
4,387,065
$
3,561,272
$
1,050,703
(1)
Information is reflective of the period from October 1, 2018 through September 16, 2019 for GLDW (see note 1) and the year ended September 30, 2019 for GLDM.
See notes to the combined financial statements.
F- 8
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
1. Organization
World Gold Trust (the “Trust”), formerly known as “World Currency Gold Trust,” was organized as a Delaware statutory trust on August 27, 2014 and is governed by the Fourth Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), dated as of April 16, 2018, between WGC USA Asset Management Company, LLC (the “Sponsor”) and the Delaware Trust Company (the “Trustee”). The Trust is authorized to issue an unlimited number of shares of beneficial interest (“Shares”). The beneficial interest in the Trust may be divided into one or more series. The Trust has established six separate series, one of which is operational as of September 30, 2021. All of the series of the Trust are collectively referred to as the “Funds” and each individually as a “Series.” The fiscal year-end
for the Trust and the Funds is September 30
th
.
The Trust had no operations with respect to the Funds’ Shares prior to January 27, 2017 other than matters relating to its organization and the registration of the offer and sale of the Funds’ Shares under the Securities Act of 1933, as amended.
SPDR® Gold MiniShares
SM
Trust (“GLDM”) commenced operations on June 26, 2018. The investment objective of GLDM is for its Shares to reflect the performance of the price of gold, less its expenses. GLDM’s only ordinary recurring expense is the Sponsor’s annual fee of 0.18 % of its net asset value (“NAV”).
SPDR® Long Dollar Gold Trust (“GLDW”) commenced operations on January 27, 2017. On July 15, 2019, the Sponsor notified the NYSE Arca, Inc. (the “NYSE Arca”) that it had determined to voluntarily close GLDW, delist GLDW, liquidate GLDW’s Shares and withdraw GLDW’s Shares from registration under the Exchange Act. GLDW ceased accepting creation and redemption orders after September 6, 2019 and trading of GLDW’s Shares on the NYSE Arca ceased at the open of market on September 10, 2019. The NYSE Arca filed a Form 25 with the Commission on September 11, 2019 and on September 16, 2019, a Post-Effective Amendment deregistering GLDW’s unsold Shares was declared effective and the final liquidation payments were made. The Combined Statements of Financial Condition and Schedules of Investment of the Trust for the year ended September 30, 2019 include the operations of GLDW up to its liquidation.
BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, (“BNYM” or the “Administrator”) is the administrator and transfer agent of the Funds. BNYM also serves as the custodian of Funds’ cash, if any. ICBC Standard Bank Plc (the “Custodian”) is responsible for custody of GLDM’s gold. Gold bullion was held by HSBC Bank plc on behalf of GLDW. State Street Global Advisors Funds Distributors, LLC is the marketing agent (the “Marketing Agent”).
2. Significant Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires those responsible for preparing financial statements to make estimates and assumptions and disclosure of contingent assets and liabilities at the date of the financial statements that affect the reported amounts and disclosures.
Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds and the Trust.
2.1 Basis of Accounting
The Funds are investment companies within the scope of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and
F- 9
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
2.1 Basis of Accounting—(continued)
therefore apply the specialized accounting and reporting guidance therein. The Funds are not registered as investment companies under the Investment Company Act of 1940, as amended.
These financial statements present the financial condition, results of operations and cash flows of the Funds and the Trust combined. For all periods presented, there were no balances or activity for the Trust and all balances and activity related to the Funds, and the footnotes accordingly relate to the Funds, unless stated otherwise.
2.2 Basis of Presentation
The financial statements are presented for the Trust, as the SEC registrant, combined with the Funds. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each Series shall be enforceable only against the assets of that Series and not against the Trust generally or any other Series that the Trust may establish in the future.
2.3 Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments of sufficient credit quality with original maturity of three months or less.
2.4 Solactive GLD
® Long USD Gold Index—Gold Delivery Agreement
The Gold Delivery Agreement terminated with the liquidation of GLDW as of September 12, 2019. Pursuant to the terms of the Gold Delivery Agreement prior to termination, GLDW entered into a transaction to deliver gold bullion to, or receive gold bullion from, Merrill Lynch International, as Gold Delivery Provider, each Business Day. The amount of gold bullion transferred essentially was equivalent to GLDW’s profit or loss as if it had exchanged the Reference Currencies comprising the Index (“FX Basket”), in the proportion in which they were reflected in the Index, for USDs in an amount equal to its holdings of gold bullion on such day. In general, if there was a currency gain (i.e., the value of the USD against the Reference Currencies comprising the FX Basket increases), GLDW would receive gold bullion. In general, if there was a currency loss (i.e., the value of the USD against the Reference Currencies comprising the FX Basket decreases), it would deliver gold bullion. In this manner, the amount of gold bullion held would be adjusted to reflect the daily change in the value of the Reference Currencies comprising the FX Basket against the USD. The Gold Delivery Agreement required gold bullion ounces, calculated pursuant to formulas contained in the Gold Delivery Agreement, to be delivered to the custody account of GLDW or the Gold Delivery Provider, as applicable. The fee that GLDW paid the Gold Delivery Provider for its services under the Gold Delivery Agreement was accrued daily and reflected in the calculation of the amount of gold bullion delivered pursuant to the Gold Delivery Agreement.
The Index was designed to represent the daily performance of a long position in physical gold, as represented by the LBMA Gold Price AM, and a short position in the basket of Reference Currencies with weightings determined by the FX Basket. The Reference Currencies and their respective weightings in the Index were as follows: Euro (EUR/USD) ( 57.6 %), Japanese Yen (USD/ JPY) ( 13.6 %), British Pound Sterling (GBP/USD) ( 11.9 %), Canadian Dollar (USD/CAD) ( 9.1 %), Swedish Krona (USD/SEK) ( 4.2 %), and Swiss Franc (USD/CHF) ( 3.6 %).
F- 10
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
2.5 Fair Value Measurement
U.S. GAAP defines fair value as the price the Funds would receive to sell an asset or pay to transfer a liability in an orderly transact i
on between market participants at the measurement date. The Funds’ policy is to value their investments at fair value.
Various inputs are used in determining the fair value of the Funds’ assets or 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:
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 –
Inputs that are unobservable for the asset and liability, including the Funds’ assumptions (if any) used in determining the fair value of investments.
The following table summarizes the Funds’ investments at fair value:
(Amounts in 000’s of US$)
September 30, 2021
Level 1
Level 2
Level 3
Investment in Gold
$
4,387,731
$
—
$
—
Total
$
4,387,731
$
—
$
—
(Amounts in 000’s of US$)
September 30, 2020
Level 1
Level 2
Level 3
Investment in Gold
$
3,542,996
$
—
$
—
Total
$
3,542,996
$
—
$
—
There were no transfers between Level 1 and other Levels for the years ended September 30, 2021 and 2020.
The Administrator values the gold held by the Funds on the basis of the price of an ounce of gold as determined by ICE Benchmark Administration Limited (“IBA”), a benchmark administrator, which provides an independently administered auction process, as well as the overall administration and governance for London Bullion Market Association (the “LBMA”). The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Administrator calculates the net asset value (“NAV”) of the Funds on each day the NYSE Arca is open for regular trading. If no gold price is made on a particular evaluation day, the next most recent gold price is used in the determination of the NAV of the Funds, unless the Administrator, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such determination.
F-1 1
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
2.6 Custody of Gold
Gold bullion was held by HSBC Bank plc on behalf of GLDW and is held by ICBC Standard Bank Plc on behalf of GLDM, each individually referred to as the “Custodian.”
2.7 Gold Receivable/Payable
Gold receivable/payable represents the quantity of gold covered by contractually binding orders for the creation/redemption of Shares where the gold has not yet been transferred into/out of the Series’ account. Generally, ownership of the gold is transferred within two business days of the trade date.
(Amounts in 000’s of US$)
Sep-30,
2021
Sep-30,
2020
Gold receivable
$
—
$
18,793
(Amounts in 000’s of US$)
Sep-30,
2021
Sep-30,
2020
Gold payable
$
—
$
—
2.8 Gold Delivery Agreement Receivable
Gold Delivery Agreement receivable represented the quantity of gold due to be received under the Gold Delivery Agreement. The gold was transferred to GLDW’s allocated gold bullion account at the Custodian two business days
after the valuation date. There was no Gold Delivery Agreement receivable for the years ended September 30, 2021, 2020 and 2019 as a result of GLDW’s liquidation and termination of the agreement effective September 12, 2019.
2.9 Gold Delivery Agreement Payable
Gold Delivery Agreement payable represented the quantity of gold due to be delivered under the Gold Delivery Agreement. The gold was transferred from GLDW’s allocated gold bullion account at the Custodian two business days after the valuation date. There was no Gold Delivery Agreement payable for the years ended September 30, 2021, 2020 and 2019 as a result of GLDW’s liquidation and termination of the agreement effective September 12, 2019.
2.10 Creations
and Redemptions of Shares
The Funds create and redeem Shares from time to time, but only in one or more Creation Units (a Creation Unit equaled a block of 1,000 GLDW Shares (as reduced from 10,000 GLDW Shares on December 14, 2018) or equals a block of 100,000 GLDM Shares). The Funds issue Shares in Creation Units to certain authorized participants (“Authorized Participants”) on an ongoing basis. The creation and redemption of Creation Units is only made in exchange for the delivery to the Funds or the distribution by the Funds of the amount of gold and any cash represented by the Creation Units being created or redeemed, the amount of which will be based on the net asset value of the number of Shares included in the Creation Units being created or redeemed determined on the day the order to create or redeem Creation Units is properly received.
F-1 2
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
2.10 Creations
and Redemptions of Shares—(continued)
As the Shares of the Funds are redeemable in Creation Units at the option of the Authorized Participants, the Funds have classified the Shares as Net Assets for financial reporting purposes. Changes in the Shares for the years ended September 30, 2021, 2020 and 2019 were:
(Amounts are in 000’s)
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
Year Ended
Sep-30,
2019
Activity in Number of Shares Created and Redeemed:
Creations
88,800
136,000
55,525
Redemptions
( 25,100
)
( 17,400
)
( 3,937
)
Distributions
—
—
( 218
)
Net Change in Number of Shares Created and Redeemed
63,700
118,600
51,370
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
Activity in Value of Shares Created and Redeemed:
Creations
$
1,620,827
$
2,352,554
$
750,278
Redemptions
( 449,117
)
( 285,146
)
( 60,418
)
Distributions
—
—
( 33,452
)
Net change in Value of Shares Created and Redeemed
$
1,171,710
$
2,067,408
$
656,408
2.11 Income and Expense (Amounts in 000’s of US$)
The Administrator will, at the direction of the Sponsor, sell the Funds’ gold as necessary to pay the Funds’ expenses. When selling gold to pay expenses, the Administrator will endeavor to sell the smallest amount of gold needed to pay expenses in order to minimize the Funds’ holdings of assets other than gold. Unless otherwise directed by the Sponsor, to meet expenses the Administrator will give a sell order and sell gold to the Custodian following the sell order. A gain or loss is recognized based on the difference between the selling price and the average cost of the gold sold, and such amounts are reported as net realized gain/(loss) from investment in gold sold to pay Sponsor fees on the Combined Statements of Operations.
The Funds’ net realized and change in unrealized loss on investment in gold for the year ended September 30, 2021 of $( 338,455 ) is made up of a net realized gain of
$ 634 from the sale of gold to pay Sponsor fees, a net realized gain of
$ 39,311 from gold distributed for the redemption of shares, and a net change in unrealized depreciation of
$( 378,400 ) on investment in gold.
The Funds’ net realized and change in unrealized gain on investment in gold for the year ended September 30, 2020 of $ 446,656 is made up of a net realized gain of
$ 455 from the sale of gold to pay Sponsor fees, a net realized gain of
$ 37,008 from gold distributed for the redemption of shares, and a net change in unrealized appreciation of
$ 409,193 on investment in gold.
2.12 Income Taxes
The Funds are classified as “grantor trusts” for U.S. federal income tax purposes. As a result, the Funds are not subject to U.S. federal income tax. Instead, the Funds’ income and expenses “flow through” to the shareholders, and the Administrator will report the Funds’ proceeds, income, deductions, gains and losses to the Internal Revenue Service on that basis.
F-1 3
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
2.12 Income Taxes—(continued)
The Sponsor has evaluated whether there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of September 30, 2021 or 2020. As of September 30, 2021, the 2020, 2019, and 2018 tax years remain open for examination. There were no examinations in progress at period end.
3. Quarterly Combined Statements of Operations
Year Ended September 30, 2021
Three Months Ended (unaudited)
Year Ended
Sep 30,
2021
(Amounts in 000’s of US$, except per share data)
Dec 31,
2020
Mar 31,
2021
Jun 30,
2021
Sep 30,
2021
EXPENSES
Sponsor fees
$
1,693
$
1,794
$
1,952
$
2,023
$
7,462
Total expenses
1,693
1,794
1,952
2,023
7,462
Net investment loss
( 1,693
)
( 1,794
)
( 1,952
)
( 2,023
)
( 7,462
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
224
122
154
134
634
Net realized gain/(loss) from gold distributed for the redemption of shares
34,670
2,205
19
2,417
39,311
Net change in unrealized appreciation/(depreciation) on investment in gold
( 27,914
)
( 453,395
)
160,714
( 57,805
)
( 378,400
)
Net realized and change in unrealized gain/(loss) on investment in gold
6,980
( 451,068
)
160,887
( 55,254
)
( 338,455
)
Net income/(loss)
$
5,287
$
( 452,862
)
$
158,935
$
( 57,277
)
$
( 345,917
)
F-1 4
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
3. Quarterly Combined Statements of Operations—(continued)
Year Ended September 30, 2020
Three Months Ended (unaudited)
Year Ended
Sep 30,
2020
(Amounts in 000’s of US$, except per share data)
Dec 31,
2019
Mar 31,
2020
Jun 30,
2020
Sep 30,
2020
EXPENSES
Sponsor fees
$
497
$
586
$
946
$
1,466
$
3,495
Total expenses
497
586
946
1,466
3,495
Net investment loss
( 497
)
( 586
)
( 946
)
( 1,466
)
( 3,495
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay expenses
48
68
116
223
455
Net realized gain/(loss) from gold distributed for the redemption of shares
4,685
3,320
24,743
4,260
37,008
Net change in unrealized appreciation/(depreciation) on investment in gold
22,372
61,192
167,695
157,934
409,193
Net realized and change in unrealized gain/(loss) on investment in gold
27,105
64,580
192,554
162,417
446,656
Net income/(loss)
$
26,608
$
63,994
$
191,608
$
160,951
$
443,161
4. Fund Expenses
For GLDW, the only ordinary recurring operating expenses were the Gold Delivery Provider’s annual fee and the Sponsor’s annual fee. For GLDM, the only ordinary recurring operating expense is the Sponsor’s annual fee.
Expenses, which accrue daily, and are payable by the Funds, will reduce the NAV of the Funds.
5. Foreign Currency Risk
GLDW did not hold foreign currency but was exposed to foreign currency risk as a result of its transactions under the Gold Delivery Agreement. Foreign currency exchange rates could fluctuate significantly over short periods of time and be unpredictably affected by political developments or government intervention. The value of the Reference Currencies included in the FX Basket were affected by several factors, including: monetary policies of central banks within the relevant foreign countries or markets; global or regional economic, political or financial events; inflation or interest rates of the relevant foreign countries and investor expectations concerning inflation or interest rates; and debt levels and trade deficits of the relevant foreign countries.
Currency exchange rates could be influenced by the factors identified above and could also be influenced by, among other things: changing supply and demand for a particular currency; monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments from time to time intervene in the currency markets, including by
F-1 5
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
5. Foreign Currency Risk—(continued)
regulation, in order to influence rates directly. These events and actions are unpredictable. The resulting volatility in the Reference Currency exchange rates relative to the USD could have materially and adversely affected the value of the Shares.
6. Concentration of Risk
GLDW’s primary business activities were the investment in gold bullion, the transactions under the Gold Delivery Agreement, and the issuance and sale of GLDW Shares.
GLDM’s primary business activities are the investment in gold bullion and the issuance and sale of GLDM Shares.
Various factors could affect the price of gold including: (i) global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as China, Australia, South Africa and the United States; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; (vi) other economic variables such as income growth, economic output, and monetary policies; and (vii) global or regional political, economic or financial events and situations. In addition, while gold is used to preserve wealth by investors around the world, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In 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 Funds’ financial position and results of operations.
7. Derivative Contract Information
For the year ended September 30, 2019, the effect of GLDW’s derivative contracts on the Combined Statements of Operations was as follows:
Risk exposure
derivative type
Location of Gain or Loss on
Derivatives Recognized in Income
Year Ended
Sep-30, 2019
(1)
(Amounts in 000’s of US$)
Currency Risk
Net Realized gain/(loss) on
Gold Delivery Agreement
$
1,820
(1)
The Gold Delivery Agreement terminated with the liquidation of GLDW as of September 12, 2019.
The table below summarizes the average daily notional value of derivative contracts outstanding during the period:
Year Ended
Sep-30, 2019
(1)
(Amounts in 000’s of US$)
Average notional
$
30,748
(1)
The Gold Delivery Agreement terminated with the liquidation of GLDW as of September 12, 2019.
The notional value of the contract varied daily based on the value of gold held at the Custodian.
No contracts existed at September 30, 2021, 2020 and 2019 as a result of GLDW’s liquidation.
F-1 6
Table of Contents
WORLD GOLD TRUST
Notes to the Combined Financial Statements
8. Indemnification
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith or willful misconduct. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.
The Trustee and each of its officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence. The Sponsor will not be liable to the Trust, the Trustee or any shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any gold bullion or other assets held in trust under Declaration of Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
9. Financial Highlights
Management of the Sponsor does not believe including Financial Highlights in a combined evaluation is meaningful. Refer to GLDM’s Notes to the Financial Statements for Financial Highlight calculations.
F-1 7
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Trustee of World Gold Trust and the Board of Directors of
WGC USA Asset Management Company, LLC:
Opinion on the Combined Financial Statements
We have audited the accompanying combined statements of financial condition of World Gold Trust and its series (the Trust), including the combined schedules of investment, as of September 30, 2021 and 2020, the related combined statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2021, and the related notes (collectively, the combined financial statements). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Trust as of September 30, 2021 and 2020, and the results of its operations, its cash flows, and changes in its net assets for each of the years in the three-year period ended September 30, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 24, 2021 expressed an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting.
Basis for Opinion
These combined financial statements are the responsibility of WGC USA Asset Management Company, LLC (the Trust’s sponsor). Our responsibility is to express an opinion on these combined financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
F-18
Table of Contents
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the combined financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the combined financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the combined financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the evidence pertaining to the existence of the gold holdings
As disclosed in the combined schedule of investment, as of September 30, 2021, the Trust’s market value of gold holdings was $4.4 billion, representing approximately 100% of the Trust’s total assets. All of the gold holdings, which were 2.5 million ounces as of September 30, 2021, were held by a third-party custodian (the custodian).
We identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature and volume of the gold holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the quantity of gold held by the custodian as of September 30, 2021.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Trust’s gold holdings process, including controls over (1) the comparison of the Trust’s records of gold held to the custodian records and (2) the approval of gold deposits and withdrawals by the trustee of the Trust. We obtained a schedule directly from the custodian of the Trust’s gold holdings held by the custodian as of September 30, 2021. We compared the total ounces on such schedule to the Trust’s record of gold holdings. We also attended and observed part of the physical count of the Trust’s gold holdings performed at the custodian’s location by a third party engaged by the Trust’s sponsor. We obtained the physical count result of that third party and reconciled it to both the Trust’s and the custodian’s records.
/s/ KPMG LLP
We have served as the Trust s auditor since 2016.
New York, New York
November 24, 2021
F-19
Table of Contents
SPDR
® Gold MiniShares
SM
Trust
Statements of Financial Condition
at September 30, 2021 and 2020
(Amounts in 000’s of US$ except for share and per share data)
Sep-30,
2021
Sep-30,
2020
ASSETS
Investments in Gold, at fair value (cost $ 4,237,696 and $ 3,014,561 at September 30, 2021 and 2020, respectively)
$
4,387,731
$
3,542,996
Gold receivable
—
18,793
Total Assets
$
4,387,731
$
3,561,789
LIABILITIES
Accounts payable to Sponsor
$
666
$
517
Total Liabilities
$
666
$
517
Net Assets
$
4,387,065
$
3,561,272
Shares issued and outstanding
(1)
253,200,000
189,500,000
Net asset value per Share
$
17.33
$
18.79
(1)
Authorized share capital is unlimited and the par value of the Shares is $ 0.00 .
See notes to the financial statements.
F- 20
Table of Contents
SPDR
® Gold MiniShares SM
Trust
Schedules of Investment
(Amounts in 000’s except for percentages)
Ounces of
gold
Cost
Fair Value
% of
Net Assets
September 30, 2021
Investment in Gold
2,517.6
$
4,237,696
$
4,387,731
100.02
%
Total Investment
$
4,237,696
$
4,387,731
100.02
%
Liabilities in excess of other assets
( 666
)
( 0.02
)%
Net Assets
$
4,387,065
100.00
%
Ounces of
gold
Cost
Fair Value
% of
Net Assets
September 30, 2020
Investment in Gold
1,877.7
$
3,014,561
$
3,542,996
99.49
%
Total Investment
$
3,014,561
$
3,542,996
99.49
%
Other assets in excess of liabilities
18,276
0.51
%
Net Assets
$
3,561,272
100.00
%
See notes to the financial statements.
F- 21
Table of Contents
SPDR
® Gold MiniShares SM
Trust
Statements of Operations
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$, except per share data)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
EXPENSES
Sponsor fees
$
7,462
$
3,495
$
1,106
Total expenses
7,462
3,495
1,106
Net investment loss
( 7,462
)
( 3,495
)
( 1,106
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
634
455
69
Net realized gain/(loss) from gold distributed for the redemption of shares
39,311
37,008
5,240
Net change in unrealized appreciation/(depreciation) on investment in gold
( 378,400
)
409,193
125,457
Net realized and change in unrealized gain/(loss) on investment in gold
( 338,455
)
446,656
130,766
Net income/(loss)
$
( 345,917
)
$
443,161
$
129,660
Net income/(loss) per share
$
( 1.51
)
$
3.92
$
2.85
Weighted average number of shares (in 000’s)
229,581
113,181
45,543
See notes to the financial statements.
F-2 2
Table of Contents
SPDR
® Gold MiniShares SM
Trust
Statements of Cash Flows
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
INCREASE/DECREASE IN CASH FROM OPERATIONS:
Cash proceeds received from sales of gold
$
7,313
$
3,126
$
979
Cash expenses paid
( 7,313
)
( 3,126
)
( 979
)
Increase/(Decrease) in cash resulting from operations
—
—
—
Cash and cash equivalents at beginning of period
—
—
—
Cash and cash equivalents at end of period
$
—
$
—
$
—
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES:
Value of gold received for creation of shares-net
of change in gold receivable
$
1,602,034
$
2,348,580
$
740,241
Value of gold distributed for redemption of shares-net
of change in gold payable
$
( 449,117
)
$
( 285,146
)
$
( 54,738
)
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income/(loss)
$
( 345,917
)
$
443,161
$
129,660
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Proceeds from sales of gold to pay expenses
7,313
3,126
979
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees
( 634
)
( 455
)
( 69
)
Net realized (gain)/loss from gold distributed for the redemption of shares
( 39,311
)
( 37,008
)
( 5,240
)
Net change in unrealized (appreciation)/depreciation on investment in gold
378,400
( 409,193
)
( 125,457
)
Increase/(Decrease) in accounts payable to Sponsor
149
369
127
Net cash provided by operating activities
$
—
$
—
$
—
See notes to the financial statements.
F-2 3
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Statements of Changes in Net Assets
For the years ended September 30, 2021, 2020 and 2019
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
Net Assets—Opening Balance
$
3,561,272
$
1,050,703
$
229,028
Creations
1,620,827
2,352,554
746,753
Redemptions
( 449,117
)
( 285,146
)
( 54,738
)
Net investment loss
( 7,462
)
( 3,495
)
( 1,106
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
634
455
69
Net realized gain/(loss) from gold distributed for the redemption of shares
39,311
37,008
5,240
Net change in unrealized appreciation/(depreciation) on investment in gold
( 378,400
)
409,193
125,457
Net Assets—Closing Balance
$
4,387,065
$
3,561,272
$
1,050,703
See notes to the financial statements.
F-2 4
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
1. Organization
World Gold Trust (the “Trust”), formerly known as “World Currency Gold Trust,” was organized as a Delaware statutory trust on August 27, 2014 and is governed by the Fourth Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), dated as of April 16, 2018, between WGC USA Asset Management Company, LLC (the “Sponsor”) and the Delaware Trust Company (the “Trustee”). The Trust is authorized to issue an unlimited number of shares of beneficial interest. The beneficial interest in the Trust may be divided into one or more series. The Trust has established six separate series, one of which is operational as of September 30, 2021.
The accompanying financial statements relate to the series SPDR® Gold MiniShares
SM
Trust (“GLDM”). The shares of GLDM (the “Shares”) began publicly trading on June 26, 2018 on the NYSE Arca, Inc. (the “NYSE Arca”). The Shares are also listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores). The fiscal year-end
of GLDM is September 30
th
.
The investment objective of GLDM is for the Shares to reflect the performance of the price of gold bullion, less its expenses. GLDM’s only ordinary recurring expense is the Sponsor’s annual fee of 0.18 % of its net asset value (“NAV”). The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in gold.
BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNYM” or the “Administrator”), is the administrator and transfer agent. BNYM also serves as the custodian of GLDM’s cash, if any. ICBC Standard Bank Plc (the “Custodian”) is responsible for custody of GLDM’s gold bullion. State Street Global Advisors Funds Distributors, LLC (the “Marketing Agent”) is the Marketing Agent.
The Trust had no operations with respect to GLDM’s Shares prior to June 26, 2018 other than matters relating to its organization and the registration of the offer and sale of GLDM’s Shares under the Securities Act of 1933, as amended.
2. Significant Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by GLDM and the Trust.
2.1 Basis of Accounting
For accounting purposes, GLDM is an investment company within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies, and therefore applies the specialized accounting and reporting guidance therein. It is not registered as an investment company under the Investment Company Act of 1940, as amended.
2.2 Basis of Presentation
The financial statements are presented for GLDM individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to GLDM shall be enforceable only against the assets of GLDM and not against the assets of the Trust generally or any other series that the Trust may establish.
F-2 5
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
2.3 Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments of sufficient credit quality with original maturity of three months or less.
2.4 Fair Value Measurement
U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. GLDM’s policy is to value its investments at fair value.
Various inputs are used in determining the fair value of GLDM’s assets or 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:
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 –
Inputs that are unobservable for the asset and liability, including a fund’s assumptions (if any) used in determining the fair value of investments.
The following table summarizes GLDM’s investment at fair value:
(Amounts in 000’s of US$)
September 30, 2021
Level 1
Level 2
Level 3
Investment in Gold
$
4,387,731
$
—
$
—
Total
$
4,387,731
$
—
$
—
(Amounts in 000’s of US$)
September 30, 2020
Level 1
Level 2
Level 3
Investment in Gold
$
3,542,996
$
—
$
—
Total
$
3,542,996
$
—
$
—
There were no transfers between Level 1 and other Levels for the year ended September 30, 2021 and 2020.
The Administrator values the gold held by GLDM on the basis of the price of an ounce of gold as determined by ICE Benchmark Administration Limited (the “IBA”), a benchmark administrator, which provides an independently administered auction process, as well as the overall administration and governance for the London Bullion Market Association (the “LBMA”). In determining the NAV of GLDM, the Administrator values the gold held on the basis of the price of an ounce of gold determined
F-2 6
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
2.4 Fair Value Measurement—(continued)
by the IBA 3:00 PM auction process (the “LBMA Gold Price PM”), which is an electronic auction. The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Administrator calculates the NAV of GLDM on each day the NYSE Arca is open for regular trading, generally as of 12:00 PM New York time. If no LBMA Gold Price PM is made on a particular evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 PM New York time on a particular evaluation day, the next most recent LBMA Gold Price AM or PM is used in the determination of the NAV of GLDM, unless the Administrator, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such determination.
2.5 Custody of Gold
Gold bullion is held by the Custodian on behalf of GLDM. During the years ended September 30, 2021 and 2020, no gold was held by a subcustodian.
2.6 Gold Receivable
Gold receivable represents the quantity of gold covered by contractually binding orders for the creation of Shares where the gold has not yet been transferred to GLDM’s account. Generally, ownership of the gold is transferred within two business days of the trade date.
(Amounts in 000’s of US$)
Sep-30,
2021
Sep-30,
2020
Gold receivable
$
—
$
18,793
2.7 Gold Payable
Gold payable represents the quantity of gold covered by contractually binding orders for the redemption of Shares where the gold has not yet been transferred out of GLDM’s account. Generally, ownership of the gold is transferred within two business days of the trade date.
(Amounts in 000’s of US$)
Sep-30,
2021
Sep-30,
2020
Gold payable
$
—
$
—
2.8 Creations and Redemptions of Shares
GLDM creates and redeems Shares from time to time, but only in one or more Creation Units (a Creation Unit equals a block of 100,000 Shares). GLDM issues Shares in Creation Units to certain authorized participants (“Authorized Participants”) on an ongoing basis. The creation and redemption of Creation Units is only made in exchange for the amount of gold and any cash represented by the Creation Units being created or redeemed. This amount will be based on the combined net asset value of the number of Shares included in the Creation Units being created or redeemed determined on the day the order to create or redeem Creation Units is properly received.
F-2 7
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
2.8 Creations and Redemptions of Shares—(continued)
As the Shares are redeemable in Creation Units at the option of the Authorized Participants, GLDM has classified the Shares as Net Assets for financial reporting purposes. Changes in the Shares for the years ended September 30, 2021, 2020 and 2019 are as follows:
(Amounts are in 000’s)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
Activity in Number of Shares Created and Redeemed:
Creations
88,800
136,000
55,500
Redemptions
( 25,100
)
( 17,400
)
( 3,900
)
Net Change in Number of Shares Created and Redeemed
63,700
118,600
51,600
(Amounts in 000’s of US$)
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
Activity in Value of Shares Created and Redeemed:
Creations
$
1,620,827
$
2,352,554
$
746,753
Redemptions
( 449,117
)
( 285,146
)
( 54,738
)
Net change in Value of Shares Created and Redeemed
$
1,171,710
$
2,067,408
$
692,015
2.9 Income and Expense (Amounts in 000’s of US$)
The Administrator will, at the direction of the Sponsor, sell GLDM’s gold as necessary to pay its expenses. When selling gold to pay expenses, the Administrator will endeavor to sell the smallest amount of gold needed to pay expenses in order to minimize GLDM’s holdings of assets other than gold. Unless otherwise directed by the Sponsor, to meet expenses the Administrator will give a sell order and sell gold to the Custodian at the LBMA Gold Price PM following the sell order. A gain or loss is recognized based on the difference between the selling price and the average cost of the gold sold, and such amounts are reported as net realized gain/(loss) from investment in gold sold to pay Sponsor fees on the Statement of Operations.
GLDM’s net realized and change in unrealized loss on investment in gold for the year ended September 30, 2021 of $( 338,455 ) is made up of a net realized gain of
$ 634 from the sale of gold to pay Sponsor fees, a net realized gain of
$ 39,311 from gold distributed for the redemption of shares, and a net change in unrealized depreciation of
$( 378,400 ) on investment in gold.
GLDM’s net realized and change in unrealized gain on investment in gold for the year ended September 30, 2020 of $ 446,656 is made up of a net realized gain of
$ 455 from the sale of gold to pay Sponsor fees, a net realized gain of
$ 37,008 from gold distributed for the redemption of shares, and a net change in unrealized appreciation of
$ 409,193 on investment in gold.
2.10 Income Taxes
GLDM is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, it is not subject to U.S. federal income tax. Instead, its income and expenses “flow through” to the shareholders, and the Administrator will report GLDM’s proceeds, income, deductions, gains and losses to the Internal Revenue Service on that basis.
F-2 8
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
2.10 Income Taxes—(continued)
The Sponsor has evaluated whether there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of September 30, 2021. As of September 30, 2021, the 2020, 2019 and 2019 tax years remain open for examination. There were no examinations in progress at period end.
3. Quarterly Statements of Operations
Year Ended September 30, 2021
Three Months Ended (unaudited)
(Amounts in 000’s of US$, except per share data)
Dec 31,
2020
Mar 31,
2021
Jun 30,
2021
Sep 30,
2021
Year Ended
Sep 30,
2021
EXPENSES
Sponsor fees
$
1,693
$
1,794
$
1,952
$
2,023
$
7,462
Total expenses
1,693
1,794
1,952
2,023
7,462
Net investment loss
( 1,693
)
( 1,794
)
( 1,952
)
( 2,023
)
( 7,462
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
224
122
154
134
634
Net realized gain/(loss) from gold distributed for the redemption of shares
34,670
2,205
19
2,417
39,311
Net change in unrealized appreciation/(depreciation) on investment in gold
( 27,914
)
( 453,395
)
160,714
( 57,805
)
( 378,400
)
Net realized and change in unrealized gain/(loss) on investment in gold
6,980
( 451,068
)
160,887
( 55,254
)
( 338,455
)
Net income/(loss)
$
5,287
$
( 452,862
)
$
158,935
$
( 57,277
)
$
( 345,917
)
Net income/(loss) per share
$
0.03
$
( 2.00
)
$
0.66
$
( 0.23
)
$
( 1.51
)
Weighted average number of shares (in 000’s)
199,978
226,720
241,069
250,621
229,581
F-2 9
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
3. Quarterly Statements of Operations—(continued)
Year Ended September 30, 2020
Three Months Ended (unaudited)
(Amounts in 000’s of US$, except per share data)
Dec 31,
2019
Mar 31,
2020
Jun 30,
2020
Sep 30,
2020
Year Ended
Sep 30,
2020
EXPENSES
Sponsor fees
$
497
$
586
$
946
$
1,466
$
3,495
Total expenses
497
586
946
1,466
3,495
Net investment loss
( 497
)
( 586
)
( 946
)
( 1,466
)
( 3,495
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay expenses
48
68
116
223
455
Net realized gain/(loss) from gold distributed for the redemption of shares
4,685
3,320
24,743
4,260
37,008
Net change in unrealized appreciation/(depreciation) on investment in gold
22,372
61,192
167,695
157,934
409,193
Net realized and change in unrealized gain/(loss) on investment in gold
27,105
64,580
192,554
162,417
446,656
Net income/(loss)
$
26,608
$
63,994
$
191,608
$
160,951
$
443.161
Net income/(loss) per share
$
0.36
$
0.77
$
1.54
$
0.94
$
3.92
Weighted average number of shares (in 000’s)
74,360
83,274
124,313
170,573
113,181
4. Related Parties—Sponsor
The Sponsor receives an annual fee equal to 0.18 % of the NAV of GLDM, calculated on a daily basis. The Sponsor is responsible for the payment of all of GLDM’s ordinary fees and expenses, including but not limited to the following: fees charged by GLDM’s Administrator, Custodian, Marketing Agent and Trustee; exchange listing fees; typical maintenance and transaction fees of The Depository Trust Company; SEC registration fees; printing and mailing costs; audit fees and expenses; and legal fees not in excess of $ 100,000 per annum and expenses and applicable license fees. The Sponsor is not, however, required to pay any extraordinary expenses incurred in the ordinary course of GLDM’s business as outlined in the Sponsor’s agreement with the Trust.
5. GLDM Expenses
GLDM’s only ordinary recurring operating expenses are the Sponsor’s annual fee of 0.18 % of the NAV of GLDM. The Sponsor’s fee is payable monthly in arrears.
Expenses payable will reduce the NAV of GLDM.
F- 30
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
6. Concentration of Risk
GLDM’s primary business activities are the investment in gold bullion and the issuance and sale of Shares.
Various factors could affect the price of gold including: (i) global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as China, Australia, South Africa and the United States; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) other economic variables such as income growth, economic output, and monetary policies; and (vii) global or regional political, economic or financial events and situations. In addition, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In 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 GLDM’s financial position and results of operations.
7. Indemnification
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith or willful misconduct. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.
The Trustee and each of its officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence. The Sponsor will not be liable to the Trust, the Trustee or any shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any gold bullion or other assets held in trust under Declaration of Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
F- 31
Table of Contents
SPDR
®
Gold MiniShares SM
Trust
Notes to the Financial Statements
8. Financial Highlights
The following presentation includes financial highlights related to investment performance and operations of a Share outstanding for the years ended September 30, 2021, 2020 and 2019. The total return at net asset value is based on the change in net asset value of a Share during the period and the total return at market value is based on the change in market value of a Share on the NYSE Arca during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Year Ended
Sep-30, 2019
Net Asset Value
Net asset value per Share, beginning of period
$
18.79
$
14.82
$
11.87
Net investment income/(loss)
( 0.03
)
( 0.03
)
( 0.02
)
Net Realized and Change in Unrealized Gain/(Loss)
( 1.43
)
4.00
2.97
Net Income/(Loss)
( 1.46
)
3.97
2.95
Net asset value per Share, end of period
$
17.33
$
18.79
$
14.82
Market value per Share, beginning of period
$
18.80
$
14.70
$
11.91
Market value per Share, end of period
$
17.46
$
18.80
$
14.70
Ratio to average net assets
Net investment loss
( 0.18
)%
( 0.18
)%
( 0.18
)%
Gross expenses
0.18
%
0.18
%
0.18
%
Net expenses
0.18
%
0.18
%
0.18
%
Total Return, at net asset value
( 7.77
)%
26.79
%
24.85
%
Total Return, at market value
( 7.13
)%
27.89
%
23.43
%
F-3 2
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.