10-Q 1 iau20210930_10q.htm FORM 10-Q iau20210930_10q.htm
0001278680 ISHARES GOLD TRUST false --12-31 Q3 2021 1,679,513,321 2,603,640,899 4,773,020,513 100.02 0.02 100.00 100.02 0.02 100.00 2 Based on the change in net asset value of a Share during the period. Cost of investment in gold bullion: $24,019,749,178 and $25,014,142,586, respectively. Percentage is annualized. Net increase (decrease) in net assets per Share based on average shares outstanding during the period. Share transactions reflect a one-for-two reverse stock split effective at market open on May 24, 2021. The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust's underlying investment. Based on average Shares outstanding during the period. Reflects a one-for-two reverse stock split effective at market open on May 24, 2021. Percentage is not annualized. No par value, unlimited amount authorized. Per share amounts reflect a one-for-two reverse stock split effective at market open on May 24, 2021. 24,019,749,178 25,014,142,586 0 0 841,300,000 885,225,000 00012786802021-01-012021-09-30 xbrli:shares 00012786802021-10-29 thunderdome:item iso4217:USD 00012786802021-09-30 00012786802020-12-31 iso4217:USDxbrli:shares 00012786802021-07-012021-09-30 00012786802020-07-012020-09-30 00012786802020-01-012020-09-30 00012786802021-01-012021-03-31 00012786802021-03-31 00012786802021-04-012021-06-30 00012786802021-06-30 00012786802019-12-31 00012786802020-01-012020-03-31 00012786802020-03-31 00012786802020-04-012020-06-30 00012786802020-06-30 00012786802020-09-30 utr:oz xbrli:pure 0001278680srt:MaximumMember2021-01-012021-09-30 0001278680iau:ReverseStockSplitMember2021-05-242021-05-24
 

 

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2021

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from        to        

 

Commission File Number: 001-32418

 


 

iShares® Gold Trust

(Exact name of registrant as specified in its charter)


 

New York

81-6124036

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, California 94105
Attn: Product Management Team
iShares Product Research & Development

(Address of principal executive offices) (Zip Code)

 

(415) 670-2000

(Registrant’s telephone number, including area code)

 


N/A

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


 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Shares

IAU

NYSE Arca, Inc.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒

Accelerated filer   ☐

 

Non-accelerated filer   ☐

Smaller reporting company   

Emerging growth company  

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No ☒

 

As of October 29, 2021, the Registrant had 836,350,000 Shares outstanding.

 



 

 

 

 

Table of Contents

 

    Page
     

PART I – FINANCIAL INFORMATION

 

     
Item 1.

Financial Statements (Unaudited)

1

     
 

Statements of Assets and Liabilities at September 30, 2021 and December 31, 2020

1

     
 

Statements of Operations for the three and nine months ended September 30, 2021 and 2020

2

     
 

Statements of Changes in Net Assets for the three, six and nine months ended September 30, 2021 and 2020

3

     
 

Statements of Cash Flows for the nine months ended September 30, 2021 and 2020

5

     
 

Schedules of Investments at September 30, 2021 and December 31, 2020

6

     
 

Notes to Financial Statements

7

     
Item 2.

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

11

     
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

     
Item 4.

Controls and Procedures

12

   

PART II – OTHER INFORMATION

 

   
Item 1.

Legal Proceedings

13

     
Item 1A.

Risk Factors

13

     
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

     
Item 3.

Defaults Upon Senior Securities

13

     
Item 4.

Mine Safety Disclosures

13

     
Item 5.

Other Information

13

     
Item 6.

Exhibits

14

     

SIGNATURES

15

 

 

 

 

PART I FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

 

iShares®Gold Trust

Statements of Assets and Liabilities (Unaudited)

At September 30, 2021 and December 31, 2020

 

  

September 30,
2021

  

December 31,
2020

 

Assets

        

Investment in gold bullion, at fair value(a)

 $27,909,324,999  $31,924,891,396 

Total Assets

  27,909,324,999   31,924,891,396 
         

Liabilities

        

Sponsor’s fees payable

  5,858,034   6,622,260 

Total Liabilities

  5,858,034   6,622,260 
         

Commitments and contingent liabilities (Note 6)

        
         

Net Assets

 $27,903,466,965  $31,918,269,136 
         

Shares issued and outstanding(b) (c)

  841,300,000   885,225,000 

Net asset value per Share (Note 2C)(c)

 $33.17  $36.06 

 


(a)

Cost of investment in gold bullion: $24,019,749,178 and $25,014,142,586, respectively.

(b)

No par value, unlimited amount authorized.

(c)

Reflects a one-for-two reverse stock split effective at market open on May 24, 2021.

 

 

See notes to financial statements.

 

 

 

iShares®Gold Trust

Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2021 and 2020

 

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2021

   

2020

   

2021

   

2020

 

Expenses

                               

Sponsor’s fees

  $ 18,059,257     $ 19,078,049     $ 54,767,768     $ 45,528,664  

Total expenses

    18,059,257       19,078,049       54,767,768       45,528,664  

Net investment loss

    (18,059,257 )     (19,078,049 )     (54,767,768 )     (45,528,664 )

Net Realized and Unrealized Gain (Loss)

                               

Net realized gain (loss) from:

                               

Gold bullion sold to pay expenses

    3,099,118       4,403,639       10,024,761       8,697,832  

Gold bullion distributed for the redemption of Shares

    127,976,249       73,471,118       462,275,097       279,243,655  

Net realized gain

    131,075,367       77,874,757       472,299,858       287,941,487  

Net change in unrealized appreciation/depreciation

    (456,228,532 )     1,620,716,613       (3,021,172,989 )     4,530,607,690  

Net realized and unrealized gain (loss)

    (325,153,165 )     1,698,591,370       (2,548,873,131 )     4,818,549,177  

Net increase (decrease) in net assets resulting from operations

  $ (343,212,422 )   $ 1,679,513,321     $ (2,603,640,899 )   $ 4,773,020,513  

Net increase (decrease) in net assets per Share(a)(b)

  $ (0.41 )   $ 2.00     $ (3.05 )   $ 6.54  

 


(a)

Net increase (decrease) in net assets per Share based on average shares outstanding during the period.

(b)

Reflects a one-for-two reverse stock split effective at market open on May 24, 2021.

 

 

See notes to financial statements.

 

 

 

iShares®Gold Trust

Statements of Changes in Net Assets (Unaudited)

For the three, six and nine months ended September 30, 2021

 

   

Nine Months Ended
September 30, 2021

 

Net Assets at December 31, 2020

  $ 31,918,269,136  
         

Operations:

       

Net investment loss

    (18,536,656 )

Net realized gain

    258,136,947  

Net change in unrealized appreciation/depreciation

    (3,618,692,332 )

Net decrease in net assets resulting from operations

    (3,379,092,041 )
         

Capital Share Transactions:

       

Contributions for Shares issued

    533,856,902  

Distributions for Shares redeemed

    (1,680,026,988 )

Net decrease in net assets from capital share transactions

    (1,146,170,086 )

Decrease in net assets

    (4,525,262,127 )
         

Net Assets at March 31, 2021

  $ 27,393,007,009  
         

Operations:

       

Net investment loss

    (18,171,855 )

Net realized gain

    83,087,544  

Net change in unrealized appreciation/depreciation

    1,053,747,875  

Net increase in net assets resulting from operations

    1,118,663,564  
         

Capital Share Transactions:

       

Contributions for Shares issued

    614,040,347  

Distributions for Shares redeemed

    (514,385,668 )

Net increase in net assets from capital share transactions

    99,654,679  

Increase in net assets

    1,218,318,243  
         

Net Assets at June 30, 2021

  $ 28,611,325,252  
         

Operations:

       

Net investment loss

    (18,059,257 )

Net realized gain

    131,075,367  

Net change in unrealized appreciation/depreciation

    (456,228,532 )

Net decrease in net assets resulting from operations

    (343,212,422 )
         

Capital Share Transactions:

       

Contributions for Shares issued

    428,654,583  

Distributions for Shares redeemed

    (793,300,448 )

Net decrease in net assets from capital share transactions

    (364,645,865 )

Decrease in net assets

    (707,858,287 )
         

Net Assets at September 30, 2021

  $ 27,903,466,965  
         

Shares issued and redeemed

       

Shares issued(a)

    45,075,000  

Shares redeemed(a)

    (89,000,000 )

Net decrease in Shares issued and outstanding

    (43,925,000 )

 


(a)

Share transactions reflect a one-for-two reverse stock split effective at market open on May 24, 2021.

 

 

See notes to financial statements.

 

 

iShares®Gold Trust

Statements of Changes in Net Assets (Unaudited)

For the three, six and nine months ended September 30, 2020

 

   

Nine Months Ended
September 30, 2020

 

Net Assets at December 31, 2019

  $ 17,628,525,082  
         

Operations:

       

Net investment loss

    (11,818,169 )

Net realized gain

    151,646,482  

Net change in unrealized appreciation/depreciation

    831,013,860  

Net increase in net assets resulting from operations

    970,842,173  
         

Capital Share Transactions:

       

Contributions for Shares issued

    2,615,209,304  

Distributions for Shares redeemed

    (991,396,287 )

Net increase in net assets from capital share transactions

    1,623,813,017  

Increase in net assets

    2,594,655,190  
         

Net Assets at March 31, 2020

  $ 20,223,180,272  
         

Operations:

       

Net investment loss

    (14,632,446 )

Net realized gain

    58,420,248  

Net change in unrealized appreciation/depreciation

    2,078,877,217  

Net increase in net assets resulting from operations

    2,122,665,019  
         

Capital Share Transactions:

       

Contributions for Shares issued

    3,865,881,490  

Distributions for Shares redeemed

    (299,101,991 )

Net increase in net assets from capital share transactions

    3,566,779,499  

Increase in net assets

    5,689,444,518  
         

Net Assets at June 30, 2020

  $ 25,912,624,790  
         

Operations:

       

Net investment loss

    (19,078,049 )

Net realized gain

    77,874,757  

Net change in unrealized appreciation/depreciation

    1,620,716,613  

Net increase in net assets resulting from operations

    1,679,513,321  
         

Capital Share Transactions:

       

Contributions for Shares issued

    4,165,602,762  

Distributions for Shares redeemed

    (327,658,445 )

Net increase in net assets from capital share transactions

    3,837,944,317  

Increase in net assets

    5,517,457,638  
         

Net Assets at September 30, 2020

  $ 31,430,082,428  
         

Shares issued and redeemed

       

Shares issued(a)

    319,250,000  

Shares redeemed(a)

    (51,750,000 )

Net increase in Shares issued and outstanding

    267,500,000  

 


(a)

Share transactions reflect a one-for-two reverse stock split effective at market open on May 24, 2021.

 

 

See notes to financial statements.

 

 

 

iShares®Gold Trust

Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2021 and 2020

 

   

Nine Months Ended
September 30,

 
   

2021

   

2020

 

Cash Flows from Operating Activities

               

Proceeds from gold bullion sold to pay expenses

  $ 55,531,994     $ 42,623,290  

Expenses – Sponsor’s fees paid

    (55,531,994 )     (42,623,290 )

Net cash provided by operating activities

           

Increase (decrease) in cash

           

Cash, beginning of period

           

Cash, end of period

  $     $  
                 

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

               

Net increase (decrease) in net assets resulting from operations

  $ (2,603,640,899 )   $ 4,773,020,513  

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

               

Proceeds from gold bullion sold to pay expenses

    55,531,994       42,623,290  

Net realized (gain) loss

    (472,299,858 )     (287,941,487 )

Net change in unrealized appreciation/depreciation

    3,021,172,989       (4,530,607,690 )

Change in operating assets and liabilities:

               

Sponsor’s fees payable

    (764,226 )     2,905,374  

Net cash provided by (used in) operating activities

  $     $  
                 

Supplemental disclosure of non-cash information:

               

Gold bullion contributed for Shares issued

  $ 1,576,551,832     $ 10,646,693,556  

Gold bullion distributed for Shares redeemed

  $ (2,987,713,104 )   $ (1,618,156,723 )

 

 

See notes to financial statements.

 

 

 

iShares®Gold Trust

Schedules of Investments (Unaudited)

At September 30, 2021 and December 31, 2020

 

September 30, 2021

 

Description

 

Ounces

  

Cost

  

Fair Value

 

Gold bullion

  16,014,073  $24,019,749,178  $27,909,324,999 
             

Total Investments – 100.02%

          27,909,324,999 

Less Liabilities – (0.02)%

          (5,858,034)

Net Assets – 100.00%

         $27,903,466,965 

 

December 31, 2020

 

Description

 

Ounces

  

Cost

  

Fair Value

 

Gold bullion

  16,881,652  $25,014,142,586  $31,924,891,396 
             

Total Investments – 100.02%

          31,924,891,396 

Less Liabilities – (0.02)%

          (6,622,260)

Net Assets – 100.00%

         $31,918,269,136 

 

 

See notes to financial statements.

 

6

 

iShares®Gold Trust

Notes to Financial Statements (Unaudited)

September 30, 2021

 

 

1 -

Organization

 

The iShares Gold Trust (the “Trust”) was organized on January 21, 2005 as a New York trust. The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day-to-day administration of the Trust. The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Trust is governed by the provisions of the Fourth Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of December 22, 2016. The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

 

The Trust seeks to reflect generally the performance of the price of gold. The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities. The Trust is designed to provide a vehicle for investors to make an investment similar to an investment in gold.

 

The accompanying unaudited financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all material adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of the interim period financial statements, have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 1, 2021.

 

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

 

 

2 -

Significant Accounting Policies

 

A.

Basis of Accounting

 

The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

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

 

B.

Gold Bullion

 

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

 

Fair value of the gold bullion held by the Trust is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM. “LBMA Gold Price PM” is the price per fine troy ounce of gold, stated in U.S. dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30-second rounds starting at 3:00 p.m. (London time), on each day that the London gold market is open for business and published shortly thereafter. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m. (London time) (“LBMA Gold Price AM”) unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.

 

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

 

7

 

The following tables summarize activity in gold bullion for the three months ended September 30, 2021 and 2020:

 

Three Months Ended September 30, 2021

 

Ounces

  

Cost

  

Fair Value

  

Realized
Gain (Loss)

 

Beginning balance

  16,230,858  $24,271,632,748  $28,617,437,101  $ 

Gold bullion contributed

  237,945   428,654,583   428,654,583    

Gold bullion distributed

  (444,564)  (665,324,199)  (793,300,448)  127,976,249 

Gold bullion sold to pay expenses

  (10,166)  (15,213,954)  (18,313,072)  3,099,118 

Net realized gain

        131,075,367    

Net change in unrealized appreciation/depreciation

        (456,228,532)   

Ending balance

  16,014,073  $24,019,749,178  $27,909,324,999  $131,075,367 

 

Three Months Ended September 30, 2020

 

Ounces

  

Cost

  

Fair Value

  

Realized
Gain (Loss)

 

Beginning balance

  14,658,518  $20,470,354,346  $25,917,726,586  $ 

Gold bullion contributed

  2,187,720   4,165,602,762   4,165,602,762    

Gold bullion distributed

  (176,520)  (254,187,327)  (327,658,445)  73,471,118 

Gold bullion sold to pay expenses

  (9,260)  (13,240,877)  (17,644,516)  4,403,639 

Net realized gain

        77,874,757    

Net change in unrealized appreciation/depreciation

        1,620,716,613    

Ending balance

  16,660,458  $24,368,528,904  $31,436,617,757  $77,874,757 

 

The following tables summarize activity in gold bullion for the nine months ended September 30, 2021 and 2020:

 

Nine Months Ended September 30, 2021

 

Ounces

  

Cost

  

Fair Value

  

Realized
Gain (Loss)

 

Beginning balance

  16,881,652  $25,014,142,586  $31,924,891,396  $ 

Gold bullion contributed

  858,637   1,576,551,832   1,576,551,832    

Gold bullion distributed

  (1,695,683)  (2,525,438,007)  (2,987,713,104)  462,275,097 

Gold bullion sold to pay expenses

  (30,533)  (45,507,233)  (55,531,994)  10,024,761 

Net realized gain

        472,299,858    

Net change in unrealized appreciation/depreciation

        (3,021,172,989)   

Ending balance

  16,014,073  $24,019,749,178  $27,909,324,999  $472,299,858 

 

Nine Months Ended September 30, 2020

 

Ounces

  

Cost

  

Fair Value

  

Realized

Gain (Loss)

 

Beginning balance

  11,577,252  $15,094,673,874  $17,632,155,037  $ 

Gold bullion contributed

  6,096,339   10,646,693,556   10,646,693,556    

Gold bullion distributed

  (988,456)  (1,338,913,068)  (1,618,156,723)  279,243,655 

Gold bullion sold to pay expenses

  (24,677)  (33,925,458)  (42,623,290)  8,697,832 

Net realized gain

        287,941,487    

Net change in unrealized appreciation/depreciation

        4,530,607,690    

Ending balance

  16,660,458  $24,368,528,904  $31,436,617,757  $287,941,487 

 

C.

Calculation of Net Asset Value

 

On each business day, as soon as practicable after 4:00 p.m. (New York time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from the fair value of the gold and other assets held by the Trust. The Trustee computes the net asset value per Share by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

 

8

 

D.

Offering of the Shares

 

Trust Shares are issued and redeemed continuously in aggregations of 50,000 Shares in exchange for gold bullion rather than cash. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. The Trust only transacts with registered broker-dealers that are eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Trustee and the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”). Holders of Shares of the Trust may redeem their Shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 Shares; provided, that redemptions of Shares may be suspended during any period while regular trading on NYSE Arca, Inc. (“NYSE Arca”) is suspended or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable.

 

The per Share amount of gold exchanged for a purchase or redemption represents the per Share amount of gold held by the Trust, after giving effect to its liabilities.

 

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

 

E.

Federal Income Taxes

 

The Trust is treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.

 

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of September 30, 2021 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

 

 

3 -

Trust Expenses

 

The Trust pays to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to 0.25% of the net asset value of the Trust, paid monthly in arrears. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses.

 

 

4 -

Related Parties

 

The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

 

 

5 -

Indemnification

 

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

 

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

 

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

 

 

6 -

Commitments and Contingent Liabilities

 

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

 

 

7 -

Concentration Risk

 

Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold. Accordingly, a decline in the price of gold will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the price of gold include large sales by the official sector (governments, central banks, and related institutions); a significant increase in the hedging activities of gold producers; significant changes in the attitude of speculators, investors and other market participants towards gold; global gold supply and demand; global or regional political, economic or financial events and situations; investors’ expectations with respect to the rate of inflation; interest rates; investment and trading activities of hedge funds and commodity funds; other economic variables such as income growth, economic output, and monetary policies; and investor confidence.

 

9

 

 

 

8 -

Financial Highlights

 

The following financial highlights relate to investment performance and operations for a Share outstanding for the three and nine months ended September 30, 2021 and 2020.

 

   

Three Months Ended
September 30,

   

Nine Months Ended
September 30,

 
   

2021(a)

   

2020(a)

   

2021(a)

   

2020(a)

 

Net asset value per Share, beginning of period

  $ 33.58     $ 33.76     $ 36.06     $ 29.12  

Net investment loss(b)

    (0.02 )     (0.02 )     (0.06 )     (0.06 )

Net realized and unrealized gain (loss)(c)

    (0.39 )     2.26       (2.83 )     6.94  

Net increase (decrease) in net assets from operations

    (0.41 )     2.24       (2.89 )     6.88  

Net asset value per Share, end of period

  $ 33.17     $ 36.00     $ 33.17     $ 36.00  
                                 

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

    (1.22 )%     6.64 %     (8.01 )%     23.63 %
                                 

Ratio to average net assets:

                               

Net investment loss(f)

    (0.25 )%     (0.25 )%     (0.25 )%     (0.25 )%

Expenses(f)

    0.25 %     0.25 %     0.25 %     0.25 %

 


(a)

Per share amounts reflect a one-for-two reverse stock split effective at market open on May 24, 2021.

(b)

Based on average Shares outstanding during the period.

(c)

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

(d)

Based on the change in net asset value of a Share during the period.

(e)

Percentage is not annualized.

(f)

Percentage is annualized.

 

 

9 -

Investment Valuation

 

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

 

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

 

 

Level 1  −

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

 

 

Level 2  −

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

 

 

Level 3  −

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

 

At September 30, 2021 and December 31, 2020, the value of the gold bullion held by the Trust is categorized as Level 1.

 

10

 

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10‑Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as may, should, could, expect, plan, anticipate, believe, estimate, predict, potential or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsors expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy. Except as required by applicable disclosure laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsors expectations or predictions.

 

Introduction

 

The iShares Gold Trust (the “Trust”) is a grantor trust formed under the laws of the State of New York. The Trust does not have any officers, directors, or employees, and is administered by The Bank of New York Mellon (the “Trustee”) acting as trustee pursuant to the Fourth Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) between the Trustee and iShares Delaware Trust Sponsor LLC, the sponsor of the Trust (the “Sponsor”). The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets. The assets of the Trust consist primarily of gold bullion held by a custodian as an agent of the Trust responsible only to the Trustee.

 

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

 

The Trust issues and redeems Shares only in exchange for gold, only in aggregations of 50,000 Shares (a “Basket”) or integral multiples thereof, and only in transactions with registered broker-dealers that have previously entered into an agreement with the Sponsor and the Trustee governing the terms and conditions of such issuance (such broker-dealers, the “Authorized Participants”). A list of the current Authorized Participants is available from the Sponsor or the Trustee.

 

Shares of the Trust trade on NYSE Arca, Inc. under the ticker symbol IAU.

 

Valuation of Gold Bullion; Computation of Net Asset Value

 

On each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the net asset value per Share (“NAV”). The Trustee values the gold held by the Trust using the price per fine troy ounce of gold determined in an electronic auction hosted by ICE Benchmark Administration (“IBA”) that begins at 3:00 p.m. (London time) and published shortly thereafter, on the day the valuation takes place (such price, the “LBMA Gold Price PM”). If there is no announced LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m. (London time) (such price, the “LBMA Gold Price AM”), unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation. The LBMA Gold Price AM and LBMA Gold Price PM are used by the Trust because they are commonly used by the U.S. gold market as indicators of the value of gold and are permitted to be used under the Trust Agreement. The use of indicators of the value of gold bullion other than the LBMA Gold Price AM and LBMA Gold Price PM could result in materially different fair value pricing of the gold held by the Trust, and as such, could result in different cost or market adjustments or in different redemption value adjustments of the outstanding redeemable capital Shares. Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the total value of the gold and other assets held by the Trust. The result is the net asset value of the Trust. The Trustee computes NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

 

Liquidity

 

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s fee. The Trust’s only source of liquidity is its sales of gold.

 

Critical Accounting Policies

 

The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. A description of the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Gold Bullion; Computation of Net Asset Value” above. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.

 

 

Results of Operations

 

The Quarter Ended September 30, 2021

 

The Trust’s net asset value decreased from $28,611,325,252 at June 30, 2021 to $27,903,466,965 at September 30, 2021, a 2.47% decrease. The decrease in the Trust’s net asset value resulted primarily from a decrease in the number of outstanding shares, which fell from 852,150,000 Shares at June 30, 2021 to 841,300,000 Shares at September 30, 2021, a consequence of 12,500,000 Shares (250 Baskets) being created and 23,350,000 Shares (467 Baskets) being redeemed during the quarter. The decrease in the Trust’s net asset value was also affected by a decrease in the LMBA Gold Price, which fell 1.15% from $1,763.15 at June 30, 2021 to $1,742.80 at September 30, 2021. The Board authorized a one-for-two reverse stock split for the iShares Gold Trust, effective at the market open on May 24, 2021. The impact of the stock split was to raise the NAV by a factor of two and decrease the shares outstanding, resulting in no effect on the net assets of the Fund. The financial statements for the Fund have been adjusted to reflect the reverse stock split.

 

The 1.22% decrease in the NAV from $33.58 at June 30, 2021 to $33.17 at September 30, 2021 is directly related to the 1.15% decrease in the price of gold.

 

The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $18,059,257 for the quarter, or 0.06% of the Trust’s average weighted assets of $28,651,464,667 during the quarter. The NAV of $34.83 on July 29, 2021 was the highest during the quarter, compared with a low during the quarter of $32.81 on August 10, 2021.

 

Net decrease in net assets resulting from operations for the quarter ended September 30, 2021 was $343,212,422, resulting from an unrealized loss on investment in gold bullion of $456,228,532, a net realized gain of $127,976,249 on gold distributed for the redemption of Shares and a net realized gain of $3,099,118 from gold bullion sold to pay expenses during the quarter, and a net investment loss of $18,059,257. Other than the Sponsor’s fees of $18,059,257, the Trust had no expenses during the quarter.

 

The Nine Month Period Ended September 30, 2021

 

The Trust’s net asset value fell from $31,918,269,136 at December 31, 2020 to $27,903,466,965 at September 30, 2021, a 12.58% decrease. The decrease in the Trust’s net asset value resulted primarily from a decline in the LMBA Gold Price, which fell 7.84% from $1,891.10 at December 31, 2020 to $1,742.80 at September 30, 2021. The decrease in the Trust’s net asset value was also affected by a decrease in the number of outstanding Shares, which fell from 885,225,000(a) Shares at December 31, 2020 to 841,300,000 Shares at September 30, 2021, a consequence of 45,075,000 Shares (902 Baskets) being created and 89,000,000 Shares (1,780 Baskets) being redeemed during the period. The Board authorized a one-for-two reverse stock split for the iShares Gold Trust, effective at the market open on May 24, 2021. The impact of the stock split was to raise the NAV per share by a factor of two and decrease the shares outstanding, resulting in no effect on the net assets of the Fund. The financial statements for the Fund have been adjusted to reflect the reverse stock split.

 

The 8.01% decrease in the NAV from $36.06(a) at December 31, 2020 to $33.17 at September 30, 2021 is directly related to the 7.84% decrease in the price of gold.

 

The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $54,767,768 for the period, or 0.19% of the Trust’s average weighted assets of $ 29,275,024,965 during the period. The NAV of $37.04 on January 04, 2021 was the highest during the period, compared with a low during the period of $32.08 on March 30, 2021.

 

Net decrease in net assets resulting from operations for the nine months ended September 30, 2021 was $2,603,640,899, resulting from an unrealized loss on investment in gold bullion of $3,021,172,989, a net realized gain of $462,275,097 on gold distributed for the redemption of Shares and a net realized gain of $10,024,761 from gold bullion sold to pay expenses during the period, offset by a net investment loss of $54,767,768. Other than the Sponsor’s fees of $54,767,768, the Trust had no expenses during the period.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

 

Item 4. Controls and Procedures.

 

The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

 

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

 

There were no changes in the Trust’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 


(a)

Adjusted to reflect one-for-two reverse stock split that was effective at market open on May 24, 2021.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

 

Item 1A. Risk Factors

 

There have been no material changes to the Risk Factors last reported under Part I, Item 1A of the registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 1, 2021.

 

 

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

 

a) None.

 

b) Not applicable.

 

c) 23,350,000 Shares (467 Baskets) were redeemed during the quarter ended September 30, 2021.

 

Period

 

Total Number of Shares
Redeemed

   

Average Ounces of
Gold Paid Per Share

 

07/01/21 to 07/31/21

    13,550,000     $  0.0190  

08/01/21 to 08/31/21

    6,200,000       0.0190  

09/01/21 to 09/30/21

    3,600,000       0.0190  

Total

    23,350,000     $  0.0190  

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

Item 5. Other Information.

 

Not applicable.

 

 

Item 6. Exhibits

 

Exhibit No.

 

Description

4.1

 

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

     

4.2

 

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

     

10.1

 

Second Amended and Restated Custodian Agreement between The Bank of New York Mellon and JPMorgan Chase Bank N.A., London branch is incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Registrant on December 22, 2016

     

10.2

 

Amendment Agreement to Second Amended and Restated Custodian Agreement between The Bank of New York Mellon and JP Morgan Chase Bank N.A., London branch is incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Registrant on August 5, 2020

     

10.3

 

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

     

31.1

 

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     

31.2

 

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     

32.1

 

Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

     

32.2

 

Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

     

101.INS

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

     

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

     

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

     

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

     

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

     

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

     

104

 

Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.

 

iShares Delaware Trust Sponsor LLC,
Sponsor of the iShares Gold Trust (registrant)

 

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

 

Date: November 3, 2021

 

 

/s/ Trent Walker
Trent Walker
Chief Financial Officer
(Principal financial and accounting officer)

 

Date: November 3, 2021

 


*

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

 

 

 

15