Docoh
Loading...

BAR GraniteShares Gold Trust

Filed: 6 Feb 20, 9:10am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the Quarterly Period Ended December 31, 2019

 

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: 001-38195

 

GRANITESHARES GOLD TRUST

(Exact name of registrant as specified in its charter)

 

New York 82-6393903
(State or other jurisdiction of (I.R.S. Employer
incorporation ororganization) Identification No.)

 

c/o GraniteShares Inc

205 Hudson Street, 7th Floor

New York, New York 10013

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:
(646) 876-5096

 

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 [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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[X]

 

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. [X]

 

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

 

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 BAR NYSE Arca, Inc.

 

As of February 06, 2020, the Registrant had 41,050,000 Shares outstanding.

 

 

 

 
 

 

GRANITESHARES GOLD TRUST

FORM 10-Q

FOR THE QUARTER ENDED December 31, 2019

INDEX

 

PART I. FINANCIAL INFORMATION 
   
Item 1.Financial Statements3
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations13
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk15
   
Item 4.Controls and Procedures15
   
PART II. OTHER INFORMATION 
  
Item 1.Legal Proceedings16
   
Item 1A.Risk Factors16
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds16
   
Item 3.Defaults Upon Senior Securities16
   
Item 4.Mine Safety Disclosures16
   
Item 5.Other Information16
   
Item 6.Exhibits16
   
SIGNATURES17

 

2
 

 

PART I - FINANCIAL INFORMATION:

 

Item 1. Financial Statements

 

Statements of Assets and Liabilities

 

At December 31, 2019 (unaudited) and June 30, 2019

 

Amounts in 000’s of US$ except share and per share data December 31, 2019  June 30, 2019 
   (unaudited)     
Assets        
Investment in gold bullion, at fair value(1) $593,012  $545,586 
Total Assets $593,012  $545,586 
         
Liabilities        
Fees payable to Sponsor $85  $75 
Total Liabilities  85   75 
Net Assets $592,927  $545,511 
         
Shares issued and outstanding(2)  39,100,000   38,850,000 
Net asset value per Share $15.16  $14.04 

 

(1)Cost of investment in gold bullion: $504,913 and $497,005, respectively.
(2)No par value, unlimited amount authorized.

 

See Notes to the Financial Statements

 

3
 

 

Schedule of Investment

 

At December 31, 2019 (unaudited) and June 30, 2019

 

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

 

December 31, 2019 (unaudited) Ounces of
gold
  Cost  Value  % of
Net Assets
 
Gold bullion  389,371.034  $504,913  $593,012   100.01%
Total investment     $504,913  $593,012   100.01%
Liabilities in excess of other assets         $(85)  (0.01)%
Net assets         $592,927   100.00%

 

June 30, 2019 Ounces of gold  Cost  Value  % of
Net Assets
 
Gold bullion  387,215.425  $497,005  $545,586   100.01%
Total investment     $497,005  $545,586   100.01%
Liabilities in excess of other assets         $(75)  (0.01)%
Net assets         $545,511   100.00%

 

See Notes to the Financial Statements

 

4
 

 

Statements of Operations (Unaudited)

 

For the periods ended December 31, 2019 and 2018

 

Amounts in 000’s of US$, except per share data Three Months
Ended
December 31, 2019
  Three Month
Ended
December 31, 2018
  Six Months
Ended
December 31, 2019
  Six Months
Ended
December 31, 2018
 
             
Expenses                
Sponsor fees $256  $131  $512  $265 
Total expenses $256  $131  $512  $265 
Net investment loss $(256) $(131) $(512) $(265)
                 
Net realized and unrealized gains (losses)                
Net realized gain (loss) from:                
Gold bullion sold to pay expenses  34   (6)  63   (13)
Gold bullion distributed for the redemption of Shares  4,663   (1,177)  4,663   (1,177)
Net realized gain (loss)                
Net change in unrealized appreciation (depreciation) $10,421  $23,560  $39,518  $9,785 
Net realized and unrealized gain (loss) $15,118  $22,377  $44,244  $8,595 
Net increase (decrease) in net assets resulting from operations $14,862  $22,246  $43,732  $8,330 
                 
Net increase (decrease) in net assets per share $0.38  $0.92(1) $1.10  $0.36(1)
Weighted average number of shares (in 000’s)  39,421   24,143(1)  39,609   23,089(1)

 

(1)Adjusted for effects of a 10-for-1 stock split. Stock split was effective on March 7, 2019. See Note 1.

 

See Notes to the Financial Statements

 

5
 

 

Statements of Changes in Net Assets

 

For the six months ended December 31, 2019 (unaudited)

 

Amounts in 000’s of US$   
Net Assets at July 1, 2019 $545,511 
Creations  37,409 
Redemptions  - 
Net investment gain (loss)  (256)
Net realized gain (loss) from gold bullion sold to pay expenses  29 
Net realized gain (loss) from gold bullion distributed for redemptions  - 
Net change in unrealized gain (loss) on investment in gold  29,097 
Net Assets at September 30, 2019 $611,790 
Creations  - 
Redemptions  (33,725)
Net investment gain (loss)  (256)
Net realized gain (loss) from gold bullion sold to pay expenses  34 
Net realized gain (loss) from gold bullion distributed for redemptions  4,663 
Net change in unrealized gain (loss) on investment in gold  10,421 
Net Assets at December 31, 2019 $592,927 

 

For the six months ended December 31, 2018 (unaudited)

 

Amounts in 000’s of US$   
Net Assets at July 1, 2018 $250,925 
Creations  42,577 
Redemptions  - 
Net investment gain (loss)  (134)
Net realized gain (loss) from gold bullion sold to pay expenses  (7)
Net realized gain (loss) from gold bullion distributed for redemptions  - 
Net change in unrealized gain (loss) on investment in gold  (13,775)
Net Assets at September 30, 2018 $279,586 
Creations  30,643 
Redemptions  (18,006)
Net investment gain (loss)  (131)
Net realized gain (loss) from gold bullion sold to pay expenses  (6)
Net realized gain (loss) from gold bullion distributed for redemptions  (1,177)
Net change in unrealized gain (loss) on investment in gold  23,560 
Net Assets at December 31, 2018 $314,469 

 

See Notes to the Financial Statements

 

6
 

 

Financial Highlights (Unaudited)

 

For the three months ended December 31, 2019 and 2018 and the six months ended December 31, 2019 and 2018

 

Per Share Performance

(for a Share outstanding throughout each period)

 Three
Months
Ended
December 31, 2019
  Three
Months
Ended
December 31, 2018(1)
  Six
Months
Ended
December 31, 2019
  Six Months
Ended
December 31, 2018(1)
 
Net asset value per Share at beginning of period $14.80  $11.85  $14.04  $12.48 
Net investment gain (loss)(2)  (0.01)  (0.01)  (0.01)  (0.01)
Net realized and unrealized gain (loss) on investment in gold  0.37   0.94   1.13   0.31 
Net change in net assets from operations  0.36   0.93   1.12   0.30 
Net asset value per Share at end of period $15.16  $12.78  $15.16  $12.78 
                 
Total return, at net asset value(3)  2.43%  7.90%  7.98%  2.40%
                 
Net assets ($000’s) $592,927  $314,469  $592,927  $314,469 
                 
Ratio to average net assets                
Net investment loss(4)  (0.17)%  (0.18)%  (0.17)%  (0.19)%
Expenses(4)  0.17%  0.18%  0.17%  0.19%

 

(1)Adjusted for effects of a 10-for-1 stock split. Stock split was effective on March 7, 2019. See Note 1.
(2)Calculated using the average shares outstanding method
(3)Percentage not annualized.
(4)Percentage annualized.

 

See Notes to the Financial Statements

 

7
 

 

Notes to the Financial Statements for the period ended December 31, 2019 (unaudited)

 

1. Organization

 

GraniteShares Gold Trust (the “Trust”) is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture. The Sponsor of the Trust, GraniteShares LLC (the “Sponsor”), is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.

 

The objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust at that time less the Trust’s accrued expenses and liabilities as of that time. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in gold.

 

On February 26, 2019, the Trust announced a 10-for-1 Share split for all shareholders of record as of March 7, 2019. The ticker symbol for the Trust did not change, and the Trust continues to trade on the NYSE Arca. The split was applied retroactively for all periods presented, increasing the number of Shares outstanding for the Trust, and resulted in a proportionate decrease in the price per Share and per Share information of the Trust. Therefore, the split did not change the aggregate net asset value of a shareholder’s investment at the time of the split.

 

The fiscal year end for the Trust is June 30.

 

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

 

2. Significant accounting policies

 

The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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 the Trust.

 

2.1 Valuation of Gold

 

The Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

Gold is held by ICBC Standard Bank Plc (the “Custodian”), on behalf of the Trust, at the Custodian’s London, United Kingdom vaulting premises. The cost of gold is determined according to the average cost method and the fair value is based on the London Bullion Market Association (“LBMA”) PM Gold Price. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced 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 PM Gold Price is set using the afternoon session of the ICE Benchmark Administration equilibrium auction, an electronic, tradable and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA authorized participating gold bullion banks or market makers that establishes a reference gold price for that day’s trading.

 

8
 

 

The per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.

 

ASC 820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

 

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.

 

Level 2: Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar data.

 

Level 3: Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

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

 

2.2 Expenses, realized gains and losses

 

The Trust’s only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized rate equal to 0.1749% of the adjusted daily net asset value of the Trust, paid monthly in arrears. Prior to October 5, 2018 the annualized rate equaled 0.20%.

 

The Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs, audit fees and certain legal expenses.

 

As of December 31, 2019, the fees payable to the Sponsor were $85,203. As of June 30, 2019, the fees payable to the Sponsor were $75,427.

 

With respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other than gold. Other than the Sponsor’s Fee, the Trust had no expenses during the three months and six months ended December 31, 2019 and 2018.

 

Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the LBMA PM Gold Price. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next LBMA PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. A gain or loss is recognized based on the difference between the selling price and the cost of the gold sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.

 

Realized gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis as the difference between the fair value and cost of gold transferred. Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.

 

9
 

 

2.3. Gold Receivable and Payable

 

Gold receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of the gold is transferred within two business days of the trade date.

 

2.4 Creations and Redemptions of Shares

 

The Trust issues and redeems in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Basket”) only to Authorized Participants. The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined Fine Ounces represented by the number of shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

 

Orders to create and redeem Baskets may be placed only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, and (3) must have an agreement with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards described herein. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant. A transaction fee of $500 will be assessed on all creation and redemption transactions. Multiple Baskets may be created on the same day, provided each Basket meets the requirements described below and that the Custodian is able to allocate gold to the Trust Allocated Account such that the Trust Unallocated Account holds no more than 430 Fine Ounces of gold at the close of a business day.

 

Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of shares.

 

Changes in the Shares for the six months ended December 31, 2019 and 2018 were:

 

  Six Months Ended  Six Months Ended 
(Amounts in 000’s) Dec-31, 2019  Dec-31, 2018(1) 
Activity in Number of Shares Created and Redeemed:        
Creations  2,500   6,000 
Redemptions  2,250   1,500 
Net change in Number of Shares Created and Redeemed  250   4,500 

 

  Six Months Ended  Six Months Ended 
(Amounts in 000’s of US$) Dec-31, 2019  Dec-30, 2018 
Activity in Value of Shares Created and Redeemed:        
Creations $37,409  $73,220 
Redemptions  33,725   18,006 
Net change in Value of Shares Created and Redeemed $3,684  $55,214 

 

(1)Adjusted for effects of a 10-for-1 stock split. Stock split was effective on March 7, 2019. See Note 1.

 

10
 

 

2.5 Income Taxes

 

The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service on that basis.

 

The Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of December 31, 2019 and June 30, 2019.

 

The Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of December 31, 2019, the 2019 and 2018 tax years remain open for examination.

 

2.6 Emerging Growth Company qualification

 

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

 

3. Investment in gold

 

Changes in ounces of gold and their respective values for the six months ended December 31, 2019.

 

Amounts in 000’s of US$, except for ounces data Ounces  Fair Value 
Opening balance as of June 30, 2019  387,215.425  $545,586 
Gold bullion contributed  24,907.242   37,409 
Gold bullion distributed  (22,751.633)  (29,501)
Change in unrealized depreciation  -   39,518 
Ending balance as of December 31, 2019  389,371.034  $593,012 

 

Changes in ounces of gold and their respective values for the year ended June 30, 2019.

 

Amounts in 000’s of US$, except for ounces data Ounces  Fair Value 
Opening balance as of June 30, 2018  200,692.594  $250,956 
Gold bullion contributed  220,426.035   280,234 
Gold bullion distributed  (33,903.204)  (43,452)
Change in unrealized depreciation  -   57,848 
Ending balance as of June 30, 2019  387,215.425  $545,586 

 

4. Related parties – Sponsor and Trustee

 

A fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. In exchange for the Sponsor’s fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s fee and out-of-pocket expenses, the custodian’s fee and reimbursement of the custodian expenses, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $100,000 per annum in legal fees and expenses. The Sponsor’s fee is payable at an annualized rate of 0.1749% of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior Business Day’s Net Asset Value and paid monthly in arrears. Prior to October 5, 2018, the Sponsor’s fee was payable at an annualized rate of 0.20%.

 

The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated period of time. Presently, the Sponsor does not intend to waive any part of its fee.

 

Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell platinum or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

 

11
 

 

5. Concentration of risk

 

In accordance with Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties, the Trust’s sole business activity is the investment in gold bullion. Several factors could affect the price of gold: (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; (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) 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 the Trust’s financial position and results of operations.

 

6. Indemnification

 

Under the Trust’s organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents and affiliates) and the Sponsor (and its members, managers, directors, officers, employees, agents and affiliates) is indemnified against any liability, loss or expense it incurs without (i) gross negligence, bad faith, willful misconduct or willful misfeasance on its part in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement or any such other agreement and (ii) reckless disregard on its part of its obligations and duties under the Trust Agreement or any such other agreement. Such indemnity shall also include payment from the Trust of the reasonable costs and expenses incurred by the indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefore. In addition, the Sponsor may, in its sole discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and in such event, the reasonable legal expenses and costs and other disbursements of any such actions shall be expenses and costs of the Trust and the Sponsor shall be entitled to reimbursement by the Trust. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.

 

7. Subsequent events

 

Management has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items requiring adjustment of the financial statements or additional disclosures.

 

12
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This information should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of Part I of this Form 10-Q. The discussion and analysis that follows may contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. Except as required by applicable disclosure laws, neither the Sponsor, nor any other person assumes responsibility for the accuracy or completeness of any forward-looking statements. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.

 

Introduction

 

The Trust is a common law trust, formed under the laws of the state of New York on August 24, 2017. The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Trust Agreement. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. It does not hold or trade in commodity futures contracts, nor is it a commodity pool, or subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing Shares.

 

The Trust holds gold and is expected to issue Baskets in exchange for deposits of gold, and to distribute gold in connection with redemptions of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold.

 

13
 

 

The Trust issues and redeems Shares only with Authorized Participants in exchange for gold and only in aggregations of 50,000 Shares or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee.

 

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

 

Valuation of Gold; Computation of Net Asset Value

 

On each business day, as soon as practicable after 4:00 p.m. (New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the NAV. The Trustee values the gold held by the Trust using that day’s LBMA Gold Price PM. If there is no announced LBMA Gold Price PM on a business day, the Trustee is authorized to use that day’s LBMA Gold Price AM. Having valued the gold held by the Trust, the Trustee then subtracts all accrued fees, expenses and other liabilities of the Trust from the value of the gold and other assets of the Trust. The result is the net asset value of the Trust. The Trustee computes the NAV by dividing the net asset value of the Trust by the number of Shares outstanding on the date the computation is made.

 

Liquidity and Capital Resources

 

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

 

The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell gold to pay the Sponsor’s Fee but will pay the Sponsor’s Fee through in-kind transfers of gold to the Sponsor. At December 31, 2019 the Trust did not have any cash balances.

 

Off-Balance Sheet Arrangements

 

The Trust has no off-balance sheet arrangements.

 

Critical Accounting Policies

 

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. Below, the Trust describes the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position. In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.

 

Results of Operations

 

The Quarter Ended December 31, 2019

 

The Trust’s net asset value decreased from $611,789,964 on September 30, 2019 to $592,926,882 on December 31, 2019, a 3.1% decrease. The decrease in the Trust’s net asset value over this period was due to a reduction in the number of shares outstanding from 41,350,000 to 39,100,000, a 5.4% decrease. The 2,250,000 shares decrease was the result of 45 redemption orders (50,000 shares per creation and redemption order). There were no creation orders over the quarter. The impact of the redemption activity on the Trust’s net asset value was reduced by the positive change in the price of gold, which increased 2.5% from $1,485.30 on September 30, 2019 to $1,523.00 on December 31, 2019.

 

14
 

 

The 2.43% increase in the Trust’s net asset value per share, from $14.80 at September 30, 2019 to $15.16 at December 31, 2019 is directly related to the 2.5% increase in the price of gold.

 

The Trust’s net asset value per share increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $255,892 for the quarter, or 0.044% of the Trust’s average weighted net assets of $581,865,249 during the quarter. The net asset value per share of $15.16 on December 31, 2019 was the highest during the quarter, compared with a low during the quarter of $14.46 on November 12, 2019.

 

Net increase in net assets resulting from operations for the quarter ended December 31, 2019 was $14,861,954, resulting primarily from an unrealized gain on investment in gold bullion of $10,420,233, increased by a gain of $4,697,613 on metal sold to cover the redemption orders and the Sponsor’s fees but reduced by the Sponsor’s fees of $255,892. Other than the Sponsor’s fees the Trust had no expenses during the quarter.

 

Six Months Ended December 31, 2019

 

The Trust’s net asset value grew from $545,511,107 on June 30, 2019 to $592,926,882 on December 31, 2019, a 8.7% increase. The increase in the Trust’s net asset value was partially due to an increase in the number of shares outstanding from 38,850,000 to 39,100,000 over this period, or 0.6%. The 250,000 shares increase was the net result of 50 creations orders and 45 redemption orders (50,000 shares per creation and redemption order). The increase in the Trust’s net asset value was mostly due to a change in the price of gold, which increased 8.09% from $1,409.00 on June 30, 2019 to $1,523.00 on December 31, 2019.

 

The 7.98% increase in the Trust’s net asset value per share, from $14.04 at June 30, 2019 to $15.16 at December 31, 2019 is directly related to the 8.09% increase in the price of gold.

 

The Trust’s net asset value per share increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $512,517 for the quarter, or 0.088% of the Trust’s average weighted net assets of $582,901,834 during the quarter. The net asset value per share of $15.40 on September 4, 2019 was the highest during the period, compared with a low during the period of $13.84 on July 5, 2019.

 

Net increase in net assets resulting from operations for the 6 months period ending December 31, 2019 was $43,731,473, resulting primarily from an unrealized [gain] on investment in gold bullion of $39,517,050, increased by a gain of $4,726,940 on metal sold to cover the redemption orders and the Sponsor’s fees but reduced by the Sponsor’s fees of $512,517 Other than the Sponsor’s fees the Trust had no expenses during the quarter.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Disclosure 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, 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. Such disclosure controls and procedures are designed 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, are recorded, processed, summarized and reported, within the time period specified in the applicable rules and forms, and that such information 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 to allow timely decisions regarding required disclosure.

 

15
 

 

Internal Control over Financial Reporting

 

There has been no change in the internal control over financial reporting that occurred during the fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

You should carefully consider the factors discussed in Part I, Page 10 “Risk Factors” in our prospectus dated April 02, 2019, filed pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission, file number 333-230462, which could materially affect our business, financial condition or future results. The risks described in the prospectus are not the only risks facing the Trust. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

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

 

a) None.

 

b) Not applicable.

 

c) For the three months ended December 31, 2019: 45 baskets were redeemed.

 

Period 

Total

Baskets
Redeemed

  Total Shares
Redeemed
  Average ounces
of gold per Share
 
October 2019  36   1,800,000   0.0099609 
November 2019  9   450,000   0.0099596 
December 2019  0   0   - 
Total  45   2,250,000   0.0099607 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(a) Exhibits
31.1 Chief Executive Officer and Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Chief Accounting Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Chief Executive Officer and Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Chief Accounting Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculations Document
101.DEF XBRL Taxonomy Extension Definition Document
101.LAB XBRL Taxonomy Extension Labels Document
101.PRE XBRL Taxonomy Presentation Document

 

16
 

 

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 thereunto duly authorized.

 

 GraniteShares LLC
 Sponsor of the GraniteShares Gold Trust
 (Registrant)
  
Date: February 06, 2020/s/ William Rhind
 William Rhind*
 CEO and CFO
  
Date: February 06, 2020/s/ Benoit Autier
 Benoit Autier*
 Chief Accounting Officer

 

*The Registrant is a trust and the persons are signing in their capacities as officers of GraniteShares LLC, the Sponsor of the Registrant.

 

17