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 MarchDecember 31, 2018

 

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:001-37996

 

 

WORLD GOLD TRUST

f/k/a World Currency Gold Trust

(SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC)

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware 36-7650517

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

c/o WGC USA Asset Management Company, LLC

685 Third Avenue 27th Floor

New York, New York 10017

(Address of Principal Executive Offices)

(212)317-3800

(Registrant’s Telephone Number, Including Area Code)

 

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

  (Do not check if a smaller reporting company)

  

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 inRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of May 2, 2018, the RegistrantFebruary 7, 2019, SPDR® Long Dollar Gold Trust had 140,000 Shares230,000 shares outstanding, and SPDR® Gold MiniSharesSMTrust had 45,900,000 shares outstanding.

 

 

 


WORLD GOLD TRUST

INDEX

 

   Page 

PART I - FINANCIAL INFORMATION

   1 

Item 1.

  

Unaudited Financial Statements (Unaudited)

   1 

Item 2.

  

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

   2140 

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

   2546 

Item 4.

  

Controls and Procedures

   2546 

PART II - OTHER INFORMATION

   2546 

Item 1.

  

Legal Proceedings

   2546 

Item 1A.

  

Risk Factors

   2546 

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds

   2647 

Item 3.

  

Defaults Upon Senior Securities

   2647 

Item 4.

  

Mine Safety Disclosures

   2647 

Item 5.

  

Other Information

   2647 

Item 6.

  

Exhibits

   2647 

SIGNATURES

   2849 


WORLD GOLD TRUST

Table of Contents

 

Part 1.

FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

Index

 

Documents

  Page 

Unaudited World Gold Trust Combined Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Cash Flows, and Statements of Changes in Net Assets and Combined Notes to Financial Statements

   2 

World Gold Trust andUnaudited SPDR® Long Dollar Gold Trust (combined)

2

SPDR® Long Dollar Gold Trust

7

Statements of Financial Condition, Schedules of Investments, Statements of Operations, Statements of Cash Flows, Statements of Changes in Net Assets and Notes to Unaudited Financial Statements

   1215

Unaudited SPDR® Gold MiniSharesSM Trust Statements of Financial Condition, Schedules of Investment, Statement of Operations, Statement of Cash Flows and Statement of Changes in Net Assets and Notes to Financial Statements

29 

World Gold Trust

Combined Statements of Financial Condition

at MarchDecember 31, 2018 (unaudited) and September 30, 20172018

 

(Amounts in 000’s of US$ except for share and per share data)  Mar-31, 2018   Sep-30, 2017 
   (unaudited)     

ASSETS

    

Investment in Gold, at fair value (cost $15,617 and $13,592 at March 31, 2018 and September 30, 2017, respectively)

  $16,666   $14,406 

Gold Delivery Agreement receivable

   170    21 
  

 

 

   

 

 

 

Total Assets

  $16,836   $14,427 
  

 

 

   

 

 

 

LIABILITIES

    

Accounts payable to Sponsor

  $5   $4 

Gold Delivery Agreement payable

   —      50 
  

 

 

   

 

 

 

Total Liabilities

  $5   $54 
  

 

 

   

 

 

 

Net Assets

  $16,831   $14,373 
  

 

 

   

 

 

 

Shares issued and outstanding(1)

   140,000    120,000 

Net asset value per Share

  $120.22   $119.77 

(1)Authorized share capital is unlimited and the par value of the Shares is $0.00.
(Amounts in 000’s of US$)  Dec-31, 2018   Sep-30, 2018 
   (unaudited)     

ASSETS

    

Investment in Gold, at fair value (cost $384,608 and $254,337 at December 31, 2018 and September 30, 2018, respectively)

  $401,795   $246,784 

Gold Delivery Agreement receivable

   3    276 

Gold receivable

   24,329    8,307 
  

 

 

   

 

 

 

Total Assets

  $426,127   $255,367 
  

 

 

   

 

 

 

LIABILITIES

 

Accounts payable to Sponsor

  $59   $29 

Gold Delivery Agreement payable

   115    1 
  

 

 

   

 

 

 

Total Liabilities

  $174   $30 
  

 

 

   

 

 

 

Net Assets

  $425,953   $255,337 
  

 

 

   

 

 

 

See notes to the unaudited combined financial statements.

World Gold Trust

Combined Schedules of Investments

(All balances in 000’s except percentages)

 

March 31, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 

December 31, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 
(unaudited)                                

Investment in Gold

   12.6   $15,617   $16,666    99.02   313.5   $384,608   $401,795    94.33

Gold Delivery Agreement

   —      —      —      0.00   —      —      —      0.00
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total Investments

   12.6   $15,617   $16,666    99.02   313.5   $384,608   $401,795    94.33

Assets in excess of liabilities

       165    0.98       24,158    5.67
      

 

   

 

       

 

   

 

 

Net Assets

      $16,831    100.00      $425,953    100.00
      

 

   

 

       

 

   

 

 

Derivatives Contract

at MarchDecember 31, 2018 (unaudited)

 

Underlying Instrument

  Counter-Party   Notional
Value
   Expiration
Date
   Unrealized
Appreciation/(Depreciation)
   Counter-Party   Notional
Value
   Expiration
Date
   Unrealized
Appreciation/(Depreciation)

Gold Delivery Agreement

   Merrill Lynch International   $16,666    6/28/19   $—      Merrill Lynch International   $29,131    6/30/22   $—  

(All balances in 000’s except percentages)

 

September 30, 2017

  Ounces of
gold
   Cost   Fair
Value
 % of
Net Assets
 

September 30, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 

Investment in Gold

   11.2   $13,592   $14,406  100.23   207.9   $254,337   $246,784    96.65

Gold Delivery Agreement

   —      —      —    0.00   —      —      —      0.00
  

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

 

Total Investments

   11.2   $13,592   $14,406  100.23   207.9   $254,337   $246,784    96.65

Liabilities in excess of other assets

       (33 (0.23)% 

Assets in excess of liabilities

       8,553    3.35
      

 

  

 

       

 

   

 

 

Net Assets

      $14,373  100.00      $255,337    100.00
      

 

  

 

       

 

   

 

 

Derivatives Contract

at September 30, 20172018

 

Underlying Instrument

  Counter-Party   Notional
Value
   Expiration
Date
   Unrealized
Appreciation/(Depreciation)
   Counter-Party   Notional
Value
   Expiration
Date
   Unrealized
Appreciation/(Depreciation)

Gold Delivery Agreement

   Merrill Lynch International   $14,406    6/28/19   $—      Merrill Lynch International   $26,042    6/30/22   $—  

See notes to the unaudited combined financial statements.

World Gold Trust

Unaudited Combined Statements of Operations

For the three and six months ended MarchDecember 31, 2018 and 2017

 

(Amounts in 000’s of US$, except per share data) Three Months
Ended
Mar-31, 2018
  Three Months
Ended
Mar-31, 2017(1)
  Six Months
Ended
Mar-31, 2018
  Six Months
Ended
Mar-31, 2017(1)
 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 

EXPENSES

    

Sponsor fees

 $15  $13  $30  $13 

Gold Delivery Provider fees

  8   7   15   7 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total expenses

  23   20   45   20 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net investment loss

  (23  (20  (45  (20
 

 

 

  

 

 

  

 

 

  

 

 

 

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

  1   1   2   1 

Net realized gain/(loss) on Gold Delivery Agreement

  (415  (86  (533  (86

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery

    

Provider fees

  168   39   229   39 

Net realized gain/(loss) from gold distributed for the redemption of shares

  149   —     149   —   

Net change in unrealized appreciation/(depreciation) on investment in gold

  98   812   235   812 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement

  1   766   82   766 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Income/(Loss)

 $(22 $746  $37  $746 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net income/(loss) per share

 $(0.15 $3.85  $0.25  $3.85 
 

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average number of shares (in 000’s)

  150   194   149   194 
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)Fund commenced operations on January 27, 2017. See Note 1.
(Amounts in 000’s of US$)  Three
Months
Ended
Dec-31,

2018
  Three
Months
Ended

Dec-31,
2017
 
   (unaudited)  (unaudited) 

EXPENSES

   

Sponsor fees

  $157  $15 

Gold Delivery Provider fees

   12   7 
  

 

 

  

 

 

 

Total expenses

   169   22 
  

 

 

  

 

 

 

Net investment loss

   (169  (22
  

 

 

  

 

 

 

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

   (1  1 

Net realized gain/(loss) on Gold Delivery Agreement

   523   (118

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   (21  61 

Net realized gain/(loss) from gold distributed for the redemption of shares

   —     —   

Net change in unrealized appreciation/(depreciation) on investment in gold

   24,740   137 
  

 

 

  

 

 

 

Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement

   25,241   81 
  

 

 

  

 

 

 

Net Income/(Loss)

  $25,072  $59 
  

 

 

  

 

 

 

See notes to the unaudited combined financial statements.

World Gold Trust

Unaudited Combined Statements of Cash Flows

For the three and six months ended MarchDecember 31, 2018 and 2017

 

(Amounts in 000’s of US$) Three Months
Ended
Mar-31, 2018
 Three Months
Ended
Mar-31,  2017(1)
 Six Months
Ended
Mar-31, 2018
 Six Months
Ended
Mar-31,  2017(1)
   Three Months
Ended
Dec-31, 2018
 Three Months
Ended
Dec-31, 2017
 
 (unaudited) (unaudited) (unaudited) (unaudited)   (unaudited) (unaudited) 

INCREASE/DECREASE IN CASH FROM OPERATIONS:

       

Cash proceeds received from sales of gold

 $15  $12  $29  $12   $127  $14 

Cash expenses paid

 (15 (12 (29 (12   (127 (14
 

 

  

 

  

 

  

 

   

 

  

 

 

Increase/(Decrease) in cash resulting from operations

  —     —     —     —      —     —   

INCREASE/DECREASE IN CASH FLOWS FROM FINANCING ACTIVITIES:

       

Cash proceeds from issuance of stock

  —     —     —    1 

Cash paid for repurchase of stock

  —    (1  —    (1

Cash proceeds from issuance of shares

   —     —   

Cash paid for repurchase of shares

   —     —   
 

 

  

 

  

 

  

 

   

 

  

 

 

Increase/(Decrease) in cash resulting from financing activities

  —    (1  —     —      —     —   

Cash and cash equivalents at beginning of period

  —    1   —     —      —     —   
 

 

  

 

  

 

  

 

   

 

  

 

 

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 gold receivable

 $—    $26,550  $4,814  $26,550   $121,215  $4,814 
 

 

  

 

  

 

  

 

   

 

  

 

 

Value of gold distributed for redemption of shares - net of gold payable

 $(2,393 $—    $(2,393 $—     $—    $—   
 

 

  

 

  

 

  

 

   

 

  

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING ACTIVITIES:

       

Value of Gold Delivery Agreement inflows - net of Gold Delivery Agreement receivable

 $1,645  $1,440  $3,005  $1,440   $2,631  $1,360 
 

 

  

 

  

 

  

 

   

 

  

 

 

Value of Gold Delivery Agreement outflows - net of Gold Delivery Agreement payable

 $(2,365 $(1,686 $(3,710 $(1,686  $(1,997 $(1,345
 

 

  

 

  

 

  

 

   

 

  

 

 

 

(Amounts in 000’s of US$) Three Months
Ended
Mar-31, 2018
  Three Months
Ended
Mar-31,  2017(1)
  Six Months
Ended
Mar-31, 2018
  Six Months
Ended
Mar-31,  2017(1)
 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 

RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES

    

Net Income/(Loss)

 $(22 $746  $37  $746 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

    

Proceeds from sales of gold to pay expenses

  23   12   44   12 

Net realized (gain)/loss from investment in gold sold to pay Sponsor fees

  (1  (1  (2  (1

Net realized (gain)/loss from Gold Delivery Agreement

  415   86   533   86 

Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery

Provider fees

  (168  (39  (229  (39

Net realized gain/(loss) from gold distributed for the redemption of shares

  (149  —     (149  —   

Net change in unrealized (appreciation)/depreciation on investment in gold

  (98  (812  (235  (812

Increase/(Decrease) in accounts payable to Sponsor

  —     8   1   8 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

 $—    $—    $—    $—   
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)Fund commenced operations on January 27, 2017. See Note 1.
(Amounts in 000’s of US$)  Three Months
Ended
Dec-31, 2018
  Three Months
Ended
Dec-31, 2017
 
   (unaudited)  (unaudited) 

RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES

   

Net Income/(Loss)

  $25,072  $59 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

   

Gold paid for Gold Delivery Provider fees

   12   7 

Proceeds from sales of gold to pay expenses

   127   14 

Net realized (gain)/loss from investment in gold sold to pay Sponsor fees

   1   (1

Net realized (gain)/loss from Gold Delivery Agreement

   (523  118 

Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   21   (61

Net realized gain/(loss) from gold distributed for the redemption of shares

   —     —   

Net change in unrealized (appreciation)/depreciation on investment in gold

   (24,740  (137

Increase/(Decrease) in accounts payable to Sponsor

   30   1 
  

 

 

  

 

 

 

Net cash provided by operating activities

  $—    $—   
  

 

 

  

 

 

 

See notes to the unaudited combined financial statements.

World Gold Trust

Combined Statements of Changes in Net Assets

For the sixthree months ended MarchDecember 31, 2018 (unaudited) and Fiscal Period ended September 30, 2017 (unaudited)

 

(Amounts in 000’s of US$)  Six Months
Ended
Mar-31, 2018
 Fiscal Period
Ended
Sep-30, 2017
   Three Months
Ended
Dec-31, 2018
 Three Months
Ended
Dec-31, 2017
 
  (unaudited)     (unaudited) (unaudited) 

Net Assets - Opening Balance

  $14,373  $—     $255,337  $14,373 

Creations

   4,814  26,550    145,544  4,814 

Redemptions

   (2,393 (11,840   —     —   

Repurchase of stock

   —    (1

Issuance of stock

   —    1 

Net investment loss

   (45 (77   (169 (22

Net realized gain/(loss) from investment in gold sold to pay Sponsor fees

   2  3    (1 1 

Net realized gain/(loss) from Gold Delivery Agreement

   (533 (1,833   523  (118

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   229  270    (21 61 

Net realized gain/(loss) from gold distributed for the redemption of shares

   149  486    —     —   

Net change in unrealized appreciation/(depreciation) on investment in gold

   235  814    24,740  137 
  

 

  

 

   

 

  

 

 

Net Assets - Closing Balance

  $16,831  $14,373   $425,953  $19,246 
  

 

  

 

   

 

  

 

 

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Statements of Financial Condition

at March 31, 2018 (unaudited) and September 30, 2017

(Amounts in 000’s of US$ except for share and per share data)  Mar-31, 2018   Sep-30, 2017 
   (unaudited)     

ASSETS

    

Investment in Gold, at fair value (cost $15,617 and $13,592 at March 31, 2018 and September 30, 2017, respectively)

  $16,666   $14,406 

Gold Delivery Agreement receivable

   170    21 
  

 

 

   

 

 

 

Total Assets

  $16,836   $14,427 
  

 

 

   

 

 

 

LIABILITIES

    

Accounts payable to Sponsor

  $5   $4 

Gold Delivery Agreement payable

   —      50 
  

 

 

   

 

 

 

Total Liabilities

  $5   $54 
  

 

 

   

 

 

 

Net Assets

  $16,831   $14,373 
  

 

 

   

 

 

 

Shares issued and outstanding(1)

   140,000    120,000 

Net asset value per Share

  $120.22   $119.77 

(1)Authorized share capital is unlimited and the par value of the Shares is $0.00.

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Schedules of Investments

(All balances in 000’s except percentages)

March 31, 2018

  Ounces of
gold
   Cost   Fair Value   % of
Net Assets
 
(unaudited)                

Investment in Gold

   12.6   $15,617   $16,666    99.02

Gold Delivery Agreement

   —      —      —      0.00
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

   12.6   $15,617   $16,666    99.02

Assets in excess of liabilities

       165    0.98
      

 

 

   

 

 

 

Net Assets

      $16,831    100.00
      

 

 

   

 

 

 

Derivatives Contract

at March 31, 2018 (unaudited)

Underlying Instrument

  Counter-Party   Notional
Value
   Expiration Date   Unrealized
Appreciation/(Depreciation)
 

Gold Delivery Agreement

   Merrill Lynch International   $16,666    6/28/19   $—   

(All balances in 000’s except percentages)

September 30, 2017

  Ounces of
gold
   Cost   Fair Value  % of
Net Assets
 

Investment in Gold

   11.2   $13,592   $14,406   100.23

Gold Delivery Agreement

   —      —      —     0.00
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Investments

   11.2   $13,592   $14,406   100.23

Liabilities in excess of other assets

       (33  (0.23)% 
      

 

 

  

 

 

 

Net Assets

      $14,373   100.00
      

 

 

  

 

 

 

Derivatives Contract

at September 30, 2017

Underlying Instrument

  Counter-Party   Notional
Value
   Expiration Date   Unrealized
Appreciation/(Depreciation)
 

Gold Delivery Agreement

   Merrill Lynch International   $14,406    6/28/19   $—   

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Unaudited Statements of Operations

For the three and six months ended March 31, 2018 and 2017

(Amounts in 000’s of US$, except per share data) Three Months
Ended
Mar-31, 2018
  Three Months
Ended
Mar-31, 2017(1)
  Six Months
Ended
Mar-31, 2018
  Six Months
Ended
Mar-31, 2017(1)
 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 

EXPENSES

    

Sponsor fees

 $15  $13  $30  $13 

Gold Delivery Provider fees

  8   7   15   7 
 

 

 

  

 

 

  

 

 

  

 

 

 

Total expenses

  23   20   45   20 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net investment loss

  (23  (20  (45  (20
 

 

 

  

 

 

  

 

 

  

 

 

 

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

  1   1   2   1 

Net realized gain/(loss) on Gold Delivery Agreement

  (415  (86  (533  (86

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

  168   39   229   39 

Net realized gain/(loss) from gold distributed for the redemption of shares

  149   —     149   —   

Net change in unrealized appreciation/(depreciation) on investment in gold

  98   812   235   812 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement

  1   766   82   766 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net Income/(Loss)

 $(22 $746  $37  $746 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net income/(loss) per share

 $(0.15 $3.85  $0.25  $3.85 
 

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average number of shares (in 000’s)

  150   194   149   194 
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)Fund commenced operations on January 27, 2017. See Note 1.

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Unaudited Statements of Cash Flows

For the three and six months ended March 31, 2018 and 2017

(Amounts in 000’s of US$) Three Months
Ended
Mar-31, 2018
  Three Months
Ended
Mar-31, 2017(1)
  Six Months
Ended
Mar-31, 2018
  Six Months
Ended
Mar-31, 2017(1)
 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 

INCREASE/DECREASE IN CASH FROM OPERATIONS:

    

Cash proceeds received from sales of gold

 $15  $12  $29  $12 

Cash expenses paid

  (15  (12  (29  (12
 

 

 

  

 

 

  

 

 

  

 

 

 

Increase/(Decrease) in cash resulting from operations

  —     —     —     —   

INCREASE/DECREASE IN CASH FLOWS FROM FINANCING ACTIVITIES:

    

Cash proceeds from issuance of stock

  —     —     —     1 

Cash paid for repurchase of stock

  —     (1  —     (1
 

 

 

  

 

 

  

 

 

  

 

 

 

Increase/(Decrease) in cash resulting from financing activities

  —     (1  —     —   

Cash and cash equivalents at beginning of period

  —     1   —     —   
 

 

 

  

 

 

  

 

 

  

 

 

 

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 gold receivable

 $—    $26,550  $4,814  $26,550 
 

 

 

  

 

 

  

 

 

  

 

 

 

Value of gold distributed for redemption of shares - net of gold payable

 $(2,393 $—    $(2,393 $—   
 

 

 

  

 

 

  

 

 

  

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING ACTIVITIES:

    

Value of Gold Delivery Agreement inflows - net of Gold Delivery Agreement receivable

 $1,645  $1,440  $3,005  $1,440 
 

 

 

  

 

 

  

 

 

  

 

 

 

Value of Gold Delivery Agreement outflows - net of Gold Delivery Agreement payable

 $(2,365 $(1,686 $(3,710 $(1,686
 

 

 

  

 

 

  

 

 

  

 

 

 
(Amounts in 000’s of US$) Three Months
Ended
Mar-31, 2018
  Three Months
Ended
Mar-31,2017(1)
  Six Months
Ended
Mar-31, 2018
  Six Months
Ended
Mar-31, 2017(1)
 
  (unaudited)  (unaudited)  (unaudited)  (unaudited) 

RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES

    

Net Income/(Loss)

 $(22 $746  $37  $746 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

    

Proceeds from sales of gold to pay expenses

  23   12   44   12 

Net realized (gain)/loss from investment in gold sold to pay Sponsor fees

  (1  (1  (2  (1

Net realized (gain)/loss from Gold Delivery Agreement

  415   86   533   86 

Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

  (168  (39  (229  (39

Net realized gain/(loss) from gold distributed for the redemption of shares

  (149  —     (149  —   

Net change in unrealized (appreciation)/depreciation on investment in gold

  (98  (812  (235  (812

Increase/(Decrease) in accounts payable to Sponsor

  —     8   1   8 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

 $—    $—    $—    $—   
 

 

 

  

 

 

  

 

 

  

 

 

 

(1)Fund commenced operations on January 27, 2017. See Note 1.

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Statements of Changes in Net Assets

For the six months ended March 31, 2018 (unaudited) and Fiscal Period ended September 30, 2017

(Amounts in 000’s of US$)  Six Months
Ended
Mar-31, 2018
  Fiscal Period
Ended
Sep-30, 2017
 
   (unaudited)    

Net Assets - Opening Balance

  $14,373  $—   

Creations

   4,814   26,550 

Redemptions

   (2,393  (11,840

Repurchase of stock

   —     (1

Issuance of stock

   —     1 

Net investment loss

   (45  (77

Net realized gain/(loss) from investment in gold sold to pay Sponsor fees

   2   3 

Net realized gain/(loss) from Gold Delivery Agreement

   (533  (1,833

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   229   270 

Net realized gain/(loss) from gold distributed for the redemption of shares

   149   486 

Net change in unrealized appreciation/(depreciation) on investment in gold

   235   814 
  

 

 

  

 

 

 

Net Assets - Closing Balance

  $16,831  $14,373 
  

 

 

  

 

 

 

See notes to the unauditedcombined financial statements.

WORLD GOLD TRUST

Notes to the Unaudited 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.series of which two are operational at December 31, 2018. All of the series of the Trust are collectively referred to as the “Funds” and each individually a “Series.” The accompanying financial statements relate to the Trust, and SPDR® Long Dollar Gold Trust (the “Fund”(“GLDW”), currently the only operational series of the and SPDR® Gold MiniSharesSM Trust which(“GLDM”). GLDW commenced operations on January 27, 2017.2017, and GLDM commenced operations on June 26, 2018. The fiscalyear-end of both the Trust and the FundFunds is September 30.

On November 30, 2017, the Sponsor filed a Form S-1 with the Securities and Exchange Commission for The Gold Trust, a series of the Trust (the “New Fund”), which included an independent registered public accounting firm’s audit report on the statement of financial condition as of September 30, 2017 of the New Fund. As of and for the six months ended March 31, 2018, the New Fund has not commenced operations and as a result, the New Fund continues to not have any Shares outstanding, assets or liabilities, revenue or expenses. Accordingly, no statements have been provided for the New Fund within this quarterly report as there are no balances or relevant footnotes to present.

The investment objective of the Fund is to track the performance of the Solactive GLD® Long USD Gold Index (the “Index”), less Fund expenses. The Index seeks to track the daily performance of a long position in physical gold, as represented by the London Bullion Market Association (“LBMA”) Gold Price AM, and a short position in a basket of specific non-U.S. currencies (i.e., a long U.S. dollar (“USD”) exposure versus the basket). Those non-U.S. currencies, which are weighted according to the Index, consist of the Euro, Japanese Yen, British Pound Sterling, Canadian Dollar, Swedish Krona, and Swiss Franc (each, a “Reference Currency” and together, the “Reference Currencies”).

BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNYM”), is the Administrator and Transfer Agent of the Fund.Funds. BNYM also serves as the custodian of the Fund’sFunds’ cash, if any. HSBC Bank plc (the “Custodian”) is responsible for custody of the Fund’s gold bullion. Merrill Lynch International is the Gold Delivery Provider to the Fund. State Street Global Advisors Funds Distributors, LLC is the marketing agentMarketing Agent of the Fund. Solactive AG (the “Index Provider”) has licensed the Index to the Sponsor for use with the Fund.Funds.

The statementCombined Statement of financial conditionFinancial Condition and scheduleSchedule of investmentsInvestments at MarchDecember 31, 2018, the statementsCombined Statements of operationsOperations and of cash flowsCash Flows for the three and six months ended MarchDecember 31, 2018 and 2017, and the statementCombined Statements of changesChanges in net assetsNet Assets for the sixthree months ended MarchDecember 31, 2018 and 2017 have been prepared on behalf of the Trust and the FundFunds without audit. In the opinion of management of the Sponsor, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three and six months ended MarchDecember 31, 2018 and for all periods presented have been made. These combined financial statements should be read in conjunction with the financial statements and notes thereto included in the Trust’s Annual Report on Form10-K for the fiscal year ended September 30, 2017.2018. The results of operations for the three and six months ended MarchDecember 31, 2018 are not necessarily indicative of the operating results for the full fiscal year.

Capitalized terms used but not defined herein have the meaning as set forth in the Declaration of Trust.

The Trust had no operations with respect to the Fund’sFunds’ Shares prior to January 27, 2017 other than matters relating to its organization and the registration of the Fund’soffer and sale of the Funds’ Shares under the Securities Act of 1933, as amended, and the sale and issuance by the Fund to WGC (US) Holdings, Inc. of 10 Shares of the Fund for an aggregate purchase price of $1,000.

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 the FundFunds and the Trust.

 

2.1.2.1

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 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 FundFunds and the Fund and Trust combined. For the periods presented, there were no balances or activity for the Trust apart from those fromand all balances and activity related to the Fund when combined,Funds, and the footnotes accordingly relate to the Fund,Funds, unless stated otherwise.

The Fund is an investment company within the scope of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 946,Financial Services—Investment Companies, and therefore applies the specialized accounting and reporting guidance therein. The Fund is not registered as an investment company under the Investment Company Act of 1940, as amended.

 

2.2.2.2

Basis of Presentation

The financial statements are presented for the Trust, as the SEC registrant, combined with the FundFunds and for the Fundeach of GLDW and GLDM individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Fundeach Series shall be enforceable only against the assets of the Fundthat Series and not against the assets of the Trust generally or any other fundSeries that the Trust may establish in the future.

 

2.3.2.3

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments of sufficient credit quality with original maturity of three months or less.

 

2.4.2.4

Solactive GLD®Long USD Gold Index—Gold Delivery Agreement

Pursuant to the terms of the Gold Delivery Agreement, the FundGLDW has 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 will be equivalent to the Fund’sGLDW’s profit or loss as if the Fundit had exchanged the Reference Currencies comprising the Index (“FX Basket”), in the proportion in which they are reflected in the Index, for USDs in an amount equal to the Fund’sits holdings of gold bullion on such day. In general, if there is a currency gain (i.e., the value of the USD against the Reference Currencies comprising the FX Basket increases), the FundGLDW will receive gold bullion. In general, if there is a currency loss (i.e., the value of the USD against the Reference Currencies comprising the FX Basket decreases), the Fundit will deliver gold bullion. In this manner, the amount of gold bullion held by the Fund will 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 requires gold bullion ounces, calculated pursuant to formulas contained in the Gold Delivery Agreement, to be delivered to the custody account of GLDW or the Fund or Gold Delivery Provider, as applicable. The fee that the FundGLDW pays the Gold Delivery Provider for its services under the Gold Delivery Agreement is accrued daily and reflected in the calculation of the amount of gold bullion to be delivered pursuant to the Gold Delivery Agreement. The realized gain/loss from the Gold Delivery Agreement is disclosed on the StatementCombined Statements of Operations and the StatementCombined Statements of Changes in Net Assets. The realized gain/loss is only shown on the Statement of Financial Condition to the extent not received/paid.

The Index is 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 are 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%).

 

2.5.2.5

Fair Value Measurement

U.S. GAAP defines fair value as the price the FundFunds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Fund’sFunds’ policy is to value itstheir investments at fair value.

Various inputs are used in determining the fair value of the Fund’sFunds’ 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$)

December 31, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $401,795   $—     $—   

Gold Delivery Agreement

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

  $401,795   $—     $—   
  

 

 

   

 

 

   

 

 

 

(Amounts in 000’s of US$)

September 30, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $246,784   $—     $—   

Gold Delivery Agreement

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Total

  $246,784   $—     $—   
  

 

 

   

 

 

   

 

 

 

There were no transfers between Level 1 and other Levels for the period ended December 31, 2018 and fiscal year ended September 30, 2018.

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 the LBMA Gold Price. In determining the net asset value (“NAV”) of the Funds, the Administrator values the gold held by the Funds on the basis of the price of an ounce of gold determined by the IBA auction process, which is an electronic auction, with the imbalance calculated and the price adjusted in rounds (30 seconds in duration). The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Administrator calculates the 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.

2.6

Custody of Gold

Gold bullion is held by HSBC Bank plc on behalf of GLDW, and 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.

   Dec-31,
2018
   Sep-30,
2018
 
(Amounts in 000’s of US$)        

Gold receivable

  $24,329   $8,307 

Dec-31,
2018
Sep-30,
2018
(Amounts in 000’s of US$)

Gold payable

$—  $—  

2.8

Gold Delivery Agreement Receivable

Gold Delivery Agreement receivable represents the quantity of gold due to be received under the Gold Delivery Agreement. The gold is transferred to GLDW’s allocated gold bullion account at the Custodian two business days after the valuation date.

   Dec-31,
2018
   Sep-30,
2018
 
(Amounts in 000’s of US$)        

Gold Delivery Agreement receivable

  $3   $276 

2.9

Gold Delivery Agreement Payable

Gold Delivery Agreement payable represents the quantity of gold due to be delivered under the Gold Delivery Agreement. The gold is transferred from GLDW’s allocated gold bullion account at the Custodian two business days after the valuation date.

   Dec-31,
2018
   Sep-30,
2018
 
(Amounts in 000’s of US$)        

Gold Delivery Agreement payable

  $115   $1 

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 equals a block of 10,000 GLDW Shares or 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.

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 three months ended December 31, 2018 and December 31, 2017 are as follows:

   Three Months Ended
Dec-31, 2018
   Three Months Ended
Dec-31, 2017
 
(Amounts in 000’s)        

Activity in Number of Shares Created and Redeemed:

    

Creations

   11,700    40 

Redemptions

   (—     (—  
  

 

 

   

 

 

 

Net change in Number of Shares Created and Redeemed

   11,700    40 
  

 

 

   

 

 

 

   Three Months Ended
Dec-31, 2018
   Three Months Ended
Dec-31, 2017
 
(Amounts in 000’s of US$)        

Activity in Value of Shares Created and Redeemed:

    

Creations

  $145,544   $4,814 

Redemptions

   (—     (—  
  

 

 

   

 

 

 

Net change in Value of Shares Created and Redeemed

  $145,544   $4,814 
  

 

 

   

 

 

 

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 sale 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 gain on investment in gold and Gold Delivery Agreement for the three-month period ended December 31, 2018 of $25,241 is made up of a realized loss of $1 from the sale of gold to pay Sponsor fees, a realized gain of $523 from the Gold Delivery Agreement, a realized loss of $21 from gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees, and a change in unrealized appreciation of $24,740 on investment in gold.

The Funds’ net realized and change in unrealized gain on investment in gold and Gold Delivery Agreement for the three-month period ended December 31, 2017 which related entirely to GLDW of $81 is made up of a realized gain of $1 from the sale of gold to pay Sponsor fees, a realized loss of $118 from the Gold Delivery Agreement, a realized gain of $61 from gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees, and a change in unrealized appreciation of $137 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.

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 December 31, 2018 or September 30, 2018. There are no open tax years or examinations in progress at period end.

2.13

New Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (��ASU2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU2018-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management does not currently expect these changes to have a material impact to future financial statements.

3.

Fund Expenses

For GLDW, the only ordinary recurring operating expenses are expected to be the Gold Delivery Provider’s annual fee as well as the Sponsor’s annual fee. For GLDM, the only ordinary recurring operating expense is expected to be the Sponsor’s annual fee. Further detail can be found in the respective Series’ Financial Statements.

Expenses, which accrue daily, and are payable by the Funds, will reduce the NAV of the Funds.

4.

Foreign Currency Risk

GLDW does not hold foreign currency, but it is exposed to foreign currency risk as a result of its transactions under the Gold Delivery Agreement. Foreign currency exchange rates may fluctuate significantly over short periods of time and can be unpredictably affected by political developments or government intervention. The value of the Reference Currencies included in the FX Basket may be 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 are influenced by the factors identified above and may 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 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 materially and adversely affect the value of the Shares.

5.

Counterparty Risk

If the Gold Delivery Provider fails to deliver gold pursuant to its obligations under the Gold Delivery Agreement, such failure would have an adverse effect on GLDW in meeting its investment objective. Moreover, to the extent that the Gold Delivery Provider is unable to honor its obligations under the Gold Delivery Agreement, such as due to bankruptcy or default under the Gold Delivery Agreement or for any other reason, GLDW would need to find a new entity to act in the same capacity as the Gold Delivery Provider. If it could not quickly find a new entity to act in that capacity, it may not be able to meet its investment objective. The transactions under the Gold Delivery Agreement will terminate on June 30, 2022, unless the parties can agree on extension terms. If the parties cannot agree on extension terms and GLDW is unable to find a new entity to act as Gold Delivery Provider, GLDW may not be able to meet its investment objective.

6.

Concentration of Risk

The primary business activities for GLDW are the investment in gold bullion, the transactions under the Gold Delivery Agreement, and the issuance and sale of GLDW Shares.

For GLDM, the primary business activities are the investment in gold bullion and the issuance and sale of GLDW 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) 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 of a Series 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 three months ended December 31, 2018 and 2017, 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

  Three
Months
Ended
Dec-31,

2018
   Three
Months
Ended
Dec-31,

2017
 
(Amounts in 000’s of US$)           

Currency Risk

  Net Realized gain/(loss) on Gold Delivery Agreement  $523   $(118

The table below summarizes the average daily notional value of derivative contracts outstanding during the periods:

   Three Months Ended
Dec-31, 2018
   Three Months Ended
Dec-31, 2017
 
(Amounts in 000’s of US$)        

Average notional

  $27,789   $17,674 

The notional of the contract varies daily based on the amount of gold held at the Custodian.

At December 31, 2018 and September 30, 2018, GLDW’sover-the-counter (“OTC”) derivative assets and liabilities were as follows:

Gross Amounts of Assets and Liabilities
Presented in the Combined
Statements of Financial Condition
AssetsaLiabilitiesa

Derivatives

Gold Delivery Agreement

$—  $—  

a

Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset on the Combined Statements of Financial Condition.

At December 31, 2018 and September 30, 2018, GLDW’s OTC derivative assets, which may offset against its OTC derivative liabilities and collateral received from the counterparty, were:

Amounts Not Offset in the Combined Statements
of Financial Condition
Gross Amounts of
Assets Presented in the
Combined Statements
of Financial Condition
Financial Instruments
Available for Offset
Financial
Instruments
Collateral
Received
Cash
Collateral
Received
Net
Amount

Counterparty

Merrill Lynch International

$—  $—  $—  $—  $—  

At December 31, 2018 and September 30, 2018, GLDW’s OTC derivative liabilities, which may offset against its OTC derivative assets and collateral pledged from the counterparty, were as follows:

Amounts Not Offset in the Combined Statements
of Financial Condition
Gross Amounts of
Liabilities Presented in the
Combined Statements
of Financial Condition
Financial Instruments
Available for Offset
Financial
Instruments
Collateral
Pledged
Cash
Collateral
Pledged
Net
Amount

Counterparty

Merrill Lynch International

$—  $—  $—  $—  $—  

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 does not believe including Financial Highlights in a combined evaluation is meaningful. Refer to GLDW’s and GLDM’s Notes to the Financial Statements for respective Financial Highlight calculations.

SPDR® Long Dollar Gold Trust

Statements of Financial Condition

at December 31, 2018 (unaudited) and September 30, 2018

(Amounts in 000’s of US$ except for share and per share data)  Dec-31, 2018   Sep-30, 2018 
   (unaudited)     

ASSETS

 

Investment in Gold, at fair value (cost $28,233 and $27,380 at December 31, 2018 and September 30, 2018, respectively)

  $29,131   $26,042 

Gold Delivery Agreement receivable

   3    276 
  

 

 

   

 

 

 

Total Assets

  $29,134   $26,318 
  

 

 

   

 

 

 

LIABILITIES

 

Accounts payable to Sponsor

  $8   $8 

Gold Delivery Agreement payable

   115    1 
  

 

 

   

 

 

 

Total Liabilities

  $123   $9 
  

 

 

   

 

 

 

Net Assets

  $29,011   $26,309 
  

 

 

   

 

 

 

Shares issued and outstanding(1)

   230,000    230,000 

Net asset value per Share

  $126.14   $114.39 

(1)

Authorized share capital is unlimited and the par value of the Shares is $0.00.

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Schedules of Investments

(All balances in 000’s except percentages)

December 31, 2018

  Ounces of
gold
   Cost   Fair
Value
  % of
Net Assets
 
(unaudited)               

Investment in Gold

   22.7   $28,233   $29,131   100.41

Gold Delivery Agreement

   —      —      —     0.00
  

 

 

   

 

 

   

 

 

  

 

 

 

Total Investments

   22.7   $28,233   $29,131   100.41

Liabilities in excess of other assets

       (120  (0.41)% 
      

 

 

  

 

 

 

Net Assets

      $29,011   100.00
      

 

 

  

 

 

 

Derivatives Contract

at December 31, 2018 (unaudited)

Underlying Instrument

  

Counter-Party

  Notional
Value
   Expiration Date   Unrealized
Appreciation/

(Depreciation)
 

Gold Delivery Agreement

  Merrill Lynch International  $29,131    6/30/22   $—   

(All balances in 000’s except percentages)

September 30, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 

Investment in Gold

   22.0   $27,380   $26,042    98.99

Gold Delivery Agreement

   —      —      —      0.00
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

   22.0   $27,380   $26,042    98.99

Assets in excess of liabilities

       267    1.01
      

 

 

   

 

 

 

Net Assets

      $26,309    100.00
      

 

 

   

 

 

 

Derivatives Contract

at September 30, 2018

Underlying Instrument

  

Counter-Party

  Notional
Value
   Expiration Date   Unrealized
Appreciation/

(Depreciation)
 

Gold Delivery Agreement

  Merrill Lynch International  $26,042    6/30/22   $—   

See notes to theunaudited financial statements.

SPDR® Long Dollar Gold Trust

Unaudited Statements of Operations

For the three months ended December 31, 2018 and 2017

(Amounts in 000’s of US$, except per share data)  Three Months
Ended
Dec-31, 2018
  Three Months
Ended

Dec-31, 2017
 
   (unaudited)  (unaudited) 

EXPENSES

   

Sponsor fees

  $23  $15 

Gold Delivery Provider fees

   12   7 
  

 

 

  

 

 

 

Total expenses

   35   22 
  

 

 

  

 

 

 

Net investment loss

   (35  (22
  

 

 

  

 

 

 

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

   (1  1 

Net realized gain/(loss) on Gold Delivery Agreement

   523   (118

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   (21  61 

Net realized gain/(loss) from gold distributed for the redemption of shares

   —     —   

Net change in unrealized appreciation/(depreciation) on investment in gold

   2,236   137 
  

 

 

  

 

 

 

Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement

   2,737   81 
  

 

 

  

 

 

 

Net Income/(Loss)

  $2,702  $59 
  

 

 

  

 

 

 

Net income/(loss) per share

  $11.75  $0.40 
  

 

 

  

 

 

 

Weighted average number of shares (in 000’s)

   230   148 
  

 

 

  

 

 

 

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Unaudited Statements of Cash Flows

For the three months ended December 31, 2018 and 2017

(Amounts in 000’s of US$)  Three Months
Ended
Dec-31, 2018
  Three Months
Ended

Dec-31, 2017
 
   (unaudited)  (unaudited) 

INCREASE/DECREASE IN CASH FROM OPERATIONS:

   

Cash proceeds received from sales of gold

  $23  $14 

Cash expenses paid

   (23  (14
  

 

 

  

 

 

 

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

   —     —   
  

 

 

  

 

 

 

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 OFNON-CASH FINANCING ACTIVITIES:

   

Value of gold received for creation of shares - net of gold receivable

  $—    $4,814 
  

 

 

  

 

 

 

Value of gold distributed for redemption of shares - net of gold payable

  $—    $—   
  

 

 

  

 

 

 

SUPPLEMENTAL DISCLOSURE OFNON-CASH OPERATING ACTIVITIES:

   

Value of Gold Delivery Agreement inflows - net of Gold Delivery Agreement receivable

  $2,631  $1,360 
  

 

 

  

 

 

 

Value of Gold Delivery Agreement outflows - net of Gold Delivery Agreement payable

  $(1,997 $(1,345
  

 

 

  

 

 

 

(Amounts in 000’s of US$)  Three Months
Ended

Dec-31, 2018
  Three Months
Ended

Dec-31, 2017
 
   (unaudited)  (unaudited) 

RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES

   

Net Income/(Loss)

  $2,702  $59 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities:

   

Gold paid for Gold Delivery Provider fees

   12   7 

Proceeds from sales of gold to pay expenses

   23   14 

Net realized (gain)/loss from investment in gold sold to pay Sponsor fees

   1   (1

Net realized (gain)/loss from Gold Delivery Agreement

   (523  118 

Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   21   (61

Net realized (gain)/loss from gold distributed for the redemption of shares

   —     —   

Net change in unrealized (appreciation)/depreciation on investment in gold

   (2,236  (137

Increase/(Decrease) in accounts payable to Sponsor

   —     1 
  

 

 

  

 

 

 

Net cash provided by operating activities

  $—    $—   
  

 

 

  

 

 

 

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Statements of Changes in Net Assets

For the three months ended December 31, 2018 and 2017 (unaudited)

(Amounts in 000’s of US$)  Three Months
Ended

Dec-31, 2018
  Three Months
Ended

Dec-31, 2017
 
   (unaudited)  (unaudited) 

Net Assets - Opening Balance

  $26,309  $14,373 

Creations

   —     4,814 

Redemptions

   —     —   

Net investment loss

   (35  (22

Net realized gain/(loss) from investment in gold sold to pay Sponsor fees

   (1  1 

Net realized gain/(loss) from Gold Delivery Agreement

   523   (118

Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees

   (21  61 

Net realized gain/(loss) from gold distributed for the redemption of shares

   —     —   

Net change in unrealized appreciation/(depreciation) on investment in gold

   2,236   137 
  

 

 

  

 

 

 

Net Assets - Closing Balance

  $29,011  $19,246 
  

 

 

  

 

 

 

See notes to the unaudited financial statements.

SPDR® Long Dollar Gold Trust

Notes to the Unaudited 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, two of which were operational as of December 31, 2018. The accompanying financial statements relate to the series SPDR® Long Dollar Gold Trust (“GLDW”), which commenced operations on January 27, 2017. The fiscalyear-end of GLDW is September 30.

The investment objective of GLDW is to track the performance of the Solactive GLD® Long USD Gold Index (the “Index”), less GLDW’s expenses. The Index seeks to track the daily performance of a long position in physical gold, as represented by the London Bullion Market Association (“LBMA”) Gold Price AM, and a short position in a basket of specificnon-U.S. currencies (i.e., a long U.S. dollar “USD” exposure versus the basket). Thosenon-U.S. currencies, which are weighted according to the Index, consist of the Euro, Japanese Yen, British Pound Sterling, Canadian Dollar, Swedish Krona, and Swiss Franc (each, a “Reference Currency” and together, the “Reference Currencies”).

BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNYM”), is the Administrator and Transfer Agent. BNYM also serves as the custodian of GLDW’s cash, if any. HSBC Bank plc (the “Custodian”) is responsible for custody of GLDW’s gold bullion. Merrill Lynch International is the Gold Delivery Provider. State Street Global Advisors Funds Distributors, LLC is the Marketing Agent. Solactive AG (the “Index Provider”) has licensed the Index to the Sponsor for use with GLDW.

The Statement of Financial Condition and Schedule of Investments at December 31, 2018, the Statements of Operations and of Cash Flows for the three months ended December 31, 2018 and 2017, and the Statements of Changes in Net Assets for the three months ended December 31, 2018 and 2017 have been prepared on behalf of GLDW without audit. In the opinion of management of the Sponsor, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three months ended December 31, 2018 and for all periods presented have been made. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form10-K for the fiscal year ended September 30, 2018. The results of operations for the three months ended December 31, 2018 are not necessarily indicative of the operating results for the full fiscal year.

Capitalized terms used but not defined herein have the meaning as set forth in the Declaration of Trust.

The Trust had no operations with respect to GLDW’s Shares prior to January 27, 2017 other than matters relating to its organization, the registration of the offer and sale of Shares under the Securities Act of 1933, as amended, and the sale and issuance by GLDW to WGC (US) Holdings, Inc. of 10 Shares for an aggregate purchase price of $1,000.

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 GLDW.

2.1

Basis of Accounting

GLDW is an investment company within the scope of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 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 GLDW individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to GLDW shall be enforceable only against its assets and not against the assets of the Trust generally or any other series that the Trust may establish.

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

Pursuant to the terms of the Gold Delivery Agreement, GLDW has 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 will be 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 are reflected in the Index, for USDs in an amount equal to its holdings of gold bullion on such day. In general, if there is a currency gain (i.e., the value of the USD against the Reference Currencies comprising the FX Basket increases), GLDW will receive gold bullion. In general, if there is a currency loss (i.e., the value of the USD against the Reference Currencies comprising the FX Basket decreases), GLDW will deliver gold bullion. In this manner, the amount of gold bullion held will 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 requires 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 pays the Gold Delivery Provider for its services under the Gold Delivery Agreement is accrued daily and reflected in the calculation of the amount of gold bullion to be delivered pursuant to the Gold Delivery Agreement. The realized gain/loss from the Gold Delivery Agreement is disclosed on the Statements of Operations and the Statements of Changes in Net Assets.

The Index is 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 are 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%).

2.5

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. GLDW’s policy is to value its investments at fair value.

Various inputs are used in determining the fair value of GLDW’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 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 – Inputs that are unobservable for the asset and liability, including the Fund’sa fund’s assumptions (if any) used in determining the fair value of investments.

The following table summarizes the Fund’sGLDW’s investments at fair value:

 

(Amounts in 000’s of US$)

March 31, 2018

  Level 1   Level 2   Level 3 

(Amounts in 000’s of US$)

December 31, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $16,666   $—     $—     $29,131   $—     $—   

Gold Delivery Agreement

   —      —      —      —      —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $16,666   $—     $—     $29,131   $—     $—   
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(Amounts in 000’s of US$)

September 30, 2017

  Level 1   Level 2   Level 3 

(Amounts in 000’s of US$)

September 30, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $14,406   $—     $—     $26,042   $—     $—   

Gold Delivery Agreement

   —      —      —      —      —      —   
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $14,406   $—     $—     $26,042   $—     $—   
  

 

   

 

   

 

   

 

   

 

   

 

 

There were no transfers between Level 1 and other Levels for the six monthsperiod ended MarchDecember 31, 2018 and fiscal periodyear ended September 30, 2017.2018.

The Administrator values the gold held by the FundGLDW 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 the LBMA Gold Price. In determining the net asset value (“NAV”) of the Fund,GLDW, the Administrator values the gold held by the Fund on the basis of the price of an ounce of gold determined by the IBA 10:30 AM auction process (“LBMA Gold Price AM”), which is an electronic auction, with the imbalance calculated and the price adjusted in rounds (45(30 seconds in duration). The auction runs twice daily at 10:30 AM and 3:00 PM London time. The

Administrator calculates the NAV of the TrustGLDW 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 AM 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 is used in the determination of the NAV of the Fund,GLDW, unless the Administrator, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such determination.

 

2.6.2.6

Custody of Gold

Gold bullion is held by HSBC Bank plc (the “Custodian”) on behalf of the Fund.GLDW. During the six-month periodthree months ended MarchDecember 31, 2018 no gold was held by a subcustodian. Duringand the fiscal periodyear ended September 30, 2017,2018, no gold was held by a subcustodian.

 

2.7.2.7

Gold Delivery Agreement Receivable and Gold Receivable

Gold Delivery Agreement receivable represents the quantity of gold due to be received under the Gold Delivery Agreement. The gold is transferred to the Fund’sGLDW’s allocated gold bullion account at the Custodian two business days after the valuation date.

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 GLDW’s account. Generally, ownership of the gold is transferred within two business days of the trade date.

 

  Mar-31,
2018
   Sep-30,
2017
   Dec-31,   Sep-30, 
(Amounts in 000’s of US$)          2018   2018 

Gold Delivery Agreement receivable

  $170   $21   $3   $276 

Gold Receivable

   —      —   

 

2.8.2.8

Gold Delivery Agreement Payable and Gold Payable

Gold Delivery Agreement payable represents the quantity of gold due to be delivered under the Gold Delivery Agreement. The gold is transferred from the Fund’sGLDW’s allocated gold bullion account at the Custodian two business days after the valuation date.

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 GLDW’s account. Generally, ownership of the gold is transferred within two business days of the trade date.

   Mar-31,
2018
   Sep-30,
2017
 
(Amounts in 000’s of US$)        

Gold Delivery Agreement payable

  $—     $50 

   Dec-31,   Sep-30, 
(Amounts in 000’s of US$)  2018   2018 

Gold Delivery Agreement payable

  $115   $1 

Gold Payable

   —      —   

 

2.9.2.9

Creations and Redemptions of Shares

The FundGLDW creates and redeems Shares from time to time, but only in one or more Creation Units (a Creation Unit equals a block of 10,000 Shares). The FundIt 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 delivery to the Fund or by the distribution by the Fund offrom GLDW in the amount of gold and any cash represented by the Creation Units being created or redeemed, theredeemed. This amount of which 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.

The FundGLDW Shares commenced trading shares in January 2017. As the Shares of the Fund are redeemable in Creation Units at the option of the Authorized Participants, the FundGLDW has classified the Shares as Net Assets.Assets for financial reporting purposes. Changes in the Shares for the sixthree months ended MarchDecember 31, 2018 and fiscal period ended September 30,December 31, 2017 are as follows:were:

   Six Months Ended
Mar-31, 2018
   Fiscal Period
Ended

Sep-30,
2017
 
(Amounts in 000’s)        

Activity in Number of Shares Issued and Outstanding:

    

Creations

   40    220 

Redemptions

   (20   (100
  

 

 

   

 

 

 

Net change in number of Shares Issued and Outstanding

   20    120 
  

 

 

   

 

 

 

   Six Months Ended
Mar-31,
2018
   Fiscal Period
Ended
Sep-30,

2017
 
(Amounts in 000’s of US$)        

Activity in Value of Shares Issued and Outstanding:

    

Creations

  $4,814   $26,500 

Redemptions

   (2,393   (11,840
  

 

 

   

 

 

 

Net change in value of Shares Issued and Outstanding

  $2,421   $14,710 
  

 

 

   

 

 

 

 

2.10.Revenue Recognition Policy

(Amounts in 000’s)

Three Months Ended
Dec-31, 2018
Three Months Ended
Dec-31, 2017

Activity in Number of Shares Created and Redeemed:

Creations

—  40

Redemptions

(—  (—  

Net change in Number of Shares Created and Redeemed

—  40

(Amounts in 000’s of US$)  Three Months Ended
Dec-31, 2018
   Three Months Ended
Dec-31, 2017
 

Activity in Value of Shares Created and Redeemed:

    

Creations

  $—     $4,814 

Redemptions

   (—     (—  
  

 

 

   

 

 

 

Net change in Value of Shares Created and Redeemed

  $—     $4,814 
  

 

 

   

 

 

 

2.10

Income and Expense (Amounts in 000’s of US$)

The Administrator will, at the direction of the Sponsor, sell the Fund’sGLDW’s gold as necessary to pay the Fund’sits 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 Fund’sGLDW’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 next LBMA Gold Price AM following the sale 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 expensesSponsor fees on the StatementStatements of Operations.

The Fund’sGLDW’s net realized and change in unrealized gain/(loss)gain on investment in gold and Gold Delivery Agreement for the six-monththree-month period ended MarchDecember 31, 2018 of $82$2,737 is made up of a realized gainloss of $2$1 from the sale of gold to pay Sponsor fees, a realized lossgain of ($533)$523 from the Gold Delivery Agreement, a realized gainloss of $229$21 from gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees, a realized gain of $149 from gold distributed for the redemption of shares, and a change in unrealized appreciation of $235$2,236 on investment in gold.

The Fund’sGLDW’s net realized and change in unrealized gain/(loss)gain on investment in gold and Gold Delivery Agreement for the six-monththree-month period ended MarchDecember 31, 2017 of $766$81 is made up of a realized gain of $1 from the sale of gold to pay Sponsor fees, a realized loss of ($86)$118 from the Gold Delivery Agreement, a realized gain of $39$61 from gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees, and a change in unrealized appreciation of $812$137 on investment in gold.

 

2.11.2.11

Income Taxes

The FundGLDW is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Fundit is not subject to U.S. federal income tax. Instead, the Fund’sits income and expenses “flow through” to the Shareholders,

shareholders, and the Administrator will report the Fund’sGLDW’s proceeds, income, deductions, gains and losses to the Internal Revenue Service on that basis.

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 MarchDecember 31, 2018 or September 30, 2018. There are no open tax years or examinations in progress at period end.fiscalyear-end.

2.12

New Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU2018-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management does not currently expect these changes to have a material impact to future financial statements.

 

3.

Related Parties—Sponsor

The Sponsor receives an annual fee equal to 0.33% of the NAV of the Fund,GLDW, calculated on a daily basis.

The Sponsor is responsible for the payment of all ordinary fees and expenses of the Fund,GLDW, including but not limited to the following: fees charged by the Fund’s administrator, custodian, index provider, marketing agentits Administrator, Custodian, Index Provider, Marketing Agent and trustee;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 the Fund’sGLDW’s business as outlined in the Sponsor’s agreement withAmended and Restated Sponsor Agreement between the Sponsor and the Trust.

 

4.

Fund Expenses

The Fund’sGLDW’s only ordinary recurring operating expenses are expected to be the Sponsor’s annual fee of 0.33% of the NAV of the FundGLDW and the Gold Delivery Provider’s annual fee of 0.17% of the NAV of the Fund,GLDW, each of which accrue daily. The Sponsor’s fee is payable by the FundGLDW monthly in arrears, while the Gold Delivery Provider’s fee is paid daily with gold bullionin-kind, so that the Fund’sGLDW’s total annual expense ratio is expected to equal to 0.50% of daily net assets. Expenses payable by the FundGLDW will reduce the NAV of the Fund.GLDW.

 

5.

Concentration of Risk

The Fund’sGLDW’s primary business activities are the investment in gold bullion, the gold delivery agreement,transactions under the Gold Delivery Agreement, 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) 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 Fund’sGLDW’s financial position and results of operations.

 

6.

Foreign Currency Risk

The FundGLDW does not hold foreign currency, but it is exposed to foreign currency risk as a result of its transactions under the Gold Delivery Agreement. Foreign currency exchange rates may fluctuate significantly over short periods of time and can be unpredictably affected by political developments or government intervention. The value of the Reference Currencies included in the FX Basket may be 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 are influenced by the factors identified above and may 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, andincluding by 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 materially and adversely affect the value of the Shares.

 

7.

Counterparty Risk

If the Gold Delivery Provider fails to deliver gold pursuant to its obligations under the Gold Delivery Agreement, such failure would have an adverse effect on the FundGLDW in meeting its investment objective. Moreover, to the extent

that the Gold Delivery Provider is unable to honor its obligations under the Gold Delivery Agreement, such as due to bankruptcy or default under the Gold Delivery Agreement or for any other reason, the FundGLDW would need to find a new entity to act in the same capacity as the Gold Delivery Provider. If the Fundit could not quickly find a new entity to act in that capacity, the Fundit may not be able to meet its investment objective. The transactions under the Gold Delivery Agreement will terminate on June 28, 2019,30, 2022, unless the parties can agree on extension terms. If the parties cannot agree on extension terms and the FundGLDW is unable to find a new entity to act as Gold Delivery Provider, the FundGLDW may not be able to meet its investment objective.

 

8.

Derivative Contract Information

For the three and six months ended MarchDecember 31, 2018 and 2017, the effect of derivative contracts on the Fund’sGLDW’s Statement of Operations was as follows:

 

Risk exposure

derivative type

  

Location of Gain or Loss on

Derivatives Recognized in Income

  Three
months
ended

Mar-31,
2018
   Three
months
ended

Mar-31,
2017
   Six
months
ended
Mar-31,
2018
   Six
months

ended
Mar-31,
2017
     

Location of Gain or Loss on

Derivatives Recognized in Income

  Three
Months
Ended

Dec-31,
2018
   Three
Months
Ended

Dec-31,
2017
 
(Amounts in 000’s of US$)                                

Currency Risk

  Net Realized gain/(loss) on Gold Delivery Agreement   $(415)    $(86)    $(533)    $(86)     Net Realized gain/(loss) on Gold Delivery Agreement  $523   $(118

The table below summarizes the average daily notional value of derivative contracts outstanding during the period:periods:

 

  Three months ended
Mar-31, 2018
   Fiscal
period ended

Sep-30, 2017
   Three Months Ended
Dec-31, 2018
   Three Months Ended
Dec-31, 2017
 
(Amounts in 000’s of US$)                

Average notional

  $18,106   $22,963   $27,789   $17,674 

The notional of the contract varies daily based on the valueamount of gold held at the Custodian.

At MarchDecember 31, 2018 as well as the fiscal period endedand September 30, 2017, the Fund’s 2018, GLDW’sover-the-counter (“OTC”) derivative assets and liabilities arewere as follows:

 

   Gross Amounts of Assets and Liabilities
Presented in the Statement of  Financial
Condition
 
   Assetsa   Liabilitiesa 

Derivatives

    

Gold Delivery Agreement

  $—     $—   

 

a

Absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset on the StatementStatements of Financial Condition.

At MarchDecember 31, 2018 as well as the fiscal period endedand September 30, 2017, the Fund’s2018, GLDW’s OTC derivative assets, which may offset against the Fund’sits OTC derivative liabilities and collateral received from the counterparty, arewere as follows:

 

       Amounts Not Offset in the Statement of
Financial Condition
     
   Gross Amounts of Assets
Assets Presented in the
Statement of Financial
Condition
   Financial
Instruments
Available for Offset
   Financial
Instruments
Collateral
Received
   Cash
Collateral
Received
   Net
Amount
 

Counterparty

          

Merrill Lynch International

  $—     $—     $—     $—     $—  

At MarchDecember 31, 2018 as well as the fiscal period endedand September 30, 2017, the Fund’s2018, GLDW’s OTC derivative liabilities, which may offset against the Fund’sits OTC derivative assets and collateral pledged from the counterparty, arewere as follows:

 

       Amounts Not Offset in the Statement of
Financial Condition
     
   Gross Amounts of
Liabilities Presented in the
Statement of Financial
Condition
   Financial Instruments
Available for Offset
   Financial
Instruments
Collateral
Pledged
   Cash
Collateral
Pledged
   Net
Amount
 

Counterparty

          

Merrill Lynch International

  $—     $—     $—     $—     $—   

 

9.

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 may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholdershareholder 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 ofand 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 Shareholdershareholder 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.

10.

Financial Highlights

The following presentation includes financial highlights related to investment performance and operations of a Share outstanding for the three and six-monththree-month period ended MarchDecember 31, 2018 and 2017. The net investment loss and total expense ratios have been annualized. 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 NYSE Arca during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.

 

 Three Months
Ended

Mar-31,
2018
 Three Months
Ended

Mar-31,
2017
 Six Months
Ended
Mar-31,

2018
 Six Months
Ended
Mar-31,

2017
   Three Months
Ended
Dec-31,

2018
 Three Months
Ended
Dec-31,

2017
 

Net Asset Value

    

Net Asset Value

 

Net asset value per Share, beginning of period

 $120.29  $118.42  $119.77  $118.42   $114.39  $119.77 
 

 

  

 

  

 

  

 

   

 

  

 

 

Net investment income/(loss)

 (0.15 (0.10 (0.30 (0.10   (0.15 (0.15

Net Realized and Change in Unrealized Gain (Loss)

 0.08  5.75  0.75  5.75    11.90  0.67 
 

 

  

 

  

 

  

 

   

 

  

 

 

Net Income/(Loss)

 (0.07 5.65  0.45  5.65    11.75  0.52 
 

 

  

 

  

 

  

 

   

 

  

 

 

Net asset value per Share, end of period

 $120.22  $124.07  $120.22  $124.07   $126.14  $120.29 
 

 

  

 

  

 

  

 

   

 

  

 

 

Market value per Share, beginning of period

 $120.87  $119.53  $118.89  $119.53   $115.31  $118.89 
 

 

  

 

  

 

  

 

   

 

  

 

 

Market value per Share, end of period

 $120.92  $124.39  $120.92  $124.39   $125.75  $120.87 
 

 

  

 

  

 

  

 

   

 

  

 

 

Ratio to average net assets

    

Ratio to average net assets

 

Net Investment loss(1)

 (0.50)%  (0.50)%  (0.50)%  (0.50)%    (0.50)%  (0.50)% 
 

 

  

 

  

 

  

 

   

 

  

 

 

Gross expenses(1)

 0.50 0.50 0.50 0.50   0.50 0.50
 

 

  

 

  

 

  

 

   

 

  

 

 

Net expenses(1)

 0.50 0.50 0.50 0.50   0.50 0.50
 

 

  

 

  

 

  

 

   

 

  

 

 

Total Return, at net asset value(2)

 (0.06)%   4.77%(3)  0.38  4.77%(3)    10.27 0.43
 

 

  

 

  

 

  

 

   

 

  

 

 

Total Return, at market value(2)

 0.04  4.07%(3)  1.71  4.07%(3)    9.05 1.67
 

 

  

 

  

 

  

 

   

 

  

 

 

 

(1)

Percentages are annualized.

(2)

Percentages are not annualized.

SPDR® Gold MiniSharesSM Trust

Statements of Financial Condition

at December 31, 2018 (unaudited) and September 30, 2018

(Amounts in 000’s of US$ except for share and per share data)  Dec-31, 2018   Sep-30, 2018 
   (unaudited)     

ASSETS

 

Investment in Gold, at fair value (cost $356,375 and $226,957 at December 31, 2018 and September 30, 2018, respectively)

  $372,664   $220,742 

Gold receivable

   24,329    8,307 
  

 

 

   

 

 

 

Total Assets

  $396,993   $229,049 
  

 

 

   

 

 

 

LIABILITIES

 

Accounts payable to Sponsor

  $51   $21 
  

 

 

   

 

 

 

Total Liabilities

  $51   $21 
  

 

 

   

 

 

 

Net Assets

  $396,942   $229,028 
  

 

 

   

 

 

 

Shares issued and outstanding(1)

   31,000,000    19,300,000 

Net asset value per Share

  $12.80   $11.87 

(3)(1)

Authorized share capital is unlimited and the par value of the Shares began publicly tradingis $0.00.

See notes to the unaudited financial statements.

SPDR® Gold MiniSharesSM Trust

Schedules of Investment

(All balances in 000’s except percentages)

December 31, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 
(unaudited)                

Investment in Gold

   290.8   $356,375   $372,664    93.88
    

 

 

   

 

 

   

 

 

 

Total Investments

    $356,375   $372,664    93.88

Assets in excess of liabilities

       24,278    6.12
      

 

 

   

 

 

 

Net Assets

      $396,942    100.00
      

 

 

   

 

 

 

(All balances in 000’s except percentages)

September 30, 2018

  Ounces of
gold
   Cost   Fair
Value
   % of
Net Assets
 

Investment in Gold

   185.9   $226,957   $220,742    96.38
    

 

 

   

 

 

   

 

 

 

Total Investments

    $226,957   $220,742    96.38

Assets in excess of liabilities

       8,286    3.62
  

 

 

   

 

 

 

Net Assets

      $229,028    100.00
  

 

 

   

 

 

 

See notes to the unaudited financial statements.

SPDR® Gold MiniSharesSM Trust

Unaudited Statement of Operations

For the three months ended December 31, 2018(1)

(Amounts in 000’s of US$, except per share data)  Three Months
Ended

Dec-31, 2018
 
   (unaudited) 

EXPENSES

  

Sponsor fees

  $134 
  

 

 

 

Total expenses

   134 
  

 

 

 

Net investment loss

   (134
  

 

 

 

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

   —   

Net realized (gain)/loss from gold distributed for the redemption of shares

   —   

Net change in unrealized appreciation/(depreciation)on investment in gold

   22,504 
  

 

 

 

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

   22,504 
  

 

 

 

Net Income/(Loss)

  $22,370 
  

 

 

 

Net income/(loss) per share

  $0.92 
  

 

 

 

Weighted average number of shares (in 000’s)

   24,209 
  

 

 

 

(1)

No comparative has been provided as operations commenced on January 30, 2017; thereforeJune 26, 2018. See Note 1.

See notes to the unaudited financial statements.

SPDR® Gold MiniSharesSM Trust

Unaudited Statement of Cash Flows

For the three months ended December 31, 2018(1)

(Amounts in 000’s of US$)  Three Months
Ended
Dec-31, 2018
 
   (unaudited) 

INCREASE/DECREASE IN CASH FROM OPERATIONS:

  

Cash proceeds received from sales of gold

  $104 

Cash expenses paid

   (104
  

 

 

 

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 OFNON-CASH FINANCING ACTIVITIES:

  

Value of gold received for creation of shares—net of gold receivable

  $121,215 
  

 

 

 

Value of gold distributed for redemption of shares—net of gold payable

  $—   
  

 

 

 

(Amounts in 000’s of US$)  Three Months
Ended

Dec-31, 2018
 
   (unaudited) 

RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES

  

Net income/(loss)

  $22,370 

Adjustments to reconcile net income/(loss) to net cash provided by operating activities

  

Proceeds from sales of gold to pay expenses

   104 

Net realized (gain)/loss from investment in gold sold to pay Sponsor fees

   —   

Net realized (gain)/loss from gold distributed for the redemption of shares

   —   

Net change in unrealized (appreciation)/depreciation on investment in gold

   (22,504

Increase/(Decrease) in accounts payable to Sponsor

   30 
  

 

 

 

Net cash provided by operating activities

  $—   
  

 

 

 

(1)

No comparative has been provided as operations commenced on June 26, 2018. See Note 1.

See notes to the unaudited financial statements.

SPDR® Gold MiniSharesSM Trust

Unaudited Statement of Changes in Net Assets

For the three months ended December 31, 2018(1)

(Amounts in 000’s of US$)  Three Months
Ended
Dec-31, 2018
 
   (unaudited) 

Net Assets - Opening Balance

  $229,028 

Creations

   145,544 

Net investment loss

   (134

Net realized gain/(loss) from investment in gold sold to pay Sponsor fees

   —   

Net change in unrealized appreciation/(depreciation) on investment in gold

   22,504 
  

 

 

 

Net Assets - Closing Balance

  $396,942 
  

 

 

 

(1)

No comparative for the Total Return, atthree month period ended December 31, 2017 has been provided as operations commenced on June 26, 2018. See Note 1.

See notes to the unaudited financial statements.

SPDR® Gold MiniSharesSM Trust

Notes to the Unaudited Financial Statements

1.

Organization

World Gold Trust (the “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, two of which were operational as of December 31, 2018. The accompanying financial statements relate to the series SPDR® Gold MiniSharesSM Trust (“GLDM”), which began publicly trading on June 26, 2018. The fiscalyear-end of GLDM is September 30.

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”), 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 is the Marketing Agent.

The Statement of Financial Condition and Schedule of Investment at December 31, 2018, the Statements of Operations and of Cash Flows for the three months ended December 31, 2018, and the Statement of Changes in Net Assets for the three months ended December 31, 2018 have been prepared on behalf of GLDM without audit. In the opinion of management of the Sponsor, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three months ended December 31, 2018 and for all periods presented have been made. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form10-K for the fiscal year ended September 30, 2018. The results of operations for the three months ended December 31, 2018 are not necessarily indicative of the operating results for the full fiscal year.

Capitalized terms used but not defined herein have the meaning as set forth in the Declaration of Trust.

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.

2.1

Basis of Accounting

GLDM is an investment company within the scope of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 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.

2.3

Cash and Total Return, at marketCash 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 investments at fair value:

(Amounts in 000’s of US$)

December 31, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $372,664   $—     $—   
  

 

 

   

 

 

   

 

 

 

Total

  $372,664   $—     $—   
  

 

 

   

 

 

   

 

 

 

(Amounts in 000’s of US$)

September 30, 2018

  Level 1   Level 2   Level 3 

Investment in Gold

  $220,742   $—     $—   
  

 

 

   

 

 

   

 

 

 

Total

  $220,742   $—     $—   
  

 

 

   

 

 

   

 

 

 

There were no transfers between Level 1 and other Levels for the period ended December 31, 2018 and fiscal period ended September 30, 2018.

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 (“IBA”), a benchmark administrator, which provides an independently administered auction process, as well as the overall administration and governance for the LBMA Gold Price. In determining the net asset value (“NAV”) of GLDM, the Administrator values the gold held on the basis of the price of an ounce of gold determined by the IBA 3:00 PM auction process (“LBMA Gold Price PM”), which is an electronic auction, with the imbalance calculated and the price adjusted in rounds (30 seconds in duration).

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 January 30, 2017 to March 31, 2017.Gold

Gold bullion is held by ICBC Standard Bank Plc on behalf of GLDM. During the three-month period ended December 31, 2018 and fiscal period ended September 30, 2018, 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$)

  Dec-31,
2018
   Sep-30,
2018
 

Gold receivable

  $24,329   $8,307 

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$)

Dec-31,

2018

Sep-30,

2018

Gold payable

$—  $—  

 

11.2.8Subsequent Events

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). It 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 delivery to or by the distribution from GLDM in 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.

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 three months ended December 31, 2018 are as follows:

(Amounts are in 000’s)

Three Months Ended

Dec-31, 2018

Activity in Number of Shares Created and Redeemed:

Creations

11,700

Redemptions

(—  

Net change in Number of Shares Created and Redeemed

11,700

(Amounts in 000’s of US$)

  Three Months Ended
Dec-31, 2018
 

Activity in Value of Shares Created and Redeemed:

  

Creations

  $145,544 

Redemptions

   (—  
  

 

 

 

Net change in Value of Shares Created and Redeemed

  $145,544 
  

 

 

 

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 sale 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 gain on investment in gold for the three months ended December 31, 2018 of $22,504 is made up of a change in unrealized appreciation of $22,504 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.

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 December 31, 2018. There are no open tax years or examinations in progress at period end.

2.11

New Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU2018-13”). The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU2018-13 will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management does not currently expect these changes to have a material impact to future financial statements.

3.

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 its 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 changed names from World Currency Gold TrustCompany; 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 World Gold Trust effective April 16, 2018.pay any extraordinary expenses incurred in the ordinary course of GLDM’s business as outlined in the Sponsor’s agreement with the Trust.

4.

GLDM Expenses

GLDM’s only ordinary recurring operating expenses are expected to be 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.

5.

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) 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.

6.

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.

7.

Financial Highlights

The following presentation includes financial highlights related to investment performance and operations of a Share outstanding for the three-month period ended December 31, 2018. The net investment loss and total expense ratios have been annualized. 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 NYSE Arca during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.

   

Three Months
Ended

Dec-31, 2018

 

Net Asset Value

  

Net asset value per Share, beginning of period

  $ 11.87 
  

 

 

 

Net investment income/(loss)

   (0.01

Net Realized and Change in Unrealized Gain (Loss)

   0.94 
  

 

 

 

Net Income/(Loss)

   0.93 
  

 

 

 

Net asset value per Share, end of period

  $12.80 
  

 

 

 

Market value per Share, beginning of period

  $11.91 
  

 

 

 

Market value per Share, end of period

  $12.82 
  

 

 

 

Ratio to average net assets

 

Net Investment loss(1)

   (0.18)% 
  

 

 

 

Gross expenses(1)

   0.18
  

 

 

 

Net expenses(1)

   0.18
  

 

 

 

Total Return, at net asset value(2)

   7.83
  

 

 

 

Total Return, at market value(2)

   7.64
  

 

 

 

(1)

Percentages are annualized.

(2)

Percentages are not annualized.

No comparative has been provided as GLDM commenced operations on June 26, 2018.

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 included in Item 1 of Part I of this Quarterly Report. This Quarterly Report, including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties. Except for historical information, statements about future gold prices, gold bullion sales, foreign currencies (including the Reference Currencies), foreign currency exchange rates, costs, plans, or objectives are forward-looking statements based on our estimates, beliefs, assumptions and projections. Words such as “could,” “would,” “may,” “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “outlook,” “estimate,” and “predict,” and variations on such words, and similar expressions that reflect our current views with respect to future events and Fundfund performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed. Important factors that we believe could affect performance and cause results to differ materially from our expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form10-K for the fiscal year ended September 30, 2017,2018, as updated from time to time in the Fund’sTrust’s Securities and Exchange Commission filings.

Organization and Trust Overview

World Gold Trust (the “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. The accompanying unaudited financial statements relate to the Trust and SPDR® Long Dollar Gold Trust (the “Fund”(“GLDW”), and SPDR®GoldMiniSharesSM (“GLDM”) are currently the only operational series of the Trust, whichTrust. GLDW commenced operations in the first calendar quarter of 2017. On November 30, 2017,GLDM commenced operations during the Sponsor filed a Form S-1 with the Securities and Exchange Commission for The Gold Trust, a seriessecond calendar quarter of the Trust.2018. The fiscal year endyear-end of both the Trust and both GLDW and GLDM (referred to jointly as the Fund“Funds”) is September 30. The Fund issuesGLDW and GLDM issue shares of beneficial interest (“Shares”), which represent units of fractional undivided beneficial interest in and ownership of only that Fund.either GLDW or GLDM, respectively. The Trust has had no operations prior to January 27, 2017, other than matters relating to its organization, the registration of the Fund’s sharesShares under the Securities Act of 1933, as amended, and the sale and issuance by the FundGLDW on December 19, 2016 to WGC (US) Holdings, Inc., an affiliate of the Sponsor, of 10 GLDW Shares of the Fund at an aggregate purchase price of $1,000. The Fund’sGLDW’s Shares and GLDM’s Shares began trading on the NYSE Arca on January 30, 2017.2017 and June 26, 2018, respectively. As of May 3, 2018,February 7, 2019, GLDW and GLDM had 230,000 Shares and 45,900,000 Shares outstanding, respectively.

The Funds issue and redeem Shares from time to time in one or more Creation Units to institutional investors referred to as “Authorized Participants.” A Creation Unit equals a block of 10,000 GLDW Shares or a block of 100,000 GLDM Shares. The creation and redemption of Creation Units is only made in exchange for the Fund has 140,000 sharesdelivery 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 is based on the net asset value of the number of Shares included in the Creation Units being created or redeemed. Authorized Participants are currently outstanding.

the only persons that may place orders to create and redeem Creation Units. As of the date of this quarterly report, Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co., LLC, UBS Securities LLC and Virtu Financial BD LLC are the Authorized Participants. An updated list of Authorized Participants can be obtained from the Administrator or the Sponsor.

The investment objective of the FundGLDW is to track the performance of the Solactive GLD® Long USD Gold Index (the “Index”), less FundGLDW’s expenses. The Index seeks to track the daily performance of a long position in physical gold, as represented by the LBMA Gold Price AM, and a short position in a basket ofnon-U.S. currencies (i.e., a long U.S. dollar (“USD”) exposure versus the basket (“FX Basket”)). Those Thenon-U.S. currencies,

which are weighted according to the Index, consist of the following:of: Euro, Japanese Yen, British Pound Sterling, Canadian Dollar, Swedish Krona and Swiss Franc (each, a “Reference Currency”).

The investment objective of GLDM is for the Shares to reflect the performance of the price of gold bullion, less GLDM’s expenses.

In general, the USD value of an investment in Shares of the FundGLDW is expected to increase when both the price of gold goes upincreases and the value of the USD increases against the value of the Reference Currencies comprising the

FX Basket (as weighted in the Index). Conversely, the USD value of an investment in Shares, in general, is expected to decrease when the price of gold goes downdecreases and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket (as weighted in the Index). If the price of gold increases and the value of the USD decreases against the value of the Reference Currencies comprising the FX Basket, or vice versa, the net impact of these changes will determine the NAV of the FundGLDW on a daily basis.

Investing in the Shares does not insulate the investorinvestors from certain risks, including price volatility. The following chart illustrates the movement in the market priceNAV of the Shares and NAV of theGLDW Shares against the Index as well as the corresponding gold price (per 1/10 of an oz. of gold) since the day the Shares first began trading on the NYSE Arca:

NAV& Index v. gold price from January 30, 2017 to MarchDecember 31, 2018

 

LOGOLOGO

 

 *

Index and gold price data have been normalized based on GLDW NAV price per share on January 30, 2017 for comparison purposes.

 

Source: Bloomberg, ICE Benchmark Administration, Solactive AG

Gold Delivery Agreement Activity

The Gold Delivery Agreement is an agreement between the FundGLDW and the Gold Delivery Provider pursuant to which gold is delivered to or from the FundGLDW to reflect the Fund’sGLDW’s gains and losses with respect to the Reference Currencies comprising the FX Basket. The amount of gold bullion transferred under the Gold Delivery Agreement (the “Daily Deliverable Amount”) essentially is equivalent to the Fund’sGLDW’s profit or loss as if the FundGLDW had exchanged the Reference Currencies for USDs in an amount equal to the Fund’sGLDW’s holdings of gold bullion on such day. In general, if there is a currency gain (i.e., the value of the USD against the Reference Currencies comprising the FX Basket increases), the FundGLDW will receive gold bullion. In general, if there is a currency loss (i.e., the value of the USD against the Reference Currencies comprising the FX Basket decreases), the FundGLDW will deliver gold bullion. In this manner, the amount of gold bullion held by the FundGLDW will be adjusted to reflect the daily change in the value of Reference Currencies comprising the FX Basket against the USD. For more information about the Gold Delivery Agreement, see Note 2.4 to theGLDW’s unaudited financial statements.

From January 30, 2017 (the date the sharesGLDW Shares began trading on the NYSE Arca) to MarchDecember 31, 2018, the Daily Deliverable Amount (gross less the fee paid to the Gold Delivery Provider) under the Gold Delivery Agreement ranged from 252.515 ounces of gold bullion delivered to 184.49248.506 ounces of gold bullion received, having corresponding market values, respectively, of $334,178 and $246,737.$323,083. Over that same period, the FundGLDW delivered a net amount of 1,852.033538.524 ounces of gold bullion, having a corresponding market value of $2,392,226.$690,199.

Critical Accounting Policy

Valuation of Gold, Definition of NAV

The Fund’sGLDW’s policy is to value the investment in gold bullion at fair value. The Administrator will value the gold held by the FundGLDW 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 the LBMA Gold Price. The net asset value (“NAV”) of the FundGLDW is the aggregate value of the Fund’sGLDW’s assets, including Gold Delivery Agreement less its liabilities. In determining the NAV of the Fund,GLDW, the Administrator values the gold held by the FundGLDW on the basis of the price of an ounce of gold determined by the IBA 10:30 AM auction process (“LBMA Gold Price AM”), which is an electronic auction, with the imbalance calculated and the price adjusted in rounds (45(30 seconds in duration). The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Administrator determines the NAV of the FundGLDW 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 AM 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 will be used in the determination of the NAV of the Fund,GLDW, unless the Administrator, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such determination.

Once the value of the gold has been determined, the Administrator subtracts all estimated accrued expenses and other liabilities of the FundGLDW from the total value of the gold and all other assets of the Fund.GLDW. The resulting figure is the NAV of the Fund.GLDW. The NAV of the FundGLDW is used to compute the Sponsor’s fee and gold delivery provider fee. The Administrator determines the NAV per Share by dividing the NAV of the FundGLDW by the number of GLDW Shares outstanding as of the close of trading on NYSE Arca.

GLDM’s policy is to value the investment in gold bullion at fair value. The NAV of GLDM is the aggregate value of GLDM’s assets less its liabilities (which include estimated accrued but unpaid fees and expenses). The NAV of GLDM is calculated based on the price of gold per ounce times the number of ounces of gold owned by GLDM. For purposes of calculating NAV, the number of ounces of gold owned by GLDM reflects the amount of gold delivered into (or out of) GLDM on a daily basis by Authorized Participants creating and redeeming Shares. Except as otherwise described in GLDM’s prospectus, in determining the NAV of GLDM, the Administrator generally will value the Gold Bullion held by GLDM on the basis of the LBMA Gold Price PM. 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 p.m. New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) will be used to determine the NAV of GLDM, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation of the Gold Bullion held by GLDM.

The Administrator determines the NAV per Share by dividing the NAV of GLDM, by the number of outstanding GLDM Shares.

Results of Operations

The FundGLDW

GLDW commenced operations on January 27, 2017 and in the period from then to MarchDecember 31, 2018, 260,000350,000 GLDW Shares (26(35 Creation Units) were created in exchange for 25,849.834,493.9 ounces of gold, 120,000 Shares (12 Creation Units) were redeemed in exchange for 11,210.1 ounces of gold, and 58.9103.3 ounces of gold were sold to pay sponsor fees.

At December 31, 2018, HSBC Bank plc (the “GLDW Custodian”) held 22,729.7 ounces of gold on behalf of GLDW in its vault, 100% of which was allocated gold in the form of London Good Delivery gold bars including 89.4 ounces of gold payable in connection with the settlement of the Gold Delivery Agreement with a market value of $29,131,547 (cost $28,233,429) based on the LBMA Gold Price AM on December 31, 2018. Through the date of this report, (i) 2.2 ounces of gold were receivable by the GLDW Custodian in connection with the settlement of the Gold Delivery Agreement and (ii) GLDW has used no subcustodians.

At September 30, 2018, the GLDW Custodian held 22,004.4 ounces of gold on behalf of GLDW, 100% of which was allocated gold in the form of London Good Delivery gold bars with a market value of $26,042,261 (cost $27,378,794). Subcustodians did not hold any gold in their vaults on behalf of GLDW.

On September 12, 2018, Inspectorate International Limited concluded the annual full count of GLDW’s gold bullion held by the GLDW Custodian. On October 1, 2018, Inspectorate International Limited concluded reconciliation procedures from September 12, 2018 through September 30, 2018. The results can be found on www.spdrgoldshares.com.

GLDM

GLDM commenced operations on June 26, 2018 and in the period from then to December 31, 2018, 31,000,000 GLDM Shares were created (310 Creation Units) in exchange for 309,858.7 ounces of gold and 106.8 ounces of gold were sold to pay sponsor fees.

At MarchDecember 31, 2018, the CustodianICBC Standard Bank Plc (the “GLDM Custodian”) held 12,588.5290,769.3 ounces of gold on behalf of the FundGLDM in its vault, 100% of which iswas allocated gold in the form of London Good Delivery gold bars including gold payable, if any, with a market value of $16,665,856$372,664,432 (cost — $15,617,359)$356,375,416) based on the LBMA Gold Price AM on MarchDecember 31, 2018. Through the date of this report, (i) 128.718,982.6 ounces of gold were receivable by the GLDM Custodian in connection with the settlementcreation of the Gold Delivery AgreementShares and (ii) the FundGLDM has used no subcustodians.

At September 30, 2017,2018, the GLDM Custodian held 11,194.2185,927 ounces of gold on behalf of the Fund,in its vault, 100% of which iswas allocated gold in the form of London Good Delivery gold bars with a market value of $14,406,328$220,741,876 (cost $13,592,141)$226,957,150). Subcustodians did not hold any gold in their vaults on behalf of GLDM.

On MarchSeptember 13, 2018, Inspectorate International Limited concluded the annual full count of GLDM’s gold bullion held by the GLDM Custodian. On October 1, 2018, Inspectorate International Limited or Inspectorate, concluded the annual random sample count of the Fund’s gold bullion held by the Custodian. The sample count was based on the Fund’s inventory of gold as of February 9,reconciliation procedures from September 13, 2018 through September 30, 2018. Inspectorate reported that there were no anomalies identified in the Fund’s gold holding as of such date. The results can be found on www.spdrgoldshares.com.

Cash Resources and Liquidity

At MarchDecember 31, 2018, the Fund did not haveneither GLDW nor GLDM had any cash balances. When selling gold to pay expenses, the Administrator endeavors to sell the smallest amount of gold needed to pay expenses in order to minimize the Fund’sFunds’ holdings of assets other than gold. As a consequence, we expect that the FundFunds will not record any net cash flow from itstheir operations and that itstheir cash balance will be zero at the end of each reporting period.

Analysis of Movements in the Price of Gold

As movements in the price of gold are expected to directly affect the price of the Fund’sFunds’ Shares, investors shouldit is important to understand and follow movements in the price of gold. Investors should be aware that pastPast movements in the gold price are not indicators of future movements.

The following chart shows movements in the price of gold based on the LBMA Gold Price AM in U.S. dollars per ounce over the period from January 30, 2017 (the first dateday Shares of GLDW began trading on the NYSE Arca) to MarchDecember 31, 2018.

Daily gold price – January 30, 2017 to MarchDecember 31, 2018

LBMA Gold Price AM USD

 

LOGOLOGO

The following chart shows movements in the price of gold based on the LBMA Gold Price PM in U.S. dollars per ounce beginning June 26, 2018 (first day Shares of GLDM began trading on the NYSE Arca) through December 31, 2018.

Daily gold price – June 26, 2018 to December 31, 2018

LBMA Gold Price PM USD

LOGO

The average, high, low andend-of-period gold prices for the periods from January 30, 2017 through March 31, 2018 and for the period from the Date of Inception through MarchDecember 31, 2018, based on the LBMA Gold Price AM were:

 

Period

 Average  High  Date Low  Date End of
period
  Last
business
day(1)

January 30, 2017 to
March 31, 2017

 $1,230.10  $1,256.90  Mar 27, 2017 $1,189.85  Jan 30, 2017 $1,241.70  Mar 31, 2017

April 1, 2017 to
June 30, 2017

 $1,257.49  $1,292.70  Jun 07, 2017 $1,221.00  May 11, 2017 $1,243.25  Jun 30, 2017

July 1, 2017 to
September 30, 2017

 $1,278.01  $1,350.90  Sep 08, 2017 $1,207.55  Jul 10, 2017 $1,286.95  Sep 29, 2017

October 1, 2017 to
December 31, 2017

 $1,276.72  $1,305.15  Oct 16, 2017 $1,241.60  Dec 13, 2017 $1,296.50  Dec 29, 2017

January 1, 2018 to
March 31, 2018

 $1,330.70  $1,360.25  Jan 25, 2018 $1,311.05  Feb 8, 2018 $1,323.90  Mar 29, 2018
 

 

 

  

 

 

  

 

 

 

 

  

 

 

 

 

  

 

January 30, 2017 to
March 31, 2018

 $1,277.49  $1,360.25  Jan 25, 2018 $1,189.85  Jan 30, 2017 $1,323.90  Mar 29, 2018

Period

 Average  High  Date Low  Date End of
period
  Last
business
day(1)

January 30, 2017 to March 31, 2017

 $1,230.10  $1,256.90  Mar 27, 2017 $1,189.85  Jan 30, 2017 $1,241.70  Mar 31, 2017

April 1, 2017 to
June 30, 2017

 $1,257.49  $1,292.70  Jun 07, 2017 $1,221.00  May 11, 2017 $1,243.25  Jun 30, 2017

July 1, 2017 to September 30, 2017

 $1,278.01  $1,350.90  Sep 08, 2017 $1,207.55  Jul 10, 2017 $1,286.95  Sep 29, 2017

October 1, 2017 to December 31, 2017

 $1,276.68  $1,305.15  Oct 16, 2017 $1,241.60  Dec 13, 2017 $1,296.50  Dec 29, 2017

January 1, 2018 to March 31, 2018

 $1,330.70  $1,360.25  Jan 25, 2018 $1,311.05  Feb 08, 2018 $1,323.90  Mar 29, 2018

April 1, 2018 to
June 30, 2018

 $1,306.26  $1,347.90  Apr 19, 2018 $1,250.50  Jun 28, 2018 $1,250.55  Jun 29, 2018

July 1, 2018 to September 30, 2018

 $1,213.47  $1,262.60  Jul 09, 2018 $1,176.70  Aug 17, 2018 $1,183.50  Sep 28, 2018

October 1, 2018 to December 31, 2018

 $1,227,42  $,1281.65  Dec 31, 2018 $1,185.30  Oct 01, 2018 $1,281.65  Dec 31, 2018
 

 

 

  

 

 

  

 

 

 

 

  

 

 

 

 

  

 

January 30, 2017 to
December 31, 2018

 $1,266.18  $1,360.25  Jan 25, 2018 $1,176.70  Aug 17, 2018 $1,281.65  Dec 31, 2018
 

 

 

  

 

 

  

 

 

 

 

  

 

 

 

 

  

 

 

(1)

The end of period gold price is the LBMA Gold Price AM on the last business day of the period. This is in accordance with the Declaration of Trust and the basis used for calculating the NAV of GLDW.

The average, high, low andend-of-period gold prices for the period from April 1, 2018 (first quarter of GLDM’s trading) through December 31, 2018, based on the LBMA Gold Price PM were:

Period

 Average  High  Date Low  Date End of
period
  Last
business
day(1)

April 1, 2018 to
June 30, 2018

 $1,305.99  $1,351.45  Apr 18, 2018 $1,250.45  Jun 29, 2018 $1,250.45  Jun 29, 2018

July 1, 2018 to
September 30, 2018

 $1,213.19  $1,262.05  Jul 09, 2018 $1,178.40  Aug 17, 2018 $1,187.25  Sep 28, 2018

October 1 to
December 31, 2018

 $1,226.28  $1,279.00  Dec 28, 2018 $1,185.55  Oct 09, 2018 $1,281.65  Dec 31, 2018(2)

(1)

The end of period gold price is the Fund.LBMA Gold Price PM on the last business day of the period. This is in

accordance with the Declaration of Trust and the basis used for calculating the NAV of GLDM.

(2)

There was no LBMA Gold Price PM on the last business day of December 2018. The LBMA Gold Price AM on the last business day of December 2018 was $1,281.65. The Net Asset Value of the Trust on December 31, 2018 was calculated using the LBMA Gold Price AM, in accordance with the Trust Indenture.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Fund is aFunds are both passive investment vehicle. Itvehicles. Neither is not actively managed andmanaged. GLDW is designed to track the Index during periods in which the Index is flat or declining as well as when the Index is rising. Accordingly, fluctuations in the value of gold bullion and/or the value of USD relative to the Reference Currencies will affect the value of the Shares.Shares of GLDW. GLDM is designed for its Shares to reflect the performance of the price of Gold Bullion, less GLDM’s expenses. Fluctuations in the value of gold bullion will affect the value of the Shares of GLDM.

 

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 and the Fund’sFunds’ disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust and the FundFunds 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, and to the Audit Committee of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There has been no change in the internal control over financial reporting of the Trust or the FundFunds that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s or Fund’sFunds’ 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, Item 1A. “Risk Factors” in our Annual Report on Form10-K for the year ended September 30, 2017, which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed in our 2017 Annual Report on Form 10-K, except for the following:2018.

The Trust relies on the information and technologysystems of the Administrator and Transfer Agent,the Custodian, the Marketing Agent and, to a lesser degree, the Sponsor, which could be adversely affected byinformation systems interruptions, cybersecurity attacks or other disruptions which could have a material adverse effect on ourrecord keeping andoperations.

The Custodian, the Administrator and Transfer Agent and the Marketing Agent depend upon information technology infrastructure, including network, hardware and software systems to conduct their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their computer systems, networks and information against cybersecurity threats, could result in loss or unintended disclosure of information or loss or theft of Trust assets, and could adversely impact the ability of the Trust’s service providers to conduct their business, including their business on behalf of the Trust. Despite implementation of network and other cybersecurity measures, these security measures may not be adequate to protect against all cybersecurity threats.

The risks described above and in our Annual Report on Form10-K are not the only risks facingthat the Trust.Trust faces. 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.

There have been no material changes in our risk factors from those disclosed in our 2018 Annual Report on Form 10-K, except for the following:

The sale of the Funds’ Gold Bullion to pay expenses at a time of low gold prices could adversely affect the value of the Shares.

The Sponsor will sell Gold Bullion held by the Funds’ to pay the Funds’ respective expenses on an as-needed basis irrespective of then-current gold prices. The Funds are not actively managed and no attempt will be

made to buy or sell Gold Bullion to protect against or to take advantage of fluctuations in the price of gold. Consequently, the Funds’ Gold Bullion may be sold at a time when the gold price is low, resulting in a negative effect on the value of the Shares.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

a)

None.

 

b)

Not applicable.

 

c)

Not applicable.

 

Item 3.

Defaults Upon Senior Securities

None.

 

Item 4.

Mine Safety Disclosures

None.Not applicable.

 

Item 5.

Other Information

None.

 

Item 6.

Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

 

Exhibit

No.

  

Description of Exhibit

    31.13.1Certificate of Trust, incorporated by reference from Exhibit 3.1 to the Form S-1 filed on August 28, 2015.
    3.2Certificate of Amendment to Certificate of Trust, incorporated by reference from Exhibit 3.2 to the Form S-1/A filed on August  30, 2016.
    3.3Second Certificate of Amendment to Certificate of Trust, incorporated by reference from Exhibit  3.3 to the Form S-1/A filed on May 4, 2018.
    4.1Third Amended and Restated Agreement and Declaration of Trust, dated January 6, 2017, incorporated by reference from Exhibit  4.1 to the Form S-1/A filed on January 9, 2017.
    4.2Fourth Amended and Restated Agreement and Declaration of Trust, dated April 16, 2018, incorporated by reference from Exhibit  4.2 to the Form S-1/A filed on May 4, 2018.
  31.1*  Certification of Principal Executive Officer pursuant toRule  13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report onForm  10-Q for the quarter ended MarchDecember 31, 2018.
  31.231.2*  Certification of Principal Financial Officer pursuant toRule  13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report onForm  10-Q for the quarter ended MarchDecember 31, 2018.
  32.132.1*  Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report onForm  10-Q for the quarter ended MarchDecember 31, 2018.
  32.232.2*  Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report onForm  10-Q for the quarter ended to MarchDecember 31, 2018.
101.INS**  XBRL Instance Document
101.SCH**  XBRL Taxonomy Extension Schema Document
101.CAL**  XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**  XBRL Taxonomy Extension Label Linkbase Document
101.PRE**  XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**  XBRL Taxonomy Extension Definition Linkbase Document

 

*

Filed herewith.

**

Pursuant to Rule 406T of RegulationS-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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)

Date: February 8, 2019

By:/s/ Joseph R. Cavatoni

Joseph R. Cavatoni
Principal Executive Officer

Date: February 8, 2019

By:/s/ Laura S. Melman

Laura S. Melman

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

Date: May 2, 2018

 

*

The registrant is a trust and the persons are signing in their capacities as officers of WGC USA Asset Management Company, LLC, the Sponsor of the registrant.

 

2849