Notes to the
Unaudited Condensed Financial Statements
1. Organization
The SPDR
®
Gold Trust (the Trust) is an investment trust formed on November 12, 2004 (Date of Inception) under New York law pursuant to a trust
indenture. The fiscal year end for the Trust is September 30th. The Trust holds gold and issues shares (Shares) (in minimum blocks of 100,000 Shares, also referred to as Baskets) in exchange for deposits of gold and
distributes gold in connection with redemption of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trusts expenses.
The condensed statements of financial condition at December 31, 2012 and September 30, 2012, the condensed statements of operations and of cash flows
for the three months ended December 31, 2012 and 2011 and the condensed statement of changes in shareholders deficit for the three months ended December 31, 2012 have been prepared on behalf of the Trust without audit. In the opinion of
management of the sponsor of the Trust, World Gold Trust Services, LLC (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, 2012 and for all periods presented have been made.
Certain information and footnote
disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in the Trusts Annual Report on Form 10-K for the fiscal year ended September 30, 2012. The results of operations for the three months ended December 31, 2012 are
not necessarily indicative of the operating results for the full year.
2. Significant accounting policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America
requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting
policies followed by the Trust.
2.1. Valuation of Gold
Gold is held by HSBC Bank USA, N.A. (the Custodian), on behalf of the Trust, and is valued, for financial statement purposes, at the lower of
cost or market. The cost of gold is determined according to the average cost method and the market value is based on the price of gold set by the London gold fix (London Fix) used to determine the Net Asset Value (NAV) of the
Trust. Realized gains and losses on sales of gold, or gold distributed for the redemption of Shares, are calculated on a trade date basis using average cost.
The table below summarizes the impact of unrealized gains or losses on the Trusts gold holdings as of December 31, 2012 and September 30, 2012:
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(Amounts in 000s of US$)
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Dec-31,
2012
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Sep-30,
2012
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Investment in gold - average cost
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$
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52,435,608
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|
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$
|
50,726,261
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Unrealized gain on investment in gold
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19,832,292
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25,292,947
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Investment in gold - market value
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$
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72,267,900
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$
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76,019,208
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The Trust recognizes the diminution in value of the investment in gold which arises from market declines on an interim basis. Increases
in the value of the investment in gold through market price recoveries in later interim periods of the same fiscal year are recognized in the later interim period. Increases in value recognized on an interim basis may not exceed the previously
recognized diminution in value.
5
SPDR
®
GOLD TRUST
Notes to the Unaudited Condensed
Financial Statements
2. Significant accounting policies (continued)
2.2. 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 the Trusts account. Generally,
ownership of the gold is transferred within three business days of the trade date.
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(Amounts in 000s of US$)
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Dec-31,
2012
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Sep-30,
2012
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Gold receivable
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$
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$
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2.3 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 the Trusts account. Generally,
ownership of the gold is transferred within three business days of the trade date.
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(Amounts in 000s of US$)
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Dec-31,
2012
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Sep-30,
2012
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Gold payable
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$
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$
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602,591
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2.4. Creations and Redemptions of Shares
The Trust creates and redeems Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The Trust issues
Shares in Baskets to certain authorized participants (Authorized Participants) on an ongoing basis. The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the
amount of gold and any cash represented by the Baskets being created or redeemed, the amount of which will be based on the combined net asset value of the number of Shares included in the Baskets being created or redeemed determined on the day the
order to create or redeem Baskets is properly received.
As the Shares of the Trust are redeemable in Baskets at the option of the Authorized
Participants, the Trust has classified the Shares as Redeemable Shares on the Statement of Financial Condition. The Trust records the redemption value, which represents its maximum obligation, as Redeemable Shares with the difference from cost as an
offsetting amount to Shareholders Equity. Changes in the Shares for the three months ended December 31, 2012 and for the year ended September 30, 2012, are as follows:
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(All amounts are in 000s)
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Three Months
Ended
Dec-31,
2012
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Year Ended
Sep-30,
2012
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Number of Redeemable Shares:
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Opening Balance
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437,900
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406,800
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Creations
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22,600
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84,700
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Redemptions
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(12,200
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)
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(53,600
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)
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Closing Balance
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448,300
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437,900
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6
SPDR
®
GOLD TRUST
Notes to the Unaudited Condensed
Financial Statements
2. Significant accounting policies (continued)
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(Amounts in 000s of US$ except per Share)
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Three Months
Ended
Dec-31,
2012
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Year Ended
Sep-30,
2012
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Redeemable Shares:
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Opening Balance
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$
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75,389,813
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$
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64,137,833
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Creations
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3,776,635
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13,956,415
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Redemptions
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(2,005,056
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)
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(8,456,437
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)
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Adjustment to redemption value
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(4,922,060
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)
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5,752,002
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Closing Balance
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$
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72,239,332
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$
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75,389,813
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Redemption Value per Redeemable Share at Period End
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$
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161.14
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$
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172.16
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2.5. Revenue Recognition Policy
BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (the Trustee), will, at the direction of the Sponsor or in its own
discretion, sell the Trusts gold as necessary to pay the Trusts expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amount of gold needed to pay expenses in order to minimize the Trusts
holdings of assets other than gold. Unless otherwise directed by the Sponsor, when selling gold, the Trustee will endeavor to sell at the price established by the London Fix at 3:00 PM London time (London PM Fix). The Trustee will
place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the
next London gold price fix (either AM or 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.
2.6. Income Taxes
The Trust is classified as a grantor trust for US federal income tax purposes. As a result, the Trust itself will not be subject to US federal income tax. Instead, the Trusts income and
expenses will flow through to the Shareholders, and the Trustee will report the Trusts proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis. The Sponsor of the Trust has evaluated whether or
not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of December 31, 2012 or September 30, 2012.
7
SPDR
®
GOLD TRUST
Notes to the Unaudited Condensed
Financial Statements
3. Investment in Gold
The following represents the changes in ounces of gold and the respective values for the three months ended December 31, 2012 and for
the year ended September 30, 2012:
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(Ounces of gold are in 000s and value of gold is in 000s of US$)
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Three Months
Ended
Dec-31,
2012
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Year Ended
Sep-30,
2012
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Ounces of Gold:
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Opening Balance
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42,803.6
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39,928.9
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Creations (
excluding gold receivable at December 31, 2012 - 0 and at September 30, 2012 -
0)
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2,189.8
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8,225.8
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Redemptions (
excluding gold payable at December 31, 2012 - 0 and at September 30, 2012 -
339.3
)
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(1,521.3
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)
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(5,187.1
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)
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Sales of gold
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(41.9
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)
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(164.0
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)
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Closing Balance
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43,430.2
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42,803.6
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Investment in Gold (lower of cost or market):
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Opening Balance
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$
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50,726,261
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$
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42,736,696
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Creations (
excluding gold receivable at December 31, 2012 - $0 and at September 30, 2012 -
$0)
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3,776,635
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13,956,415
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Redemptions (
excluding gold payable at December 31, 2012 - $0 and at September 30, 2012 -
$602,591
)
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(2,017,162
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)
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(5,783,126
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)
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Sales of gold
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(50,126
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)
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(183,724
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)
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Closing Balance
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$
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52,435,608
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$
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50,726,261
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4. Related Parties - Sponsor, Trustee, Custodian and Marketing Agent Fees
Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and for services performed in
connection with maintaining the Trusts website and marketing the Shares. The Sponsors fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the adjusted net asset value (ANAV) of the
Trust, subject to reduction as described below. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust.
Fees are paid to the Trustee, as compensation for services performed under the Trust Indenture. The Trustees fee is payable monthly in arrears and is accrued daily at an annual rate equal to
0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2 million per year. The Trustees fee is subject to modification as determined by the Trustee and the Sponsor in good faith to account for
significant changes in the Trusts administration or the Trustees duties. The Trustee will charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the
Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust.
Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they
exercise investment discretion.
Fees are paid to the Custodian under the Allocated Bullion Account Agreement (as amended, the Allocated
Bullion Account Agreement) as compensation for its custody services. Under the Allocated Bullion Account Agreement, the Custodians fee is computed at an annual rate equal to 0.10% of the average daily aggregate value of the first
4.5 million ounces of gold held in the Trusts allocated gold account (Trust Allocated Account) and the Trusts unallocated gold account (Trust Unallocated Account) and 0.06% of the average
8
SPDR
®
GOLD TRUST
Notes to the Unaudited Condensed
Financial Statements
4. Related Parties - Sponsor, Trustee, Custodian and Marketing
Agent Fees (continued)
daily aggregate value of all gold held in the Trust Allocated Account and the Trust Unallocated Account in excess of 4.5 million ounces. The Custodian does not receive a fee under
the Unallocated Bullion Account Agreement.
The Custodian and its affiliates may from time to time act as Authorized Participants or purchase
or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
Fees are paid to the marketing agent for the Trust, State Street Global Markets, LLC (the Marketing Agent), by the Trustee from the assets of
the Trust as compensation for services performed pursuant to the agreement, as amended, between the Sponsor and the Marketing Agent (the Marketing Agent Agreement). The Marketing Agents fee is payable monthly in arrears and is
accrued daily at an annual rate equal to 0.15% of the ANAV of the Trust, subject to reduction as described below.
The Marketing Agent and its
affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
Under the Marketing Agent Agreement, as amended, if at the end of any month, the estimated ordinary expenses of the Trust exceed an amount equal to
0.40% per year of the daily ANAV of the Trust for such month, the Sponsor and the Marketing Agent will waive the amount of such excess from the fees payable to them from the assets of the Trust for such month in equal shares up to the amount of
their fees. Investors should be aware that, based on current expenses, if the gross value of the Trusts assets is less than approximately $1.2 billion, the ordinary expenses of the Trust will be accrued at a rate greater than
0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per year of the daily ANAV of the Trust. This amount is based on the estimated ordinary
expenses of the Trust and may be higher if the Trusts actual ordinary expenses exceed those estimates. Additionally, if the Trust incurs unforeseen expenses that cause the total ordinary expenses of the Trust to exceed 0.70% per year of
the daily ANAV of the Trust, the ordinary expenses will accrue at a rate greater than 0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per
year of the daily ANAV of the Trust.
For the three months ended December 31, 2012, the fees payable to the Sponsor and the Marketing Agent
were each reduced by $0. For the three months ended December 31, 2011, the comparable reduction in fees was $0.
Amounts Payable to Related
Parties
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(Amounts in 000s of US$)
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Dec-31,
2012
|
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Sep-30,
2012
|
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Payable to Custodian
|
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$
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4,041
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$
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3,908
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Payable to Trustee
|
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170
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164
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Payable to Sponsor
|
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9,319
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8,983
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Payable to Marketing Agent
|
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9,319
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8,983
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Accounts Payable to related parties
|
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$
|
22,849
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$
|
22,038
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5. Concentration of Risk
The Trusts sole business activity is the investment in gold. Several factors could affect the price of gold: (i) global gold
supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing
countries such as China, Australia, South Africa and the
9
SPDR
®
GOLD TRUST
Notes to the Unaudited Condensed
Financial Statements
5. Concentration of Risk (continued)
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 affect on the Trusts financial position and results
of operations.
6. Indemnification
The Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries are indemnified from the Trust
and held harmless against certain losses, liabilities or expenses incurred in the performance of its duties under the Trust Indenture without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the
indemnified partys obligations and duties under the Trust Indenture. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any claim or liability under the Trust Indenture. Under the
Trust Indenture, the Sponsor may be able to seek indemnification from the Trust for payments it makes in connection with the Sponsors activities under the Trust Indenture to the extent its conduct does not disqualify it from
receiving such indemnification under the terms of the Trust Indenture. The Sponsor will also be indemnified from the Trust and held harmless against any loss, liability or expense arising under the Marketing Agent Agreement or any agreement
entered into with an Authorized Participant which provides the procedures for the creation and redemption of Baskets and for the delivery of gold and any cash required for creations and redemptions insofar as such loss, liability or expense arises
from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Sponsor by the Trustee. Any amounts payable to the Sponsor are secured by a lien on the Trust.
The Sponsor has agreed to indemnify certain parties against certain liabilities and to contribute to payments that such parties may be required to make in
respect of those liabilities. The Trustee has agreed to reimburse such parties, solely from and to the extent of the Trusts assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent
the Sponsor has not paid such amounts when due. The Sponsor has agreed that, to the extent the Trustee pays any amount in respect of the reimbursement obligations described in the preceding sentence, the Trustee, for the benefit of the Trust, will
be subrogated to and will succeed to the rights of the party so reimbursed against the Sponsor.
7. Subsequent Events
The Trust has evaluated events subsequent to the December 31, 2012 quarter end through to the date of filing of this Form 10-Q.
During this period, no material disclosable subsequent events were identified.
10