abrdn Gold ETF Trust - Quarter Report: 2009 September (Form 10-Q)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended September 30, 2009 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Transition Period from ______ to ______ |
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Commission File Number: 001-34441 |
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ETFS GOLD TRUST |
(Exact name of registrant as specified in its charter) |
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New York |
26-4587209 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
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c/o ETF Securities USA LLC |
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48 Wall Street, 11th Floor |
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New York, NY |
10005 |
(Address of principal executive offices) |
(Zip Code) |
Registrants
telephone number, including area code:
(212) 918-4954
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 x No o |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer x |
Smaller reporting company o |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
Yes o No x |
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1,900,000 shares outstanding as of October 31, 2009. |
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ETFS GOLD TRUST
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2009
INDEX
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1 |
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1 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
11 |
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12 |
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12 |
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12 |
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13 |
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13 |
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13 |
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14 |
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15 |
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Item 1. Financial Statements (unaudited)
ETFS GOLD TRUST
Condensed Statement of Condition (unaudited)
September 30, 2009
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September 30, |
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ASSETS |
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Investment in gold (1) |
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$ |
99,570,464 |
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Total Assets |
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$ |
99,570,464 |
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LIABILITIES |
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Accounts payable to Sponsor |
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$ |
23,450 |
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Total Liabilities |
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$ |
23,450 |
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Redeemable Shares: |
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Shares at redemption value to investors (2) |
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99,547,014 |
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Shareholders Deficit |
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- |
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Total Liabilities, Redeemable Shares & Shareholders Deficit |
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$ |
99,570,464 |
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(1) |
The cost of investment in gold at September 30, 2009 is $99,992,898. |
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(2) |
Authorized share capital is unlimited and no par value per share. Shares issued and outstanding at September 30, 2009 are 1,000,000. |
See Notes to the Unaudited Condensed Financial Statements.
1
ETFS GOLD TRUST
Condensed Statement of Operations (unaudited)
For the period September 1, 2009* through September 30, 2009
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For the period |
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REVENUES |
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Value of gold transferred to pay expenses |
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$ |
- |
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Cost of gold transferred to pay expenses |
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- |
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Gain on gold transferred to pay expenses |
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- |
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Gain on gold distributed for the redemption of shares |
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- |
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Unrealized (Loss) on Investment in gold |
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$ |
(422,434 |
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Total (Loss) on gold |
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$ |
(422,434 |
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EXPENSES |
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Sponsor fees |
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23,450 |
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Total Expenses |
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23,450 |
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Net Loss from Operations |
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$ |
(445,884 |
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Net Loss per share |
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$ |
(0.56 |
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Weighted average number of shares |
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797,727 |
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* Date of Inception.
See Notes to the Unaudited Condensed Financial Statements.
2
ETFS GOLD TRUST
Condensed Statement of Cash Flows (unaudited)
For the period September 1, 2009* through September 30, 2009
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For the period |
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INCREASE / (DECREASE) IN CASH FROM OPERATIONS: |
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Cash proceeds received from transfer of gold |
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$ |
- |
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Cash expenses paid |
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- |
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Increase in cash resulting from operations |
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- |
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Cash and cash equivalents at beginning of period |
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- |
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Cash and cash equivalents at end of period |
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$ |
- |
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SUPPLEMENTAL DISCLOSURE OF NON-CASH |
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Value of gold received for creation of shares |
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$ |
99,992,898 |
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Value of gold distributed for redemption of shares - at average cost |
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$ |
- |
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For the period |
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RECONCILIATION OF NET GAIN/(LOSS) TO NET CASH |
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Net Loss from Operations |
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$ |
(445,884 |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
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Increase in gold assets |
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(99,992,898 |
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Increase in accounts payable to sponsor |
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23,450 |
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Increase/(Decrease) in redeemable shares |
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Creations |
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99,992,898 |
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Redemptions |
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- |
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Increase in unrealized loss on investment in gold |
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422,434 |
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Net cash provided by operating activities |
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$ |
- |
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* Date of Inception.
See Notes to the Unaudited Condensed Financial Statements.
3
ETFS GOLD TRUST
Condensed Statement of Changes in Shareholders Deficit (unaudited)
For the period September 1, 2009* through September 30, 2009
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For the period |
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Shareholders Deficit - Opening balance |
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$ |
- |
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Net Loss for the period |
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(445,884 |
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Adjustment of Redeemable Shares to redemption value |
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445,884 |
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Shareholders Deficit Closing balance |
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$ |
- |
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* Date of Inception.
See Notes to the Unaudited Condensed Financial Statements.
4
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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1. |
Organization |
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The ETFS Gold Trust (the Trust) is an investment trust formed on September 1, 2009, under New York law pursuant to a trust agreement (the Depositary Trust Agreement) executed by the Sponsor and the Bank of New York Mellon (the Trustee) at the time of the Trusts organization. The Trust holds gold bullion and issues shares (Shares)1 (in minimum blocks of 50,000 Shares, also referred to as Baskets) in exchange for deposits of gold and distributes gold in connection with redemption of Baskets. The Trusts sponsor is ETF Securities USA LLC (the Sponsor), a Delaware limited liability company which is a wholly-owned subsidiary of ETF Securities Limited, a Jersey, Channel Islands based company. The Trust is governed by the Depositary Trust Agreement. |
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The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trusts expenses and liabilities. The Trust is designed to provide a vehicle for investors to own interests in gold. The fiscal year end for the Trust is December 31. |
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The accompanying unaudited financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America for interim financial information and with the instructions for the Form 10-Q. In the opinion of management of the Sponsor, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position for the period September 1, 2009 (the Date of Inception) through September 30, 2009 have been made. |
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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 Trusts prospectus. The results of operations for the period from the Date of Inception through September 30, 2009 are not necessarily indicative of the operating results for the full year. |
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2. |
Significant Accounting Policies |
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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. |
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2.1. |
Valuation of Gold |
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Gold is held by JP Morgan Chase Bank, N.A. (the Custodian), on behalf of the Trust, at the Zurich, Switzerland vaulting premises of UBS A.G. (the Zurich Sub-Custodian) 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 London Fix2 used to determine the Net Asset Value 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. |
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1 Shares meaning units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust. |
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2 The price for an ounce of gold is set by five market making members of the London Bullion Market Association at approximately 3:00 PM London Time, on each working day. |
5
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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2. |
Significant Accounting Policies (continued) |
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2.1. |
Valuation of Gold (continued) |
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Once the value of gold has been determined, the net asset value is computed by the Trustee by deducting all accrued fees, expenses and other liabilities of the Trust, including Sponsors fees, from the fair value of the gold and all other assets held by the Trust. |
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The table below summarizes the impact of unrealized gains or losses on the Trusts gold holdings as of September 30, 2009: |
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September 30, |
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Investment in gold-average cost |
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$ |
99,992,898 |
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Unrealized Loss on investment in gold |
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(422,434 |
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Investment in gold-market value |
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$ |
99,570,464 |
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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. |
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The per share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the London Fix to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per-share amount of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred. |
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2.2. |
Creations and Redemptions of Shares |
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The Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000 Shares). The Trust issues Shares in Baskets to Authorized Participants3 on an ongoing basis. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. 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 is 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. |
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Authorized Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement period for Shares is three business days. In the event of a trade date at period end, where a settlement is pending, a respective account receivable and/or payable will be recorded. When gold is exchanged in settlement of redemption, it is considered a sale of gold for financial statement purposes. |
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3 A person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in The Depository Trust Company, (3) has entered into an Authorized Participant Agreement with the Trustee, and (4) has established an Authorized Participant Unallocated Account with the Trusts Custodian. |
6
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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2. |
Significant Accounting Policies (continued) |
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2.2. |
Creations and Redemptions of Shares (continued) |
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The Shares of the Trust are classified as Redeemable Capital Shares for financial statement purposes, since they are subject to redemption at the option of Authorized Participants only in Baskets. Outstanding Shares are reflected at redemption value, which represents the maximum obligation (based on net asset value per share), with the difference from historical cost recorded as an offsetting amount to Retained Earnings. Changes in the Shares for the period from the Date of Inception through September 30, 2009 are as follows: |
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For the period |
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Number of Redeemable Shares: |
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Opening Balance |
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- |
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Creations |
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1,000,000 |
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Redemptions |
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- |
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Closing Balance |
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1,000,000 |
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For the period |
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Redeemable Shares: |
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Opening Balance |
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$ |
- |
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Creations |
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99,992,898 |
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Redemptions |
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- |
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Adjustment to redemption value |
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(445,884 |
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Closing Balance |
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$ |
99,547,014 |
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Redemption Value per Share at Period End |
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$ |
99.55 |
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* Date of Inception. |
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2.3. |
Revenue Recognition Policy |
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The primary expense of the Trust is the Sponsors fee, which is paid by the Trust through in-kind transfers of gold to the Sponsor. With respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trusts gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trusts holdings of assets other than gold. |
7
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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2. |
Significant Accounting Policies (continued) |
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2.3. |
Revenue Recognition Policy (continued) |
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Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the London 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 Fix 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. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale. |
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2.4. |
Income Taxes |
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The Trust is classified as a grantor trust for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. 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 Trust has adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740-10, Income Taxes (formerly FASB Interpretation Number 48, Accounting for Uncertainty in Income Taxes). |
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2.5. |
Investment in Gold |
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The following represents the changes in ounces of gold and the respective values for the period from the Date of Inception through September 30, 2009: |
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For the period |
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Ounces of Gold: |
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Opening Balance |
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- |
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Creations |
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99,995.5 |
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Redemptions |
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- |
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Transfers of gold |
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- |
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Closing Balance |
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99,995.5 |
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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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Creations |
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99,570,464 |
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Redemptions |
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- |
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Transfers of gold |
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- |
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Closing Balance |
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$ |
99,570,464 |
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* Date of Inception. |
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8
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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2. |
Significant Accounting Policies (continued) |
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2.6. |
Expenses |
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The Trust will pay to the
Sponsor a fee that will accrue daily at an annualized rate equal to 0.39% of
the adjusted daily net asset value of the Trust, paid monthly in arrears. |
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At September 30, 2009 the fees payable to the Sponsor were $23,450. |
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2.7. |
Organization Cost |
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Expenses incurred in organizing the Trust and the initial offering of the Shares, including applicable SEC registration fees, approximately $1,217,000, will be borne directly by the Sponsor. The Trust will not be obligated to reimburse the Sponsor. |
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3. |
Related Parties |
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The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustees fee is paid by the Sponsor and is not a separate expense of the Trust. 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. |
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4. |
Concentration of Risk |
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The Trusts sole business activity is the investment in gold, and substantially all the Trusts assets are holdings of gold which creates a concentration risk associated with fluctuations in the price of gold. Several factors could affect the price of gold, including: (i) global gold supply and demand, which is influenced by factors such as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries; (ii) investors expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material affect on the Trusts financial position and results of operations. |
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5. |
Indemnification |
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Under the Trusts organizational documents, each of the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees, and affiliates) is indemnified by the Trust against any liability, cost or expense it incurs without gross negligence, bad |
9
ETFS GOLD TRUST
Notes to the Unaudited Condensed Financial Statements
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5. |
Indemnification (continued) |
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faith or willful misconduct on its part and without reckless disregard on its part of its obligations and duties under the Trusts organizational documents. The Trusts maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. |
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6. |
Subsequent Events |
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In accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trusts management has evaluated the possibility of subsequent events existing in the Trusts financial statements through the issuance date, November 13, 2009. Management has determined that there are no material events that would require disclosure in the Trusts financial statements through this date. |
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
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This information should be read in conjunction with the financial statements and notes to the financial statements included in Item 1 of Part 1 of this Form 10-Q. The discussion and analysis that follows may contain forward-looking statements with respect to the Trusts financial conditions, operations, future performance and business. These statements can be identified by the use of the words Statements may, will, should, expect, plan, anticipate, believe, estimate, predict, potential or similar words and phrases. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments. Neither the Trust nor the Sponsor is under a duty to update any of the forward looking statements, to conform such statements to actual results or to reflect a change in managements expectations or predictions. |
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Introduction. |
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The Trust is a common law trust, formed under the laws of the state of New York on the Date of Inception. The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Depositary Trust Agreement. The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. It will not hold or trade in commodity futures contracts, nor is it a commodity pool, subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing Shares. |
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The Trust holds gold and is expected to issue Baskets in exchange for deposits of gold, and to distribute gold in connection with redemptions of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trusts expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold. |
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The Trust issues and redeems Shares only with Authorized Participants
in exchange for gold, only in aggregations of 50,000 or integral multiples
thereof. A list of current Authorized Participants is available from the
Sponsor or the Trustee. |
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Valuation of Gold and Computation of Net Asset Value. |
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As of the London Fix on each day that the NYSE Arca is open for regular trading or as soon as practicable after 4:00 p.m. New York time, (the Evaluation Time) the Trustee values the gold held by the Trust and determines both the adjusted net asset value (the ANAV) and the net asset value (the NAV) of the Trust. |
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At the Evaluation Time, the Trustee values the Trusts gold on the basis of that days London Fix, or, if no London Fix is made on such day or has not been announced by the Evaluation Time, the next most recent London Fix determined prior to the Evaluation Time is used, unless the Sponsor determines that such price is inappropriate as a basis for valuation. In the case this determination is made, the Sponsor will identify an alternative basis for such evaluation to be used by the Trustee. |
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Once the value of the gold held by the Trust has been determined, the Trustee subtracts all estimated accrued but unpaid fees, expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust. The resulting figure is the ANAV of the Trust. The ANAV is used to compute the Sponsors Fee. |
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The Trustee then subtracts from the ANAV the amount of accrued fees (including the Trustees fee) computed for such day to determine the NAV of the Trust. The Trustee also determines the NAV per Shares by dividing the NAV of the Trust by the number of Shares outstanding as of the close of trading on the NYSE Arca. |
11
12
None.
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There have been no material changes to the risk factors since last disclosed in the prospectus included in the registrants registration statement filed on Form S-1 on September 2, 2009. |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 2(a). None. |
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Item 2(b). Not applicable. |
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Item 2(c). From the Date of Inception through September 30, 2009, 20 Baskets were created and no Baskets redeemed as follows: |
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Period |
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Total Baskets Created |
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Total Authorized Shares |
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9/01/09-9/30/09 |
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20 |
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1,000,000 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
None.
13
(a) Exhibits
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31.1 |
Chief Executive Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Chief Financial Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Chief Executive Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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|
32.2 |
Chief Financial Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
14
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities thereunto duly authorized.
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ETF SECURITIES USA LLC |
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Sponsor of the ETFS Gold Trust |
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(Registrant) |
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Date: November 13, 2009 |
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/s/ Graham Tuckwell |
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Graham Tuckwell |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
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Date: November 13, 2009 |
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/s/ Greg Burgess |
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Greg Burgess |
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Chief Financial Officer and Treasurer |
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(Principal Financial Officer and Principal |
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Accounting Officer) |
* The Registrant is a trust and the persons are signing in their capacities as officers of ETF Securities USA LLC, the Sponsor of the Registrant.
15
Exhibit Index
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|
31.1 |
Chief Executive Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
Chief Financial Officers Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
Chief Executive Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
Chief Financial Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |