Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

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

December 31, 2019

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from

Commission file number:

001-37996

WORLD 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 27

Floor

New York

10017

(Address of Principal Executive Offices)

(

212

)

317-3800

(Registrant’s Telephone Number, Including Area Code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
SPDR ® Gold MiniShares SM Trust	GLDM	NYSE Arca

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

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

Emerging growth company

☒

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

☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐

☒

As of February

, 2020 SPDR

Gold MiniShares

Trust had

81,600,000

shares outstanding.

World Gold Trust

Unaudited Combined Statements of Operations

For the three months ended December 31, 2019 and 2018


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018 (1)
	(unaudited)			(unaudited)
EXPENSES
Sponsor fees	$	497		$	157
Gold Delivery Provider fees		—			12

Total expenses		497			169

Net investment loss		(497	)		(169	)

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		48			(1	)
Net realized gain/(loss) on Gold Delivery Agreement		—			523
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees		—			(21	)
Net realized gain/(loss) from gold distributed for the redemption of shares		4,685			—
Net change in unrealized appreciation/(depreciation) on investment in gold		22,372			24,740

Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement		27,105			25,241

Net Income/(Loss)	$	26,608		$	25,072

(1)	Amounts include SPDR ® Long Dollar Gold Trust which liquidated on September 16, 2019.

See notes to the unaudited financial statements.

World Gold Trust

Unaudited Combined Statements of Cash Flows

For the three months ended December 31, 2019 and 2018


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018 (1)
	(unaudited)			(unaudited)
INCREASE/DECREASE IN CASH FROM OPERATIONS:
Cash proceeds received from sales of gold	$	477		$	127
Cash expenses paid		(477	)		(127	)

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 OF NON-CASH FINANCING ACTIVITIES:
Value of gold received for creation of shares - net of gold receivable	$	112,796		$	121,215

Value of gold distributed for redemption of shares - net of gold payable	$	(49,796	)	$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING ACTIVITIES:
Value of Gold Delivery Agreement inflows - net of Gold Delivery Agreement receivable	$	—		$	2,631

Value of Gold Delivery Agreement outflows - net of Gold Delivery Agreement payable	$	—		$	(1,997	)


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018 (1)
	(unaudited)			(unaudited)
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net Income/(Loss)	$	26,608		$	25,072
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Gold paid for Gold Delivery Provider fees		—			12
Proceeds from sales of gold to pay expenses		477			127
Net realized (gain)/loss on investment in gold sold to pay Sponsor fees		(48	)		1
Net realized (gain)/loss from Gold Delivery Agreement		—			(523	)
Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees		—			21
Net realized (gain)/loss from gold distributed for the redemption of shares		(4,685	)		—
Net change in unrealized (appreciation)/depreciation on investment in gold		(22,372	)		(24,740	)
Increase/(Decrease) in accounts payable to Sponsor		20			30

Net cash provided by operating activities	$	—		$	—

(1)	Amounts include SPDR ® Long Dollar Gold Trust which liquidated on September 16, 2019.

See notes to the unaudited financial statements.

World Gold Trust

Unaudited Combined Statements of Changes in Net Assets

For the three months ended December 31, 2019 and 2018


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018 (1)
	(unaudited)			(unaudited)
Net Assets - Opening Balance	$	1,050,703		$	255,337
Creations		105,571			145,544
Redemptions		(49,796	)		—
Net investment loss		(497	)		(169	)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees		48			(1	)
Net realized gain/(loss) on Gold Delivery Agreement		—			523
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees		—			(21	)
Net realized gain/(loss) from gold distributed for the redemption of shares		4,685			—
Net change in unrealized appreciation/(depreciation) on investment in gold		22,372			24,740

Net Assets - Closing Balance	$	1,133,086		$	425,953

(1)	Amounts include SPDR ® Long Dollar Gold Trust which liquidated on September 16, 2019.

See notes to the unaudited financial statements.

SPDR

Gold MiniShares

Trust

Statements of Financial Condition

at December 31, 2019 (unaudited) and September 30, 2019


(Amounts in 000’s of US$ except for share and per share data)	Dec-31, 2019		Sep-30, 2019
	(unaudited)
ASSETS
Investment in Gold, at fair value (cost $ 984,046 and $ 916,790 at December 31, 2019 and September 30, 2019, respectively)	$	1,125,660	$	1,036,032
Gold receivable		7,594		14,819

Total Assets	$	1,133,254	$	1,050,851


LIABILITIES
Accounts payable to Sponsor	$	168	$	148

Total Liabilities	$	168	$	148

Net Assets	$	1,133,086	$	1,050,703

Shares issued and outstanding (1)		74,600,000		70,900,000
Net asset value per Share	$	15.19	$	14.82

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

See notes to the unaudited financial statements.

SPDR

Gold MiniShares

Trust

Unaudited Statements of Operations

For the three months ended December 31, 2019 and 2018


(Amounts in 000’s of US$, except per share data)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018
	(unaudited)			(unaudited)
EXPENSES
Sponsor fees	$	497		$	134

Total expenses		497			134

Net investment loss		(497	)		(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		48			—
Net realized gain/(loss) from gold distributed for the redemption of shares		4,685			—
Net change in unrealized appreciation/(depreciation) on investment in gold		22,372			22,504

Net realized and change in unrealized gain/(loss) on investment in gold		27,105			22,504

Net Income/(Loss)	$	26,608		$	22,370

Net income/(loss) per share	$	0.36		$	0.92

Weighted average number of shares (in 000’s)		74,360			24,209

See notes to the unaudited financial statements.

SPDR

Gold MiniShares

Trust

Unaudited Statements of Cash Flows

For the three months ended December 31, 2019 and 2018


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018
	(unaudited)			(unaudited)
INCREASE/DECREASE IN CASH FROM OPERATIONS:
Cash proceeds received from sales of gold	$	477		$	104
Cash expenses paid		(477	)		(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 OF NON-CASH FINANCING ACTIVITIES:
Value of gold received for creation of shares - net of gold receivable	$	112,796		$	121,215

Value of gold distributed for redemption of shares	$	(49,796	)	$	—


(Amounts in 000’s of US$)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018
	(unaudited)			(unaudited)
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income/(loss)	$	26,608		$	22,370
Adjustments to reconcile net income/(loss) to net cash provided by operating activities
Proceeds from sales of gold to pay expenses		477			104
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees		(48	)		—
Net realized (gain)/loss from gold distributed for the redemption of shares		(4,685	)		—
Net change in unrealized (appreciation)/depreciation on investment in gold		(22,372	)		(22,504	)
Increase/(Decrease) in accounts payable to Sponsor		20			30

Net cash provided by operating activities	$	—		$	—

See notes to the

unaudited

financial statements.

WORLD 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. The beneficial interest in the Trust may be divided into one or more series. The Trust has established

six

separate series, one of which is operational as of December 31, 2019. The accompanying financial statements relate to the one operational series, SPDR

Gold MiniShares

Trust (“GLDM”), which began publicly trading on June 26, 2018. The fiscal

year-end

both the Trust and

GLDM is September 30

The investment objective of GLDM is for its shares (the “Shares”) to reflect the performance of the price of gold, 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 (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. State Street Global Advisors Funds Distributors, LLC is the marketing agent (the “Marketing Agent”).

The Statement of Financial Condition and Schedule of Investment at December 31, 2019, and the Statements of Operations, Changes in Net Assets and Cash Flows for the three months ended December 31, 2019 and 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, 2019 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 Form

10-K

for the fiscal year ended September 30, 2019. The results of operations for the three months ended December 31, 2019 are not necessarily indicative of the operating results for the full fiscal year.

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.

SPDR

Long Dollar Gold Trust (“GLDW”) commenced operations on January 27, 2017 and on July 15, 2019, the Sponsor notified the NYSE Arca, Inc. (the “NYSE Arca”) that it had determined to voluntarily close GLDW, delist GLDW, liquidate GLDW’s shares and withdraw GLDW’s shares from registration under the Exchange Act. GLDW ceased accepting creation and redemption orders after September 6, 2019 and trading of GLDW’s shares on the NYSE Arca ceased at the open of market on September 10, 2019. The NYSE Arca filed a Form 25 with the Commission on September 11, 2019 and on September 16, 2019, a Post-Effective Amendment deregistering GLDW’s unsold shares was declared effective and the final liquidation payments were made. The financial statements of the Trust for the year ended September 30, 2019 include GLDW for the period up to its liquidation.

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 and the Trust.

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 the Trust, as the SEC registrant, combined with GLDM and GLDW, until its liquidation, and 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 Cash 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 investment at fair value:


(Amounts in 000’s of US$) December 31, 2019	Level 1		Level 2		Level 3
Investment in Gold	$	1,125,660	$	—	$	—

Total	$	1,125,660	$	—	$	—


(Amounts in 000’s of US$) September 30, 2019	Level 1		Level 2		Level 3
Investment in Gold	$	1,036,032	$	—	$	—

Total	$	1,036,032	$	—	$	—

There were

transfers between Level 1 and other Levels for the period ended December 31, 2019 or for the year ended September 30, 2019.

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 London Bullion Market Association (“LBMA”). In determining the 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. 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 Gold

Gold is held by the Custodian on behalf of GLDM. During the three months ended December 31, 2019 and the year ended September 30, 2019,

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.


	Dec-31,		Sep-30,
(Amounts in 000’s of US$)	2019		2019
Gold receivable	$	7,594	$	14,819

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.


	Dec-31,		Sep-30,
(Amounts in 000’s of US$)	2019		2019
Gold payable	$	—	$	—

2.8	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). GLDM 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 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. Activity in the number of Shares created and redeemed for the three months ended December 31, 2019 and 2018 are as follows:


(Amounts are in 000’s)	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018
Activity in Number of Shares Created and Redeemed:
Creations		7,100			11,700
Redemptions		(3,400	)		(—	)

Net change in Number of Shares Created and Redeemed		3,700			11,700


(Amounts in 000’s of US$ )	Three Months Ended Dec-31, 2019			Three Months Ended Dec-31, 2018
Activity in Value of Shares Created and Redeemed:
Creations	$	105,571		$	145,544
Redemptions		(49,796	)		(—	)

Net change in Value of Shares Created and Redeemed	$	55,775		$	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, the Administrator will give a sell order and sell gold to the Custodian at the LBMA Gold Price PM following the sell 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 expenses 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, 2019 of $27,105 is made up of a realized gain of $48 from the sale of gold to pay Sponsor fees, a realized gain of $4,685 from gold distributed for the redemption of shares, and a change in unrealized appreciation of $22,372 on investment in gold.

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

reserves for uncertain tax positions are required as of December 31, 2019. As of December 31, 2019, the 2018 tax year remains open for examination. There were

examinations in progress at period end.

2.11	New Accounting Pronouncements

In August 2018, the FASB issued Accounting Standards Update

2018-13,

Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU

2018-13”).

The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU

2018-13

will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management of the Sponsor 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 GLDM’s 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 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 GLDM’s business as outlined in the Sponsor’s agreement with the Trust.

4.	GLDM Expenses

GLDM’s only ordinary recurring operating expenses are 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 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; (vi) other economic variables such as income growth, economic output, and monetary policies; and (vii) global or regional political, economic or financial events and situations. In addition, while gold is used to preserve wealth by investors around the world, 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 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 months ended December 31, 2019 and 2018, respectively. 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, 2019			Three Months Ended Dec-31, 2018
Net Asset Value
Net asset value per Share, beginning of period	$	14.82		$	11.87

Net investment income/(loss)		(0.01	)		(0.01	)
Net Realized and Change in Unrealized Gain / (Loss)		0.38			0.94

Net Income/(Loss)		0.37			0.93

Net asset value per Share, end of period	$	15.19		$	12.80

Market value per Share, beginning of period	$	14.70		$	11.91

Market value per Share, end of period	$	15.14		$	12.82

Ratio to average net assets
Net Investment loss (1)		(0.18	)%		(0.18	)%

Gross expenses (1)		0.18	%		0.18	%

Net expenses (1)		0.18	%		0.18	%

Total Return, at net asset value (2)		2.50	%		7.83	%

Total Return, at market value (2)		2.99	%		7.64	%

(1)	Percentages are annualized.

(2)	Percentages are not annualized

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,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” and “predict,” and variations on such words, and similar expressions that reflect our current views with respect to future events and fund 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 Form

10-K

for the fiscal year ended September 30, 2019, as updated from time to time in the Trust’s Securities and Exchange Commission filings.

Trust Overview

The World Gold Trust (the “Trust”) was formed as a Delaware statutory trust on August 27, 2014. The Trust consists of multiple series (each, a “Fund” and collectively, the “Funds”). Each Fund issues common units of beneficial interest that represent units of fractional undivided beneficial interest in and ownership of such Fund. The term of the Trust and each Fund is perpetual (unless terminated earlier in certain circumstances). The Trust was organized in separate series as a Delaware statutory trust rather than as separate statutory trusts to achieve certain administrative and other efficiencies. The Trust is sponsored by WGC USA Asset Management Company, LLC (the “Sponsor”).

The Trust established six separate series, of which only SPDR

Gold MiniShares

Trust (“GLDM”) is operational as of December 31, 2019. GLDM commenced operations on June 26, 2018. GLDM’s investment objective is for its shares (the “Shares”) to reflect the performance of the price of gold, less its expenses.

Gold is held by ICBC Standard Bank Plc (the “Custodian”) on behalf of GLDM.

Investing in the Shares does not insulate the investor from risks, including price volatility. The following chart illustrates the movement in the market price of the Shares and NAV of the Shares against the corresponding gold price (per 1/100 of an oz. of gold) since the day the Shares first began trading on the NYSE Arca:

Share price & NAV v. gold price – June 26, 2018 to December 31, 2019

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Critical Accounting Policy

Valuation of Gold, Definition of NAV

GLDM values the investment in gold bullion at fair value. BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (the “Administrator”), will value any gold bullion held by GLDM on the basis of the price of an ounce of gold as determined by ICE Benchmark Administration Limited. In determining the NAV, the Administrator will value the gold bullion held by GLDM on the basis of the LBMA Gold Price PM. The Administrator will calculate the NAV on each day the NYSE Arca is open for regular trading, at the earlier LBMA Gold Price PM for the day or 12:00 PM New York time. If no LBMA Gold Price (AM or 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 will be used in the determination of the NAV, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. Gold held by GLDM is reported at fair value on the Statement of Financial Condition.

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

Results of Operations

In the three months ended December 31, 2019, 7,100,000 Shares (71 Creation Units) were created in exchange for 70,827.1 ounces of gold, 3,400,000 Shares (34 Creation Units) were redeemed in exchange for 33,911.7 ounces of gold and 323.9 ounces of gold were sold to pay Sponsor fees. For accounting purposes, GLDM reflects creations and redemptions on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of gold is received. Upon a redemption, GLDM delivers gold upon receipt of Shares. These creations were completed in the normal course of business.

At December 31, 2019, the Custodian held 739,106.2 ounces of gold in its vault, 100% of which is allocated gold in the form of good delivery gold bars with a market value of $1,125,659,336 (cost — $984,046,112). Subcustodians did not hold any gold in their vaults on behalf of GLDM.

At September 30, 2019, the Custodian held 697,523.6 ounces of gold in its vault, 100% of which is allocated gold in the form of good delivery gold bars with a market value of $1,036,031,998 (cost — $916,789,900). Subcustodians did not hold any gold in their vaults on behalf of GLDM.

On September 19, 2019, Inspectorate International Limited concluded the annual full count of GLDM’s gold bullion held by the Custodian. On October 2, 2019, Inspectorate International Limited concluded reconciliation procedures from September 19, 2019 through September 30, 2019. The results can be found on www.spdrgoldshares.com.

Cash Resources and Liquidity

At December 31, 2019, GLDM did not have any cash balances. When selling gold to pay expenses, GLDM endeavors to sell the exact amount of gold needed to pay expenses in order to minimize GLDM’s holdings of assets other than gold or any gold receivable. As a consequence, we expect that GLDM will not record any net cash flow from its operations and that its 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 Shares, it is important to understand the recent movements in the price of gold. However, past movements in the price of gold are not indicators of future movements.

Table of Contents

The following chart shows movements in the price of gold based on the LBMA Gold Price PM in U.S. dollars per ounce over the period from June 26, 2018 (the first date the Shares began trading on the NYSE Arca) to December 31, 2019.

Daily Gold Price – June 26, 2018 – December 31, 2019

LBMA Gold Price PM USD

The average, high, low and

end-of-period

gold prices for the three- and twelve-month periods from June 30, 2018 through December 31, 2019, based on the LBMA Gold Price PM were:


Period	Average		High		Date		Low		Date		End of Period		Last Day of Period

Three months 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

Three months to September 30, 2018	$	1,213.19	$	1,262.05		Jul 9, 2018	$	1,178.40		Aug 17, 2018	$	1,187.25		Sep 28, 2018

Three months to December 31, 2018	$	1,226.28	$	1,279.00		Dec 28, 2018	$	1,185.55		Oct 9, 2018	$	1,281.65		Dec 31, 2018	(1)

Three months to March 31, 2019	$	1,303.79	$	1,343.75		Feb 20, 2019	$	1,279.55		Jan 21, 2019	$	1,295.40		Mar 29, 2019

Three months to June 30, 2019	$	1,309.39	$	1,431.40		Jun 25, 2019	$	1,269.50		Apr 23, 2019	$	1,409.00		Jun 28, 2019

Three months to September 30, 2019	$	1,472.47	$	1,546.10		Sep 4, 2019	$	1,388.65		Jul 5, 2019	$	1,485.30		Sep 30, 2019

Three months to December 31, 2019	$	1,480.96	$	1,517.10		Oct 3, 2019	$	1,452.05		Nov 12, 2019	$	1,523.00		Dec 31, 2019	(1)


Twelve months ended December 31, 2019	$	1,392.60	$	1,546.10		Sep 4, 2019	$	1,269.50		Apr 23, 2019	$	1,523.00		Dec 31, 2019	(1)

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(1)

There was no LBMA Gold Price PM on the last business day of December 2019 or 2018. The LBMA Gold Price AM on the last business day of December 2019 and 2018 was $1,523.00 and $1,281.65, respectively. The Net Asset Value of GLDM on December 31, 2019 and 2018 was calculated using the LBMA Gold Price AM.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

GLDM is a passive investment vehicle. Fluctuations in the value of gold bullion will affect the value of Shares which are designed to reflect the performance of the price of gold bullion, less GLDM’s expenses.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

The duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report. Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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.

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 GLDM’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of GLDM 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 Exchange Act on behalf of GLDM 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 that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

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

PART II - OTHER INFORMATION:

Item 1.

Legal Proceedings

None.

Item 1A.

Risk Factors

You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form

10-K

for the year ended September 30, 2019, 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 2019 Annual Report on Form

10-K.

The risks described in our Annual Report on Form

10-K

are not the only risks facing the Trust. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

b)	Not applicable.

c)	Not applicable.

Since GLDM commenced operations on June 26, 2018, and in the period from then to December 31, 2019, 81,900,000 Shares (819 Creation Units) were created in exchange for 818,002.2 ounces of gold and 7,300,000 Shares (73 Creation Units) were redeemed in exchange for 72,842.2 ounces of gold.


Period	Total Number of Shares Redeemed		Average Ounces of Gold Per Share
10/01/19 to 10/31/19		—		—
11/01/19 to 11/30/19		—		—
12/01/19 to 12/31/19		3,400,000		.00997

Total		3,400,000		.00997

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

The exhibits listed on the accompanying Exhibit Index, and such Exhibit Index, are filed or incorporated by reference as a part of this report.


December 31, 2019	Ounces of gold		Cost		Fair Value		% of Net Assets
(unaudited)
Investment in Gold		739.1	$	984,046	$	1,125,660		99.34	%

Total Investments			$	984,046	$	1,125,660		99.34	%
Assets in excess of liabilities						7,426		0.66	%

Net Assets					$	1,133,086		100.00	%


December 31, 2019	Ounces of gold		Cost		Fair Value		% of Net Assets
(unaudited)
Investment in Gold		739.1	$	984,046	$	1,125,660		99.34	%

Total Investment			$	984,046	$	1,125,660		99.34	%
Assets in excess of liabilities						7,426		0.66	%

Net Assets					$	1,133,086		100.00	%


Exhibit No.		Description of Exhibit

	4.1.1	Amendment No. 1 to the Fourth Amended and Restated Agreement and Declaration of Trust of World Gold Trust dated February 6, 2020 between WGC USA Asset Management Company, LLC, as sponsor, and Delaware Trust Company, as trustee.

	31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019.

	31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019.

	32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019.

	32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended to December 31, 2019.

	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

	104.1	Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.


		WGC USA Asset Management Company, LLC Sponsor of the World Gold Trust (Registrant)

		By:		/s/ Joseph R. Cavatoni
				Joseph R. Cavatoni
				Principal Executive Officer

		By:		/s/ Laura S. Melman
				Laura S. Melman
				Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)


PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Combined Statements of Financial Condition of World Gold Trust at December 31, 2019 (unaudited) and September 30, 2019	1
	Combined Schedules of Investment of World Gold Trust at December 31, 2019 (unaudited) and September 30, 2019	2
	Unaudited Combined Statements of Operations of World Gold Trust for the three months ended December 31, 2019 and 2018	3
	Unaudited Combined Statements of Cash Flows of World Gold Trust for the three months ended December 31, 2019 and 2018	4
	Unaudited Combined Statements of Changes in Net Assets of World Gold Trust for the three months ended December 31, 2019 and 2018	5
	Statements of Financial Condition of SPDR® Gold MiniSharesSM Trust at December 31, 2019 (unaudited) and September 30, 2019	6
	Schedules of Investment of SPDR® Gold MiniSharesSM Trust at December 31, 2019 (unaudited) and September 30, 2019	7
	Unaudited Statements of Operations of SPDR® Gold MiniSharesSM Trust for the three months ended December 31, 2019 and 2018	8
	Unaudited Statements of Cash Flows of SPDR® Gold MiniSharesSM Trust for the three months ended December 31, 2019 and 2018	9
	Unaudited Statements of Changes in Net Assets of SPDR® Gold MiniSharesSM Trust for the three months ended December 31, 2019 and 2018	10
	Notes to the Unaudited Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION		20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	2 1
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2 1
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		23


September 30, 2019	Ounces of gold		Cost		Fair Value		% of Net Assets
Investment in Gold		697.5	$	916,790	$	1,036,032		98.60	%

Total Investments			$	916,790	$	1,036,032		98.60	%
Assets in excess of liabilities						14,671		1.40	%

Net Assets					$	1,050,703		100.00	%