Franklin Templeton Holdings Trust 10-Q, filed Aug 12, 2022
Franklin Templeton Holdings Trust (FGDL)
About this 10-Q
Franklin Templeton Holdings Trust filed this 10-Q on August 12, 2022, covering the quarter ended June 30, 2022.
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-Accelerated Filer |
☒ | Smaller Reporting Company | ||||
| Emerging Growth Company | ||||||
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Item 1. |
Unaudited Financial Statements. |
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7 |
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June 30, 2022 |
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(Unaudited) |
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Assets |
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Investment in gold, at fair value (a) |
$ | |||
Total assets |
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Liabilities |
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Sponsor’s fee payable |
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Commitments and contingent liabilities (Note 7) |
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Total liabilities |
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Net assets |
$ | |||
Shares issued and outstanding (b) |
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Net asset value per Share |
$ | |||
| (a) | Cost of investment in gold bullion: $ |
| (b) | No par value, unlimited amount authorized. |
Ounces of Gold |
Cost |
Fair Value |
% of Net Assets |
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Investment in gold |
$ | $ | % | |||||||||||||
Total investments |
$ | $ | % | |||||||||||||
Liabilities in excess of other assets |
( |
) | ( |
)% (a) | ||||||||||||
Net assets |
$ | % | ||||||||||||||
| (a) | Rounds to less than (0.01)%. |
For the period from May 24, 2022 (Date of inception) to June 30, 2022 |
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(Unaudited) |
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Expenses |
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Sponsor’s fee |
$ | |||
Total expenses |
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Net investment loss |
( |
) | ||
Net realized and change in unrealized gain (loss) on investment in gold |
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Net change in unrealized appreciation (depreciation) on investment in gold |
( |
) | ||
Net realized and change in unrealized gain (loss) on investment in gold |
( |
) | ||
Net increase (decrease) in net assets resulting from operations |
$ | ( |
) | |
Net increase (decrease) in net assets per Share (a) |
$ | ( |
) | |
(a) |
Net increase (decrease) in net assets per Share based on average shares outstanding during the period. |
For the period from May 24, 2022 (Date of inception) to June 30, 2022 |
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(Unaudited) |
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| Cash Flows from Operating Activities: |
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| Proceeds from gold bullion sold to pay expenses |
$ | |||
| Expenses – Sponsor’s fees paid |
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| Net cash provided by operating activities |
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| Increase (decrease) in cash |
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| Cash, beginning of period |
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| Cash, end of period |
$ | |||
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| Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities: |
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| Net increase (decrease) in net assets resulting from operations |
$ | ( |
) | |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: |
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| Proceeds from gold bullion sold to pay expenses |
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| Net realized (gain) loss |
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| Net change in unrealized appreciation/depreciation |
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| Change in operating assets and liabilities: |
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| Sponsor’s fees payable |
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| Net cash provided by (used in) operating activities |
$ | |||
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| Supplemental disclosure of non-cash information: |
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| Gold bullion contributed for Shares issued |
$ | |||
| Gold bullion distributed for Shares redeemed |
$ | |||
For the period from May 24, 2022 (Date of inception) to June 30, 2022 |
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(Unaudited) |
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| Net assets, beginning of period |
$ | |||
| Operations: |
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| Net investment loss |
( |
) | ||
| Net change in unrealized appreciation (depreciation) on investment in gold bullion |
( |
) | ||
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| Net decrease in net assets resulting from operations |
( |
) | ||
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| Capital Share Transactions: |
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| Contributions for Shares issued |
(a) | |||
| Distributions for Shares redeemed |
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| Net increase in net assets from capital share transactions |
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| Net assets, end of period |
$ | |||
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(a) |
The amount represents the initial deposit in exchange for Seed Creation Units. |
Shares |
Amount |
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| Balance at May 24, 2022* |
$ |
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| Creation of Shares |
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| Redemption of Shares |
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| Balance at June 30, 2022 |
$ |
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* |
The date represents the Initial Seed Creatio n. |
Amount in ounces |
Amount in US$ |
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| Balance at May 24, 2022* |
$ | |||||||
| Gold received for the creation of Shares |
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| Gold distributed for the redemption of Shares |
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| Net realized gain (loss) from gold transferred to pay expenses |
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| Net change in unrealized appreciation (depreciation) on investment in gold |
( |
) | ||||||
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| Balance at June 30, 2022 |
$ | |||||||
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* |
The date represents the Initial Seed Creation. |
| Per Share Performance (for a Share outstanding throughout each period presented) |
For the period from May 24, 2022 (Date of inception) to June 30, 2022 |
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(Unaudited) |
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| Net asset value per Share, beginning of period |
$ | (a) | ||
| |
|
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| Net investment loss (b) |
( |
) (c) | ||
| Net realized and unrealized gain (loss) on investment in gold |
( |
) | ||
| |
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| Net change in net assets from operations |
( |
) | ||
| |
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| Net asset value per Share, end of period |
$ | |||
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| Total return, at net asset value (d) |
( |
)% | ||
| Ratio to average net assets (e) |
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| Net investment loss |
( |
)% | ||
| Net expenses |
% | |||
| (a) | The amount represents the initial Seed Creation. |
| (b) | Calculated using average Shares outstanding. |
| (c) | Amount represents less than $0.01. |
| (d) | Calculation based on the change in net asset value of a Share during the period. Total return for periods of less than a year are not annualized. |
| (e) | Annualized. |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
Item 4. |
Controls and Procedures. |
Item 1. |
Legal Proceedings. |
Item 1A. |
Risk Factors. |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
Item 3. |
Defaults Upon Senior Securities. |
Item 4. |
Mine Safety Disclosures. |
Item 5. |
Other Information. |
Item 6. |
Exhibits. |
| Exhibit No. |
Description of Exhibit | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| * | Filed herewith |
| By: | /s/ David Mann* | |
| David Mann | ||
| President and Chief Executive Officer | ||
| (serving in the capacity of principal executive officer) | ||
| By: | /s/ Matthew Hinkle* | |
| Matthew Hinkle | ||
| Chief Financial Officer | ||
| (serving in the capacity of principal financial officer) | ||
| * | The registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant. |
Exhibit 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
I, David Mann, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Franklin Templeton Holdings Trust (the “Trust” or “registrant”) with respect to its series, Franklin Responsibly Sourced Gold ETF (the “Fund”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ David Mann | |
| David Mann* | ||
| President and Chief Executive Officer | ||
| (serving in the capacity of principal executive officer) |
Date: August 12, 2022
| * | The registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant. |
Exhibit 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
I, Matthew Hinkle, certify that:
| 1. | I have reviewed this Quarterly Report Form 10-Q of Franklin Templeton Holdings Trust (the “Trust” or “registrant”) with respect to its series, Franklin Responsibly Sourced Gold ETF (the “Fund”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| By: | /s/ Matthew Hinkle | |
| Matthew Hinkle* | ||
| Chief Financial Officer | ||
| (serving in the capacity of principal financial officer) |
Date: August 12, 2022
| * | The registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant. |
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Report”) of Franklin Templeton Holdings Trust (the “Registrant”) with respect to its series, Franklin Responsibly Sourced Gold ETF (the “Fund”) as filed with the U.S. Securities and Exchange Commission on the date hereof, I, David Mann, the Principal Executive Officer of the Sponsor of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| By: | /s/ David Mann | |
| David Mann* | ||
| President and Chief Executive Officer | ||
| (serving in the capacity of principal executive officer) |
Date: August 12, 2022
| * | The Registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant. |
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with this Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Report”) of Franklin Templeton Holdings Trust (the “Registrant”) with respect to its series, Franklin Responsibly Sourced Gold ETF (the “Fund”) as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Matthew Hinkle, the Principal Financial Officer of the Sponsor of the Registrant, hereby certify, to the best of my knowledge, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| By: | /s/ Matthew Hinkle | |
| Matthew Hinkle* | ||
| Chief Financial Officer | ||
| (serving in the capacity of principal financial officer) |
Date: August 12, 2022
| * | The Registrant is a trust and the person is signing in his capacity as an officer of Franklin Holdings, LLC, the Sponsor of the registrant. |