tctr_10q.htm
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 June 30, 2020 .
OR
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
Commission File Number: 001-34765
Teucrium Commodity Trust
(Exact name of registrant as specified in its charter)
Delaware
27-0724963
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Three Main Street, Suite 215
Burlington , VT 05401
(Address of principal executive offices) (Zip code)
( 802 ) 540-0019
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by a 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 ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.
Total Number of Outstanding Shares as of August 6, 2020
Teucrium Corn Fund
7,375,004
Teucrium Sugar Fund
1,875,004
Teucrium Soybean Fund
4,750,004
Teucrium Wheat Fund
9,600,004
Teucrium Agricultural Fund
62,502
TEUCRIUM COMMODITY TRUST
Table of Contents
Page
Part I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
105
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
141
Item 4.
Controls and Procedures
144
Part II. OTHER INFORMATION
Item 1.
Legal Proceedings
145
Item 1A.
Risk Factors
145
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
163
Item 3.
Defaults Upon Senior Securities
166
Item 4.
Mine Safety Disclosures
166
Item 5.
Other Information
166
Item 6.
Exhibits
167
2
Part I. FINANCIAL INFORMATION
I tem 1. Financial Statements.
Index to Financial Statements
Documents
Page
TEUCRIUM COMMODITY TRUST
Combined Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
4
Combined Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
5
Combined Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
7
Combined Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
8
Combined Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
9
Notes to Combined Financial Statements
10
TEUCRIUM CORN FUND
Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
23
Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
24
Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
26
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
27
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
28
Notes to Financial Statements
29
TEUCRIUM SOYBEAN FUND
Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
41
Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
42
Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
44
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
45
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
46
Notes to Financial Statements
47
TEUCRIUM SUGAR FUND
Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
57
Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
58
Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
60
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
61
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
62
Notes to Financial Statements
63
TEUCRIUM WHEAT FUND
Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
74
Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
75
Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
77
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
78
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
79
Notes to Financial Statements
80
TEUCRIUM AGRICULTURAL FUND
Statements of Assets and Liabilities at June 30, 2020 (Unaudited) and December 31, 2019
91
Schedule of Investments at June 30, 2020 (Unaudited) and December 31, 2019
92
Statements of Operations (Unaudited) for the three and six months ended June 30, 2020 and 2019
94
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2020 and 2019
95
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2020 and 2019
96
Notes to Financial Statements
97
3
Table of Contents
T EUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash and cash equivalents
$ 196,778,163
$ 166,081,885
Receivable for investments sold
211,145
-
Interest receivable
4,378
250
Other assets
71,854
9,719
Equity in trading accounts:
Commodity futures contracts
925,680
7,712,856
Due from broker
18,141,740
4,252
Total equity in trading accounts
19,067,420
7,717,108
Total assets
$
216,132,960
$ 173,808,962
Liabilities
Management fee payable to Sponsor
129,083
141,898
Payable for purchases of commercial paper
7,495,500
-
Other liabilities
32,861
38,767
Capital shares payable
4,241,134
-
Equity in trading accounts:
Commodity futures contracts
4,747,706
581,574
Due to broker
-
5,140,126
Total equity in trading accounts
4,747,706
5,721,700
Total liabilities
16,646,284
5,902,365
Net Assets
$ 199,486,676
$ 167,906,597
The accompanying notes are an integral part of these financial statements.
4
Table of Contents
T EUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio 0.05% (cost $95,724,819)
$ 95,724,819
47.99 %
95,724,819
Blackrock Liquidity FedFund - Institutional Class 0.09% (cost $5,277,214)
5,277,214
2.65
Total money market funds (cost: $101,002,033)
$ 101,002,033
50.64 %
Principal Amount
Commercial Paper
BASF SE 1.34% (cost: $9,976,724 due: 7/06/2020)
$ 9,998,152
5.01 %
10,000,000
Bayer Corporation 2.15% (cost: $9,947,344 due: 7/27/2020)
9,984,618
5.01
10,000,000
CNH Industrial Capital LLC 2.01% (cost: $4,983,611 due: 7/17/2020)
4,995,556
2.50
5,000,000
FMC Technologies, Inc. 1.76% (cost: $9,973,022 due: 7/27/2020)
9,987,362
5.01
10,000,000
FMC Technologies, Inc. 1.51% (cost: $7,490,938 due: 7/01/2020)
7,500,000
3.76
7,500,000
FMC Technologies, Inc. 0.83% (cost: $2,498,444 due: 7/13/2020)
2,499,308
1.25
2,500,000
General Motors Financial Company, Inc.1.01% (cost: $4,987,516 due: 9/23/2020)
4,988,218
2.50
5,000,000
General Motors Financial Company, Inc.0.53% (cost: $4,998,381 due: 7/16/2020)
4,998,896
2.51
5,000,000
Hyundai Capital America, Inc. 0.56% (cost: $4,996,190 due: 8/14/2020)
4,996,578
2.50
5,000,000
Hyundai Capital America, Inc.0.54% (cost: $7,495,500 due: 8/10/2020)
7,495,500
3.76
7,500,000
Jabil Inc.0.61% (cost: $4,994,070 due: 8/28/2020)
4,994,959
2.50
5,000,000
Jabil Inc.0.75% (cost: $9,992,918 due: 7/08/2020)
9,998,541
5.01
10,000,000
The Dow Chemical Company1.00% (cost: $4,987,917 due: 8/24/2020)
4,992,500
2.50
5,000,000
Walgreens Boots Alliance, Inc. 0.43% (cost: $4,995,880 due: 8/24/2020)
4,996,776
2.50
5,000,000
WGL Holdings, Inc.0.60% (cost: $2,498,000 due: 7/22/2020)
2,499,125
1.25
2,500,000
Total Commercial Paper (cost: $94,816,455)
$ 94,926,089
47.57 %
Total cash equivalents
$ 195,928,122
98.21 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures DEC21 (1,658 contracts)
$ 510,002
0.26
$ 30,921,700
United States soybean futures contracts
CBOT soybean futures JAN21 (383 contacts)
322,552
0.16
16,942,963
United States sugar futures contracts
ICE sugar futures MAY21 (194 contracts)
24,439
0.01
2,666,026
ICE sugar futures MAR22 (227 contracts)
68,687
0.03
3,089,016
Total commodity futures contracts
$ 925,680
0.46 %
$ 53,619,705
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures SEP20 (1,812 contracts)
$ 435,054
0.22 %
$ 30,939,900
CBOT corn futures DEC20 (1,513 contracts)
2,084,098
1.04
26,515,325
United States soybean futures contracts
CBOT soybean futures NOV20 (448 contracts)
150,837
0.08
19,762,400
CBOT soybean futures NOV21 (449 contracts)
49,371
0.02
19,582,012
United States sugar futures contracts
ICE sugar futures MAR21 (222 contracts)
212,606
0.11
3,122,918
United States wheat futures contracts
CBOT wheat futures SEP20 (655 contracts)
767,697
0.38
16,104,812
CBOT wheat futures DEC20 (553 contracts)
514,883
0.26
13,797,350
CBOT wheat futures DEC21 (605 contracts)
533,160
0.27
16,070,313
Total commodity futures contracts
$ 4,747,706
2.38 %
$ 145,895,030
Exchange-traded funds*
Shares
Teucrium Corn Fund
$ 260,585
0.13 %
21,008
Teucrium Soybean Fund
261,237
0.13
18,681
Teucrium Sugar Fund
262,901
0.13
45,924
Teucrium Wheat Fund
260,506
0.13
51,737
Total exchange-traded funds (cost $1,385,044)
$ 1,045,229
0.52 %
*The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.
The accompanying notes are an integral part of these financial statements.
5
Table of Contents
TEUCRIUM COMMODITY TRUST
C OMBINED SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio 1.50% (cost $3,060)
$ 3,060
0.00 %
3,060
Principal Amount
U.S. Treasury Obligations
U.S. Treasury Bills 1.53% (cost: $6,609,673 due 01/30/2020) (a)(b)
$ 6,611,271
3.94 %
6,619,000
Commercial Paper
Broadcom Inc. 2.01% (cost: $4,984,445 due 01/09/20)
$ 4,997,778
2.98 %
5,000,000
CNH Industrial Capital LLC 2.12% (cost: $4,975,210 due 01/10/20)
4,997,375
2.98
5,000,000
CNH Industrial Capital LLC 1.86% (cost: $4,987,924 due 01/06/20)
4,998,716
2.98
5,000,000
Energy Transfer Operating, L.P. 1.99% (cost: $4,987,626 due 01/31/20)
4,991,750
2.97
5,000,000
FMC Technologies, Inc. 1.93% (cost: $12,440,666 due 02/04/20)
12,477,333
7.43
12,500,000
FMC Technologies, Inc. 2.01% (cost: $4,977,779 due 03/06/20)
4,981,945
2.97
5,000,000
FMC Technologies, Inc. 1.86% (cost: $2,494,476 due 01/02/20)
2,499,872
1.49
2,500,000
General Motors Financial Company, Inc. 2.17% (cost: $2,486,562 due 01/02/20)
2,499,851
1.49
2,500,000
General Motors Financial Company, Inc. 2.15% (cost: $7,462,393 due 01/06/20)
7,497,782
4.47
7,500,000
General Motors Financial Company, Inc. 2.16% (cost: $9,947,094 due 01/15/20)
9,991,678
5.95
10,000,000
Jabil Inc. 2.15% (cost: $2,489,202 due 02/28/20)
2,491,421
1.48
2,500,000
Jabil Inc. 2.03% (cost: $2,488,637 due 02/28/20)
2,491,864
1.48
2,500,000
Royal Caribbean Cruises Ltd. 2.12% (cost: $4,975,500 due 01/09/20)
4,997,666
2.98
5,000,000
Total Commercial Paper (total cost: $69,697,514)
$ 69,915,031
41.65 %
Total Cash Equivalents
$ 76,529,362
45.59 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY20 (1,334 contracts)
$ 583,610
0.35 %
$ 26,329,825
CBOT corn futures JUL20 (1,126 contracts)
781,445
0.47
22,576,300
United States soybean futures contracts
CBOT soybean futures MAR20 (207 contracts)
345,319
0.21
9,889,425
CBOT soybean futures MAY20 (175 contracts)
247,987
0.15
8,476,563
CBOT soybean futures NOV20 (200 contracts)
338,590
0.20
9,787,500
United States sugar futures contracts
ICE sugar futures MAY20 (284 contracts)
88,865
0.05
4,306,803
ICE sugar futures JUL20 (241 contracts)
223,677
0.13
3,687,107
ICE sugar futures MAR21 (268 contracts)
34,887
0.02
4,316,301
United States wheat futures contracts
CBOT wheat futures MAY20 (650 contracts)
2,113,350
1.26
18,256,875
CBOT wheat futures JUL20 (556 contracts)
892,498
0.53
15,665,300
CBOT wheat futures DEC20 (634 contracts)
2,062,628
1.23
18,314,675
Total commodity futures contracts
$ 7,712,856
4.60 %
$ 141,606,674
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures DEC20 (1,308 contracts)
$ 581,574
0.35 %
$ 26,323,500
Exchange-traded funds*
Shares
Teucrium Corn Fund
$ 360,286
0.21 %
24,308
Teucrium Soybean Fund
371,397
0.22
23,431
Teucrium Sugar Fund
373,786
0.22
53,124
Teucrium Wheat Fund
371,411
0.22
63,637
Total exchange-traded funds (cost $1,908,649)
$ 1,476,880
0.87 %
*The Trust eliminates the shares owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities due to the fact that these represent holdings of the Underlying Funds owned by the Teucrium Agricultural Fund, which are included as shares outstanding of the Underlying Funds.
(a) Discount yield at the time of purchase inclusive of collateral fees.
(b) The security is held by the broker as collateral for open futures contracts.
The accompanying notes are an integral part of these financial statements.
6
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T EUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized loss on commodity futures contracts
$ ( 7,587,383 )
$ ( 7,714,964 )
$ ( 9,277,336 )
$ ( 12,321,045 )
Net change in unrealized appreciation (depreciation) on commodity futures contracts
1,512,207
17,277,425
( 10,953,308 )
12,600,695
Interest income
348,584
1,101,771
989,116
2,087,816
Total (loss) income
( 5,726,592 )
10,664,232
( 19,241,528 )
2,367,466
Expenses
Management fees
356,401
412,685
740,764
779,348
Professional fees
467,596
333,153
758,485
635,234
Distribution and marketing fees
624,765
729,998
1,278,946
1,297,194
Custodian fees and expenses
106,162
89,371
184,034
173,420
Business permits and licenses fees
67,067
22,360
108,944
54,306
General and administrative expenses
125,363
81,706
176,273
145,425
Brokerage commissions
-
13,144
-
41,273
Other expenses
6
7,661
25
15,562
Total expenses
1,747,360
1,690,078
3,247,471
3,141,762
Expenses waived by the Sponsor
( 243,764 )
( 98,526 )
( 417,017 )
( 232,643 )
Total expenses, net
1,503,596
1,591,552
2,830,454
2,909,119
Net (loss) income
$ ( 7,230,188 )
$ 9,072,680
$ ( 22,071,982 )
$ ( 541,653 )
The accompanying notes are an integral part of these financial statements.
7
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T EUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net loss
$ (22,071,982 )
$ (541,653 )
Capital transactions
Issuance of Shares
85,735,034
61,931,985
Redemption of Shares
( 32,294,893 )
( 13,611,950 )
Net change in the cost of the Underlying Funds
211,920
1,339
Total capital transactions
53,652,061
48,321,374
Net change in net assets
31,580,079
47,779,721
Net assets, beginning of period
167,906,597
150,251,160
Net assets, end of period
$ 199,486,676
$ 198,030,881
The accompanying notes are an integral part of these financial statements.
8
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T EUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net loss
$ ( 22,071,982 )
$ ( 541,653 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation (depreciation) on commodity futures contracts
10,953,308
( 12,600,695 )
Changes in operating assets and liabilities:
Due from broker
( 18,137,488 )
10,842,595
Interest receivable
( 4,128 )
( 1,038 )
Receivable for investments sold
( 211,145 )
-
Other assets
( 62,135 )
( 205,580 )
Due to broker
( 5,140,126 )
10,217,018
Management fee payable to Sponsor
( 12,815 )
22,323
Payable for purchases of commercial paper
7,495,500
( 14,951,548 )
Other liabilities
( 5,906 )
( 9,524 )
Net cash used in operating activities
( 27,196,917 )
( 7,228,102 )
Cash flows from financing activities:
Proceeds from sale of Shares
85,735,034
61,931,985
Redemption of Shares
( 28,053,759 )
( 13,611,950 )
Net change in cost of the Underlying Funds
211,920
1,339
Net cash provided by financing activities
57,893,195
48,321,374
Net change in cash and cash equivalents
30,696,278
41,093,272
Cash and cash equivalents beginning of period
166,081,885
159,250,322
Cash and cash equivalents end of period
$ 196,778,163
$ 200,343,594
The accompanying notes are an integral part of these financial statements.
9
Table of Contents
N OTES TO COMBINED FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of five series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. Effective as of April 26, 2019, the Trust and the Funds operate pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
On June 7, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on May 1, 2020. The registration statement for CORN registered an additional 10,000,000 shares.
On June 13, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $ 2,500,000 , for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 30, 2018. The registration statements for SOYB and CANE registered an additional 5,000,000 shares each. The current registration statement for WEAT was declared effective on April 29, 2019. This registration statement for WEAT registered an additional 30,000,000 shares.
On February 10, 2012, the Form S-1 for TAGS was declared effective by the SEC. On March 27, 2012, six Creation Baskets for TAGS were issued representing 300,000 shares and $ 15,000,000 . TAGS began trading on the NYSE Arca on March 28, 2012. The current registration statement for TAGS was declared effective by the SEC on April 30, 2018.
The Sponsor is a member of the National Futures Association (the "NFA") and became a commodity pool operator ("CPO") registered with the Commodity Futures Trading Commission (the "CFTC") effective November 10, 2009. The Sponsor registered as a Commodity Trading Advisor ("CTA") with the CFTC effective September 8, 2017.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor (“Sponsor”) may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the combined statements of operations. A summary of these expenses is included below.
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The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the combined statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the combined statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the combined statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services. This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below:
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Amount Recognized for Custody Services
$ 106,162
$ 89,371
$ 184,034
$ 173,420
Amount of Custody Services Waived
$ 2,607
$ 5,951
$ 15,342
$ 19,567
Amount Recognized for Distribution Services
$ 35,719
$ 35,502
$ 79,422
$ 73,407
Amount of Distribution Services Waived
$ 1,005
$ 2,294
$ 2,475
$ 3,900
Amount Recognized for Brokerage Commissions
$ -
$ 13,144
$ -
$ 41,272
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 22,500
$ -
$ 45,000
$ -
Amount of TCP Waived
$ 1,647
$ -
$ 1,777
$ -
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on a combined basis in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification and include the accounts of the Trust, CORN, CANE, SOYB, WEAT and TAGS. Refer to the accompanying separate financial statements for each Fund for more detailed information. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, SOYB, CANE, WEAT, and TAGS except for eliminations for TAGS as explained below for the months during which each Fund was in operation.
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Given the investment objective of TAGS as described in Note 1 above, TAGS will buy, sell and hold, as part of its normal operations, shares of the four Underlying Funds. The Trust eliminates the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its combined statements of operations. The combined statements of changes in net assets and cash flows present a net presentation of the purchases and sales of the Underlying Funds of TAGS.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the combined statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the combined statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the combined statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the combined statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the combined financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilities and in cash and cash equivalents cash on the combined statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the combined statements of operations as unrealized losses attributed to brokerage commissions as of June 30, 2020.
CORN
SOYB
CANE
WEAT
TAGS
TRUST
Unrealized Loss Attributed to Brokerage Commissions
$ 19,575
$ 5,144
$ 2,574
$ 6,165
$ -
$ 33,458
Total Brokerage Commissions paid including unrealized loss
$ 40,422
$ 10,145
$ 8,243
$ 14,159
$ 1
$ 72,970
Income Taxes
The Trust is organized and will be operated as a Delaware statutory trust. For federal income tax purposes, each Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. Each Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. Therefore, the Funds do not record a provision for income taxes because the shareholders report their share of a Fund’s income or loss on their income tax returns. The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.
The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Funds file income tax returns in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Funds remain subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets. Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018, and 2017. However, the Funds’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Funds recognize interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and six months ended June 30, 2020 and 2019.
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The Funds may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets from each Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (EST) time on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
There are a minimum number of baskets and associated Shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. If a Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser. These minimum levels are as follows:
CORN: 50,000 shares representing 2 baskets
SOYB: 50,000 shares representing 2 baskets
CANE: 50,000 shares representing 2 baskets
WEAT: 50,000 shares representing 2 baskets
TAGS: 50,000 shares representing 4 baskets
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the combined statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the combined statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invested a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
June 30,
2020
December 31,
2019
Money Market Funds
$ 101,002,033
$ 3,060
Demand Deposit Savings Accounts
850,041
89,552,523
Commercial Paper
94,926,089
69,915,031
Treasury Bills
-
6,611,271
Total cash and cash equivalents as presented on the combined Statement of Assets and Liabilities
$ 196,778,163
$ 166,081,885
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Payable for Purchases of Commercial Paper
The amount recorded by the Trust for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
Due from/to Broker
The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records, and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Funds’ clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Funds’ trading, the Funds (and not their shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. From inception through September 11, 2019, the principal broker through which the Trust and TAGS can execute securities transaction for TAGS was the Bank of New York Mellon Capital Markets. Effective September 11, 2019, the principal broker through which the Trust and TAGS can execute securities transactions for TAGS is U.S. Bank N.A.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA (formerly the National Association of Securities Dealers) or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
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These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the combined statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Trust and the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Trust and the Funds. Such expenses are primarily included as distribution and marketing fees.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 481,113
$ 426,792
$ 1,072,237
$ 1,117,600
Waived Related Party Transactions
$ 84,225
$ 39,877
$ 184,907
$ 76,557
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period.
CORN
SOYB
CANE
WEAT
TAGS
TRUST
Three months ended June 30, 2020
$ 108,468
$ 47,076
$ 76,539
$ -
$ 11,681
$ 243,764
Three months ended June 30, 2019
$ -
$ 33,391
$ 57,954
$ -
$ 7,181
$ 98,526
Six months ended June 30, 2020
$ 195,575
$ 77,047
$ 113,892
$ -
$ 30,503
$ 417,017
Six months ended June 30, 2019
$ 5,639
$ 96,303
$ 99,436
$ 2,500
$ 28,765
$ 232,643
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Trust uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 futures contracts held by CORN, SOYB, CANE and WEAT, the securities of the Underlying Funds held by TAGS, and any other securities held by any Fund, together referenced throughout this filing as “financial instruments.” Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
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Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Trust’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Trust uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On June 30, 2020 and December 31, 2019, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Funds consider the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy, except for the DEC21 CBOT Wheat contracts held by WEAT which are reflected as a Level 2 investment due to the quarterly average daily volume for the contract for the quarter ended June 30, 2020.
The Funds and the Trust record their derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts), which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Investments in the securities of the Underlying Funds are freely traded and listed on the NYSE Arca. These investments are valued at the NAV of the Underlying Fund as of the valuation date as calculated by the administrator based on the exchange-quoted prices of the commodity futures contracts held by the Underlying Fund.
Expenses
Expenses are recorded using the accrual method of accounting.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, but the amendment is not expected to have a material impact on the financial statements of the Trust or the Funds.
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The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Funds.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
Note 4 - Fair Value Measurements
The Trust’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Trust’s significant accounting policies in Note 3. The following table presents information about the Trust’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Cash Equivalents
$ 195,928,122
$ -
$ -
$ 195,928,122
Commodity Futures Contracts
Corn futures contracts
510,002
-
-
510,002
Soybean futures contracts
322,552
-
-
322,552
Sugar futures contracts
93,126
-
-
93,126
Total
$ 196,853,802
$ -
$ -
$ 196,853,802
Liabilities
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Commodity Futures Contracts
Corn futures contracts
$ 2,519,152
$ -
$ -
$ 2,519,152
Soybean futures contracts
200,208
-
-
200,208
Sugar futures contracts
212,606
-
-
212,606
Wheat futures contracts
1,282,580
533,160
-
1,815,740
Total
$ 4,214,546
$ 533,160
$ -
$ 4,747,706
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December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
$ 76,529,362
$ -
$ -
$ 76,529,362
Commodity Futures Contracts
Corn futures contracts
1,365,055
-
-
1,365,055
Soybean futures contracts
931,896
-
-
931,896
Sugar futures contracts
347,429
-
-
347,429
Wheat futures contracts
5,068,476
-
-
5,068,476
Total
$ 84,242,218
$ -
$ -
$ 84,242,218
Liabilities
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Commodity Futures Contracts
Corn futures contracts
$ 581,574
$ -
$ -
$ 581,574
For the period ending June 30, 2020 and year ended December 31, 2019, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy, except for the DEC21 CBOT Wheat contracts held by WEAT which are reflected as a Level 2 investment due to the quarterly average daily volume for the contract.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds’ derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counter-party risk due to inability of its counterparties to meet the terms of their contracts. For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Funds invested only in commodity futures contracts specifically related to each Fund.
Futures Contracts
The Funds are subject to commodity price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by each Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by each Fund. Futures contracts may reduce the Funds’ exposure to counter-party risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to each Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of June 30, 2020 and December 31, 2019.
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Offsetting of Financial Assets and Derivative Assets as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Corn futures contracts
$ 510,002
$ -
$ 510,002
$ 510,002
$ -
$ -
Soybean futures contracts
$ 322,552
$ -
$ 322,552
$ 200,208
$ -
$ 122,344
Sugar futures contracts
$ 93,126
$ -
$ 93,126
$ 93,126
$ -
$ -
Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Corn futures contracts
$ 2,519,152
$ -
$ 2,519,152
$ 510,002
$ 2,009,150
$ -
Soybean futures contracts
$ 200,208
$ -
$ 200,208
$ 200,208
$ -
$ -
Sugar futures contracts
$ 212,606
$ -
$ 212,606
$ 93,126
$ 119,480
$ -
Wheat futures contracts
$ 1,815,740
$ -
$ 1,815,740
$ -
$ 1,815,740
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Corn futures contracts
$ 1,365,055
$ -
$ 1,365,055
$ 581,574
$ -
$ 783,481
Soybean futures contracts
$ 931,896
$ -
$ 931,896
$ -
$ 643,808
$ 288,088
Sugar futures contracts
$ 347,429
$ -
$ 347,429
$ -
$ 237,908
$ 109,521
Wheat futures contracts
$ 5,068,476
$ -
$ 5,068,476
$ -
$ 4,258,410
$ 810,066
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Corn futures contracts
$ 581,574
$ -
$ 581,574
$ 581,574
$ -
$ -
The following is a summary of realized and unrealized gains (losses) of the derivative instruments utilized by the Trust:
Three months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation (Depreciation) on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 5,200,091 )
$ 4,223,848
Soybean futures contracts
( 861,903 )
1,484,213
Sugar futures contracts
( 1,239,596 )
1,689,036
Wheat futures contracts
( 285,793 )
( 5,884,890 )
Total commodity futures contracts
$ (7,587,383 )
$ 1,512,207
Three months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation (Depreciation) on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 2,187,325 )
$ 6,531,538
Soybean futures contracts
( 1,187,050 )
1,746,950
Sugar futures contracts
( 68,701 )
( 269,125 )
Wheat futures contracts
( 4,271,888 )
9,268,062
Total commodity futures contracts
$ (7,714,964 )
$ 17,277,425
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Six months ended June 30, 2020
Realized (Loss) Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 6,779,194 )
$ ( 2,792,631 )
Soybean futures contracts
( 1,718,118 )
( 809,552 )
Sugar futures contracts
( 947,539 )
( 466,909 )
Wheat futures contracts
167,515
( 6,884,216 )
Total commodity futures contracts
$ (9,277,336 )
$ (10,953,308 )
Six months ended June 30, 2019
Realized
(Loss) Gain on
Commodity
Futures
Contracts
Net Change in Unrealized
Appreciation (Depreciation) on Commodity
Futures
Contracts
Commodity Price
Corn futures contracts
$ ( 3,093,050 )
$ 4,416,538
Soybean futures contracts
( 1,153,412 )
1,242,075
Sugar futures contracts
292,667
( 209,093 )
Wheat futures contracts
( 8,367,250 )
7,151,175
Total commodity futures contracts
$ (12,321,045 )
$ 12,600,695
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for the futures contracts held was $ 161.5 million and $ 175.1 million for the three months ended June 30, 2020 and 2019 and $ 154.9 million and $ 160.3 million for the six months ended June 30, 2020 and 2019.
Note 6 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.
Note 7 - Detail of the net assets and shares outstanding of the Funds that are a series of the Trust
The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:
June 30, 2020
Outstanding
Shares
Net Assets
Teucrium Corn Fund
7,125,004
$ 88,377,671
Teucrium Soybean Fund
4,025,004
56,286,250
Teucrium Sugar Fund
1,550,004
8,873,365
Teucrium Wheat Fund
9,125,004
45,946,643
Teucrium Agricultural Fund:
Net assets including the investment in the Underlying Funds
65,502
1,047,976
Less: Investment in the Underlying Funds
( 1,045,229 )
Net for the Fund in the combined net assets of the Trust
2,747
Total
$ 199,486,676
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December 31, 2019
Outstanding
Shares
Net Assets
Teucrium Corn Fund
5,075,004
$ 75,220,190
Teucrium Soybean Fund
1,775,004
28,135,131
Teucrium Sugar Fund
1,750,004
12,313,180
Teucrium Wheat Fund
8,950,004
52,236,196
Teucrium Agricultural Fund:
Net assets including the investment in the Underlying Funds
75,002
1,478,780
Less: Investment in the Underlying Funds
( 1,476,880 )
Net for the Fund in the combined net assets of the Trust
1,900
Total
$ 167,906,597
The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the quarter-ended June 30, 2020 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Trust and Funds other than those noted below:
Trust:
The impact of COVID-19 is evolving rapidly and such events can be highly disruptive to economies and markets. The impact of COVID-19 to the Trust and the Funds is described in more detail in Part 2 of this 10-Q.
On July 20, 2020, the Sponsor opened interest-bearing accounts for CORN, SOYB, CANE, and WEAT, with Capital One Bank through American Deposit Management Company. Balances in the accounts may at times exceed FDIC insurance limits.
CORN:
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
SOYB:
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
The total net assets for the fund increased by $ 14,654,476 , or 26 %, for the period June 30, 2020 through August 6, 2020. This was driven by a 25% increase in the shares outstanding and by a 0.5% increase in the net asset value per share. This is inclusive of a 300,000 share create that was placed on August 6, 2020, which created a receivable of $ 4,214,310 which settles August 7, 2020.
CANE:
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
The total net assets for the fund increased by $ 2,555,133 , or 29 %, for the period June 30, 2020 through August 6, 2020. This was driven by a 21% increase in the shares outstanding and by a 6 % increase in the net asset value per share.
WEAT:
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
TAGS:
Nothing to report.
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TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash and cash equivalents
$ 92,135,308
$ 74,521,123
Interest receivable
1,664
106
Other assets
48,494
-
Equity in trading accounts:
Commodity futures contracts
510,002
1,365,055
Due from broker
9,788,953
4,252
Total equity in trading accounts
10,298,955
1,369,307
Total assets
102,484,421
75,890,536
Liabilities
Management fee payable to Sponsor
53,543
65,233
Payable for purchases of commercial paper
7,495,500
-
Other liabilities
7,222
23,539
Capital shares payable
4,031,333
-
Equity in trading accounts:
Commodity futures contracts
2,519,152
581,574
Total liabilities
14,106,750
670,346
Net assets
$ 88,377,671
$ 75,220,190
Shares outstanding
7,125,004
5,075,004
Shares Authorized
16,650,000
10,125,000
Net asset value per share
$ 12.40
$ 14.82
Market value per share
$ 12.40
$ 14.80
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $41,818,901)
$ 41,818,901
47.32 %
41,818,901
Blackrock Liquidity FedFund - Institutional Class (cost $2,627,990)
2,627,990
2.97
2,627,990
Total money market funds (cost: $44,446,891)
$ 44,446,891
50.29 %
Principal Amount
Commercial Paper
Bayer Corporation 2.15% (cost: $4,973,672 due 7/27/2020)
$ 4,992,309
5.65 %
5,000,000
BASF SE 1.34% (cost: $4,988,362 due 7/06/2020)
4,999,076
5.66
5,000,000
CNH Industrial Capital LLC 2.01% (cost: $2,491,806 due 7/17/2020)
2,497,778
2.82
2,500,000
FMC Technologies, Inc. 1.76% (cost: $4,986,511 due 7/27/2020)
4,993,681
5.65
5,000,000
FMC Technologies, Inc. 1.51% (cost: $7,490,938 due 7/01/2020)
7,500,000
8.48
7,500,000
Jabil Inc. 0.75% (cost: $2,498,229 due 7/08/2020)
2,499,635
2.83
2,500,000
Walgreens Boots Alliance, Inc. 0.43% (cost: $2,497,940 due 8/24/2020)
2,498,388
2.83
2,500,000
General Motors Financial Company, Inc. 0.53% (cost: $4,998,381 due 7/16/2020)
4,998,896
5.66
5,000,000
Hyundai Capital America, Inc. 0.56% (cost: $2,498,095 due 8/14/2020)
2,498,289
2.83
2,500,000
General Motors Financial Company, Inc. 1.01% (cost: $2,493,758 due 9/23/2020)
2,494,109
2.82
2,500,000
Hyundai Capital America, Inc. 0.54% (cost: $7,495,500 due 8/10/2020)
7,495,500
8.48
7,500,000
Total Commercial Paper (cost: $47,413,192)
$ 47,467,661
53.71 %
Total cash equivalents
$ 91,914,552
104.00 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures DEC21 (1,658 contracts)
$ 510,002
0.58 %
$ 30,921,700
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures SEP20 (1,812 contracts)
$ 435,054
0.49 %
$ 30,939,900
CBOT corn futures DEC20 (1,513 contracts)
2,084,098
2.36
26,515,325
Total commodity futures contracts
$ 2,519,152
2.85 %
$ 57,455,225
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $102)
$ 102
0.00 %
102
Principal Amount
U.S. Treasury Obligations
U.S. Treasury Bills 1.53% (cost: $3,263,392 due 01/30/2020) (a)(b)
$ 3,264,182
4.34 %
3,268,000
Commercial Paper
Broadcom Inc. 2.01% (cost: $4,984,445 due 01/09/2020)
$ 4,997,778
6.65 %
5,000,000
CNH Industrial Capital LLC 2.12% (cost: $4,975,210 due 01/10/2020)
4,997,375
6.65
5,000,000
FMC Technologies, Inc. 1.93% (cost: $4,976,267 due 02/04/2020)
4,990,933
6.64
5,000,000
FMC Technologies, Inc. 2.01% (cost: $4,977,779 due 03/06/2020)
4,981,945
6.62
5,000,000
General Motors Financial Company, Inc. 2.17% (cost: $2,486,562 due 01/02/2020)
2,499,851
3.32
2,500,000
General Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due 01/06/2020)
2,499,261
3.32
2,500,000
General Motors Financial Company, Inc. 2.16% (cost: $4,973,547 due 01/15/2020)
4,995,839
6.64
5,000,000
Jabil Inc. 2.15% (cost: $2,489,202 due 02/28/2020)
2,491,421
3.31
2,500,000
Royal Caribbean Cruises Ltd. 2.12% (cost: $2,487,750 due 01/09/2020)
2,498,833
3.32
2,500,000
Total Commercial Paper (cost: $34,837,893)
$ 34,953,236
46.47 %
Total Cash Equivalents
$ 38,217,520
50.81 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY20 (1,334 contracts)
$ 583,610
0.77 %
$ 26,329,825
CBOT corn futures JUL20 (1,126 contracts)
781,445
1.04
22,576,300
Total commodity futures contracts
$ 1,365,055
1.81 %
$ 48,906,125
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
CBOT corn futures DEC20 (1,308 contracts)
$ 581,574
0.77 %
$ 26,323,500
(a) Discount yield at the time of purchase inclusive of collateral fees.
(b) The security is held by the broker as collateral for open futures contracts.
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM CORN FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized loss on commodity futures contracts
$ ( 5,200,091 )
$ ( 2,187,325 )
$ ( 6,779,194 )
$ ( 3,093,050 )
Net change in unrealized appreciation or (depreciation) on commodity futures contracts
4,223,848
6,531,538
( 2,792,631 )
4,416,538
Interest income
154,141
474,635
443,599
853,579
Total (loss) income
( 822,102 )
4,818,848
( 9,128,226 )
2,177,067
Expenses
Management fees
147,767
176,715
318,564
316,837
Professional fees
209,862
145,210
339,668
243,455
Distribution and marketing fees
291,920
285,848
620,098
484,262
Custodian fees and expenses
54,528
35,343
91,856
61,966
Business permits and licenses fees
29,554
3,534
32,969
9,139
General and administrative expenses
57,338
27,483
82,958
52,443
Brokerage commissions
-
5,301
-
18,768
Other expenses
-
3,534
-
6,337
Total expenses
790,969
682,968
1,486,113
1,193,207
Expenses waived by the Sponsor
( 108,468 )
-
( 195,575 )
( 5,639 )
Total expenses, net
682,501
682,968
1,290,538
1,187,568
Net (loss) income
$ ( 1,504,603 )
$ 4,135,880
$ ( 10,418,764 )
$ 989,499
Net (loss) income per share
$ ( 0.55 )
$ 1.18
$ ( 2.42 )
$ 0.29
Net (loss) income per weighted average share
$ ( 0.31 )
$ 0.93
$ ( 2.14 )
$ 0.25
Weighted average shares outstanding
4,890,389
4,439,564
4,862,504
3,993,650
The accompanying notes are an integral part of these financial statements.
26
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T EUCRIUM CORN FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net (loss) income
$ ( 10,418,764 )
$ 989,499
Capital transactions
Issuance of Shares
42,543,773
40,556,488
Redemption of Shares
( 18,967,528 )
( 1,551,650 )
Total capital transactions
23,576,245
39,004,838
Net change in net assets
13,157,481
39,994,337
Net assets, beginning of period
$ 75,220,190
$ 56,379,057
Net assets, end of period
$ 88,377,671
$ 96,373,394
Net asset value per share at beginning of period
$ 14.82
$ 16.11
Net asset value per share at end of period
$ 12.40
$ 16.40
Creation of Shares
3,475,000
2,475,000
Redemption of Shares
1,425,000
100,000
The accompanying notes are an integral part of these financial statements.
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Table of Contents
T EUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net (loss) income
$ ( 10,418,764 )
$ 989,499
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net change in unrealized appreciation (depreciation) on commodity futures contracts
2,792,631
( 4,416,538 )
Changes in operating assets and liabilities:
Due from broker
( 9,784,701 )
3,730,196
Interest receivable
( 1,558 )
( 526 )
Other assets
( 48,494 )
( 50,304 )
Due to broker
-
5,231,225
Management fee payable to Sponsor
( 11,690 )
22,103
Payable for purchases of commercial paper
7,495,500
( 4,981,957 )
Other liabilities
( 16,317 )
( 18,512 )
Net cash (used in) provided by operating activities
( 9,993,393 )
505,186
Cash flows from financing activities:
Proceeds from sale of Shares
42,543,773
40,556,488
Redemption of Shares
( 14,936,195 )
( 1,551,650 )
Net cash provided by financing activities
27,607,578
39,004,838
Net change in cash and cash equivalents
17,614,185
39,510,024
Cash and cash equivalents, beginning of period
74,521,123
58,910,133
Cash and cash equivalents, end of period
$ 92,135,308
$ 98,420,157
The accompanying notes are an integral part of these financial statements.
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Table of Contents
N OTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Corn Fund (referred to herein as “CORN,” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CORN is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the corn market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
CORN Benchmark
CBOT Corn Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
December following the third to expire
35 %
The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 7, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on May 1, 2020. The registration statement for CORN registered an additional 10,000,000 shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
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For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location . T hese services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services . This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below:
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Amount Recognized for Custody Services
$ 54,528
$ 35,343
$ 91,856
$ 61,966
Amount of Custody Services Waived
$ -
$ -
$ 10,000
$ -
Amount Recognized for Distribution Services
$ 17,356
$ 13,564
$ 39,671
$ 27,301
Amount of Distribution Services Waived
$ -
$ -
$ -
$ -
Amount Recognized for Brokerage Commissions
$ -
$ 5,301
$ -
$ 18,768
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 11,375
$ -
$ 22,759
$ -
Amount of TCP Waived
$ -
$ -
$ -
$ -
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Table of Contents
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as unrealized losses attributed to brokerage commissions as of June 30, 2020.
CORN
Unrealized Loss Attributed to Brokerage Commissions
$ 19,575
Total Brokerage Commissions paid including unrealized loss
$ 40,422
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018, and 2017. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
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Table of Contents
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and six months ended June 30, 2020 and 2019.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from CORN. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (EST) on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
June 30,
2020
December 31,
2019
Money Market Funds
$ 44,446,891
$ 102
Demand Deposit Savings Accounts
220,756
36,303,603
Commercial Paper
47,467,661
34,953,236
Treasury Bills
-
3,264,182
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 92,135,308
$ 74,521,123
Payable for Purchases of Commercial Paper
The amount recorded by the Fund for commercial paper transactions awaiting settlement, which represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
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Table of Contents
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls. Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
●
Taking the current market value of its total assets and
●
Subtracting any liabilities.
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The NAV for a particular trading day is released after 4:15 p.m. (EST).
In determining the value of Corn Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
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Table of Contents
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 233,294
$ 165,828
$ 534,936
$ 415,411
Waived Related Party Transactions
$ 50,000
$ -
$ 127,107
$ 4,500
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
CORN
Three months ended June 30, 2020
$ 108,468
Three months ended June 30, 2019
$ -
Six months ended June 30, 2020
$ 195,575
Six months ended June 30, 2019
$ 5,639
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On June 30, 2020 and December 31, 2019, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three months ended June 30, 2020 and for the year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
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The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, but the amendment is not expected to have a material impact on the financial statements of the Trust or the Fund.
The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification, and addition to the fair value disclosures of the Trust or the Fund.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
Note 4 - Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Cash Equivalents
$ 91,914,552
$ -
$ -
$ 91,914,552
Commodity Futures Contracts
Corn futures contracts
510,002
-
-
510,002
Total
$ 92,424,554
$ -
$ -
$ 92,424,554
Liabilities
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Commodity Futures Contracts
Corn futures contracts
$ 2,519,152
$ -
$ -
$ 2,519,152
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Table of Contents
December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
$ 38,217,520
$ -
$ -
$ 38,217,520
Commodity Futures Contracts
Corn futures contracts
1,365,055
-
-
1,365,055
Total
$ 39,582,575
$ -
$ -
$ 39,582,575
Liabilities
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
Commodity Futures Contracts
Corn futures contracts
$ 581,574
-
-
$ 581,574
For the period ending June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For three and six months ended June 30, 2020 and year ended December 31, 2019, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of June 30, 2020 and December 31, 2019.
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Offsetting of Financial Assets and Derivative Assets as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Corn futures contracts
$ 510,002
$ -
$ 510,002
$ 510,002
$ -
$ -
Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Corn futures contracts
$ 2,519,152
$ -
$ 2,519,152
$ 510,002
$ 2,009,150
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Corn futures contracts
$ 1,365,055
$ -
$ 1,365,055
$ 581,574
$ -
$ 783,481
Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Corn futures contracts
$ 581,574
$ -
$ 581,574
$ 581,574
$ -
$ -
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
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Three months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 5,200,091 )
$ 4,223,848
Three months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 2,187,325 )
$ 6,531,538
Six months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 6,779,194 )
$ ( 2,792,631 )
Six months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 3,093,050 )
$ 4,416,538
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for the futures contracts held was $ 68.5 million and $ 78.9 million, respectively, for the three months ended June 30, 2020 and 2019, and $ 66.9 million and $ 67.3 million for the six months ended June 30, 2020 and 2019.
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Note 6 - Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and six months ended June 30, 2020 and 2019. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 12.95
$ 15.22
$ 14.82
$ 16.11
Income from investment operations:
Investment income
0.03
0.11
0.10
0.22
Net realized and unrealized (loss) gain on commodity futures contracts
( 0.44 )
1.22
( 2.25 )
0.37
Total expenses, net
( 0.14 )
( 0.15 )
( 0.27 )
( 0.30 )
Net (decrease) increase in net asset value
( 0.55 )
1.18
( 2.42 )
0.29
Net asset value at end of period
$ 12.40
$ 16.40
$ 12.40
$ 16.40
Total Return
( 4.19 )%
7.75 %
( 16.31
)%
1.80 %
Ratios to Average Net Assets (Annualized)
Total expenses
5.35 %
3.86 %
4.67 %
3.77 %
Total expenses, net
4.62 %
3.86 %
4.05 %
3.75 %
Net investment loss
( 3.58 )%
( 1.17 )%
( 2.66 )%
( 1.06 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the quarter-ended June 30, 2020 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
The impact of COVID-19 is evolving rapidly, and such events can be highly disruptive to economies and markets. The impact of COVID-19 to the Fund is described in more detail in Part 2 of this 10-Q.
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
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T EUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash and cash equivalents
$ 53,470,857
$ 27,874,691
Interest receivable
1,251
42
Other assets
18,430
4,370
Equity in trading accounts:
Commodity futures contracts
322,552
931,896
Due from broker
2,707,585
-
Total equity in trading accounts
3,030,137
931,896
Total assets
56,520,675
28,810,999
Liabilities
Management fee payable to Sponsor
30,354
23,139
Other liabilities
3,863
8,921
Equity in trading accounts:
Commodity futures contracts
200,208
-
Due to broker
-
643,808
Total equity in trading accounts
200,208
643,808
Total liabilities
234,425
675,868
Net assets
$ 56,286,250
$ 28,135,131
Shares outstanding
4,025,004
1,775,004
Shares authorized
7,175,000
9,700,000
Net asset value per share
$ 13.98
$ 15.85
Market value per share
$ 13.97
$ 15.83
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $30,743,332)
$ 30,743,332
54.62 %
30,743,332
Blackrock Liquidity FedFund - Institutional Class (cost $36,222)
36,222
0.06
36,222
Total money market funds (cost: $30,779,554)
$ 30,779,554
54.68 %
Principal Amount
Commercial Paper
BASF SE 1.34% (cost: $2,494,181 due 7/06/2020)
$ 2,499,538
4.44 %
2,500,000
CNH Industrial Capital LLC 2.01% (cost: $2,491,805 due 7/17/2020)
2,497,778
4.44
2,500,000
FMC Technologies, Inc. 1.76% (cost: $2,493,195 due 7/27/2020)
2,496,840
4.44
2,500,000
Jabil Inc. 0.75% (cost: $4,996,459 due 7/08/2020)
4,999,271
8.88
5,000,000
Walgreens Boots Alliance, Inc. 0.43% (cost: $2,497,940 due 8/24/2020)
2,498,388
4.44
2,500,000
Jabil Inc. 0.61% (cost: $2,497,035 due 8/28/2020)
2,497,543
4.44
2,500,000
Hyundai Capital America, Inc. 0.56% (cost: $2,498,095 due 8/14/2020)
2,498,289
4.44
2,500,000
General Motors Financial Company, Inc. 1.01% (cost: $2,493,758 due 9/23/2020)
2,494,109
4.43
2,500,000
Total Commercial Paper (cost: $22,462,468)
22,481,756
39.95
Total Cash Equivalents
$ 53,261,310
94.63 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures JAN21 (383 contacts)
$ 322,552
0.57 %
$ 16,942,963
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures NOV20 (448 contracts)
$ 150,837
0.27 %
$ 19,762,400
CBOT soybean futures NOV21 (449 contracts)
49,371
0.09
19,582,012
Total commodity futures contracts
$ 200,208
0.36 %
$ 39,344,412
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $103)
$ 103
0.00 %
103
Principal Amount
U.S. Treasury Obligations
U.S. Treasury Bills 1.53% (cost: $714,992 due 01/30/2020) (a)(b)
$ 715,165
2.54 %
716,000
Commercial Paper
General Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due 01/06/2020)
$ 2,499,260
8.88 %
2,500,000
FMC Technologies, Inc. 1.93% (cost: $2,488,133 due 02/04/2020)
2,495,467
8.87
2,500,000
CNH Industrial Capital LLC 1.86% (cost: $2,493,962 due 01/06/2020)
2,499,358
8.89
2,500,000
Jabil Inc. 2.03% (cost: $2,488,637 due 02/28/2020)
2,491,864
8.86
2,500,000
Energy Transfer Operating, L.P. 1.99% (cost: $2,493,813 due 01/31/2020)
2,495,875
8.87
2,500,000
Total Commercial Paper (cost: $12,451,676)
$ 12,481,824
44.37 %
Total Cash Equivalents
$ 13,197,092
46.91 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures MAR20 (207 contracts)
$ 345,319
1.23 %
$ 9,889,425
CBOT soybean futures MAY20 (175 contracts)
247,987
0.88
8,476,563
CBOT soybean futures NOV20 (200 contracts)
338,590
1.20
9,787,500
Total commodity futures contracts
$ 931,896
3.31 %
$ 28,153,488
(a) Discount yield at the time of purchase inclusive of collateral fees.
(b) The security is held by the broker as collateral for open futures contracts.
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM SOYBEAN FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized loss on commodity futures contracts
$ ( 861,903 )
$ ( 1,187,050 )
$ ( 1,718,118 )
$ ( 1,153,412 )
Net change in unrealized appreciation or (depreciation) on commodity futures contracts
1,484,213
1,746,950
( 809,552 )
1,242,075
Interest income
55,191
184,260
160,418
352,252
Total income (loss)
677,501
744,160
( 2,367,252 )
440,915
Expenses
Management fees
72,291
69,242
135,511
132,005
Professional fees
101,284
41,706
159,849
102,412
Distribution and marketing fees
135,606
152,042
227,765
272,238
Custodian fees and expenses
19,718
15,233
30,465
41,869
Business permits and licenses fees
8,675
5,345
12,468
9,738
General and administrative expenses
25,073
16,771
30,763
27,441
Brokerage commissions
-
2,077
-
4,193
Other expenses
-
692
-
2,051
Total expenses
362,647
303,108
596,821
591,947
Expenses waived by the Sponsor
( 47,076 )
( 33,391 )
( 77,047 )
( 96,303 )
Total expenses, net
315,571
269,717
519,774
495,644
Net income (loss)
$ 361,930
$ 474,443
$ ( 2,887,026 )
$ ( 54,729 )
Net loss per share
$ ( 0.02 )
$ ( 0.07 )
$ ( 1.87 )
$ ( 0.48 )
Net income (loss) per weighted average share
$ 0.17
$ 0.26
$ ( 1.51 )
$ ( 0.03 )
Weighted average shares outstanding
2,115,663
1,807,971
1,917,312
1,682,463
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM SOYBEAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net loss
$ ( 2,887,026 )
$ ( 54,729 )
Capital transactions
Issuance of Shares
34,981,703
9,251,550
Redemption of Shares
( 3,943,558 )
( 4,117,450 )
Total capital transactions
31,038,145
5,134,100
Net change in net assets
28,151,119
5,079,371
Net assets, beginning of period
$ 28,135,131
$ 27,942,017
Net assets, end of period
$ 56,286,250
$ 33,021,388
Net asset value per share at beginning of period
$ 15.85
$ 16.20
Net asset value per share at end of period
$ 13.98
$ 15.72
Creation of Shares
2,525,000
625,000
Redemption of Shares
275,000
250,000
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM SOYBEAN FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net loss
$ ( 2,887,026 )
$ ( 54,729 )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Net change in unrealized appreciation or (depreciation) on commodity futures contracts
809,552
( 1,242,075 )
Changes in operating assets and liabilities:
Due from broker
( 2,707,585 )
1,022,182
Interest receivable
( 1,209 )
( 199 )
Other assets
( 14,060 )
( 73,657 )
Due to broker
( 643,808 )
738,351
Management fee payable to Sponsor
7,215
1,500
Other liabilities
( 5,058 )
( 5,175 )
Net cash (used in) provided by operating activities
( 5,441,979 )
386,198
Cash flows from financing activities:
Proceeds from sale of Shares
34,981,703
9,251,550
Redemption of Shares
( 3,943,558 )
( 4,117,450 )
Net cash provided by financing activities
31,038,145
5,134,100
Net change in cash and cash equivalents
25,596,166
5,520,298
Cash and cash equivalents beginning of period
27,874,691
26,774,939
Cash and cash equivalents end of period
$ 53,470,857
$ 32,295,237
The accompanying notes are an integral part of these financial statements.
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Table of Contents
NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Soybean Fund (referred to herein as “SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” to the public at per Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of SOYB is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the soybean market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
SOYB Benchmark
CBOT Soybean Futures Contract
Weighting
Second to expire (excluding August & September)
35 %
Third to expire (excluding August & September)
30 %
Expiring in the November following the expiration of the third-to-expire contract
35 %
The fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statement for SOYB was declared effective by the SEC on April 30, 2018. The registration statement for SOYB registered an additional 5,000,000 shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
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For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location . T hese services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services . This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below:
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Amount Recognized for Custody Services
$ 19,718
$ 15,233
$ 30,465
$ 41,869
Amount of Custody Services Waived
$ -
$ -
$ -
$ 12,828
Amount Recognized for Distribution Services
$ 6,478
$ 7,754
$ 13,361
$ 15,670
Amount of Distribution Services Waived
$ -
$ -
$ -
$ -
Amount Recognized for Brokerage Commissions
$ -
$ 2,077
$ -
$ 4,193
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 3,600
$ -
$ 7,101
$ -
Amount of TCP Waived
$ -
$ -
$ -
$ -
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Table of Contents
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as unrealized losses attributed to brokerage commissions as of June 30, 2020.
SOYB
Unrealized Loss Attributed to Brokerage Commissions
$ 5,144
Total Brokerage Commissions paid including unrealized loss
$ 10,145
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018, and 2017. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and six months ended June 30, 2020 and 2019.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Table of Contents
Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (EST) on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
June 30,
2020
December 31, 2019
Money Market Funds
$ 30,779,554
$ 103
Demand Deposit Savings Accounts
209,547
14,677,599
Commercial Paper
22,481,756
12,481,824
Treasury Bills
-
715,165
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 53,470,857
$ 27,874,691
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls. Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
●
Taking the current market value of its total assets and
●
Subtracting any liabilities.
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Table of Contents
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The NAV for a particular trading day is released after 4:15 p.m. (EST).
In determining the value of Soybean Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 94,179
$ 92,608
$ 186,829
$ 235,850
Waived Related Party Transactions
$ 22,076
$ 15,831
$ 32,047
$ 31,537
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
SOYB
Three months ended June 30, 2020
$ 47,076
Three months ended June 30, 2019
$ 33,391
Six months ended June 30, 2020
$ 77,047
Six months ended June 30, 2019
$ 96,303
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On June 30, 2020 and December 31, 2019, in the opinion of the Trust and the Fund, the reported value of the Soybean Futures Contracts traded on the CBOT fairly reflected the value of the Soybean Futures Contracts held by the Fund, with no adjustments necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three months and six ended June 30, 2020 and for the year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
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The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, but the amendment is not expected to have a material impact on the financial statements of the Trust or the Fund.
The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
Note 4 - Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Cash Equivalents
$ 53,261,310
$ -
$ -
$ 53,261,310
Commodity Futures Contracts
Soybean futures contracts
322,552
-
-
$ 322,552
Total
$ 53,583,862
$ -
$ -
$ 53,583,862
Liabilities
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Commodity Futures Contracts
Soybean futures contracts
$ 200,208
$ -
$ -
$ 200,208
December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
$ 13,197,092
$ -
$ -
$ 13,197,092
Commodity Futures Contracts
Soybean futures contracts
931,896
-
-
$ 931,896
Total
$ 14,128,988
$ -
$ -
$ 14,128,988
For the period ended June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
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Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of June 30, 2020 and December 31, 2019.
Offsetting of Financial Assets and Derivative Assets as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Soybean futures contracts
$ 322,552
$ -
$ 322,552
$ 200,208
$ -
$ 122,344
Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Soybean futures contracts
$ 200,208
$ -
$ 200,208
$ 200,208
$ -
$ -
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Offsetting of Financial Assets and Derivative Assets as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Soybean futures contracts
$ 931,896
$ -
$ 931,896
$ -
$ 643,808
$ 288,088
The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
Three months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ ( 861,903 )
$ 1,484,213
Three months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ ( 1,187,050 )
$ 1,746,950
Six months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ ( 1,718,118 )
$ ( 809,552 )
Six months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ ( 1,153,412 )
$ 1,242,075
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 37.9 million and $ 29.4 million, respectively for the three months ended June 30, 2020 and 2019, and $ 31.0 million and $ 26.8 million for the six months ended June 30, 2020 and 2019.
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Note 6 - Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and six months ended June 30, 2020 and 2019. This information has been derived from information presented in the financial statements. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months ended
Three months ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 14.00
$ 15.79
$ 15.85
$ 16.20
Income from investment operations:
Investment income
0.03
0.10
0.08
0.21
Net realized and unrealized gain (loss) on commodity futures contracts
0.10
( 0.02 )
( 1.68 )
( 0.39 )
Total expenses, net
( 0.15 )
( 0.15 )
( 0.27 )
( 0.30 )
Net decrease in net asset value
( 0.02 )
( 0.07 )
( 1.87 )
( 0.48 )
Net asset value at end of period
$ 13.98
$ 15.72
$ 13.98
$ 15.72
Total Return
( 0.12 )%
( 0.44 )%
( 11.78 )%
( 2.96 )%
Ratios to Average Net Assets (Annualized)
Total expenses
5.02 %
4.38 %
4.40 %
4.48 %
Total expenses, net
4.36 %
3.90 %
3.83 %
3.75 %
Net investment loss
( 3.60 )%
( 1.24 )%
( 2.65 )%
( 1.08 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the quarter-ended June 30, 2020 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
The impact of COVID-19 is evolving rapidly, and such events can be highly disruptive to economies and markets. The impact of COVID-19 to the Fund is described in more detail in Part 2 of this 10-Q.
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
The total net assets for the fund increased by $ 14,654,476 , or 26 %, for the period June 30, 2020 through August 6, 2020. This was driven by a 25% increase in the shares outstanding and by a 0.5 % increase in the net asset value per share. This is inclusive of a 300,000 share create that was placed on August 6, 2020, which created a receivable of $ 4,214,310 which settles August 7, 2020.
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TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash and cash equivalents
$ 8,145,967
$ 12,215,795
Interest receivable
337
28
Other assets
1,841
1,140
Equity in trading accounts:
Commodity futures contracts
93,126
347,429
Due from broker
858,685
-
Total equity in trading accounts
951,811
347,429
Total assets
9,099,956
12,564,392
Liabilities
Management fee payable to Sponsor
7,246
10,609
Other liabilities
6,739
2,695
Equity in trading accounts:
Commodity futures contracts
212,606
-
Due to broker
-
237,908
Total equity in trading accounts
212,606
237,908
Total liabilities
226,591
251,212
Net assets
$ 8,873,365
$ 12,313,180
Shares outstanding
1,550,004
1,750,004
Shares authorized
9,225,000
9,725,000
Net asset value per share
$ 5.72
$ 7.04
Market value per share
$ 5.75
$ 7.02
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $5,428,388)
$ 5,428,388
61.18 %
5,428,388
Blackrock Liquidity FedFund - Institutional Class (cost $14,230)
14,230
0.16
14,230
Total money market funds
$ 5,442,618
61.34 %
Principal Amount
Commercial Paper
FMC Technologies, Inc. 0.83% (cost: $2,498,444 due 7/13/20)
$ 2,499,308
28.16 %
2,500,000
Total Cash Equivalents
$ 7,941,926
89.50 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY21 (194 contracts)
$ 24,439
0.28 %
$ 2,666,026
ICE sugar futures MAR22 (227 contracts)
68,687
0.77
3,089,016
Total commodity futures contracts
$ 93,126
1.05 %
$ 5,755,042
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAR21 (222 contracts)
$ 212,606
2.40 %
$ 3,122,918
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $103)
$ 103
0.00 %
103
Principal Amount
U.S. Treasury Obligations
U.S. Treasury Bills 1.53% (cost: $683,030 due 01/30/2020) (a)(b)
$ 683,196
5.55 %
684,000
Commercial Paper
FMC Technologies 1.86% (cost: $2,494,476 due 01/02/2020)
2,499,872
20.30
2,500,000
Total Cash Equivalents
$ 3,183,171
25.85 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY20 (284 contracts)
$ 88,865
0.72 %
$ 4,306,803
ICE sugar futures JUL20 (241 contracts)
223,677
1.82
3,687,107
ICE sugar futures MAR21 (268 contracts)
34,887
0.28
4,316,301
Total commodity futures contracts
$ 347,429
2.82 %
$ 12,310,211
(a) Discount yield at the time of purchase inclusive of collateral fees.
(b) The security is held by the broker as collateral for open futures contracts.
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM SUGAR FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity futures contracts
$ ( 1,239,596 )
$ ( 68,701 )
$ ( 947,539 )
$ 292,667
Net change in unrealized appreciation or (depreciation) on commodity futures contracts
1,689,036
( 269,125 )
( 466,909 )
( 209,093 )
Interest income
15,136
66,268
58,108
132,892
Total income (loss)
464,576
( 271,558 )
( 1,356,340 )
216,466
Expenses
Management fees
18,627
25,463
45,129
51,596
Professional fees
65,432
30,695
88,592
77,144
Distribution and marketing fees
45,172
62,696
90,505
108,287
Custodian fees and expenses
5,428
10,500
12,399
15,726
Business permits and licenses fees
10,074
4,449
28,664
8,891
General and administrative expenses
10,949
15,994
14,125
20,298
Brokerage commissions
-
1,528
-
3,471
Other expenses
-
601
15
1,551
Total expenses
155,682
151,926
279,429
286,964
Expenses waived by the Sponsor
( 76,539 )
( 57,954 )
( 113,892 )
( 99,436 )
Total expenses, net
79,143
93,972
165,537
187,528
Net income (loss)
$ 385,433
$ ( 365,530 )
$ ( 1,521,877 )
$ 28,938
Net income (loss) per share
$ 0.23
$ ( 0.20 )
$ ( 1.32 )
$ 0.03
Net income (loss) per weighted average share
$ 0.28
$ ( 0.26 )
$ ( 1.05 )
$ 0.02
Weighted average shares outstanding
1,360,718
1,432,147
1,442,999
1,429,976
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM SUGAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net (loss) income
$ ( 1,521,877 )
$ 28,938
Capital transactions
Issuance of Shares
2,722,055
2,184,937
Redemption of Shares
( 4,639,993 )
( 3,057,840 )
Total capital transactions
( 1,917,938 )
( 872,903 )
Net change in net assets
( 3,439,815 )
( 843,965 )
Net assets, beginning of period
$ 12,313,180
$ 10,778,739
Net assets, end of period
$ 8,873,365
$ 9,934,774
Net asset value per share at beginning of period
$ 7.04
$ 7.07
Net asset value per share at end of period
$ 5.72
$ 7.10
Creation of Shares
500,000
300,000
Redemption of Shares
700,000
425,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net (loss) income
$ ( 1,521,877 )
$ 28,938
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net change in unrealized depreciation on commodity futures contracts
466,909
209,093
Changes in operating assets and liabilities:
Due from broker
( 858,685 )
222,292
Interest receivable
( 309 )
14
Other assets
( 701 )
( 63,184 )
Due to broker
( 237,908 )
-
Management fee payable to Sponsor
( 3,363 )
( 1,774 )
Other liabilities
4,044
( 12,806 )
Net cash (used in) provided by operating activities
( 2,151,890 )
382,573
Cash flows from financing activities:
Proceeds from sale of Shares
2,722,055
2,184,937
Redemption of Shares
( 4,639,993 )
( 3,057,840 )
Net cash used in financing activities
( 1,917,938 )
( 872,903 )
Net change in cash and cash equivalents
( 4,069,828 )
( 490,330 )
Cash and cash equivalents beginning of period
12,215,795
10,261,941
Cash and cash equivalents end of period
$ 8,145,967
$ 9,771,611
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Sugar Fund (referred to herein as “CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CANE is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the sugar market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for No. 11 sugar (“Sugar Futures Contracts”) that are traded on the ICE Futures US (“ICE”):
CANE Benchmark
ICE Sugar Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
Expiring in the March following the expiration of the third-to-expire contract
35 %
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statement for CANE was declared effective by the SEC on April 30, 2018. The registration statement for CANE registered an additional 5,000,000 shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
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For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location . T hese services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services . This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below:
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Amount Recognized for Custody Services
$ 5,428
$ 10,500
$ 12,399
$ 15,726
Amount of Custody Services Waived
$ 2,075
$ 5,407
$ 4,276
$ 5,407
Amount Recognized for Distribution Services
$ 2,499
$ 3,434
$ 5,526
$ 7,990
Amount of Distribution Services Waived
$ 798
$ 2,078
$ 2,011
$ 3,443
Amount Recognized for Brokerage Commissions
$ -
$ 1,528
$ -
$ 3,471
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 1,513
$ -
$ 3,107
$ -
Amount of TCP Waived
$ 1,513
$ -
$ 1,513
$ -
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Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as unrealized losses attributed to brokerage commissions as of June 30, 2020.
CANE
Unrealized Loss Attributed to Brokerage Commissions
$ 2,574
Total Brokerage Commissions paid including unrealized loss
$ 8,243
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018 and 2017. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and six months ended June 30, 2020 and 2019.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (EST) on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
June 30,
2020
December 31,
2019
Money Market Funds
$ 5,442,618
$ 103
Demand Deposit Savings Accounts
204,041
9,032,624
Commercial Paper
2,499,308
2,499,872
Treasury Bills
-
683,196
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 8,145,967
$ 12,215,795
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records, and amounts of brokerage commissions paid and recognized as unrealized losses.
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Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
●
Taking the current market value of its total assets and
●
Subtracting any liabilities.
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The NAV for a particular trading day is released after 4:15 p.m. (EST).
In determining the value of Sugar Futures Contracts, the administrator uses the ICE closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
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These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 31,713
$ 41,333
$ 72,911
$ 124,755
Waived Related Party Transactions
$ 9,834
$ 21,305
$ 19,973
$ 30,473
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
CANE
Three months ended June 30, 2020
$ 76,539
Three months ended June 30, 2019
$ 57,954
Six months ended June 30, 2020
$ 113,892
Six months ended June 30, 2019
$ 99,436
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
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On June 30, 2020 and December 31, 2019, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts but the amendment is not expected to have a material impact on the financial statements of the Trust or the Fund.
The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
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The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
Note 4 - Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Cash Equivalents
$ 7,941,926
$ -
$ -
$ 7,941,926
Commodity Futures Contracts
Sugar futures contracts
93,126
-
-
93,126
Total
$ 8,035,052
$ -
$ -
$ 8,035,052
Liabilities
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Commodity Futures Contracts
Sugar futures contracts
$ 212,606
$ -
$ -
$ 212,606
December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
$ 3,183,171
$ -
$ -
$ 3,183,171
Commodity Futures Contracts
Sugar futures contracts
347,429
-
-
347,429
Total
$ 3,530,600
$ -
$ -
$ 3,530,600
For the period ended June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
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Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with an FCM. Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in FASB ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of June 30, 2020 and December 31, 2019.
Offsetting of Financial Assets and Derivative Assets as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Sugar futures contracts
$ 93,126
$ -
$ 93,126
$ 93,126
$ -
$ -
Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Sugar futures contracts
$ 212,606
$ -
$ 212,606
$ 93,126
$ 119,480
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Sugar futures contracts
$ 347,429
$ -
$ 347,429
$ -
$ 237,908
$ 109,521
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The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
Three months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 1,239,596 )
$ 1,689,036
Three months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 68,701 )
$ ( 269,125 )
Six months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 947,539 )
$ ( 466,909 )
Six months ended June 30, 2019
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized
Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ 292,667
$ ( 209,093 )
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held were $ 7.80 million and $ 10.3 million, respectively, for the three months ended June 30, 2020 and 2019, and $ 8.73 million and $ 10.3 million for the six months ended June 30, 2020 and 2019.
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Note 6 - Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the three and six months ended June 30, 2020 and 2019. This information has been derived from information presented in the financial statements. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 5.49
$ 7.30
$ 7.04
$ 7.07
Income (loss) from investment operations:
Investment income
0.01
0.05
0.04
0.09
Net realized and unrealized gain (loss) on commodity futures contracts
0.28
( 0.18 )
( 1.25 )
0.07
Total expenses, net
( 0.06 )
( 0.07 )
( 0.11 )
( 0.13 )
Net increase (decrease) in net asset value
0.23
( 0.20 )
( 1.32 )
0.03
Net asset value at end of period
$ 5.72
$ 7.10
$ 5.72
$ 7.10
Total Return
4.19 %
( 2.74 )%
( 18.64 )%
0.42 %
Ratios to Average Net Assets (Annualized)
Total expenses
8.36 %
5.97 %
6.19 %
5.56 %
Total expenses, net
4.25 %
3.69 %
3.67 %
3.63 %
Net investment loss
( 3.44 )%
( 1.09 )%
( 2.38 )%
( 1.05 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the quarter-ended June 30, 2020 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
The impact of COVID-19 is evolving rapidly, and such events can be highly disruptive to economies and markets. The impact of COVID-19 to the Fund is described in more detail in Part 2 of this 10-Q.
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
The total net assets for the fund increased by $2,555,133, or 29%, for the period June 30, 2020 through August 6, 2020. This was driven by a 21% increase in the shares outstanding and by a 6% increase in the net asset value per share.
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TEUCRIUM WHEAT FUND
STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash and cash equivalents
$ 43,023,496
$ 51,467,643
Interest receivable
1,126
71
Other assets
3,066
4,209
Equity in trading accounts:
Commodity futures contracts
-
5,068,476
Due from broker
4,786,517
-
Total equity in trading accounts
4,786,517
5,068,476
Total assets
47,814,205
56,540,399
Liabilities
Management fee payable to Sponsor
37,940
42,917
Other liabilities
13,882
2,876
Equity in trading accounts:
Commodity futures contracts
1,815,740
-
Due to broker
-
4,258,410
Total equity in trading accounts
1,815,740
4,258,410
Total liabilities
1,867,562
4,304,203
Net assets
$ 45,946,643
$ 52,236,196
Shares outstanding
9,125,004
8,950,004
Shares authorized
42,000,000
43,000,000
Net asset value per share
$ 5.04
$ 5.84
Market value per share
$ 5.06
$ 5.85
The accompanying notes are an integral part of these financial statements.
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Table of Contents
T EUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $17,731,663)
$ 17,731,663
38.59 %
17,731,663
Blackrock Liquidity FedFund - Institutional Class (cost $2,598,772)
2,598,772
5.66
2,598,772
Total money market funds (cost: $20,330,435)
$ 20,330,435
44.25 %
Principal Amount
Commercial Paper
Bayer Corporation 2.15% (cost: $4,973,672 due 7/27/2020)
$ 4,992,309
10.86 %
5,000,000
BASF SE 1.34% (cost: $2,494,181 due 7/06/2020)
2,499,538
5.44
2,500,000
The Dow Chemical Company 1.00% (cost: $4,987,917 due 8/24/2020)
4,992,500
10.87
5,000,000
FMC Technologies, Inc. 1.76% (cost: $2,493,316 due 7/27/2020)
2,496,841
5.43
2,500,000
Jabil Inc. 0.75% (cost: $2,498,230 due 7/08/2020)
2,499,635
5.44
2,500,000
WGL Holdings, Inc. 0.60% (cost: $2,498,000 due 7/22/2020)
2,499,125
5.44
2,500,000
Jabil Inc. 0.61% (cost: $2,497,035 due 8/31/2020)
2,497,416
5.44
2,500,000
Total Commercial Paper (cost: 22,442,351)
$ 22,477,364
48.92 %
Total cash equivalents
$ 42,807,799
93.17 %
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures SEP20 (655 contracts)
$ 767,697
1.67 %
$ 16,104,812
CBOT wheat futures DEC20 (553 contracts)
514,883
1.12
13,797,350
CBOT wheat futures DEC21 (605 contracts)
533,160
1.16
16,070,313
Total commodity futures contracts
$ 1,815,740
3.95 %
$ 45,972,475
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio (cost $119)
$ 119
0.00 %
119
Principal Amount
U.S. Treasury Obligations
U.S. Treasury Bills 1.53% (cost: $1,948,259 due 01/30/2020) (a)(b)
$ 1,948,728
3.73 %
1,951,000
Commercial Paper
CNH Industrial Capital LLC 1.86% (cost: $2,493,962 due 01/06/2020)
$ 2,499,358
4.79 %
2,500,000
Energy Transfer Operating, L.P. 1.99% (cost: $2,493,813 due 01/31/2020)
2,495,875
4.78
2,500,000
FMC Technologies, Inc. 1.93% (cost: $4,976,266 due 02/04/2020)
4,990,933
9.56
5,000,000
General Motors Financial Company, Inc. 2.15% (cost: $2,487,131 due 01/06/2020)
2,499,261
4.78
2,500,000
General Motors Financial Company, Inc. 2.16% (cost: $4,973,547 due 01/15/2020)
4,995,839
9.56
5,000,000
Royal Caribbean Cruises Ltd. 2.12% (cost: $2,487,750 due 01/09/2020)
2,498,833
4.78
2,500,000
Total Commercial Paper (cost: $19,912,469)
$ 19,980,099
38.25 %
Total Cash Equivalents
$ 21,928,946
41.98 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures MAY20 (650 contracts)
$ 2,113,350
4.04 %
$ 18,256,875
CBOT wheat futures JUL20 (556 contracts)
892,498
1.71
15,665,300
CBOT wheat futures DEC20 (634 contracts)
2,062,628
3.95
18,314,675
Total commodity futures contracts
$ 5,068,476
9.70 %
$ 52,236,850
(a) Discount yield at the time of purchase inclusive of collateral fees.
(b) The security is held by the broker as collateral for open futures contracts.
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM WHEAT FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity futures contracts
$ ( 285,793 )
$ ( 4,271,888 )
$ 167,515
$ ( 8,367,250 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 5,884,890 )
9,268,062
( 6,884,216 )
7,151,175
Interest income
124,115
376,592
326,980
749,059
Total (loss) income
( 6,046,568 )
5,372,766
( 6,389,721 )
( 467,016 )
Expenses
Management fees
117,716
141,265
241,560
278,910
Professional fees
86,409
113,106
163,193
206,784
Distribution and marketing fees
148,603
225,302
332,181
422,208
Custodian fees and expenses
25,956
27,751
48,248
52,527
Business permits and licenses fees
15,760
9,025
20,714
14,531
General and administrative expenses
31,326
20,688
47,426
44,087
Brokerage commissions
-
4,238
-
14,841
Other expenses
-
2,825
-
5,578
Total expenses
425,770
544,200
853,322
1,039,466
Expenses waived by the Sponsor
-
-
-
( 2,500 )
Total expenses, net
425,770
544,200
853,322
1,036,966
Net (loss) income
$ ( 6,472,338 )
$ 4,828,566
$ ( 7,243,043 )
$ ( 1,503,982 )
Net (loss) income per share
$ ( 0.73 )
$ 0.45
$ ( 0.80 )
$ ( 0.20 )
Net (loss) income per weighted average share
$ ( 0.73 )
$ 0.46
$ ( 0.82 )
$ ( 0.15 )
Weighted average shares outstanding
8,886,542
10,503,575
8,832,009
10,130,253
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM WHEAT FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net loss
$ ( 7,243,043 )
$ ( 1,503,982 )
Capital transactions
Issuance of Shares
5,487,503
9,939,010
Redemption of Shares
( 4,534,013 )
( 4,885,010 )
Total capital transactions
953,490
5,054,000
Net change in net assets
( 6,289,553 )
3,550,018
Net assets, beginning of period
$ 52,236,196
$ 55,149,873
Net assets, end of period
$ 45,946,643
$ 58,699,891
Net asset value per share at beginning of period
$ 5.84
$ 5.95
Net asset value per share at end of period
$ 5.04
$ 5.75
Creation of Shares
1,000,000
1,800,000
Redemption of Shares
825,000
875,000
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM WHEAT FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net loss
$ ( 7,243,043 )
$ ( 1,503,982 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
6,884,216
( 7,151,175 )
Changes in operating assets and liabilities:
Due from broker
( 4,786,517 )
5,867,925
Interest receivable
( 1,055 )
( 327 )
Other assets
1,143
( 18,435 )
Due to broker
( 4,258,410 )
4,247,442
Payable for purchases of commercial paper
-
( 9,969,591 )
Management fee payable to Sponsor
( 4,977 )
494
Other liabilities
11,006
27,051
Net cash used in operating activities
( 9,397,637 )
( 8,500,598 )
Cash flows from financing activities:
Proceeds from sale of Shares
5,487,503
9,939,010
Redemption of Shares
( 4,534,013 )
( 4,885,010 )
Net cash provided by financing activities
953,490
5,054,000
Net change in cash and cash equivalents
( 8,444,147 )
( 3,446,598 )
Cash and cash equivalents, beginning of period
51,467,643
63,300,447
Cash and cash equivalents, end of period
$ 43,023,496
$ 59,853,849
The accompanying notes are an integral part of these financial statements.
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Table of Contents
N OTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Wheat Fund (referred to herein as “WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of WEAT is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the wheat market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
WEAT Benchmark
CBOT Wheat Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
December following the third-to-expire
35 %
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the Fund’s initial registration of 10,000,000 shares on Form S1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $ 2,500,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. The current registration statement for WEAT was declared effective on April 29, 2019. This registration statement for WEAT registered an additional 30,000,000 shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
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For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. T hese services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services . This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below:
Three months
ended June 30, 2020
Three months
ended June 30, 2019
Six months
ended June 30, 2020
Six months
ended June 30, 2019
Amount Recognized for Custody Services
$ 25,956
$ 27,751
$ 48,248
$ 52,527
Amount of Custody Services Waived
$ -
$ -
$ -
$ -
Amount Recognized for Distribution Services
$ 9,178
$ 10,533
$ 20,400
$ 21,898
Amount of Distribution Services Waived
$ -
$ -
$ -
$ -
Amount Recognized for Brokerage Commissions
$ -
$ 4,238
$ -
$ 14,841
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 5,878
$ -
$ 11,769
$ -
Amount of TCP Waived
$ -
$ -
$ -
$ -
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Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the financial statements and reflected in cash and cash equivalents on the statements of assets and liabilities and on the statements of cash flows. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments are recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Funds.
Brokerage Commissions
Beginning on August 21, 2019, the Sponsor began recognizing the expense for brokerage commissions for futures contract trades on a per-trade basis. Prior to the change, brokerage commissions on all open commodity futures contracts were accrued on the trade date and on a full-turn basis. The below table shows the amounts included on the statements of operations as unrealized losses attributed to brokerage commissions as of June 30, 2020.
WEAT
Unrealized Loss Attributed to Brokerage Commissions
$ 6,165
Total Brokerage Commissions paid including unrealized loss
$ 14,159
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018 and 2017. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and six months ended June 30, 2020 and 2019.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m.(EST) on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 25,000 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Trust holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor invests a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
June 30,
2020
December 31,
2019
Money Market Funds
$ 20,330,435
$ 119
Demand Deposit Savings Accounts
215,697
29,538,697
Commercial Paper
22,477,364
19,980,099
Treasury Bills
-
1,948,728
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 43,023,496
$ 51,467,643
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
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When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
●
Taking the current market value of its total assets and
●
Subtracting any liabilities.
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The NAV for a particular trading day is released after 4:15 p.m. (EST).
In determining the value of Wheat Futures Contracts, the administrator uses the CBOT closing price. The administrator determines the value of all other Fund investments as of the earlier of the close of the NYSE or 4:00 p.m. (EST). The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 119,191
$ 124,282
$ 271,360
$ 332,810
Waived Related Party Transactions
$ -
$ -
$ -
$ 2,500
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Table of Contents
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
WEAT
Three months ended June 30, 2020
$ -
Three months ended June 30, 2019
$ -
Six months ended June 30, 2020
$ -
Six months ended June 30, 2019
$ 2,500
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
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The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the three months being reported.
On June 30, 2020 and December 31, 2019, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three and six months ended June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy except for the DEC21 CBOT Wheat contracts which are reflected as a Level 2 investment due to the quarterly average daily volume for the contract for the quarter ended June 30, 2020.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, but the amendment is not expected to have a material impact on the financial statements of the Trust or the Fund.
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Table of Contents
The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
Note 4 - Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Cash Equivalents
$ 42,807,799
$ -
$ -
$ 42,807,799
Liabilities
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Commodity Futures Contracts
Wheat futures contracts
$ 1,282,580
$ 533,160
$ -
$ 1,815,740
December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2019
Cash Equivalents
$ 21,928,946
$ -
$ -
$ 21,928,946
Commodity Futures Contracts
Wheat futures contracts
5,068,476
-
-
5,068,476
Total
$ 26,997,422
$ -
$ -
$ 26,997,422
For the period ended June 30, 2020 and year ended December 31, 2019, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy except for the DEC21 CBOT Wheat contracts which are reflected as a Level 2 investment due to the quarterly average daily volume for the contract for the quarter ended June 30, 2020.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
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Note 5 - Derivative Instruments and Hedging Activities
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three and six months ended June 30, 2020 and for the year ended December 31, 2019, the Fund invested only in commodity futures contracts.
Futures Contracts
The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”). Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk and held by the FCM, ED&F Man as of June 30, 2020 and December 31, 2019.
Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2020
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker
Net Amount
Commodity Price
Wheat futures contracts
$ 1,815,740
$ -
$ 1,815,740
$ -
$ 1,815,740
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 2019
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity Price
Wheat futures contracts
$ 5,068,476
$ -
$ 5,068,476
$ -
$ 4,258,410
$ 810,066
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The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
Three months ended June 30, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 285,793 )
$ ( 5,884,890 )
Three months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 4,271,888 )
$ 9,268,062
Six months ended June 30, 2020
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ 167,515
$ ( 6,884,216 )
Six months ended June 30, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 8,367,250 )
$ 7,151,175
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 47.4 million and $ 56.5 million, respectively, for the three months ended June 30, 2020 and 2019, and $ 48.3 million and $ 56.0 million for the six months ended June 30, 2020 and 2019.
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Note 6 - Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and six months ended June 30, 2020 and 2019. This information has been derived from information presented in the financial statements. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 5.77
$ 5.30
$ 5.84
$ 5.95
Income (loss) from investment operations:
Investment income
0.01
0.03
0.04
0.07
Net realized and unrealized (loss) gain on commodity futures contracts
( 0.69 )
0.47
( 0.74 )
( 0.17 )
Total expenses, net
( 0.05 )
( 0.05 )
( 0.10 )
( 0.10 )
Net (decrease) increase in net asset value
( 0.73 )
0.45
( 0.80 )
( 0.20 )
Net asset value at end of period
$ 5.04
$ 5.75
$ 5.04
$ 5.75
Total Return
( 12.76 )%
8.49 %
( 13.73 )%
( 3.36 )%
Ratios to Average Net Assets (Annualized)
Total expenses
3.62 %
3.85 %
3.53 %
3.73 %
Total expenses, net
3.62 %
3.85 %
3.53 %
3.72 %
Net investment loss
( 2.56 )%
( 1.18 )%
( 2.18 )%
( 1.03 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the quarter-ended June 30, 2020 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
The impact of COVID-19 is evolving rapidly, and such events can be highly disruptive to economies and markets. The impact of COVID-19 to the Fund is described in more detail in Part 2 of this 10-Q.
On July 20, 2020, the Sponsor opened an interest-bearing account with Capital One Bank through American Deposit Management Company. Balances in the account may at times exceed FDIC insurance limits.
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T EUCRIUM AGRICULTURAL FUND
STATEMENTS OF ASSETS AND LIABILITIES
June 30,
2020
December 31,
2019
(Unaudited)
Assets
Cash equivalents
$ 2,535
$ 2,633
Receivable for investments sold
211,145
-
Interest receivable
-
3
Other assets
23
-
Equity in trading accounts:
Investments in securities, at fair value (cost $1,385,044 and $1,908,649 as of June 30, 2020 and December 31, 2019, respectively)
1,045,229
1,476,880
Total assets
1,258,932
1,479,516
Liabilities
Capital shares payable
209,801
-
Other liabilities
1,155
736
Total liabilities
$ 210,956
736
Net assets
$ 1,047,976
$ 1,478,780
Shares outstanding
62,502
75,002
Shares authorized
4,625,000
4,625,000
Net asset value per share
$ 16.77
$ 19.72
Market value per share
$ 16.79
$ 19.60
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
June 30, 2020
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Exchange-traded funds
Teucrium Corn Fund
$ 260,585
24.87 %
21,008
Teucrium Soybean Fund
261,237
24.93
18,681
Teucrium Sugar Fund
262,901
25.09
45,924
Teucrium Wheat Fund
260,506
24.86
51,737
Total exchange-traded funds (cost $1,385,044)
$ 1,045,229
99.75 %
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio 0.05% (cost $2,535)
$ 2,535
0.24 %
2,535
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2019
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Exchange-traded funds
Teucrium Corn Fund
$ 360,286
24.36 %
24,308
Teucrium Soybean Fund
371,397
25.11
23,431
Teucrium Sugar Fund
373,786
25.28
53,124
Teucrium Wheat Fund
371,411
25.12
63,637
Total exchange-traded funds (cost: $1,908,649)
$ 1,476,880
99.87 %
Cash equivalents
Money market funds
Fidelity Institutional Money Market Funds - Government Portfolio 1.50% (cost $2,633)
$ 2,633
0.18 %
2,633
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM AGRICULTURAL FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months
ended
Three months
ended
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
June 30, 2020
June 30, 2019
Income
Realized and unrealized gain (loss) on trading of securities:
Realized loss on securities
$ ( 240,268 )
$ ( 58,112 )
$ ( 311,685 )
$ ( 65,649 )
Net change in unrealized appreciation (depreciation) on securities
196,238
105,666
91,954
52,630
Interest income
1
16
11
34
Total (loss) income
( 44,029 )
47,570
( 219,720 )
( 12,985 )
Expenses
Professional fees
4,609
2,436
7,183
5,439
Distribution and marketing fees
3,464
4,110
8,397
10,199
Custodian fees and expenses
532
544
1,066
1,332
Business permits and licenses fees
3,004
7
14,129
12,007
General and administrative expenses
677
770
1,001
1,156
Other expenses
6
9
10
45
Total expenses
12,292
7,876
31,786
30,178
Expenses waived by the Sponsor
( 11,681 )
( 7,181 )
( 30,503 )
( 28,765 )
Total expenses, net
611
695
1,283
1,413
Net (loss) income
$ ( 44,640 )
$ 46,875
$ ( 221,003 )
$ ( 14,398 )
Net (loss) income per share
$ ( 0.60 )
$ 0.63
$ ( 2.95 )
$ ( 0.19 )
Net (loss) income per weighted average share
$ ( 0.60 )
$ 0.62
$ ( 2.95 )
$ ( 0.19 )
Weighted average shares outstanding
75,002
75,002
75,002
75,002
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM AGRICULTURAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Operations
Net loss
$ ( 221,003 )
$ ( 14,398 )
Capital transactions
Redemption of Shares
( 209,801 )
-
Total capital transactions
( 209,801 )
-
Net change in net assets
( 430,804 )
( 14,398 )
Net assets, beginning of period
$ 1,478,780
$ 1,524,760
Net assets, end of period
$ 1,047,976
$ 1,510,362
Net asset value per share at beginning of period
$ 19.72
$ 20.33
Net asset value per share at end of period
$ 16.77
$ 20.14
Creation of Shares
-
-
Redemption of Shares
12,500
-
The accompanying notes are an integral part of these financial statements.
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T EUCRIUM AGRICULTURAL FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Six months
ended
Six months
ended
June 30, 2020
June 30, 2019
Cash flows from operating activities:
Net loss
$ ( 221,003 )
$ ( 14,398 )
Adjustments to reconcile net loss to net cash used in operating activities:
Net change in unrealized appreciation on securities
(91,954 )
(52,630 )
Changes in operating assets and liabilities:
Net sale of investments in securities
523,605
66,988
Interest receivable
3
-
Receivable for investments sold
( 211,145 )
-
Other assets
( 23 )
-
Other liabilities
419
( 82 )
Net cash used in operating activities
( 98 )
( 122 )
Net change in cash and cash equivalents
( 98 )
( 122 )
Cash and cash equivalents, beginning of period
2,633
2,862
Cash and cash equivalents, end of period
$ 2,535
$ 2,740
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
June 30, 2020
(Unaudited)
Note 1 - Organization and Operation
Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). The Sponsor is a limited liability company formed in Delaware on July 28, 2009. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $ 15,000,000 at the Fund’s initial NAV of $ 50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. On April 30, 2018, a subsequent registration statement for TAGS was declared effective by the SEC.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
TAGS Benchmark
Underlying Fund
Weighting
CORN
25 %
SOYB
25 %
CANE
25 %
WEAT
25 %
The Fund seeks to provide daily investment results that reflect the combined daily performance of the Underlying Funds. Under normal market conditions, the Fund seeks to achieve its investment objective generally by investing equally in shares of each Underlying Fund and, to a lesser extent, cash equivalents. The Fund’s investments in shares of Underlying Funds is rebalanced, generally on a daily basis, in order to maintain approximately a 25% allocation of the Fund’s assets to each Underlying Fund. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark is: (1) the second-to-expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), weighted 35%, (2) the third to expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) the second to-expire CBOT wheat Futures Contract, weighted 35%, (2) the third to expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT wheat Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second-to-expire CBOT soybean Futures Contract, weighted 35%, (2) the third to expire CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the November following the expiration month of the third to expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in August and September will not be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) the second-to-expire Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) the third to expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third to expire contract, weighted 35%.
While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in short term Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in cash and/or cash equivalents. The Fund and Underlying Funds will earn interest income from the short-term Treasury Securities and/or cash equivalents that it purchases and on the cash it holds through the Fund’s custodian.
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The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the full year ending December 31, 2020.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 - Principal Contracts and Agreements
The Sponsor employs U.S. Bank N.A. as the Custodian for the Funds. The principal business address for U.S. Bank N.A is 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank N.A. is a Wisconsin state-chartered bank subject to regulation by the Board of Governors of the Federal Reserve System and the Wisconsin State Banking Department. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services ("Global Fund Services") is 615 E. Michigan Street, Milwaukee, WI 53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, commenced serving as administrator for each Fund, performing certain administrative and accounting services and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.06% of average gross assets on the first $250 million, 0.05% on the next $250 million, 0.04% on the next $500 million and 0.03% on the balance over $1 billion annually. A combined minimum annual fee of up to $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund . These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Foreside Fund Services, LLC (“Foreside” or the “Distributor”) as the Distributor for the Funds. The Distribution Services Agreement among the Distributor and the Sponsor calls for the Distributor to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Distributor and the Sponsor have also entered into a Securities Activities and Service Agreement (the “SASA”) under which certain employees and officers of the Sponsor are licensed as registered representatives or registered principals of the Distributor, under Financial Industry Regulatory Authority (“FINRA”) rules. For its services as the Distributor, Foreside receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. For its services under the SASA, Foreside receives a fee of $5,000 per registered representative and $1,000 per registered location. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below. Pursuant to a Consulting Services Agreement, Foreside Consulting Services, LLC, performs certain consulting support services for the Trust's Sponsor. Additionally, Foreside Distributors, LLC performs certain distribution consulting services pursuant to a Distribution Consulting Agreement with the Trust's Sponsor.
ED&F Man Capital Markets, Inc. (“ED&F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. ED&F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. ED&F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of the FINRA. ED&F Man is a clearing member of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar and Wheat Futures Contracts ED&F Man is paid $9.00 per round turn . Prior to August 21, 2019, these expenses were recorded in brokerage commissions on the statements of operations. Beginning on August 21, 2019, these expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $ 3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
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The Sponsor employs Thales Capital Partners LLC (TCP) as the Marketing Agent. TCP is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. TCP receives an annual fee of $90,000 and an additional 0.0015% of average daily net assets in referred accounts for distribution and solicitation-related services . This additional fee is determined by an agreed upon level of assets at the time of signing the contract. These services are recorded in distribution and marketing fees on the statements of operations. A summary of these expenses is included below.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Amount Recognized for Custody Services
$ 532
$ 544
$ 1,066
$ 1,332
Amount of Custody Services Waived
$ 532
$ 544
$ 1,066
$ 1,332
Amount Recognized for Distribution Services
$ 206
$ 216
$ 463
$ 548
Amount of Distribution Services Waived
$ 206
$ 216
$ 463
$ 457
Amount Recognized for Brokerage Commissions
$ -
$ -
$ -
$ -
Amount of Brokerage Commissions Waived
$ -
$ -
$ -
$ -
Amount Recognized for Wilmington Trust
$ -
$ -
$ -
$ -
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for TCP
$ 134
$ -
$ 264
$ -
Amount of TCP Waived
$ 134
$ -
$ 264
$ -
Note 3 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Beginning on August 21, 2019, brokerage commission expenses were recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
The Sponsor adopted ASC 606, Revenue from Contracts With Customers, for the year ended December 31, 2018. The adoption did not have a material impact on the financial statements of the Trust or the Fund.
Brokerage Commissions
Brokerage commissions are accrued on the trade date and on a full-turn basis.
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
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The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2017 to 2019, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2020 and for the years ended December 31, 2019, 2018 and 2017. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three months ended June 30, 2020 and 2019.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Creations and Redemptions
Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.
Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (EST) on the day the order to create the basket is properly received.
Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (EST) on the day the order to redeem the basket is properly received.
The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represents four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has these balances of its assets on deposit with banks. Assets deposited with a financial institution may, at times, exceed federally insured limits. TAGS had a balance of $2,535 and $2,633 in money market funds at June 30, 2020 and December 31, 2019, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.
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Calculation of Net Asset Value
The Fund’s NAV is calculated by:
●
Taking the current market value of its total assets and
●
Subtracting any liabilities.
The administrator, Global Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. (EST). The NAV for a particular trading day will be released after 4:15 p.m. (EST).
For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. (EST), in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Short term Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00 % per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months
ended
June 30, 2020
Three months
ended
June 30, 2019
Six months
ended
June 30, 2020
Six months
ended
June 30, 2019
Recognized Related Party Transactions
$ 2,736
$ 2,741
$ 6,201
$ 8,774
Waived Related Party Transactions
$ 2,315
$ 2,741
$ 5,780
$ 7,547
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would be no recovery sought for the amounts below in any future period:
TAGS
Three months ended June 30, 2020
$ 11,681
Three months ended June 30, 2019
$ 7,181
Six months ended June 30, 2020
$ 30,503
Six months ended June 30, 2019
$ 28,765
Expenses
Expenses are recorded using the accrual method of accounting.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-02: “Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund
The FASB issued ASU 2020-01: Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates.” The amendments improve, update, and simplify the SEC’s regulations on financial reporting and disclosure. The amendments were adopted for the quarter ended September 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-04: “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and hedging, and Topic 825, Financial Instruments.” The amendments clarify and improve areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement, specifically relating to ASU 2017-12. The amendments were early adopted for the quarter ended June 30, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2019-01: "Leases (Topic 842): Codification Improvements. These amendments align the guidance for fair value of underlying assets by lessors that are not manufacturers or dealers in Topic 842 with that of existing guidance. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, but the amendment is not expected to have a material impact on the financial statements of the Trust or the Fund.
The FASB issued ASU 2018-13: “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. These amendments modify public and private company fair value disclosure requirements. While some disclosures were removed or modified, others were added. The guidance is a result of the FASB’s test of the principals developed to improve the effectiveness of disclosures in the notes to the financial statements. The amendments will be effective for fiscal years and interim periods beginning after December 15, 2019 and may be adopted early. The Sponsor is evaluating the impacts, specifically, the removal, modification and addition to the fair value disclosures of the Trust or the Fund.
The FASB issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118." These amendments add guidance to the FASB Accounting Standards Codification regarding the Tax Cuts and Jobs Act (Act). The amendments were adopted for the quarter ended March 31, 2018; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-13, “Revenue Recognition (Topic 605), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”. The amendment amends the early adoption date option for certain companies related to adoption of ASU No. 2014-09 and ASU No. 2016-02. The SEC staff stated the SEC would not object to a public business entity that otherwise would not meet the definition of a public business entity except for a requirement to include or the inclusion of its financial statements or financial information in another entity’s filing with the SEC adopting ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. This amendment is not expected to have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities”. These amendments refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2016-02, “Leases (Topic 842).” The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments were adopted for the quarter ended March 31, 2019; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
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Fair Value - Definition and Hierarchy
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
Note 4 - Fair Value Measurements
The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 2. The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2020 and December 31, 2019:
June 30, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
June 30, 2020
Exchange Traded Funds
$ 1,045,229
$ -
$ -
$ 1,045,229
Cash Equivalents
2,535
-
-
$ 2,535
Total
$ 1,047,764
$ -
$ -
$ 1,047,764
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December 31, 2019
Assets:
Level 1
Level 2
Level 3
Balanc
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.