Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Trust and each Fund maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms for the Trust and each Fund thereof.
Management of the Sponsor of the Funds (“Management”), including Sal Gilbertie the Sponsor’s Principal Executive Officer and Cory Mullen-Rusin, the Sponsor’s Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation of the Trust’s and each Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report, and, based upon that evaluation, concluded that the Trust’s and each Fund’s disclosure controls and procedures were effective as of the end of such period, to ensure that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure. The scope of the evaluation of the effectiveness of the design and operation of its disclosure controls and procedures covers the Trust, as well as separately for each Fund that is a series of the Trust.
The certifications of the Chief Executive Officer and Chief Financial Officer are applicable to each Fund individually as well as the Trust as a whole.
Management’s Annual Report on Internal Control over Financial Reporting
Management of the Sponsor, on behalf of the Trust and each Fund are responsible for establishing and maintaining adequate internal control over financial reporting. The Trust and each Fund’s internal control system is designed to provide reasonable assurance to the Sponsor regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management of the Sponsor, including Sal Gilbertie, Principal Executive Officer of the Sponsor, and Cory Mullen-Rusin, Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, assessed the effectiveness of the Trust’s and each Fund’s internal control over financial reporting as of December 31, 2021. In making this assessment, it used the criteria in the Internal Control - Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 . Based on the assessment, Management believes that, as of December 31, 2021, the internal control over financial reporting is effective for the Trust and each Fund thereof.
Changes in Internal Control over Financial Reporting
There has been no change in the Trust’s or the Funds’ internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal year that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Funds’ internal control over financial reporting.
Item 9B. Other Information
Not applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The Trust has no directors, officers or employees and is managed by the Sponsor, Teucrium Trading, LLC. The Sponsor is managed by the officers of the Sponsor under its Limited Liability Company Agreement. A discussion concerning the officers of the Sponsor is incorporated herein under Item 1 of this report.
Code of Ethics
The Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees; the Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Funds. A printed copy of the Code of Ethics is available to any person free of charge, upon request, by contacting the Sponsor at:
Teucrium Trading, LLC
Three Main Street
Suite 215
Burlington, Vermont 05401
Phone: (802) 540-0019
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires directors and executive officers of the Sponsor and persons who are beneficial owners of at least 10% a Fund’s Shares to file with the SEC an Initial Statement of Beneficial Ownership of Securities on Form 3 within ten calendar days of first becoming a director, executive officer or beneficial owner of at least 10% of a Fund’s Shares and a Statement of Changes in Beneficial Ownership of Securities on Form 4 within two business days of a subsequent acquisition or disposition of Shares of a Fund and, unless all reportable transactions were previously reported on Form 3 or Form 4, an Annual Statement of Changes in Beneficial Ownership of Securities on Form 5 within 45 days after the Trust’s fiscal year-end. For the year ended December 31, 2021, based solely on a review of the Section 16(a) reports furnished to the Trust and written representation by the Trust’s Section 16(a) reporting persons, to the best knowledge of the Sponsor, all such filings have been made within these prescribed timeframes.
Item 11. Executive Compensation
The Trust does not directly compensate any of the executive officers of the Sponsor. The executive officers of the Sponsor are compensated by the Sponsor for the work they perform on behalf of the Trust. The Trust does not set the amount or form of any portion of the compensation paid to the executive officers by the Sponsor. Each of the series of the Trust, except for TAGS, is obligated to pay a management fee to the Sponsor at an annualized rate of 1.00% of average daily net assets. The Sponsor has the right to elect to waive the management fee for any Fund; that election may be changed by the Sponsor. For 2021, the Funds recognized $3,246,117 in management fees to the Sponsor. In addition to the management fee, each Fund reimburses the Sponsor for expenses related to the operation of the Fund. These related party expenses are discussed in the Notes to the Financial Statements for the Trust and each Fund in Part II of this filing.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
a.
Security Ownership of Certain Beneficial Owners. The following table sets forth information with respect to each person known to own beneficially more than 5% of the outstanding shares of any series in the Trust as of December 31, 2021, based on information known to the Sponsor.
(1) Title of Class
(2) Name and Address
of Beneficial Ownership
(3) Amount and Nature of
Beneficial Ownership
(4) Percent Class
SOYB
REY-JEN CHEN AND ANGELA TZU MEI CHEN, VANCOUVER, CANADA
100,000 (1)
5.06%
SOYB
SUSQUEHANNA SECURITIES LLC, BALA CYNWYD, PA
242,182 (1)
12.26%
SOYB
TEUCRIUM AGRICULTURAL FUND, BURLINGTON, VT
155,374 (1)
7.87%
TAGS
CITIBANK PRIVATE BANK NA, NEW YORK, NY
51,500 (1)
9.81%
CANE
TEUCRIUM AGRICULTURAL FUND, BURLINGTON, VT
389,317 (1)
15.73%
CANE
KOREA SECURITIES DEPOSITORY, BUSAN, KOREA
144,804 (1)
5.85%
(1) These individuals and entities have not filed any public reports with the SEC.
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b.
Security Ownership of Management
The following table sets forth information regarding the beneficial ownership of shares by the executive officers of the Sponsor as of December 31, 2021. Except as listed, no other executive officer of the Sponsor is a beneficial owner of shares of any series of the Trust.
(1)
Title of Class
(2)
Name of Beneficial Owner
(3)
Amount and nature of Beneficial Ownership
(4)
Percent of Class
CORN
Sal Gilbertie
701 common units
*
SOYB
Sal Gilbertie
100 common units
*
CANE
Sal Gilbertie
500 common units
*
WEAT
Sal Gilbertie
200 common units
*
TAGS
Sal Gilbertie
2,300 common units
*
* Less than 1%.
c.
Change in Control.
Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control of the Trust.
Item 13. Certain Relationships and Related Transactions and Director Independence
Neither the Trust or the Funds entered into any transaction in excess of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do not propose to enter into any such transaction.
Item 14. Principal Accountant and Audit Fees and Services
Fees paid for services performed by Grant Thornton and PricewaterhouseCoopers, for the years ended December 31, 2021 and December 31, 2020 were:
Year Ended
Year Ended
December 31,
2021
December 31,
2020
Audit Fees
$ 455,700
$ 480,900
Tax Fees
$ 536,835
$ 435,230
The Sponsor approved all services provided by Grant Thornton and PricewaterhouseCoopers, above. The Sponsor preapproves all audit, non-audit, tax preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all engagement fees and terms.
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PART IV
Item 15. Exhibits and Financial Statements Schedules
The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
3.1
Fifth Amended and Restated Declaration of Trust and Trust Agreement of the Registrant. (1)
3.2
Certificate of Trust of the Registrant. (2)
3.3
Instrument Establishing Teucrium Sugar Fund, Teucrium Wheat Fund, Teucrium Soybean Fund, Teucrium Natural Gas Fund and Teucrium WTI Crude Oil Fund. (3)
3.4
Instrument Establishing Teucrium Agricultural Fund (4)
10.1
Form of Authorized Purchaser Agreement. (9)
10.2
Distribution Services Agreement. (5)
10.3
Amended and Restated Distribution Services Agreement. (6)
10.4
Amendment to Amended and Restated Distribution Services Agreement. (7)
10.5
Second Amendment to Amended and Restated Distribution Services Agreement (8)
10.6
Third Amendment to Amended and Restated Distribution Services Agreement (10)
10.7
Fourth Amendment to Amended and Restated Distribution Services Agreement (11)
10.8
Fifth Amendment to Amended and Restated Distribution Services Agreement (13)
10.9
Custody Agreement. (12)
10.10
First Amendment to the Custody Agreement (14)
10.11
Fund Accounting Servicing Agreement (12)
10.12
First Amendment to the Accounting Servicing Agreement (14)
10.13
Transfer Agent Servicing Agreement (12)
10.14
First Amendment to the Transfer Agent Servicing Agreement (14)
10.15
Fund Administration Servicing Agreement (12)
10.16
First Amendment to the Fund Administration Servicing Agreement (14)
31.1
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.(15)
31.2
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (15)
32.1
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
32.2
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
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Table of Contents
101.INS
XBRL Instance Document (15)
101.SCH
XBRL Taxonomy Extension Schema (15)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase (15)
101.DEF
XBRL Taxonomy Definition Linkbase (15)
101.LAB
XBRL Taxonomy Extension Label Linkbase (15)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase (15)
(1)
Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 2 to Registration Statement No. 333-230623, filed on April 26, 2019 and incorporated by reference herein.
(2)
Previously filed as like-numbered exhibit to Registration Statement No. 333-162033, filed on September 21, 2009 and incorporated by reference herein.
(3)
Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 1 to Registration Statement No. 333-167590, filed on March 9, 2011 and incorporated by reference herein.
(4)
Previously filed as Exhibit 3.3 to Registration Statement No. 333-173691, filed on April 25, 2011 and incorporated by reference herein.
(5)
Previously filed as Exhibit 10.2 to Post-Effective Amendment No. 1 to Registration Statement No. 333-162033, filed on October 22, 2010 and incorporated by reference herein.
(6)
Previously filed as Exhibit 10.2(1) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated herein by reference.
(7)
Previously filed as Exhibit 10.2(2) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated by reference herein.
(8)
Previously filed as Exhibit 10.2(3) to Registrant’s Current Report on Form 8-K for the Teucrium Corn Fund, filed on November 1, 2011 and incorporated by reference herein.
(9)
Previously filed as like-numbered exhibit to Pre-Effective Amendment No. 1 to Registration Statement No. 333-173691, filed on December 5, 2011.
(10)
Previously filed as Exhibit 10.5 to Pre-Effective Amendment No.1 to Registration Statement No. 333-187463, filed on April 26, 2013.
(11)
Previously filed as Exhibit to 10.9 to Registration Statement No. 333-201953, filed on February 9, 2015 and incorporated by reference herein.
(12)
Previously filed as like-numbered exhibit to Registrant’s Report on Form 10-K for the fiscal year ended December 31, 2015, filed on March 16, 2016.
(13)
Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on March 10, 2021, and incorporated by reference herein.
(14)
Previously filed as like-numbered exhibit to Registrant's Report on Form 10-K for the fiscal year ended December 31, 2020, filed on March 16, 2021.
(15)
Filed herein.
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Table of Contents
TEUCRIUM COMMODITY TRUST
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2021
Index to Financial Statements
Documents
Page
TEUCRIUM COMMODITY TRUST
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-2
Combined Statements of Assets and Liabilities at December 31, 2021 and 2020
F-3
Combined Schedules of Investments at December 31, 2021 and 2020
F-4
Combined Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-6
Combined Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-7
Combined Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-8
Notes to Combined Financial Statements
F-9
TEUCRIUM CORN FUND
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-23
Statements of Assets and Liabilities at December 31, 2021 and 2020
F-24
Schedules of Investments at December 31, 2021 and 2020
F-25
Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-27
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-28
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-29
Notes to Financial Statements
F-30
TEUCRIUM SOYBEAN FUND
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-42
Statements of Assets and Liabilities at December 31, 2021 and 2020
F-43
Schedules of Investments at December 31, 2021 and 2020
F-44
Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-46
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-47
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-48
Notes to Financial Statements
F-49
TEUCRIUM SUGAR FUND
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-61
Statements of Assets and Liabilities at December 31, 2021 and 2020
F-62
Schedules of Investments at December 31, 2021 and 2020
F-63
Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-65
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-66
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-67
Notes to Financial Statements
F-68
TEUCRIUM WHEAT FUND
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-80
Statements of Assets and Liabilities at December 31, 2021 and 2020
F-81
Schedules of Investments at December 31, 2021 and 2020
F-82
Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-84
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-85
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-86
Notes to Financial Statements
F-87
TEUCRIUM AGRICULTURAL FUND
Report of Independent Registered Public Accounting Firm (PCAOB # 248 )
F-99
Statements of Assets and Liabilities at December 31, 2021 and 2020
F-100
Schedules of Investments at December 31, 2021 and 2020
F-101
Statements of Operations for the years ended December 31, 2021, 2020 and 2019
F-103
Statements of Changes in Net Assets for the years ended December 31, 2021, 2020 and 2019
F-104
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
F-105
Notes to Financial Statements
F-106
F-1
Table of Contents
GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Commodity Trust
Opinion on the financial statements
We have audited the accompanying combined statements of assets and liabilities, including the combined schedules of investments, of Teucrium Commodity Trust (a Delaware statutory Trust) (the “Trust”) as of December 31, 2021 and 2020, the related combined statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Trust’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
F-2
Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash and cash equivalents
$ 252,211,943
$ 309,378,295
Interest receivable
16,982
16,982
Other assets
1,000
38
Capital shares receivable
-
307,830
Equity in trading accounts:
Commodity futures contracts
13,415,301
42,424,697
Due from broker
613,126
-
Total equity in trading accounts
14,028,427
42,424,697
Total assets
$ 266,258,352
$ 352,127,842
Liabilities
Management fee payable to Sponsor
$ 227,779
$ 264,709
Payable for purchases of commercial paper
-
9,995,298
Other liabilities
129,453
71,568
Payable for Shares redeemed
-
4,404,915
Equity in trading accounts:
Commodity futures contracts
735,475
-
Due to broker
888,877
27,278,158
Total equity in trading accounts
1,624,352
27,278,158
Total liabilities
1,981,584
42,014,648
Net Assets
$ 264,276,768
$ 310,113,194
The accompanying notes are an integral part of these financial statements.
F-3
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TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost $30,443,449)
$ 30,443,449
11.52 %
30,443,449
Goldman Sachs Financial Square Government Fund - Institutional Class 0.030% (cost $2,525,384)
2,525,384
0.96
2,525,384
Total money market funds
$ 32,968,833
12.48 %
Principal Amount
Commercial Paper
Albemarle Corporation 0.181% (cost: $9,996,324 due 01/31/2022)
$ 9,998,489
3.78 %
10,000,000
Albemarle Corporation 0.200% (cost: $4,998,834 due 01/11/2022)
4,999,722
1.89
5,000,000
Brookfield Infrastructure Holdings (Canada) Inc. 0.170% (cost: $2,499,021 due 01/25/2022)
2,499,717
0.95
2,500,000
Conagra Brands, Inc. 0.160% (cost: $7,497,300 due 01/05/2022)
7,499,867
2.84
7,500,000
Conagra Brands, Inc. 0.150% (cost: $4,998,710 due 01/18/2022)
4,999,646
1.89
5,000,000
General Motors Financial Company, Inc. 0.160% (cost: $4,998,000 due 01/06/2022)
4,999,889
1.89
5,000,000
General Motors Financial Company, Inc. 0.200% (cost: $9,995,111 due 01/31/2022)
9,998,333
3.78
10,000,000
General Motors Financial Company, Inc. 0.160% (cost: $4,998,800 due 01/03/2022)
4,999,956
1.89
5,000,000
Harley-Davidson Financial Services, Inc. 0.167% (cost: $9,996,061 due 01/13/2022)
9,999,444
3.78
10,000,000
Harley-Davidson Financial Services, Inc. 0.170% (cost: $4,997,876 due 02/01/2022)
4,999,268
1.89
5,000,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $4,997,328 due 03/02/2022)
4,997,918
1.89
5,000,000
Humana Inc. 0.140% (cost: $4,998,425 due 01/07/2022)
4,999,883
1.89
5,000,000
Jabil Inc. 0.250% (cost: $2,499,219 due 01/20/2022)
2,499,670
0.95
2,500,000
Jabil Inc. 0.300% (cost: $7,496,063 due 02/08/2022)
7,497,625
2.84
7,500,000
Jabil Inc. 0.310% (cost: $4,996,900 due 02/25/2022)
4,997,632
1.89
5,000,000
Viatris Inc. 0.250% (cost: $4,997,466 due 02/11/2022)
4,998,577
1.89
5,000,000
Viatris Inc. 0.300% (cost: $4,996,625 due 02/11/2022)
4,998,292
1.89
5,000,000
Viatris Inc. 0.310% (cost: $4,996,986 due 03/01/2022)
4,997,460
1.89
5,000,000
Viatris Inc. 0.200% (cost: $4,998,584 due 01/21/2022)
4,999,444
1.89
5,000,000
WGL Holdings, Inc. 0.220% (cost: $4,998,686 due 01/12/2022)
4,999,664
1.89
5,000,000
WGL Holdings, Inc. 0.187% (cost: $4,998,700 due 01/06/2022)
4,999,870
1.89
5,000,000
Total Commercial Paper (total cost: $119,951,019)
$ 119,980,366
45.38 %
Total Cash Equivalents
$ 152,949,199
57.86 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY22 (1,418 contracts)
$ 3,767,282
1.43 %
$ 42,185,500
CBOT corn futures JUL22 (1,218 contracts)
196,244
0.07
36,144,150
CBOT corn futures DEC22 (1,558 contracts)
1,973,026
0.75
42,533,400
United States soybean futures contracts
CBOT soybean futures MAR22 (234 contracts)
591,547
0.22
15,669,225
CBOT soybean futures MAY22 (199 contracts)
1,008,504
0.38
13,422,550
CBOT soybean futures NOV22 (250 contracts)
1,084,800
0.41
15,865,625
United States sugar futures contracts
ICE sugar futures MAY22 (381 contracts)
225,299
0.09
7,936,992
ICE sugar futures MAR23 (392 contracts)
853,927
0.32
8,091,507
United States wheat futures contracts
CBOT wheat futures MAY22 (687 contracts)
1,809,796
0.68
26,595,488
CBOT wheat futures DEC22 (686 contracts)
1,904,876
0.72
26,411,000
Total commodity futures contracts
$ 13,415,301
5.07 %
$ 234,855,437
Description: Liabilities
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures JUL22 (331 contracts)
$ 80,506
0.03 %
$ 6,817,541
United States wheat futures contracts
CBOT wheat futures JUL22 (593 contracts)
654,969
0.25
22,667,425
Total commodity futures contracts
$ 735,475
0.28 %
$ 29,484,966
Exchange-traded funds*
Shares
Teucrium Corn Fund
$ 3,537,560
1.34 %
163,930
Teucrium Soybean Fund
3,538,006
1.34
155,374
Teucrium Sugar Fund
3,591,878
1.36
389,317
Teucrium Wheat Fund
3,510,575
1.33
475,836
Total exchange-traded funds (cost $12,799,498)
$ 14,178,019
5.37 %
*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.
F-4
Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.04% (cost $56,055,737)
$ 56,055,737
18.08 %
56,055,737
Blackrock Liquidity FedFund - Institutional Class 0.005% (cost $5,065,941)
5,065,941
1.63
5,065,941
Total money market funds
$ 61,121,678
19.71 %
Principal Amount
Commercial Paper
Energy Transfer Operating, L.P. 0.501% (cost: $7,496,667 due 01/29/2021)
$ 7,497,084
2.42 %
7,500,000
Energy Transfer Operating, L.P. 0.421% (cost: $4,997,725 due 01/29/2021)
4,998,366
1.61
5,000,000
Energy Transfer Operating, L.P. 0.501% (cost: $7,496,771 due 02/05/2021)
7,496,771
2.42
7,500,000
General Motors Financial Company, Inc. 0.400% (cost: $4,995,890 due 01/04/2021)
4,999,834
1.61
5,000,000
General Motors Financial Company, Inc. 0.411% (cost: $4,996,356 due 01/08/2021)
4,999,602
1.61
5,000,000
General Motors Financial Company, Inc. 0.471% (cost: $7,491,612 due 01/20/2021)
7,498,140
2.42
7,500,000
General Motors Financial Company, Inc. 0.471% (cost: $2,497,062 due 01/25/2021)
2,499,217
0.81
2,500,000
Harley-Davidson Financial Services, Inc. 0.310% (cost: $7,994,903 due 01/05/2021)
7,999,725
2.58
8,000,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $9,993,749 due 01/11/2021)
9,999,305
3.22
10,000,000
Harley-Davidson Financial Services, Inc. 0.270% (cost: $1,999,025 due 01/20/2021)
1,999,715
0.64
2,000,000
Hyundai Capital America, Inc. 0.150% (cost: $7,497,595 due 02/01/2021)
7,499,031
2.42
7,500,000
Hyundai Capital America, Inc. 0.170% (cost: $9,996,980 due 02/03/2021)
9,998,443
3.22
10,000,000
Jabil Inc. 0.430% (cost: $9,994,507 due 01/29/2021)
9,996,656
3.22
10,000,000
Jabil Inc. 0.501% (cost: $7,491,459 due 02/24/2021)
7,494,375
2.42
7,500,000
Jabil Inc. 0.401% (cost: $2,498,528 due 02/26/2021)
2,498,528
0.81
2,500,000
Marathon Petroleum Corporation 0.350% (cost: $7,496,063 due 02/01/2021)
7,497,739
2.42
7,500,000
Marathon Petroleum Corporation 0.381% (cost: $12,490,368 due 02/26/2021)
12,492,610
4.03
12,500,000
Viatris Inc. 0.372% (cost: $9,994,117 due 02/26/2021)
9,994,220
3.22
10,000,000
Viatris Inc. 0.451% (cost: $4,994,438 due 03/22/2021)
4,995,000
1.61
5,000,000
WGL Holdings, Inc. 0.200% (cost: $2,499,528 due 01/26/2021)
2,499,653
0.81
2,500,000
WGL Holdings, Inc. 0.200% (cost: $2,499,417 due 01/27/2021)
2,499,639
0.81
2,500,000
Walgreens Boots Alliance, Inc. 0.246% (cost: $14,993,143 due 03/05/2021)
14,993,553
4.83
15,000,000
Total Commercial Paper (total cost: $152,405,903)
$ 152,447,206
49.16 %
Total Cash Equivalents
$ 213,568,884
68.87 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY21 (2,004 contracts)
$ 9,160,307
2.95 %
$ 48,421,650
CBOT corn futures JUL21 (1,727 contracts)
4,516,403
1.46
41,469,588
CBOT corn futures DEC21 (2,226 contracts)
6,477,896
2.09
48,387,675
United States soybean futures contracts
CBOT soybean futures MAR21 (479 contracts)
7,011,407
2.26
31,398,450
CBOT soybean futures MAY21 (411 contracts)
3,404,313
1.10
26,853,712
CBOT soybean futures NOV21 (557 contracts)
4,708,506
1.52
30,962,238
United States sugar futures contracts
ICE sugar futures MAY21 (272 contracts)
550,868
0.18
4,472,115
ICE sugar futures JUL21 (241 contracts)
345,612
0.11
3,830,165
ICE sugar futures MAR22 (279 contracts)
511,223
0.16
4,459,090
United States wheat futures contracts
CBOT wheat futures MAY21 (765 contracts)
2,297,658
0.74
24,460,875
CBOT wheat futures JUL21 (668 contracts)
687,506
0.22
20,983,550
CBOT wheat futures DEC21 (767 contracts)
2,752,998
0.89
24,419,363
Total commodity futures contracts
$ 42,424,697
13.68 %
$ 310,118,471
Description: Liabilities
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Exchange-traded funds*
Shares
Teucrium Corn Fund
$ 401,787
0.13 %
25,858
Teucrium Soybean Fund
401,177
0.13
20,581
Teucrium Sugar Fund
383,816
0.12
57,124
Teucrium Wheat Fund
395,482
0.13
64,237
Total exchange-traded funds (cost $1,586,899)
$ 1,582,262
0.51 %
*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.
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TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on commodity futures contracts
$ 117,839,481
$ 25,091,898
$ ( 19,460,504 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 29,744,871 )
35,293,415
11,931,134
Interest income
541,938
1,350,681
4,081,233
Total income (loss)
88,636,548
61,735,994
( 3,448,137 )
Expenses
Management fees
3,246,117
2,185,437
1,674,357
Professional fees
1,089,756
1,266,367
1,191,133
Distribution and marketing fees
3,281,450
2,826,548
2,632,221
Custodian fees and expenses
363,000
369,293
351,514
Business permits and licenses fees
123,465
213,173
103,438
General and administrative expenses
301,580
297,679
250,644
Brokerage commissions
-
-
41,273
Other expenses
17
2,811
24,204
Total expenses
8,405,385
7,161,308
6,268,784
Expenses waived by the Sponsor
( 2,183,856 )
( 1,580,551 )
( 326,705 )
Total expenses, net
6,221,529
5,580,757
5,942,079
Net income (loss)
$ 82,415,019
$ 56,155,237
$ ( 9,390,216 )
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income (loss)
$ 82,415,019
$ 56,155,237
$ ( 9,390,216 )
Capital transactions
Issuance of Shares
176,346,175
305,719,849
70,773,761
Redemption of Shares
( 293,409,949 )
( 219,645,122 )
( 43,731,253 )
Net change in the cost of the Underlying Funds
( 11,187,671 )
( 23,367 )
3,145
Total capital transactions
( 128,251,445 )
86,051,360
27,045,653
Net change in net assets
( 45,836,426 )
142,206,597
17,655,437
Net assets, beginning of period
310,113,194
167,906,597
150,251,160
Net assets, end of period
$ 264,276,768
$ 310,113,194
$ 167,906,597
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income (loss)
$ 82,415,019
$ 56,155,237
$ ( 9,390,216 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized (appreciation) depreciation on commodity futures contracts
29,744,871
( 35,293,415 )
( 11,931,134 )
Changes in operating assets and liabilities:
Due from broker
( 613,126 )
4,252
10,968,023
Interest receivable
-
( 16,732 )
( 137 )
Other assets
( 962 )
9,681
14,736
Due to broker
( 26,389,281 )
22,138,032
5,140,126
Management fee payable to Sponsor
( 36,930 )
122,811
6,635
Payable for purchases of commercial paper
( 9,995,298 )
9,995,298
( 14,951,548 )
Other liabilities
57,885
32,801
( 70,575 )
Net cash provided by (used in) operating activities
75,182,178
53,147,965
( 20,214,090 )
Cash flows from financing activities:
Proceeds from sale of Shares
176,654,005
305,412,019
70,773,761
Redemption of Shares
( 297,814,864 )
( 215,240,207 )
( 43,731,253 )
Net change in cost of the Underlying Funds
( 11,187,671 )
( 23,367 )
3,145
Net cash (used in) provided by financing activities
( 132,348,530 )
90,148,445
27,045,653
Net change in cash and cash equivalents
( 57,166,352 )
143,296,410
6,831,563
Cash and cash equivalents, beginning of period
309,378,295
166,081,885
159,250,322
Cash and cash equivalents, end of period
$ 252,211,943
$ 309,378,295
$ 166,081,885
The accompanying notes are an integral part of these financial statements.
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Table of Contents
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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. 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 October 2, 2020. The registration statement for CORN registered an additional 20,000,000 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 was declared effective on October 2, 2020 and SOYB were declared effective by the SEC on August 24, 2020. The registration statements for SOYB and CANE registered an additional 15,000,000 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.
Teucrium Trading, LLC is the sponsor (“Sponsor”) of the Trust. 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 specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10-K filing. In general, the investment objective of each Fund is to have the daily changes in the Net Asset Value (“NAV”) of each Fund’s shares reflect the daily changes in the specified commodity market for future delivery as measured by the Benchmark. The investment objective of TAGS is to have the daily changes in percentage terms of 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: CORN, WEAT, SOYB, and CANE (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 to maintain the approximate 25% allocation to each Underlying Fund.
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.
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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, 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 0.0050% 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 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion, and 0.02% on the balance over $3 billion annually. A combined minimum annual fee of up to $47,000 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.
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.
E D & F Man Capital Markets, Inc. (“E D & F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. E D & F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of FINRA. E D & 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 E D & 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 can be found below under the heading, Brokerage Commissions .
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.
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Table of Contents
The Sponsor employs Thales Capital Partners LLC (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of Financial Industry Regulatory Authority (FINRA) and SIPC. Thales receives a quarterly fee of $18,750 or 0.10% of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised 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:
Year Ended December 31,
2021
Year Ended December 31,
2020
Year Ended December 31,
2019
Amount Recognized for Custody Services
$ 363,000
$ 369,293
$ 351,514
Amount of Custody Services Waived
$ 120,850
$ 71,342
$ 24,397
Amount Recognized for Distribution Services
$ 186,531
$ 180,024
$ 161,317
Amount of Distribution Services Waived
$ 94,724
$ 68,140
$ 7,770
Amount Recognized for Wilmington Trust
$ 3,300
$ 3,300
$ 3,300
Amount of Wilmington Trust Waived
$ 991
$ 2,215
$ 243
Amount Recognized for Thales
$ 297,222
$ 116,901
$ -
Amount of Thales Waived
$ 153,198
$ 57,988
$ -
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.
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 statements of assets and liabilities 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. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Funds seek to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Funds seek to earn interest on funds held at the custodian and at other financial institutions at prevailing market rates for such investments.
The Sponsor may invest 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 combined statements of assets and liabilities and in cash and cash equivalents cash on the combined statements of cash flows. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
The Sponsor may invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts. Accretion on these investments is recognized using the effective interest method in U.S. dollars and included in interest income on the combined statements of operations.
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Table of Contents
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 total brokerage commissions paid inclusive of unrealized loss for the years ended December 31, 2021, 2020, and 2019.
CORN
SOYB
CANE
WEAT
TAGS
TRUST
Year Ending December 31, 2021
$ 141,674
$ 29,889
$ 21,123
$ 47,448
$ -
$ 240,134
Year Ending December 31, 2020
$ 149,619
$ 35,880
$ 14,681
$ 40,741
$ 1
$ 240,922
Year Ending December 31, 2019
$ 81,568
$ 12,219
$ 12,776
$ 41,004
$ -
$ 147,567
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 2018 to 2021, 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 for the years ended December 31, 2021, 2020, 2019, and 2018. 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 for the years ending December 31, 2021, 2020, 2019, and 2018.
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) 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 capital shares receivable. Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.
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Cash and Cash Equivalents
Cash equivalents are highly liquid investments with original 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 are 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 may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
December 31,
2021
December 31,
2020
December 31,
2019
Money Market Funds
$ 32,968,833
$ 61,121,678
$ 3,060
Demand Deposit Savings Accounts
99,262,744
95,809,411
89,552,523
Commercial Paper
119,980,366
152,447,206
69,915,031
Treasury Bills
-
-
6,611,271
Total cash and cash equivalents as presented on the combined Statement of Assets and Liabilities
$ 252,211,943
$ 309,378,295
$ 166,081,885
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 and 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 relatively 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 those in other forms of investment or speculation. As discussed below, adverse price changes in a 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.
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. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. 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
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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. 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, Teucrium Trading, LLC (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, certain aspects of 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.
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 in the financial statements of each Fund.
Year Ended December 31,
2021
Year Ended December 31,
2020
Year Ended December 31,
2019
Recognized Related Party Transactions
$ 2,321,539
$ 2,279,672
$ 1,992,524
Waived Related Party Transactions
$ 1,052,715
$ 775,432
$ 137,711
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
Year Ended December 31, 2021
$ 1,060,261
$ 576,014
$ 134,294
$ 307,565
$ 105,722
$ 2,183,856
Year Ended December 31, 2020
$ 849,396
$ 399,518
$ 210,614
$ 81,190
$ 39,833
$ 1,580,551
Year Ended December 31, 2019
$ 15,639
$ 96,303
$ 171,746
$ 2,500
$ 40,517
$ 326,705
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.
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Table of Contents
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.
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.
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On December 31, 2021 and 2020, 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 years being reported.
For the quarter ended June 30, 2021, Corn Futures Contracts for the Sep21 CBOT corn futures and the Dec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust, CORN and TAGS classified these as level 2 assets. The financial statements of CORN including TAGS, due to the NAV adjustment for the Underlying CORN holdings, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 711,275 for CORN. The Corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
For the quarter ended March 31, 2021, Corn Futures Contracts for the Jul21 CBOT corn futures, Sep21 CBOT corn futures, Dec21 CBOT corn futures, Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures, settled in a “limit up” condition. Accordingly, the Trust, CORN, and SOYB classified these as Level 2 assets. The financial statements of these funds including TAGS, due to the NAV adjustment for each of these Underlying Funds, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 3,371,513 for CORN and $ 279,750 for SOYB. The Soybean futures contracts transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts remained a Level 2 asset as described above.
For the quarter ending June 30, 2020, the DEC21 Wheat Futures Contracts traded on the CBOT did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as Level 2 assets. The DEC21 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2020. The value of these contracts was $ 533,160 , these transferred back to a Level 1 asset for the quarter ending September 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”) 2021-05: “Leases (Topic 842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was early adopted for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued ASU 2020-02: “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.
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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 early 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 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 3310532, 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 201712. 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 were adopted for the quarter ended September 30, 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 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 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 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. The amendments were adopted for the quarter ended September 30, 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 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.
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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 December 31, 2021 and December 31, 2020:
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 152,949,199
$ -
$ -
$ 152,949,199
Commodity Futures Contracts
Corn futures contracts
5,936,552
-
-
5,936,552
Soybean futures contracts
2,684,851
-
-
2,684,851
Sugar futures contracts
1,079,226
-
-
1,079,226
Wheat futures contracts
3,714,672
-
-
3,714,672
Total
$ 166,364,500
$ -
$ -
$ 166,364,500
Liabilities:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Commodity Futures Contracts
Sugar futures contracts
80,506
-
-
80,506
Wheat futures contracts
654,969
-
-
654,969
Total
$ 735,475
$ -
$ -
$ 735,475
December 31, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2020
Cash Equivalents
$ 213,568,884
$ -
$ -
$ 213,568,884
Commodity Futures Contracts
Corn futures contracts
20,154,606
-
-
20,154,606
Soybean futures contracts
15,124,226
-
-
15,124,226
Sugar futures contracts
1,407,703
-
-
1,407,703
Wheat futures contracts
5,738,162
-
-
5,738,162
Total
$ 255,993,581
$ -
$ -
$ 255,993,581
For the years ended December 31, 2021 and 2020, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy. 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 quarter ended June 30, 2021, Corn Futures Contracts for the Sep21 CBOT corn futures and the Dec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust, CORN and TAGS classified these as level 2 assets. The financial statements of CORN including TAGS, due to the NAV adjustment for the Underlying CORN holdings, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 711,275 for CORN. The Corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
For the quarter ended March 31, 2021, Corn Futures Contracts for the Jul21 CBOT corn futures, Sep21 CBOT corn futures, Dec21 CBOT corn futures, Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures, settled in a “limit up” condition. Accordingly, the Trust, CORN, and SOYB classified these as Level 2 assets. The financial statements of these funds including TAGS, due to the NAV adjustment for each of these Underlying Funds, were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 3,371,513 for CORN and $ 279,750 for SOYB. The Soybean futures contracts transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts remained a Level 2 asset as described above.
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For the quarter ended June 30, 2020, the Dec21 CBOT Wheat Futures Contracts traded on the CBOT did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset for the period ended June 30, 2020 due to the quarterly average daily volume for the contract. These Wheat contracts transferred back to a Level 1 asset for the period ended September 30, 2020.
See the Fair Value - Definition and Hierarchy section in Note 4 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 counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the years ended December 31, 2021 and 2020, 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 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 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 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, E D & F Man as of December 31, 2021 and 2020. *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
(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
$ 5,936,552
$ -
$ 5,936,552
$ -
$ -
$ 5,936,552
Soybean futures contracts
$ 2,684,851
$ -
$ 2,684,851
$ -
$ 675,169
$ 2,009,682
Sugar futures contracts
$ 1,079,226
$ -
$ 1,079,226
$ 80,506
$ -
$ 998,720
Wheat futures contracts
$ 3,714,672
$ -
$ 3,714,672
$ 654,969
$ 213,708
$ 2,845,995
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2021
(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 Amoun t
Commodity Price
Sugar futures contracts
$ 80,506
$ -
$ 80,506
$ 80,506
$ -
$ -
Wheat futures contracts
$ 654,969
$ -
$ 654,969
$ 654,969
$ -
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 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 Amoun t
Commodity Price
Corn futures contracts
$ 20,154,606
$ -
$ 20,154,606
$ -
$ 12,973,828
$ 7,180,778
Soybean futures contracts
$ 15,124,226
$ -
$ 15,124,226
$ -
$ 11,257,566
$ 3,866,660
Sugar futures contracts
$ 1,407,703
$ -
$ 1,407,703
$ -
$ 475,661
$ 932,042
Wheat futures contracts
$ 5,738,162
$ -
$ 5,738,162
$ -
$ 2,571,103
$ 3,167,059
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Trust:
Year ended December 31, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 65,827,118
$ ( 14,218,054 )
Soybeans futures contracts
27,370,674
( 12,439,375 )
Sugar futures contracts
6,223,228
( 408,983 )
Wheat futures contracts
18,418,461
( 2,678,459 )
Total commodity futures contracts
$ 117,839,481
$ ( 29,744,871 )
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Year ended December 31, 2020
Realized Gain
(Loss) on
Commodity Futures
Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 5,882,216
$ 19,371,125
Soybean futures contracts
14,404,714
14,192,330
Sugar futures contracts
( 656,937 )
1,060,274
Wheat futures contracts
5,461,905
669,686
Total commodity futures contracts
$ 25,091,898
$ 35,293,415
Year ended December 31, 2019
Realized (Loss) Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 9,512,148 )
$ 1,973,406
Soybean futures contracts
( 438,468 )
742,746
Sugar futures contracts
113,747
161,106
Wheat futures contracts
( 9,623,635 )
9,053,876
Total commodity futures contracts
$ ( 19,460,504 )
$ 11,931,134
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $321.8 million in 2021, $224.9 million in 2020, and $167.2 million in 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. The Funds bear their own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees, and other similar costs.
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:
December 31, 2021
Outstanding
Shares
Net Assets
Teucrium Corn Fund
5,600,004
$ 120,846,256
Teucrium Soybean Fund
1,975,004
44,972,625
Teucrium Sugar Fund
2,475,004
22,834,664
Teucrium Wheat Fund
10,250,004
75,621,587
Teucrium Agricultural Fund:
525,002
Net assets including the investment in the Underlying Funds
14,179,655
Less: Investment in the Underlying Funds
( 14,178,019 )
Net for the Fund in the combined net assets of the Trust
1,636
Total
$ 264,276,768
F-21
Table of Contents
December 31, 2020
Outstanding
Shares
Net Assets
Teucrium Corn Fund
8,900,004
$ 138,289,537
Teucrium Soybean Fund
4,575,004
89,178,862
Teucrium Sugar Fund
1,900,004
12,766,091
Teucrium Wheat Fund
11,350,004
69,876,578
Teucrium Agricultural Fund:
75,002
Net assets including the investment in the Underlying Funds
1,584,388
Less: Investment in the Underlying Funds
( 1,582,262 )
Net for the Fund in the combined net assets of the Trust
2,126
Total
$ 310,113,194
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 year-ended December 31, 2021 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 continued uncertainty over the path of COVID-19 may continue to 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 1 of this 10-K.
In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of agricultural commodities, agricultural commodity futures and the share price of each Fund.
CORN:
The total net assets of the Fund increased by $ 85,582,064 , or 71 %, for the period December 31, 2021 to March 15, 2022. This was driven by a 22 % increase in the NAV per share and a 40 % increase in the shares outstanding.
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
SOYB:
The total net assets of the Fund increased by $ 21,623,239 , or 48 %, for the period December 31, 2021 to March 15, 2022. This was driven by a 19 % increase in the NAV per share and a 24 % increase in the shares outstanding.
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
CANE:
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
WEAT:
The total net assets of the Fund increased by $ 273,082,993 , or 361 %, for the period December 31, 2021 to March 15, 2022. This was driven by a 45 % increase in the NAV per share and a 219 % increase in the shares outstanding.
In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of agricultural commodities, agricultural commodity futures and the share price of the Fund.
On March 7, 2022, the Teucrium Wheat Fund sold all available shares for purchase by its Authorized Participants and suspended creations. On March 9, 2022, the SEC accelerated a new registration statement filed by the Fund for an indefinite amount of new shares and the offer and sale of the Fund’s shares commenced.
TAGS:
The total net assets of the Fund increased by $ 15,312,601 , or 108 %, for the period December 31, 2021 to March 15, 2022. This was driven by a 21 % increase in the NAV per share and a 71 % increase in the shares outstanding.
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
F-22
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Corn Fund
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Corn Fund (the “Fund”) as of December 31, 2021 and 2020, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Fund’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
F-23
Table of Contents
TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash and cash equivalents
$ 115,012,740
$ 138,181,061
Interest receivable
8,614
7,343
Equity in trading accounts:
Commodity futures contracts
5,936,552
20,154,606
Due from broker
77,143
-
Total equity in trading accounts
6,013,695
20,154,606
Total assets
121,035,049
158,343,010
Liabilities
Management fee payable to Sponsor
104,087
117,864
Payable for purchases of commercial paper
-
4,997,847
Other liabilities
84,706
21,659
Payable for shares redeemed
-
1,942,275
Equity in trading accounts:
Due to broker
-
12,973,828
Total liabilities
188,793
20,053,473
Net assets
$ 120,846,256
$ 138,289,537
Shares outstanding
5,600,004
8,900,004
Shares authorized
22,425,000
27,450,000
Net asset value per share
$ 21.58
$ 15.54
Market value per share
$ 21.54
$ 15.58
The accompanying notes are an integral part of these financial statements.
F-24
Table of Contents
TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost $11,397,154)
$ 11,397,154
9.43 %
11,397,154
Goldman Sachs Financial Square Government Fund - Institutional Class 0.030% (cost $2,508)
2,508
0.00
2,508
Total money market funds (cost: $11,399,662)
11,399,662
9.43
Principal Amount
Commercial Paper
Albemarle Corporation 0.181% (cost: $7,497,243 due 01/31/2022)
$ 7,498,867
6.20 %
7,500,000
Conagra Brands, Inc. 0.160% (cost: $2,499,000 due 01/05/2022)
2,499,955
2.07
2,500,000
Conagra Brands, Inc. 0.150% (cost: $2,499,355 due 01/18/2022)
2,499,823
2.07
2,500,000
General Motors Financial Company, Inc. 0.160% (cost: $2,499,000 due 01/06/2022)
2,499,944
2.07
2,500,000
General Motors Financial Company, Inc. 0.200% (cost: $3,498,289 due 01/31/2022)
3,499,417
2.89
3,500,000
General Motors Financial Company, Inc. 0.160% (cost: $2,499,400 due 01/03/2022)
2,499,978
2.07
2,500,000
Harley-Davidson Financial Services, Inc. 0.167% (cost: $7,497,046 due 01/13/2022)
7,499,583
6.20
7,500,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $2,498,664 due 03/02/2022)
2,498,959
2.07
2,500,000
Humana Inc. 0.140% (cost: $4,998,425 due 01/07/2022)
4,999,883
4.14
5,000,000
Jabil Inc. 0.300% (cost: $4,997,375 due 02/08/2022)
4,998,417
4.13
5,000,000
Jabil Inc. 0.310% (cost: $2,498,450 due 02/25/2022)
2,498,816
2.07
2,500,000
Viatris Inc. 0.250% (cost: $4,997,466 due 02/11/2022)
4,998,577
4.14
5,000,000
Viatris Inc. 0.310% (cost: $2,498,493 due 03/01/2022)
2,498,730
2.07
2,500,000
WGL Holdings, Inc. 0.220% (cost: $2,499,343 due 01/12/2022)
2,499,832
2.07
2,500,000
Total Commercial Paper (cost: $53,477,549)
$ 53,490,781
44.26 %
Total Cash Equivalents
$ 64,890,443
53.69 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY22 (1,418 contracts)
$ 3,767,282
3.12 %
$ 42,185,500
CBOT corn futures JUL22 (1,218 contracts)
196,244
0.16
36,144,150
CBOT corn futures DEC22 (1,558 contracts)
1,973,026
1.63
42,533,400
Total commodity futures contracts
$ 5,936,552
4.91 %
$ 120,863,050
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.04% (cost $27,477,241)
$ 27,477,241
19.87 %
27,477,241
Blackrock Liquidity FedFund - Institutional Class 0.005% (cost $19,076)
19,076
0.01
19,076
Total money market funds (cost: $27,496,317)
27,496,317
19.88
Principal Amount
Commercial Paper
Energy Transfer Operating, L.P. 0.501% (cost: $2,498,889 due 01/29/2021)
$ 2,499,028
1.81 %
2,500,000
Energy Transfer Operating, L.P. 0.501% (cost: $4,997,847 due 02/05/2021)
4,997,847
3.61
5,000,000
General Motors Financial Company, Inc. 0.411% (cost: $2,498,178 due 01/08/2021)
2,499,801
1.81
2,500,000
General Motors Financial Company, Inc. 0.471% (cost: $4,994,386 due 01/20/2021)
4,998,760
3.61
5,000,000
General Motors Financial Company, Inc. 0.471% (cost: $2,497,226 due 01/20/2021)
2,499,380
1.81
2,500,000
General Motors Financial Company, Inc. 0.471% (cost: $2,497,062 due 01/25/2021)
2,499,217
1.81
2,500,000
Harley-Davidson Financial Services, Inc. 0.310% (cost: $5,496,496 due 01/05/2021)
5,499,811
3.98
5,500,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $2,498,437 due 01/11/2021)
2,499,826
1.81
2,500,000
Hyundai Capital America, Inc. 0.150% (cost: $4,998,397 due 02/01/2021)
4,999,354
3.62
5,000,000
Hyundai Capital America, Inc. 0.170% (cost: $4,998,490 due 02/03/2021)
4,999,221
3.61
5,000,000
Jabil Inc. 0.430% (cost: $4,997,253 due 01/29/2021)
4,998,328
3.61
5,000,000
Jabil Inc. 0.501% (cost: $4,994,306 due 02/24/2021)
4,996,250
3.61
5,000,000
Marathon Petroleum Corporation 0.381% (cost: $4,996,147 due 02/26/2021)
4,997,044
3.61
5,000,000
Viatris Inc. 0.372% (cost: $7,495,588 due 02/26/2021)
7,495,665
5.42
7,500,000
Viatris Inc. 0.451% (cost: $2,497,219 due 03/22/2021)
2,497,500
1.81
2,500,000
WGL Holdings, Inc. 0.200% (cost: $2,499,528 due 01/26/2021)
2,499,653
1.81
2,500,000
Walgreens Boots Alliance, Inc. 0.246% (cost: $4,997,715 due 03/05/2021)
4,997,851
3.61
5,000,000
Total Commercial Paper (cost: $70,453,164)
$ 70,474,536
50.96 %
Total Cash Equivalents
$ 97,970,853
70.84 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY21 (2,004 contracts)
$ 9,160,307
6.62 %
$ 48,421,650
CBOT corn futures JUL21 (1,727 contracts)
4,516,403
3.27
41,469,588
CBOT corn futures DEC21 (2,226 contracts)
6,477,896
4.68
48,387,675
Total commodity futures contracts
$ 20,154,606
14.57 %
$ 138,278,913
The accompanying notes are an integral part of these financial statements.
F-26
Table of Contents
TEUCRIUM CORN FUND
STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on commodity futures contracts
$ 65,827,118
$ 5,882,216
$ ( 9,512,148 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 14,218,054 )
19,371,125
1,973,406
Interest income
258,156
603,571
1,843,431
Total income (loss)
51,867,220
25,856,912
( 5,695,311 )
Expenses
Management fees
1,505,165
945,485
758,195
Professional fees
526,954
534,142
521,193
Distribution and marketing fees
1,569,853
1,347,461
1,148,456
Custodian fees and expenses
170,890
174,070
156,364
Business permits and licenses fees
29,157
78,930
20,150
General and administrative expenses
134,708
132,300
103,076
Brokerage commissions
-
-
18,768
Other expenses
-
2,783
11,023
Total expenses
3,936,727
3,215,171
2,737,225
Expenses waived by the Sponsor
( 1,060,261 )
( 849,396 )
( 15,639 )
Total expenses, net
2,876,466
2,365,775
2,721,586
Net income (loss)
$ 48,990,754
$ 23,491,137
$ ( 8,416,897 )
Net income (loss) per share
$ 6.04
$ 0.72
$ ( 1.29 )
Net income (loss) per weighted average share
$ 6.29
$ 3.28
$ ( 1.72 )
Weighted average shares outstanding
7,790,689
7,170,974
4,882,196
The accompanying notes are an integral part of these financial statements.
F-27
Table of Contents
TEUCRIUM CORN FUND
STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income (loss)
$ 48,990,754
$ 23,491,137
$ ( 8,416,897 )
Capital transactions
Issuance of Shares
95,586,980
155,612,893
43,738,918
Redemption of Shares
( 162,021,015 )
( 116,034,683 )
( 16,480,888 )
Total capital transactions
( 66,434,035 )
39,578,210
27,258,030
Net change in net assets
( 17,443,281 )
63,069,347
18,841,133
Net assets, beginning of period
$ 138,289,537
$ 75,220,190
$ 56,379,057
Net assets, end of period
$ 120,846,256
$ 138,289,537
$ 75,220,190
Net asset value per share at beginning of period
$ 15.54
$ 14.82
$ 16.11
Net asset value per share at end of period
$ 21.58
$ 15.54
$ 14.82
Creation of Shares
5,025,000
12,675,000
2,675,000
Redemption of Shares
8,325,000
8,850,000
1,100,000
The accompanying notes are an integral part of these financial statements.
F-28
Table of Contents
TEUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income (loss)
$ 48,990,754
$ 23,491,137
$ ( 8,416,897 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
14,218,054
( 19,371,125 )
( 1,973,406 )
Changes in operating assets and liabilities:
Due from broker
( 77,143 )
4,252
3,725,944
Interest receivable
( 1,271 )
( 7,237 )
( 99 )
Other assets
-
-
6,380
Due to broker
( 12,973,828 )
12,973,828
-
Management fee payable to Sponsor
( 13,777 )
52,631
13,411
Payable for purchases of commercial paper
( 4,997,847 )
4,997,847
( 4,981,957 )
Other liabilities
63,047
( 1,880 )
( 20,416 )
Net cash provided by (used in) operating activities
45,207,989
22,139,453
( 11,647,040 )
Cash flows from financing activities:
Proceeds from sale of Shares
95,586,980
155,612,893
43,738,918
Redemption of Shares
( 163,963,290 )
( 114,092,408 )
( 16,480,888 )
Net cash (used in) provided by financing activities
( 68,376,310 )
41,520,485
27,258,030
Net change in cash and cash equivalents
( 23,168,321 )
63,659,938
15,610,990
Cash and cash equivalents, beginning of period
138,181,061
74,521,123
58,910,133
Cash and cash equivalents, end of period
$ 115,012,740
$ 138,181,061
$ 74,521,123
The accompanying notes are an integral part of these financial statements.
F-29
Table of Contents
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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 Advisor (“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 October 2, 2020. The registration statement for CORN registered an additional 20,000,000 shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the 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.
F-30
Table of Contents
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, 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 0.0050% 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 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion, and 0.02% on the balance over $3 billion annually. A combined minimum annual fee of up to $47,000 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.
E D & F Man Capital Markets, Inc. (“E D & F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. E D & F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of FINRA. E D & 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 E D & 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 can be found below under the heading, Brokerage Commissions .
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 (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $18,750 or 0.10% of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised 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:
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Amount Recognized for Custody Services
$ 170,890
$ 174,070
$ 156,364
Amount of Custody Services Waived
$ 59,872
$ 52,728
$ -
Amount Recognized for Distribution Services
$ 88,049
$ 86,151
$ 71,723
Amount of Distribution Services Waived
$ 40,063
$ 28,816
$ -
Amount Recognized for Wilmington Trust
$ 1,520
$ 1,511
$ 1,688
Amount of Wilmington Trust Waived
$ -
$ 1,511
$ -
Amount Recognized for Thales
$ 138,657
$ 56,292
$ -
Amount of Thales Waived
$ 80,945
$ 22,621
$ -
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 assets and liabilities 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. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Fund seeks to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian and at 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 is 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 is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
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 total brokerage commissions paid inclusive of unrealized loss as of December 31, 2021, 2020, and 2019.
CORN
Year Ending December 31, 2021
$ 141,674
Year Ending December 31, 2020
$ 149,619
Year Ending December 31, 2019
$ 81,568
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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 2018 to 2021, 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 and for the years ended December 31, 2021, 2020, 2019, and 2018. 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 years ended December 31, 2021, 2020, 2019, and 2018.
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 capital shares receivable. 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 represent 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.
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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 original 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. 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 are 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 may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
December 31, 2021
December 31, 2020
December 31, 2019
Money Market Funds
$ 11,399,662
$ 27,496,317
$ 102
Demand Deposit Savings Accounts
50,122,297
40,210,208
36,303,603
Commercial Paper
53,490,781
70,474,536
34,953,236
Treasury Bills
-
-
3,264,182
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 115,012,740
$ 138,181,061
$ 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.
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 and 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 relatively 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 those in other forms of investment or speculation. As discussed below, adverse price changes in a 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.
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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. 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.
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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Recognized Related Party Transactions
$ 1,095,188
$ 1,089,985
$ 858,901
Waived Related Party Transactions
$ 535,622
$ 493,231
$ 14,500
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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
Year Ended December 31, 2021
$ 1,060,261
Year Ended December 31, 2020
$ 849,396
Year Ended December 31, 2019
$ 15,639
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.
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.
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On December 31, 2021 and 2020, 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 years being reported.
For the quarter ended June 30, 2021, Corn Futures Contracts for the Sep21 CBOT corn futures and the Dec21 CBOT corn futures, settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as level 2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $711,275 for CORN. The Corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
For the quarter ended March 31, 2021, Corn Futures Contracts for the Jul21 CBOT corn futures, Sep21 CBOT corn futures, and Dec21 CBOT corn futures settled in a “limit up” condition. Accordingly, the Trust and CORN classified these as Level 2 assets. The financial statements of CORN were adjusted accordingly. The adjustment resulted in an increase in the unrealized change in commodity futures contracts in excess of reported CBOT values of $ 3,371,513 . The Jul21 corn futures transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
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”) 2021-05: “Leases (Topic 842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was early adopted for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; 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 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 early 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 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 3310532, 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 201712. 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 were adopted for the quarter ended September 30, 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 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 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 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. The amendments were adopted for the quarter ended September 30, 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 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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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 December 31, 2021 and December 31, 2020:
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 64,890,443
$ -
$ -
$ 64,890,443
Corn Futures Contracts
5,936,552
-
-
5,936,552
Total
$ 70,826,995
$ -
$ -
$ 70,826,995
December 31, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2020
Cash Equivalents
$ 97,970,853
$ -
$ -
$ 97,970,853
Corn Futures Contracts
20,154,606
-
-
20,154,606
Total
$ 118,125,459
$ -
$ -
$ 118,125,459
For the years ended December 31, 2021 and 2020, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy. The Sep21 and Dec21 CBOT corn futures contracts were reflected as a Level 2 investment for the period ended June 30, 2021 due to a “limit up” condition; the Jul21 CBOT corn futures, Sep21 CBOT corn futures, and Dec21 CBOT corn futures, were reflected as a Level 2 investment for the period ended March 31, 2021 due to a “limit up” condition. The Jul21 corn futures transferred back to a Level 1 asset for the period ended June 30, 2021, and the Sep21 and Dec21 corn futures contracts transferred back to a Level 1 asset for the period ended September 30, 2021.
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 the years ended December 31, 2021 and 2020, 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.
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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, E D & F Man as of December 31, 2021 and 2020. *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
(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
$ 5,936,552
$ -
$ 5,936,552
$ -
$ -
$ 5,936,552
Offsetting of Financial Assets and Derivative Assets as of December 31, 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
$
20,154,606
$
-
$
20,154,606
$
-
$
12,973,828
$
7,180,778
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 65,827,118
$ ( 14,218,054 )
Year ended December 31, 2020
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 5,882,216
$ 19,371,125
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Year ended December 31, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 9,512,148 )
$ 1,973,406
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $149.9 million in 2021, $96.5 million in 2020, and $76.3 million in 2019.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2021, 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.
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 15.54
$ 14.82
$ 16.11
Income (loss) from investment operations:
Investment income
0.03
0.08
0.38
Net realized and unrealized gain (loss) on commodity futures contracts
6.38
0.97
( 1.11 )
Total expenses, net
( 0.37 )
( 0.33 )
( 0.56 )
Net increase (decrease) in net asset value
6.04
0.72
( 1.29 )
Net asset value at end of period
$ 21.58
$ 15.54
$ 14.82
Total Return
38.88 %
4.83 %
( 7.99 )%
Ratios to Average Net Assets (Annualized)
Total expenses
2.62 %
3.40 %
3.61 %
Total expenses, net
1.91 %
2.50 %
3.59 %
Net investment loss
( 1.74 )%
( 1.86 )%
( 1.16 )%
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 is not obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2021 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 total net assets of the Fund increased by $85,582,064, or 71%, for the period December 31, 2021 to March 15, 2022. This was driven by a 22% increase in the NAV per share and a 40% increase in the shares outstanding.
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Soybean Fund
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Soybean Fund (the “Fund”) as of December 31, 2021 and 2020, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Fund’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash and cash equivalents
$ 43,019,884
$ 90,398,391
Interest receivable
1,928
5,478
Other assets
-
37
Equity in trading accounts:
Commodity futures contracts
2,684,851
15,124,226
Total assets
$ 45,706,663
$ 105,528,132
Liabilities
Management fee payable to Sponsor
36,457
75,651
Other liabilities
22,412
18,602
Payable for purchases of commercial paper
-
4,997,451
Equity in trading accounts:
Due to broker
675,169
11,257,566
Total liabilities
$ 734,038
$ 16,349,270
Net assets
$ 44,972,625
$ 89,178,862
Shares outstanding
1,975,004
4,575,004
Shares available
15,875,000
17,100,000
Net asset value per share
$ 22.77
$ 19.49
Market value per share
$ 22.75
$ 19.47
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost $8,951,314)
$ 8,951,314
19.91 %
8,951,314
Goldman Sachs Financial Square Government Fund - Institutional Class 0.030% (cost $2,511,180)
2,511,180
5.58
2,511,180
Total money market funds (cost: $11,462,494)
11,462,494
25.49
Principal Amount
Commercial Paper
Albemarle Corporation 0.200% (cost: $2,499,417 due 01/11/2022)
$ 2,499,861
5.56 %
2,500,000
Conagra Brands, Inc. 0.160% (cost: $2,499,000 due 01/05/2022)
2,499,956
5.56
2,500,000
Conagra Brands, Inc. 0.150% (cost: $2,499,355 due 01/18/2022)
2,499,823
5.56
2,500,000
General Motors Financial Company, Inc. 0.200% (cost: $3,998,044 due 01/31/2022)
3,999,333
8.89
4,000,000
General Motors Financial Company, Inc. 0.160% (cost: $2,499,400 due 01/03/2022)
2,499,978
5.56
2,500,000
Harley-Davidson Financial Services, Inc. 0.170% (cost: $2,498,938 due 02/01/2022)
2,499,634
5.56
2,500,000
Viatris Inc. 0.300% (cost: $2,498,312 due 02/11/2022)
2,499,146
5.55
2,500,000
Viatris Inc. 0.200% (cost: $2,499,292 due 01/21/2022)
2,499,722
5.56
2,500,000
Total Commercial Paper (cost: $21,491,758)
$ 21,497,453
47.80 %
Total Cash Equivalents
$ 32,959,947
73.29 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures MAR22 (234 contracts)
$ 591,547
1.32 %
$ 15,669,225
CBOT soybean futures MAY22 (199 contracts)
1,008,504
2.24
13,422,550
CBOT soybean futures NOV22 (250 contracts)
1,084,800
2.41
15,865,625
Total commodity futures contracts
$ 2,684,851
5.97 %
$ 44,957,400
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.04% (cost $8,227,242)
$ 8,227,242
9.23 %
8,227,242
Blackrock Liquidity FedFund - Institutional Class 0.005% (cost $5,014,767)
5,014,767
5.62
5,014,767
Total money market funds (cost: $13,242,009)
13,242,009
14.85
Principal Amount
Commercial Paper
Energy Transfer Operating, L.P. 0.421% (cost: $2,498,862 due 01/29/2021)
$ 2,499,183
2.80 %
2,500,000
Energy Transfer Operating, L.P. 0.501% (cost: $2,498,924 due 02/05/2021)
2,498,924
2.80
2,500,000
General Motors Financial Company, Inc. 0.400% (cost: $2,497,945 due 01/04/2021)
2,499,917
2.81
2,500,000
Harley-Davidson Financial Services, Inc. 0.310% (cost: $2,498,407 due 01/05/2021)
2,499,914
2.81
2,500,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $4,996,875 due 01/11/2021)
4,999,653
5.61
5,000,000
Harley-Davidson Financial Services, Inc. 0.270% (cost: $1,999,025 due 01/20/2021)
1,999,715
2.24
2,000,000
Hyundai Capital America, Inc. 0.150% (cost: $2,499,198 due 02/01/2021)
2,499,677
2.80
2,500,000
Hyundai Capital America, Inc. 0.170% (cost: $2,499,245 due 02/03/2021)
2,499,611
2.80
2,500,000
Jabil Inc. 0.430% (cost: $2,498,627 due 01/29/2021)
2,499,164
2.80
2,500,000
Jabil Inc. 0.401% (cost: $2,498,528 due 02/26/2021)
2,498,528
2.80
2,500,000
Marathon Petroleum Corporation 0.350% (cost: $2,498,688 due 02/01/2021)
2,499,246
2.80
2,500,000
Marathon Petroleum Corporation 0.381% (cost: $2,498,074 due 02/26/2021)
2,498,522
2.80
2,500,000
Viatris Inc. 0.372% (cost: $2,498,529 due 02/26/2021)
2,498,555
2.80
2,500,000
Viatris Inc. 0.451% (cost: $2,497,219 due 03/22/2021)
2,497,500
2.80
2,500,000
Walgreens Boots Alliance, Inc. 0.246% (cost: $7,496,571 due 03/05/2021)
7,496,776
8.41
7,500,000
Total Commercial Paper (cost: $44,474,717)
$ 44,484,885
49.88 %
Total Cash Equivalents
$ 57,726,894
64.73 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures MAR21 (479 contracts)
$ 7,011,407
7.86 %
$ 31,398,450
CBOT soybean futures MAY21 (411 contracts)
3,404,313
3.82
26,853,712
CBOT soybean futures NOV21 (557 contracts)
4,708,506
5.28
30,962,238
Total commodity futures contracts
$ 15,124,226
16.96 %
$ 89,214,400
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on commodity futures contracts
$ 27,370,674
$ 14,404,714
$ ( 438,468 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 12,439,375 )
14,192,330
742,746
Interest income
124,186
261,834
677,163
Total income
15,055,485
28,858,878
981,441
Expenses
Management fees
727,110
580,800
278,152
Professional fees
278,476
295,623
193,574
Distribution and marketing fees
802,965
675,392
492,175
Custodian fees and expenses
91,007
86,875
66,109
Business permits and licenses fees
25,359
52,067
19,578
General and administrative expenses
79,574
70,720
48,352
Brokerage commissions
-
-
4,193
Other expenses
-
-
2,812
Total expenses
2,004,491
1,761,477
1,104,945
Expenses waived by the Sponsor
( 576,014 )
( 399,518 )
( 96,303 )
Total expenses, net
1,428,477
1,361,959
1,008,642
Net income (loss)
$ 13,627,008
$ 27,496,919
$ ( 27,201 )
Net income (loss) per share
$ 3.28
$ 3.64
$ ( 0.35 )
Net income (loss) per weighted average share
$ 4.11
$ 7.37
$ ( 0.02 )
Weighted average shares outstanding
3,319,593
3,731,425
1,784,251
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income (loss)
$ 13,627,008
$ 27,496,919
$ ( 27,201 )
Capital transactions
Issuance of Shares
26,122,875
110,771,840
9,627,010
Redemption of Shares
( 83,956,120 )
( 77,225,028 )
( 9,406,695 )
Total capital transactions
( 57,833,245 )
33,546,812
220,315
Net change in net assets
( 44,206,237 )
61,043,731
193,114
Net assets, beginning of period
$ 89,178,862
$ 28,135,131
$ 27,942,017
Net assets, end of period
$ 44,972,625
$ 89,178,862
$ 28,135,131
Net asset value per share at beginning of period
$ 19.49
$ 15.85
$ 16.20
Net asset value per share at end of period
$ 22.77
$ 19.49
$ 15.85
Creation of Shares
1,225,000
7,600,000
650,000
Redemption of Shares
3,825,000
4,800,000
600,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income (loss)
$ 13,627,008
$ 27,496,919
$ ( 27,201 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
12,439,375
( 14,192,330 )
( 742,746 )
Changes in operating assets and liabilities:
Due from broker
-
-
1,022,182
Interest receivable
3,550
( 5,436 )
( 38 )
Other assets
37
4,333
( 4,370 )
Due to broker
( 10,582,397 )
10,613,758
643,808
Management fee payable to Sponsor
( 39,194 )
52,512
( 1,834 )
Payable for purchases of commercial paper
( 4,997,451 )
4,997,451
-
Other liabilities
3,810
9,681
( 10,364 )
Net cash provided by operating activities
10,454,738
28,976,888
879,437
Cash flows from financing activities:
Proceeds from sale of Shares
26,122,875
110,771,840
9,627,010
Redemption of Shares
( 83,956,120 )
( 77,225,028 )
( 9,406,695 )
Net cash (used in) provided by financing activities
( 57,833,245 )
33,546,812
220,315
Net change in cash and cash equivalents
( 47,378,507 )
62,523,700
1,099,752
Cash and cash equivalents, beginning of period
90,398,391
27,874,691
26,774,939
Cash and cash equivalents, end of period
$ 43,019,884
$ 90,398,391
$ 27,874,691
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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 Soybeans 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 August 24, 2020. The registration statement for SOYB registered an additional 15,000,000 shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the 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, 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 0.0050% 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 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion, and 0.02% on the balance over $3 billion annually. A combined minimum annual fee of up to $47,000 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.
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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 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.
E D & F Man Capital Markets, Inc. (“E D & F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. E D & F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of FINRA. E D & 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 E D & 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 can be found below under the heading, Brokerage Commissions .
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 (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $18,750 or 0.10% of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised 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:
Year Ended December 31, 2020
Year Ended December 31, 2020
Year Ended December 31, 2019
Amount Recognized for Custody Services
$ 91,007
$ 86,875
$ 66,109
Amount of Custody Services Waived
$ 30,326
$ 667
$ 12,828
Amount Recognized for Distribution Services
$ 46,195
$ 43,517
$ 30,189
Amount of Distribution Services Waived
$ 24,812
$ 23,156
$ -
Amount Recognized for Wilmington Trust
$ 631
$ 1,073
$ 533
Amount of Wilmington Trust Waived
$ 631
$ -
$ -
Amount Recognized for Thales
$ 78,988
$ 28,871
$ -
Amount of Thales Waived
$ 31,340
$ 21,770
$ -
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.
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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 assets and liabilities 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. 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 Fund seeks to 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 in cash and cash equivalents on the statements of cash flows. Accretion on these investments is 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 is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
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 total brokerage commissions paid inclusive of unrealized loss as of December 31, 2019, 2020 and 2021.
SOYB
Year Ending December 31, 2021
$ 29,889
Year Ending December 31, 2020
$ 35,880
Year Ending December 31, 2019
$ 12,219
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 2018 to 2021, 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 and for the years ended December 31, 2021, 2020, 2019, and 2018. 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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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 years ended December 31, 2021, 2020, 2019, and 2018.
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 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 capital shares receivable. 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 represent 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 original 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. 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 are 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 may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
December 31, 2021
December 31, 2020
December 31, 2019
Money Market Funds
$ 11,462,494
$ 13,242,009
$ 103
Demand Deposit Savings Accounts
10,059,937
32,671,497
14,677,599
Commercial Paper
21,497,453
44,484,885
12,481,824
Treasury Bills
-
-
715,165
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 43,019,884
$ 90,398,391
$ 27,874,691
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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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 and 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 relatively 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 those in other forms of investment or speculation. As discussed below, adverse price changes in a 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 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. 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.
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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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Recognized Related Party Transactions
$ 571,585
$ 547,998
$ 379,031
Waived Related Party Transactions
$ 288,098
$ 194,347
$ 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
Year Ended December 31, 2021
$ 576,014
Year Ended December 31, 2020
$ 399,518
Year Ended December 31, 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:
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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.
On December 31, 2021 and 2020, 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 years being reported.
For the quarter ended March 31, 2021, Soybean Futures Contracts for Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures settled in a “limit up” condition. Accordingly, the Trust and SOYB classified these as Level 2 assets. The adjustment in SOYB resulted in a $279,750 increase in the unrealized change in commodity futures contracts in excess of reported CBOT values. These contracts transferred back to a Level 1 asset for the quarter ended June 30, 2021.
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.
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New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-05: “Leases (Topic 842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was early adopted for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The 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 early 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 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 3310532, 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 201712. 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 were adopted for the quarter ended September 30, 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 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 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 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. The amendments were adopted for the quarter ended September 30, 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 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 December 31, 2021 and December 31, 2020:
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 32,959,947
$ -
$ -
$ 32,959,947
Soybean futures contracts
2,684,851
-
-
2,684,851
Total
$ 35,644,798
$ -
$ -
$ 35,644,798
December 31, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2020
Cash Equivalents
$ 57,726,894
$ -
$ -
$ 57,726,894
Soybean futures contracts
15,124,226
-
-
15,124,226
Total
$ 72,851,120
$ -
$ -
$ 72,851,120
For the years ended December 31, 2021 and 2020, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy, except for the Jul21 CBOT soybean futures, and the Nov21 CBOT soybean futures, were reflected as a Level 2 asset for the period ended March 31, 2021 due to a “limit up” condition. These Soybean contracts transferred back to a Level 1 asset for the period ended June 30, 2021.
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 the years ended December 31, 2021 and 2020, the Fund invested only in commodity futures contracts.
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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, E D & F Man as of December 31, 2021 and 2020. *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
(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
$ 2,684,851
$ -
$ 2,684,851
$ -
$ 675,169
$ 2,009,682
Offsetting of Financial Assets and Derivative Assets as of December 31, 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
$ 15,124,226
$ -
$ 15,124,226
$ -
$ 11,257,566
$ 3,866,660
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
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Year ended December 31, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybeans futures contracts
27,370,674
( 12,439,375 )
Year ended December 31, 2020
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ 14,404,714
$ 14,192,330
Year ended December 31, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ ( 438,468 )
$ 742,746
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 70.2 million in 2021, $ 61.4 million in 2020, and $ 27.5 million in 2019.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2021, 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.
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 19.49
$ 15.85
$ 16.20
Income (loss) from investment operations:
Investment income
0.04
0.07
0.38
Net realized and unrealized gain (loss) on commodity futures contracts
3.67
3.94
( 0.16 )
Total expenses, net
( 0.43 )
( 0.37 )
( 0.57 )
Net increase (decrease) in net asset value
3.28
3.64
( 0.35 )
Net asset value at end of period
$ 22.77
$ 19.49
$ 15.85
Total Return
16.82 %
22.98 %
( 2.15 )%
Ratios to Average Net Assets (Annualized)
Total expenses
2.76 %
3.03 %
3.97 %
Total expenses, net
1.96 %
2.34 %
3.63 %
Net investment loss
( 1.79 )%
( 1.89 )%
( 1.20 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
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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 is not obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2021 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 total net assets of the Fund increased by $21,623,239, or 48%, for the period December 31, 2021 to March 15, 2022. This was driven by a 19% increase in the NAV per share and a 24% increase in the shares outstanding.
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Sugar Fund
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Sugar Fund (the “Fund”) as of December 31, 2021 and 2020, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Fund’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
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TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash and cash equivalents
$ 21,332,902
$ 11,849,332
Interest receivable
1,444
904
Equity in trading accounts:
Commodity futures contracts
1,079,226
1,407,703
Due from broker
535,983
-
Total equity in trading accounts
1,615,209
1,407,703
Total assets
22,949,555
13,257,939
Liabilities
Management fee payable to Sponsor
19,490
10,292
Other liabilities
14,895
5,895
Equity in trading accounts:
Commodity futures contracts
80,506
-
Due to broker
-
475,661
Total equity in trading accounts
80,506
475,661
Total liabilities
114,891
491,848
Net assets
$ 22,834,664
$ 12,766,091
Shares outstanding
2,475,004
1,900,004
Shares available
21,450,000
23,150,000
Net asset value per share
$ 9.23
$ 6.72
Market value per share
$ 9.20
$ 6.75
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost $4,808,415)
$ 4,808,415
21.06 %
4,808,415
Goldman Sachs Financial Square Government Fund - Institutional Class 0.030% (cost: $8,468)
8,468
0.04
8,468
Total Money Market Funds (cost: $4,816,883)
4,816,883
21.10
Principal Amount
Commercial Paper
Jabil Inc. 0.250% (cost: $2,499,219 due 01/20/2022)
2,499,670
10.95
2,500,000
WGL Holdings, Inc. 0.187% (cost: $4,998,700 due 01/06/2022)
4,999,870
21.89
5,000,000
Total Commercial Paper (cost: $7,497,919)
$ 7,499,540
32.84 %
Total Cash Equivalents
$ 12,316,423
53.94 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY22 (381 contracts)
$ 225,299
0.99 %
$ 7,936,992
ICE sugar futures MAR23 (392 contracts)
853,927
3.74
8,091,507
Total commodity futures contracts
$ 1,079,226
4.73 %
$ 16,028,499
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures JUL22 (331 contracts)
$ 80,506
0.35 %
$ 6,817,541
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $4,134,293)
$ 4,134,293
32.38 %
4,134,293
Blackrock Liquidity FedFund - Institutional Class (cost: $18,871)
18,871
0.15
18,871
Total Money Market Funds (cost: $4,153,164)
4,153,164
32.53
Principal Amount
Commercial Paper
Energy Transfer Operating, L.P. 0.501% (cost: $2,498,889 due 1/29/2021)
2,499,028
19.58
2,500,000
Total Cash Equivalents
$ 6,652,192
52.11 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY21 (272 contracts)
$ 550,868
4.32 %
$ 4,472,115
ICE sugar futures JUL21 (241 contracts)
345,612
2.71
3,830,165
ICE sugar futures MAR22 (279 contracts)
511,223
4.00
4,459,090
Total commodity futures contracts
$ 1,407,703
11.03 %
$ 12,761,370
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on commodity futures contracts
$ 6,223,228
$ ( 656,937 )
$ 113,747
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 408,983 )
1,060,274
161,106
Interest income
27,813
68,866
240,634
Total income
5,842,058
472,203
515,487
Expenses
Management fees
204,160
104,170
103,160
Professional fees
60,302
137,657
116,404
Distribution and marketing fees
177,047
158,618
239,069
Custodian fees and expenses
18,782
22,168
29,935
Business permits and licenses fees
26,423
41,840
19,207
General and administrative expenses
22,387
21,585
25,290
Brokerage commissions
-
-
3,471
Other expenses
8
18
2,151
Total expenses
509,109
486,056
538,687
Expenses waived by the Sponsor
( 134,294 )
( 210,614 )
( 171,746 )
Total expenses, net
374,815
275,442
366,941
Net income
$ 5,467,243
$ 196,761
$ 148,546
Net income (loss) per share
$ 2.51
$ ( 0.32 )
$ ( 0.03 )
Net income per weighted average share
$ 2.28
$ 0.12
$ 0.10
Weighted average shares outstanding
2,396,442
1,676,917
1,477,196
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income
$ 5,467,243
$ 196,761
$ 148,546
Capital transactions
Issuance of Shares
14,673,718
9,284,965
5,467,420
Redemption of Shares
( 10,072,388 )
( 9,028,815 )
( 4,081,525 )
Total capital transactions
4,601,330
256,150
1,385,895
Net change in net assets
10,068,573
452,911
1,534,441
Net assets, beginning of period
$ 12,766,091
$ 12,313,180
$ 10,778,739
Net assets, end of period
$ 22,834,664
$ 12,766,091
$ 12,313,180
Net asset value per share at beginning of period
$ 6.72
$ 7.04
$ 7.07
Net asset value per share at end of period
$ 9.23
$ 6.72
$ 7.04
Creation of Shares
1,700,000
1,575,000
800,000
Redemption of Shares
1,125,000
1,425,000
575,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income
$ 5,467,243
$ 196,761
$ 148,546
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
408,983
( 1,060,274 )
( 161,106 )
Changes in operating assets and liabilities:
Due from broker
( 535,983 )
-
351,972
Interest receivable
( 540 )
( 876 )
62
Other assets
-
1,140
3,481
Due to broker
( 475,661 )
237,753
237,908
Management fee payable to Sponsor
9,198
( 317 )
691
Other liabilities
9,000
3,200
( 13,595 )
Net cash provided by (used in) operating activities
4,882,240
( 622,613 )
567,959
Cash flows from financing activities:
Proceeds from sale of Shares
14,673,718
9,284,965
5,467,420
Redemption of Shares
( 10,072,388 )
( 9,028,815 )
( 4,081,525 )
Net cash provided by financing activities
4,601,330
256,150
1,385,895
Net change in cash and cash equivalents
9,483,570
( 366,463 )
1,953,854
Cash and cash equivalents, beginning of period
11,849,332
12,215,795
10,261,941
Cash and cash equivalents, end of period
$ 21,332,902
$ 11,849,332
$ 12,215,795
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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 October 2, 2020. The registration statement for CANE registered an additional 15,000,000 shares.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the 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.
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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, 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 0.0050% 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 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion, and 0.02% on the balance over $3 billion annually. A combined minimum annual fee of up to $47,000 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.
E D & F Man Capital Markets, Inc. (“E D & F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. E D & F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of FINRA. E D & 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 E D & 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 can be found below under the heading, Brokerage Commissions .
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 (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $18,750 or 0.10% of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised 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:
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Amount Recognized for Custody Services
$ 18,782
$ 22,168
$ 29,935
Amount of Custody Services Waived
$ 9,186
$ 10,306
$ 9,410
Amount Recognized for Distribution Services
$ 10,036
$ 9,928
$ 13,940
Amount of Distribution Services Waived
$ 6,027
$ 6,200
$ 6,891
Amount Recognized for Wilmington Trust
$ 252
$ 139
$ 224
Amount of Wilmington Trust Waived
$ 252
$ 139
$ 224
Amount Recognized for Thales
$ 14,554
$ 6,364
$ -
Amount of Thales Waived
$ 9,114
$ 4,770
$ -
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 assets and liabilities 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. 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 Fund seeks to 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 in cash and cash equivalents on the statements of cash flows. Accretion on these investments is 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 is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
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 total brokerage commissions paid inclusive of unrealized loss as of December 31, 2019, 2020, and 2021.
CANE
Year Ending December 31, 2021
$ 21,123
Year Ending December 31, 2020
$ 14,681
Year Ending December 31, 2019
$ 12,776
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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 2018 to 2021, 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 and for the years ended December 31, 2021, 2020, 2019, and 2018. 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 years ended December 31, 2021, 2020, 2019, and 2018.
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 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 capital shares receivable. 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 represent 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.
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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 original 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. 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 are 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 may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
December 31, 2021
December 31, 2020
December 31, 2019
Money Market Funds
$ 4,816,883
$ 4,153,164
$ 103
Demand Deposit Savings Accounts
9,016,479
5,197,140
9,032,624
Commercial Paper
7,499,540
2,499,028
2,499,872
Treasury Bills
-
-
683,196
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 21,332,902
$ 11,849,332
$ 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 and 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 relatively 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 those in other forms of investment or speculation. As discussed below, adverse price changes in a 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.
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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, 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. 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.
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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Recognized Related Party Transactions
$ 124,660
$ 126,960
$ 183,750
Waived Related Party Transactions
$ 48,034
$ 50,547
$ 77,532
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
Year Ended December 31, 2021
$ 134,294
Year Ended December 31, 2020
$ 210,614
Year Ended December 31, 2019
$ 171,746
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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.
On December 31, 2021 and 2020, 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 years being reported.
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For the years ended December 31, 2021 and 2020, 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”) 2021-05: “Leases (Topic 842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was early adopted for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The 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 early 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 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 3310532, 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 201712. 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 were adopted for the quarter ended September 30, 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 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 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 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. The amendments were adopted for the quarter ended September 30, 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 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 December 31, 2021 and December 31, 2020.
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 12,316,423
$ -
$ -
$ 12,316,423
Sugar Futures Contracts
1,079,226
-
-
1,079,226
Total
$ 13,395,649
$ -
$ -
$ 13,395,649
Liabilities:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Sugar Futures Contracts
$ 80,506
$ -
$ -
$ 80,506
December 31, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2020
Cash Equivalents
$ 6,652,192
$ -
$ -
$ 6,652,192
Sugar Futures Contracts
1,407,703
-
-
1,407,703
Total
$ 8,059,895
$ -
$ -
$ 8,059,895
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For the years ended December 31, 2021 and 2020, 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 the years ended December 31, 2021 and 2020, 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, E D & F Man as of December 31, 2021 and 2020. *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
(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
$ 1,079,226
$ -
$ 1,079,226
$ 80,506
$ -
$ 998,720
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2021
(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
$ 80,506
$ -
$ 80,506
$ 80,506
$ -
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 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
$ 1,407,703
$ -
$ 1,407,703
$ -
$ 475,661
$ 932,042
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
6,223,228
( 408,983 )
Year ended December 31, 2020
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 656,937 )
$ 1,060,274
Year ended December 31, 2019
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ 113,747
$ 161,106
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Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 20.9 million in 2021, $ 10.4 million in 2020, and $ 10.4 million in 2019.
Note 6 - Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2021, 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.
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 6.72
$ 7.04
$ 7.07
Income (loss) from investment operations:
Investment income
0.01
0.04
0.16
Net realized and unrealized gain (loss) on commodity futures contracts
2.65
( 0.20 )
0.06
Total expenses, net
( 0.15 )
( 0.16 )
( 0.25 )
Net increase (decrease) in net asset value
2.51
( 0.32 )
( 0.03 )
Net asset value at end of period
$ 9.23
$ 6.72
$ 7.04
Total Return
37.31 %
( 4.51 )%
( 0.45 )%
Ratios to Average Net Assets (Annualized)
Total expenses
2.49 %
4.67 %
5.22 %
Total expenses, net
1.84 %
2.64 %
3.56 %
Net investment loss
( 1.70 )%
( 1.98 )%
( 1.23 )%
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 is not obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note 8 - Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2021 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:
A new registration statement was filed for the Fund with the SEC on March 10, 2022, and, as of the date of this 10-K, has not been declared effective. The new registration statement registers an indefinite number of shares.
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Wheat Fund
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Wheat Fund (the “Fund”) as of December 31, 2021 and 2020, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Fund’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
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TEUCRIUM WHEAT FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash and cash equivalents
$ 72,841,616
$ 68,946,725
Interest receivable
4,993
3,257
Other assets
970
-
Capital shares receivable
-
307,830
Equity in trading accounts:
Commodity futures contracts
3,714,672
5,738,162
Total assets
76,562,251
74,995,974
Liabilities
Payable for shares redeemed
-
2,462,640
Management fee payable to Sponsor
67,745
60,902
Other liabilities
4,242
24,751
Equity in trading accounts:
Commodity futures contracts
654,969
-
Due to broker
213,708
2,571,103
Total equity in trading accounts
868,677
2,571,103
Total liabilities
940,664
5,119,396
Net assets
$ 75,621,587
$ 69,876,578
Shares outstanding
10,250,004
11,350,004
Shares available
33,600,000
37,650,000
Net asset value per share
$ 7.38
$ 6.16
Market value per share
$ 7.39
$ 6.19
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost $5,281,765)
$ 5,281,765
6.99 %
5,281,765
Goldman Sachs Financial Square Government Fund - Institutional Class 0.030% (cost $3,228)
3,228
0.00
3,228
Total money market funds (cost: $5,284,993)
$ 5,284,993
6.99 %
Principal Amount
Commercial Paper
Albemarle Corporation 0.181% (cost: $2,499,081 due 01/31/2022)
$ 2,499,622
3.30 %
2,500,000
Albemarle Corporation 0.200% (cost: $2,499,417 due 01/11/2022)
2,499,861
3.31
2,500,000
Brookfield Infrastructure Holdings (Canada) Inc. 0.170% (cost: $2,499,021 due 01/25/2022)
2,499,717
3.31
2,500,000
Conagra Brands, Inc. 0.160% (cost: $2,499,300 due 01/05/2022)
2,499,956
3.31
2,500,000
General Motors Financial Company, Inc. 0.160% (cost: $2,499,000 due 01/06/2022)
2,499,945
3.31
2,500,000
General Motors Financial Company, Inc. 0.200% (cost: $2,498,778 due 01/31/2022)
2,499,583
3.30
2,500,000
Harley-Davidson Financial Services, Inc. 0.167% (cost: $2,499,015 due 01/13/2022)
2,499,861
3.31
2,500,000
Harley-Davidson Financial Services, Inc. 0.170% (cost: $2,498,938 due 02/01/2022)
2,499,634
3.31
2,500,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $2,498,664 due 03/02/2022)
2,498,959
3.30
2,500,000
Jabil Inc. 0.300% (cost: $2,498,688 due 02/08/2022)
2,499,208
3.30
2,500,000
Jabil Inc. 0.310% (cost: $2,498,450 due 02/25/2022)
2,498,816
3.30
2,500,000
Viatris Inc. 0.300% (cost: $2,498,313 due 02/11/2022)
2,499,146
3.30
2,500,000
Viatris Inc. 0.200% (cost: $2,499,292 due 01/21/2022)
2,499,722
3.31
2,500,000
Viatris Inc. 0.310% (cost: $2,498,493 due 03/01/2022)
2,498,730
3.30
2,500,000
WGL Holdings, Inc. 0.220% (cost: $2,499,343 due 01/12/2022)
2,499,832
3.31
2,500,000
Total Commercial Paper (cost: $37,483,793)
$ 37,492,592
49.58 %
Total Cash Equivalents
$ 42,777,585
56.57 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures MAY22 (687 contracts)
$ 1,809,796
2.39 %
$ 26,595,488
CBOT wheat futures DEC22 (686 contracts)
1,904,876
2.52
26,411,000
Total commodity futures contracts
$ 3,714,672
4.91 %
$ 53,006,488
Description: Liabilities
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures JUL22 (593 contracts)
$ 654,969
0.87 %
$ 22,667,425
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $16,214,175)
$ 16,214,175
23.20 %
16,214,175
Blackrock Liquidity FedFund - Institutional Class (cost $13,227)
13,227
0.02
13,227
Total money market funds (cost: $16,227,402)
$ 16,227,402
23.22 %
Principal Amount
Commercial Paper
Energy Transfer Operating, L.P. 0.421% (cost: $2,498,863 due 01/29/2021)
$ 2,499,183
3.58 %
2,500,000
Energy Transfer Operating, L.P. 0.501% (cost: $2,498,889 due 01/29/2021)
2,499,028
3.57
2,500,000
General Motors Financial Company, Inc. 0.400% (cost: $2,497,945 due 01/04/2021)
2,499,917
3.58
2,500,000
General Motors Financial Company, Inc. 0.411% (cost: $2,498,178 due 01/08/2021)
2,499,801
3.58
2,500,000
Harley-Davidson Financial Services, Inc. 0.250% (cost: $2,498,437 due 01/11/2021)
2,499,826
3.58
2,500,000
Hyundai Capital America, Inc. 0.170% (cost: $2,499,245 due 02/03/2021)
2,499,611
3.58
2,500,000
Jabil Inc. 0.430% (cost: $2,498,627 due 01/29/2021)
2,499,164
3.58
2,500,000
Jabil Inc. 0.501% (cost: $2,497,153 due 02/24/2021)
2,498,125
3.57
2,500,000
Marathon Petroleum Corporation 0.350% (cost: $4,997,375 due 02/01/2021)
4,998,493
7.15
5,000,000
Marathon Petroleum Corporation 0.381% (cost: $4,996,147 due 02/26/2021)
4,997,044
7.15
5,000,000
WGL Holdings, Inc. 0.200% (cost: $2,499,417 due 01/27/2021)
2,499,639
3.58
2,500,000
Walgreens Boots Alliance, Inc. 0.246% (cost: $2,498,857 due 03/05/2021)
2,498,926
3.58
2,500,000
Total Commercial Paper (cost: $34,979,133)
$ 34,988,757
50.08 %
Total Cash Equivalents
$ 51,216,159
73.30 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures MAY21 (765 contracts)
$ 2,297,658
3.29 %
$ 24,460,875
CBOT wheat futures JUL21 (668 contracts)
687,506
0.98
20,983,550
CBOT wheat futures DEC21 (767 contracts)
2,752,998
3.94
24,419,363
Total commodity futures contracts
$ 5,738,162
8.21 %
$ 69,863,788
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain (loss) on commodity futures contracts
$ 18,418,461
$ 5,461,905
$ ( 9,623,635 )
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 2,678,459 )
669,686
9,053,876
Interest income
131,765
416,399
1,319,942
Total income
15,871,767
6,547,990
750,183
Expenses
Management fees
809,682
554,982
534,850
Professional fees
201,641
287,573
349,582
Distribution and marketing fees
662,478
631,478
735,336
Custodian fees and expenses
74,742
84,306
96,947
Business permits and licenses fees
27,591
26,198
32,473
General and administrative expenses
60,012
71,671
72,435
Brokerage commissions
-
-
14,841
Other expenses
-
-
8,164
Total expenses
1,836,146
1,656,208
1,844,628
Expenses waived by the Sponsor
( 307,565 )
( 81,190 )
( 2,500 )
Total expenses, net
1,528,581
1,575,018
1,842,128
Net income (loss)
$ 14,343,186
$ 4,972,972
$ ( 1,091,945 )
Net income (loss) per share
$ 1.22
$ 0.32
$ ( 0.11 )
Net income (loss) per weighted average share
$ 1.20
$ 0.50
$ ( 0.11 )
Weighted average shares outstanding
11,913,086
9,949,731
9,768,840
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income (loss)
$ 14,343,186
$ 4,972,972
$ ( 1,091,945 )
Capital transactions
Issuance of Shares
26,494,978
29,814,205
11,940,413
Redemption of Shares
( 35,093,155 )
( 17,146,795 )
( 13,762,145 )
Total capital transactions
( 8,598,177 )
12,667,410
( 1,821,732 )
Net change in net assets
5,745,009
17,640,382
( 2,913,677 )
Net assets, beginning of period
$ 69,876,578
$ 52,236,196
$ 55,149,873
Net assets, end of period
$ 75,621,587
$ 69,876,578
$ 52,236,196
Net asset value per share at beginning of period
$ 6.16
$ 5.84
$ 5.95
Net asset value per share at end of period
$ 7.38
$ 6.16
$ 5.84
Creation of Shares
4,050,000
5,350,000
2,175,000
Redemption of Shares
5,150,000
2,950,000
2,500,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income (loss)
$ 14,343,186
$ 4,972,972
$ ( 1,091,945 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
2,678,459
( 669,686 )
( 9,053,876 )
Changes in operating assets and liabilities:
Due from broker
-
-
5,867,925
Interest receivable
( 1,736 )
( 3,186 )
( 64 )
Other assets
( 970 )
4,209
9,245
Due to broker
( 2,357,395 )
( 1,687,307 )
4,258,410
Management fee payable to Sponsor
6,843
17,985
( 5,633 )
Payable for purchases of commercial paper
-
-
( 9,969,591 )
Other liabilities
( 20,509 )
21,875
( 25,543 )
Net cash provided by (used in) operating activities
14,647,878
2,656,862
( 10,011,072 )
Cash flows from financing activities:
Proceeds from sale of Shares
26,802,808
29,506,375
11,940,413
Redemption of Shares
( 37,555,795 )
( 14,684,155 )
( 13,762,145 )
Net cash (used in) provided by financing activities
( 10,752,987 )
14,822,220
( 1,821,732 )
Net change in cash and cash equivalents
3,894,891
17,479,082
( 11,832,804 )
Cash and cash equivalents, beginning of period
68,946,725
51,467,643
63,300,447
Cash and cash equivalents, end of period
$ 72,841,616
$ 68,946,725
$ 51,467,643
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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 S-1 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.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the 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, 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 0.0050% 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 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion, and 0.02% on the balance over $3 billion annually. A combined minimum annual fee of up to $47,000 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.
E D & F Man Capital Markets, Inc. (“E D & F Man”) serves as the Underlying Funds’ clearing broker to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man is registered as an FCM with the U.S. CFTC and is a member of the NFA. E D & F Man is also registered as a broker/dealer with the U.S. Securities and Exchange Commission and is a member of FINRA. E D & 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 E D & 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 can be found below under the heading, Brokerage Commissions .
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 (“Thales”) for distribution and solicitation-related services. Thales is registered as a Broker-Dealer with the SEC and a member of FINRA and the Securities Investor Protection Corporation (“SIPC”). Thales receives a quarterly fee of the higher of $18,750 or 0.10% of new assets raised in referred accounts for distribution and solicitation-related services. This fee based on new assets raised 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:
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Amount Recognized for Custody Services
$ 74,742
$ 84,306
$ 96,947
Amount of Custody Services Waived
$ 14,267
$ 5,939
$ -
Amount Recognized for Distribution Services
$ 38,391
$ 39,577
$ 44,421
Amount of Distribution Services Waived
$ 20,120
$ 9,177
$ -
Amount Recognized for Wilmington Trust
$ 789
$ 565
$ 837
Amount of Wilmington Trust Waived
$ -
$ 565
$ -
Amount Recognized for Thales
$ 59,673
$ 24,841
$ -
Amount of Thales Waived
$ 26,449
$ 8,462
$ -
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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 assets and liabilities 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. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. The Fund seeks to earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian and at 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 in cash and cash equivalents on the statements of cash flows. Accretion on these investments is 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 is recognized using the effective interest method in U.S. dollars and included in interest income on the statements of operations.
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 total brokerage commissions paid inclusive of unrealized loss as of December 31, 2019, 2020, and 2021.
WEAT
Year Ending December 31, 2021
$ 47,448
Year Ending December 31, 2020
$ 40,741
Year Ending December 31, 2019
$ 41,004
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 2018 to 2021, 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 and for the years ended December 31, 2021, 2020, 2019, and 2018. 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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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 years ended December 31, 2021, 2020, 2019, and 2018.
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 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 capital shares receivable. 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 represent 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 original 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. 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 are 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 may invest a portion of the cash held by the FCM in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
December 31, 2021
December 31, 2020
December 31, 2019
Money Market Funds
$ 5,284,993
$ 16,227,402
$ 119
Demand Deposit Savings Accounts
30,064,031
17,730,566
29,538,697
Commercial Paper
37,492,592
34,988,757
19,980,099
Treasury Bills
-
-
1,948,728
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 72,841,616
$ 68,946,725
$ 51,467,643
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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 and 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 relatively 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 those in other forms of investment or speculation. As discussed below, adverse price changes in a 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).
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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. 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 statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Recognized Related Party Transactions
$ 478,989
$ 503,823
$ 557,131
Waived Related Party Transactions
$ 134,898
$ 27,789
$ 2,500
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:
WEAT
Year Ended December 31, 2021
$ 307,565
Year Ended December 31, 2020
$ 81,190
Year Ended December 31, 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.
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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.
On December 31, 2021 and 2020, 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 years being reported.
For the period ended June 30, 2020, the DEC21 Wheat Futures Contracts traded on the CBOT did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT classified these as a Level 2 asset for the period ended June 30, 2020 due to the quarterly average daily volume for the contract. These Wheat contracts transferred back to a Level 1 asset for the period ended September 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.
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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”) 2021-05: “Leases (Topic 842).” Under the amended guidance, a lessor should classify and account for a lease with variable lease payments that don’t depend on an index or a rate as an operating lease if the lease would’ve been classified as a sales-type lease or a direct financing lease in accordance with the lease classification guidance in Topic 842 and the lessor would’ve otherwise recognized a day-one loss. The amendment was early adopted for the quarter ended September 30, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-10: “Codification Improvements.” The amendment improves the disclosure guidance in appropriate Disclosure Sections, without resulting in changes to current GAAP. The amendment is effective for annual periods beginning after December 15, 2020. The amendment was adopted for the quarter ended March 31, 2021; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The 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 early 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 2019-07: “Codification Updates to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 3310532, 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 201712. 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 were adopted for the quarter ended September 30, 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 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 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.
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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. The amendments were adopted for the quarter ended September 30, 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 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 December 31, 2021 and December 31, 2020:
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 42,777,585
$ -
$ -
$ 42,777,585
Wheat Futures contracts
3,714,672
-
-
3,714,672
Total
$ 46,492,257
$ -
$ -
$ 46,492,257
Liabilities:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Wheat Futures contracts
$ 654,969
$ -
$ -
$ 654,969
December 31, 2020
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2020
Cash Equivalents
$ 51,216,159
$ -
$ -
$ 51,216,159
Wheat Futures contracts
5,738,162
-
-
5,738,162
Total
$ 56,954,321
$ -
$ -
$ 56,954,321
For the years ended December 31, 2021 and 2020, the Funds did not have any significant transfers between any of the levels of the fair value hierarchy, except for the DEC 21 CBOT Wheat contracts, which were reflected as a Level 2 asset for the period ended June 30, 2020 due to the quarterly average daily volume for the contract. These transferred back to a Level 1 asset for the quarter ending September 30, 2020.
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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 the years ended December 31, 2021 and 2020, 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, E D & F Man as of December 31, 2021 and 2020. *The amount of collateral presented in Collateral, Due from Broker, is limited to the liability for the futures contracts and accordingly does not include the excess collateral pledged.
Offsetting of Financial Assets and Derivative Assets as of December 31, 2021
(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
$ 3,714,672
$ -
$ 3,714,672
$ 654,969
$ 213,708
$ 2,845,995
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Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2021
(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
$ 654,969
$ -
$ 654,969
$ 654,969
$ -
$ -
Offsetting of Financial Assets and Derivative Assets as of December 31, 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
Wheat futures contracts
$ 5,738,162
$ -
$ 5,738,162
$ -
$ 2,571,103
$ 3,167,059
The following is a summary of realized and net change in unrealized gains (losses) of the derivative instruments utilized by the Fund:
Year ended December 31, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
18,418,461
( 2,678,459 )
Year ended December 31, 2020
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ 5,461,905
$ 669,686
Year ended December 31, 2019
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 9,623,635 )
$ 9,053,876
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Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $80.9 million in 2021, $56.6 million in 2020, and $53.1 million in 2019.
Note 6–- Financial Highlights
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2021, 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.
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Per Share Operation Performance
Net asset value at beginning of period
$ 6.16
$ 5.84
$ 5.95
Income (loss) from investment operations:
Investment income
0.01
0.04
0.14
Net realized and unrealized gain (loss) on commodity futures contracts
1.34
0.44
( 0.06 )
Total expenses, net
( 0.13 )
( 0.16 )
( 0.19 )
Net increase (decrease) in net asset value
1.22
0.32
( 0.11 )
Net asset value at end of period
$ 7.38
$ 6.16
$ 5.84
Total Return
19.84 %
5.48 %
( 1.84 )%
Ratios to Average Net Assets (Annualized)
Total expenses
2.27 %
2.98 %
3.45 %
Total expenses, net
1.89 %
2.84 %
3.44 %
Net investment loss
( 1.73 )%
( 2.09 )%
( 0.97 )%
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 is not obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note 8–- Subsequent Events
Management has evaluated the financial statements for the year-ended December 31, 2021 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 total net assets of the Fund increased by $273,082,993, or 361%, for the period December 31, 2021 to March 15, 2022. This was driven by a 45% increase in the NAV per share and a 219% increase in the shares outstanding.
In late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the West. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of agricultural commodities, agricultural commodity futures and the share price of the Fund.
On March 7, 2022, the Teucrium Wheat Fund sold all available shares for purchase by its Authorized Participants and suspended creations. On March 9, 2022, the SEC accelerated a new registration statement filed by the Fund for an indefinite amount of new shares and the offer and sale of the Fund’s shares commenced.
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GRANT THORNTON LLP
757 Third Ave., 9th Floor
New York, NY 10017
D +1 212 599 0100
F +1 212 370 4520
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Teucrium Agricultural Fund
Opinion on the financial statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Teucrium Agricultural Fund (the “Fund”) as of December 31, 2021 and 2020, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ GRANT THORNTON LLP
We have served as the Fund’s auditor since 2014.
New York, New York
March 16, 2022
GT.COM
Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2021
December 31, 2020
Assets
Cash equivalents
$ 4,801
2,786
Interest receivable
3
-
Other assets
30
1
Equity in trading accounts:
Investments in securities, at fair value (cost $ 12,799,498 and $ 1,586,899 as of December 31, 2021 and December 31, 2020, respectively)
14,178,019
1,582,262
Total assets
14,182,853
1,585,049
Liabilities
Other liabilities
3,198
661
Net assets
$ 14,179,655
$ 1,584,388
Shares outstanding
525,002
75,002
Shares authorized
4,075,000
4,612,500
Net asset value per share
$ 27.01
$ 21.12
Market value per share
$ 26.94
$ 21.21
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2021
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Exchange-traded funds
Teucrium Corn Fund
$ 3,537,560
24.95 %
163,930
Teucrium Soybean Fund
3,538,006
24.96
155,374
Teucrium Sugar Fund
3,591,878
25.33
389,317
Teucrium Wheat Fund
3,510,575
24.76
475,836
Total exchange-traded funds (cost: $12,799,498)
$ 14,178,019
100.00 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X 0.026% (cost: $4,801)
$ 4,801
0.03 %
4,801
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
December 31, 2020
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Exchange-traded funds
Teucrium Corn Fund
$ 401,787
25.36 %
25,858
Teucrium Soybean Fund
401,177
25.32
20,581
Teucrium Sugar Fund
383,816
24.23
57,124
Teucrium Wheat Fund
395,482
24.96
64,237
Total exchange-traded funds (cost: $1,586,899)
$ 1,582,262
99.87 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost: $2,786)
$ 2,786
0.18 %
2,786
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF OPERATIONS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Income
Realized and unrealized gain (loss) on trading of securities:
Realized gain (loss) on securities
$ 24,928
$ ( 345,117 )
$ ( 109,378 )
Net change in unrealized appreciation on securities
1,383,158
427,132
66,117
Interest income
18
11
63
Total income (loss)
1,408,104
82,026
( 43,198 )
Expenses
Professional fees
22,383
11,372
10,380
Distribution and marketing fees
69,107
13,599
17,185
Custodian fees and expenses
7,579
1,874
2,159
Business permits and licenses fees
14,935
14,138
12,030
General and administrative expenses
4,899
1,403
1,491
Other expenses
9
10
54
Total expenses
118,912
42,396
43,299
Expenses waived by the Sponsor
( 105,722 )
( 39,833 )
( 40,517 )
Total expenses, net
13,190
2,563
2,782
Net income (loss)
$ 1,394,914
$ 79,463
$ ( 45,980 )
Net income (loss) per share
$ 5.89
$ 1.40
$ ( 0.61 )
Net income (loss) per weighted average share
$ 4.60
$ 1.12
$ ( 0.61 )
Weighted average shares outstanding
303,324
70,733
75,002
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Operations
Net income (loss)
$ 1,394,914
$ 79,463
$ ( 45,980 )
Capital transactions
Issuance of Shares
13,467,624
235,946
-
Redemption of Shares
( 2,267,271 )
( 209,801 )
-
Total capital transactions
11,200,353
26,145
-
Net change in net assets
12,595,267
105,608
( 45,980 )
Net assets, beginning of period
$ 1,584,388
$ 1,478,780
$ 1,524,760
Net assets, end of period
$ 14,179,655
$ 1,584,388
$ 1,478,780
Net asset value per share at beginning of period
$ 21.12
$ 19.72
$ 20.33
Net asset value per share at end of period
$ 27.01
$ 21.12
$ 19.72
Creation of Shares
537,500
12,500
-
Redemption of Shares
87,500
12,500
-
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CASH FLOWS
Year ended
Year ended
Year ended
December 31, 2021
December 31, 2020
December 31, 2019
Cash flows from operating activities:
Net income (loss)
$ 1,394,914
$ 79,463
$ ( 45,980 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net change in unrealized appreciation on securities
( 1,383,158 )
( 427,132 )
( 66,117 )
Changes in operating assets and liabilities:
Net sale of investments in securities
( 11,212,599 )
321,750
112,523
Interest receivable
( 3 )
3
2
Other assets
( 29 )
( 1 )
-
Other liabilities
2,537
( 75 )
( 657 )
Net cash used in operating activities
( 11,198,338 )
( 25,992 )
( 229 )
Cash flows from financing activities:
Proceeds from sale of Shares
13,467,624
235,946
-
Redemption of Shares
( 2,267,271 )
( 209,801 )
-
Net cash provided by financing activities
11,200,353
26,145
-
Net change in cash equivalents
2,015
153
( 229 )
Cash equivalents, beginning of period
2,786
2,633
2,862
Cash equivalents, end of period
$ 4,801
$ 2,786
$ 2,633
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
December 31, 2021
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. The current registration statement for TAGS was declared effective on April 30, 2021.
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
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.