tct_10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended September 30, 2022 .
OR
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from _________ to _________ .
Commission File Number: 001-34765
Teucrium Commodity Trust
(Exact name of registrant as specified in its charter)
Delaware
27-0724963
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
Three Main Street , Suite 215 Burlington , VT 05401
(Address of principal executive offices) (Zip code)
( 802 ) 540-0019
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated Filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date.
Total Number of Outstanding Shares as of November 8, 2022
Teucrium Corn Fund
7,800,004
Teucrium Sugar Fund
2,875,004
Teucrium Soybean Fund
2,475,004
Teucrium Wheat Fund
39,775,004
Teucrium Agricultural Fund
1,425,502
Hashdex Bitcoin Futures ETF
100,004
TEUCRIUM COMMODITY TRUST
Table of Contents
Page
Part I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
50
Item 4.
Controls and Procedures
54
Part II. OTHER INFORMATION
Item 1.
Legal Proceedings
55
Item 1A.
Risk Factors
55
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
92
Item 3.
Defaults Upon Senior Securities
95
Item 4.
Mine Safety Disclosures
95
Item 5.
Other Information
95
Item 6.
Exhibits
96
2
Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Index to Financial Statements
Documents
Page
TEUCRIUM COMMODITY TRUST
Combined Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-1
Combined Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-2
Combined Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-5
Combined Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-6
Notes to Combined Financial Statements
F-7
TEUCRIUM CORN FUND
Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-24
Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-25
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-27
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-28
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-29
Notes to Financial Statements
F-30
TEUCRIUM SOYBEAN FUND
Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-44
Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-45
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-47
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-48
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-49
Notes to Financial Statements
F-50
TEUCRIUM SUGAR FUND
Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-64
Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-65
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-67
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-68
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-69
Notes to Financial Statements
F-70
TEUCRIUM WHEAT FUND
Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-84
Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-85
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-87
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-88
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-89
Notes to Financial Statements
F-90
TEUCRIUM AGRICULTURAL FUND
Statements of Assets and Liabilities at September 30, 2022 (Unaudited) and December 31, 2021
F-104
Schedule of Investments at September 30, 2022 (Unaudited) and December 31, 2021
F-105
Statements of Operations (Unaudited) for the three and nine months ended September 30, 2022 and 2021
F-107
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2022 and 2021
F-108
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021
F-109
Notes to Financial Statements
F-110
HASHDEX BITCOIN FUTURES ETF
Statements of Assets and Liabilities at September 30, 2022 (Unaudited)
F-121
Schedule of Investments at September 30, 2022 (Unaudited)
F-122
Statements of Operations (Unaudited) from the commencement of operations (September 15, 2022) through September 30, 2022
F-123
Statements of Changes in Net Assets (Unaudited) from the commencement of operations (September 15, 2022) through September 30, 2022
F-124
Statements of Cash Flows (Unaudited) from the commencement of operations (September 15, 2022) through September 30, 2022
F-125
Notes to Financial Statements
F-126
3
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
September 30,
2022
December 31,
2021
(Unaudited)
Assets
Cash and cash equivalents
$ 629,514,898
$ 252,211,943
Interest receivable
418,273
16,982
Other assets
2,568
1,000
Equity in trading accounts:
Commodity and cryptocurrency futures contracts
24,791,493
13,415,301
Due from broker
60,590,852
613,126
Total equity in trading accounts
85,382,345
14,028,427
Total assets
$ 715,318,084
$ 266,258,352
Liabilities
Management fee payable to Sponsor
562,179
227,779
Other liabilities
116,369
129,453
Equity in trading accounts:
Commodity and cryptocurrency futures contracts
27,665,254
735,475
Due to broker
-
888,877
Total equity in trading accounts
27,665,254
1,624,352
Total liabilities
28,343,802
1,981,584
Net Assets
$ 686,974,282
$ 264,276,768
The accompanying notes are an integral part of these financial statements.
F-1
Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $148,187,971)
$ 148,187,971
21.57 %
148,187,971
Goldman Sachs Financial Square Government Fund - Institutional Class (cost: $153,812,157)
153,812,157
22.39
153,812,157
Total money market funds (cost $302,000,128)
$ 302,000,128
43.96 %
Principal Amount
Commercial Paper
American Electric Power Company, Inc. 3.465% (cost: $12,458,317 due: 11/03/2022)
$ 12,460,700
1.81 %
12,500,000
AT&T Inc. 3.277% (cost: $14,906,850 due: 11/28/2022)
14,921,700
2.17
15,000,000
Brookfield Infrastructure Holdings (Canada) Inc. 3.540% (cost: $19,895,000 due: 11/15/2022)
19,912,501
2.90
20,000,000
Crown Castle Inc. 3.234% (cost: $7,462,667 due: 11/10/2022)
7,473,333
1.09
7,500,000
Crown Castle Inc. 3.806% (cost: $4,504,451 due: 11/23/2022)
4,504,924
0.66
4,530,000
E. I. du Pont de Nemours and Company 3.336% (cost: $14,923,002 due: 11/21/2022)
14,929,877
2.17
15,000,000
Entergy Corporation 3.030% (cost: $7,462,500 due: 11/14/2022)
7,472,499
1.09
7,500,000
Entergy Corporation 3.163% (cost: $12,403,391 due: 11/28/2022)
12,437,041
1.81
12,500,000
Fortune Brands Home & Security, Inc. 3.040% (cost: $4,977,844 due: 10/21/2022)
4,991,638
0.73
5,000,000
Fortune Brands Home & Security, Inc. 3.754% (cost: $2,984,851 due: 11/18/2022)
2,985,160
0.43
3,000,000
General Motors Financial Company, Inc. 2.929% (cost: $7,457,709 due: 10/14/2022)
7,492,146
1.09
7,500,000
General Motors Financial Company, Inc. 2.878% (cost: $4,975,062 due: 10/17/2022)
4,993,666
0.73
5,000,000
General Motors Financial Company, Inc. 3.042% (cost: $7,456,731 due: 11/08/2022)
7,476,171
1.09
7,500,000
Glencore Funding LLC 2.856% (cost: $4,978,775 due: 10/03/2022)
4,999,214
0.73
5,000,000
Glencore Funding LLC 2.898% (cost: $14,924,663 due: 10/18/2022)
14,979,671
2.18
15,000,000
Harley-Davidson Financial Services, Inc. 3.029% (cost: $6,671,525 due: 10/05/2022)
6,697,767
0.97
6,700,000
Harley-Davidson Financial Services, Inc. 2.824% (cost: $3,488,566 due: 10/18/2022)
3,495,372
0.51
3,500,000
Harley-Davidson Financial Services, Inc. 3.487% (cost: $9,759,616 due: 11/03/2022)
9,769,008
1.42
9,800,000
Humana Inc. 2.518% (cost: $7,483,854 due: 10/03/2022)
7,498,959
1.09
7,500,000
ITT Inc. 2.795% (cost: $14,935,367 due: 10/11/2022)
14,988,459
2.18
15,000,000
ITT Inc. 2.683% (cost: $4,982,266 due: 10/24/2022)
4,991,502
0.73
5,000,000
Jabil Inc. 3.079% (cost: $7,475,219 due: 10/17/2022)
7,489,833
1.09
7,500,000
Jabil Inc. 3.129% (cost: $12,461,250 due: 10/21/2022)
12,478,471
1.82
12,500,000
ONEOK, Inc. 3.159% (cost: $9,975,439 due: 10/14/2022)
7,491,523
1.09
7,500,000
ONEOK, Inc. 3.158% (cost: $9,975,221 due: 10/14/2022)
12,485,872
1.82
12,500,000
PVH Corp. 3.535% (cost: $7,481,043 due: 10/19/2022)
7,486,875
1.09
7,500,000
PVH Corp. 3.434% (cost: $12,465,764 due: 10/21/2022)
12,476,389
1.82
12,500,000
V.F. Corporation 2.539% (cost: $7,479,525 due: 10/11/2022)
7,494,750
1.09
7,500,000
V.F. Corporation 3.282% (cost: $9,964,793 due: 11/01/2022)
9,972,015
1.45
10,000,000
V.F. Corporation 3.759% (cost: $2,480,935 due: 12/09/2022)
2,482,223
0.36
2,500,000
Viatris Inc. 3.473% (cost: $12,478,500 due: 10/14/2022)
12,484,472
1.82
12,500,000
Total Commercial Paper (cost: $281,330,696)
$ 281,813,731
41.03 %
Total Cash Equivalents
$ 583,813,859
84.99 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAR23 (2,207 contracts)
$ 6,573,943
0.96 %
$ 75,479,400
United States wheat futures contracts
CBOT wheat futures MAR23 (2,854 contracts)
12,115,954
1.76
132,996,400
CBOT wheat futures MAY23 (2,430 contracts)
6,101,596
0.89
113,815,125
Total commodity futures contracts
$ 24,791,493
3.61 %
$ 322,290,925
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity and Cryptocurrency futures contracts
United States corn futures contracts
CBOT corn futures MAY23 (1,889 contracts)
$ 1,236,813
0.18 %
$ 64,651,025
CBOT corn futures DEC23 (2,426 contracts)
3,099,010
0.45
74,811,775
United States soybean futures contracts
CBOT soybean futures JAN23 (339 contracts)
1,626,608
0.24
23,314,725
CBOT soybean futures MAR23 (290 contracts)
1,453,840
0.21
20,057,125
CBOT soybean futures NOV23 (356 contracts)
3,401
0.00
23,869,800
United States sugar futures contracts
ICE sugar futures MAY23 (471 contracts)
560,518
0.08
8,936,189
ICE sugar futures JUL23 (414 contracts)
17,706
0.00
7,669,267
ICE sugar futures MAR24 (475 contracts)
704,427
0.10
8,942,920
United States wheat futures contracts
CBOT wheat futures DEC23 (2,899 contracts)
18,948,559
2.76
131,179,750
United States CME Bitcoin futures contracts
CME Bitcoin futures Oct22 (6 contracts)
9,576
0.00
582,750
CME Bitcoin futures Nov22 (6 contracts)
4,796
0.00
583,050
Total commodity futures contracts
$ 27,665,254
4.03 %
$ 364,598,376
Exchange-traded funds*
Shares
Teucrium Corn Fund
$ 11,605,566
1.69 %
429,192
Teucrium Soybean Fund
11,158,920
1.62
427,314
Teucrium Sugar Fund
11,589,798
1.69
1,327,598
Teucrium Wheat Fund
11,861,985
1.73
1,294,496
Total exchange-traded funds (cost $46,624,323)
$ 46,216,269
6.73 %
*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 other four Funds (“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-2
Table of Contents
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 (cost $32,968,833)
$ 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
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
0.03 %
$ 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-3
Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30,
2022(1)
September 30,
2021
September 30,
2022(1)
September 30,
2021
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity and cryptocurrency futures contracts
$ ( 103,278,313 )
$ 15,419,113
$ ( 14,666,473 )
$ 109,828,706
Net change in unrealized (depreciation)/appreciation on commodity and cryptocurrency futures contracts
112,241,847
( 23,501,922 )
$ ( 15,553,587 )
( 34,410,727 )
Interest income
3,411,665
113,104
$ 5,411,206
430,283
Total income (loss)
12,375,199
( 7,969,705 )
( 24,808,854 )
75,848,262
Expenses
Management fees
1,666,788
749,229
5,121,250
2,549,948
Professional fees
202,539
219,475
1,012,066
928,149
Distribution and marketing fees
1,170,838
920,861
3,058,779
2,509,136
Custodian fees and expenses
151,161
99,410
280,651
280,651
Business permits and licenses fees
17,473
11,051
114,848
107,406
General and administrative expenses
46,910
58,673
257,025
263,366
Other expenses
21
17
26
17
Total expenses
3,255,730
2,058,716
9,844,645
6,638,673
Expenses waived by the Sponsor
( 62,609 )
( 684,792 )
( 1,115,590 )
( 1,650,854 )
Total expenses, net
3,193,121
1,373,924
8,729,055
4,987,819
Net income (loss)
$ 9,182,078
$ ( 9,343,629 )
$ ( 33,537,909 )
$ 70,860,443
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
The accompanying notes are an integral part of these financial statements.
F-4
Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30,
2022(1)
September 30,
2021
Operations
Net (loss) income
$ ( 33,537,909 )
$ 70,860,443
Capital transactions
Issuance of Shares
1,216,204,797
134,705,493
Redemption of Shares
( 726,634,292 )
( 242,902,007 )
Net change in the cost of the Underlying Funds
( 33,335,082 )
( 5,732,374 )
Total capital transactions
456,235,423
( 113,928,888 )
Net change in net assets
422,697,514
( 43,068,445 )
Net assets, beginning of period
264,276,768
310,113,194
Net assets, end of period
$ 686,974,282
$ 267,044,749
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM COMMODITY TRUST
COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30,
2022(1)
September 30,
2021
Cash flows from operating activities:
Net (loss) income
$ ( 33,537,909 )
$ 70,860,443
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net change in unrealized appreciation on commodity and cryptocurrency futures contracts
$ 15,553,587
34,410,727
Changes in operating assets and liabilities:
Due from broker
$ ( 59,977,726 )
( 10,577,745 )
Interest receivable
( 401,291 )
( 1,602 )
Other assets
( 1,568 )
8
Due to broker
( 888,877 )
( 26,931,492 )
Management fee payable to Sponsor
334,400
( 39,199 )
Payable for purchases of commercial paper
-
( 4,997,788 )
Other liabilities
( 13,084 )
224,500
Net cash (used in) provided by operating activities
( 78,932,468 )
62,947,852
Cash flows from financing activities:
Proceeds from sale of Shares
1,216,204,797
135,013,323
Redemption of Shares
( 726,634,292 )
( 247,306,922 )
Net change in cost of the Underlying Funds
( 33,335,082 )
( 5,732,374 )
Net cash provided by (used in) financing activities
456,235,423
( 118,025,973 )
Net change in cash and cash equivalents
377,302,955
( 55,078,121 )
Cash and cash equivalents beginning of period
252,211,943
309,378,295
Cash and cash equivalents end of period
$ 629,514,898
$ 254,300,174
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
The accompanying notes are an integral part of these financial statements.
F-6
Table of Contents
NOTES TO COMBINED FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009, is a series trust consisting of six series: Teucrium Corn Fund (“CORN”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), Teucrium Agricultural Fund (“TAGS”) and Hashdex Bitcoin Futures ETF (“DEFI”). All of these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” Collectively, CORN, CANE, SOYB, and WEAT are referred to as the “Agricultural Funds”. Each Fund is a commodity pool that is a series of the Trust. The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund. Effective as of April 29, 2019, the Trust and the Funds operate pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).
On June 7, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 7, 2022. This registration statement for CORN registered an indeterminate number of shares.
On June 13, 2011, the initial Forms S-1 for CANE, SOYB, and WEAT were declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued for each Fund, representing 100,000 shares and $ 2,500,000 , for CANE, SOYB, and WEAT. On September 19, 2011, CANE, SOYB, and WEAT started trading on the NYSE Arca. The current registration statements for CANE and SOYB were declared effective by the SEC on April 7, 2022. The registration statements for SOYB and CANE registered an indeterminate number of shares each. The current registration statement for WEAT was declared effective on March 9, 2022. This registration statement for WEAT registered an indeterminate number of 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 7, 2022. This registration statement for TAGS registered an indeterminate number of shares.
On September 14, 2022, the Form S-1 for DEFI was declared effective by the SEC. This registration statement for DEFI registered an indeterminate number of shares. On September 15, 2022, five Creation Baskets for DEFI were issued representing 50,000 shares and $ 1,250,000 . DEFI began trading on the NYSE Arca on September 16, 2022.
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 accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Trust’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the audited financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
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Table of Contents
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC in its capacity as the Sponsor of the Trust 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. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”), StoneX Financial Inc. (“StoneX”) and Phillip Capital Inc. (“Phillip Capital”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. E D & F Man, StoneX and Phillip Capital are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. E D & F Man, StoneX and Phillip Capital are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the combined statements of operations, and a full turn is recognized as a realized loss on the combined statements of operations when a contract is sold. For Bitcoin futures contracts, StoneX is paid $10.00 - $25.00 per half-turn exclusive of pass through fees for the exchange and NFA. Phillip Capital is paid $35.00 - $45.00 per half-turn exclusive of pass through fees for the exchange, NFA, execution fees and platform and exchange data fees. A summary of these expenses is included below.
F-8
Table of Contents
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the combined statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (“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 combined statements of operations. A summary of these expenses is included below:
Three months ended September 30,
2022 (1)
Three months ended September 30,
2021
Nine months ended September 30,
2022 (1)
Nine months ended September 30,
2021
Amount Recognized for Custody Services
$ 151,161
$ 99,410
$ 280,651
$ 280,651
Amount of Custody Services Waived
$ 7,455
$ 53,146
$ 35,556
$ 79,955
Amount Recognized for Distribution Services
$ 53,835
$ 41,306
147,890
$ 132,621
Amount of Distribution Services Waived
$ 2,739
$ 36,153
45,733
$ 60,354
Amount Recognized for Wilmington Trust
$ 3,300
$ 3,300
$ 3,300
$ 3,300
Amount of Wilmington Trust Waived
$ 550
$ 991
$ 550
$ 991
Amount Recognized for Thales
$ 54,755
$ 92,386
$ 212,879
$ 253,154
Amount of Thales Waived
$ 2,605
$ 92,386
$ 103,396
$ 134,064
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
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, TAGS and DEFI. Refer to the accompanying separate financial statements for each Fund for more detailed information. The periods represented by the financial statements herein contain the results of CORN, SOYB, CANE, WEAT, TAGS and DEFI for the months during which each Fund was in operation, except for eliminations for TAGS as explained below.
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 Agricultural Funds. The Trust eliminates the shares of the other series of the Trust owned by TAGS from its combined statements of assets and liabilities. The Trust eliminates the net change in unrealized appreciation or depreciation on securities owned by TAGS 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 by TAGS.
F-9
Table of Contents
Revenue Recognition
Commodity and cryptocurrency 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 and cryptocurrency futures contracts are reflected in the combined statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the combined statements of operations. Interest on cash equivalents with financial institutions are recognized on the accrual basis. The Funds earn interest on funds held at the custodian and other financial institutions at prevailing market rates for such investments.
The Sponsor invests a portion of cash in commercial paper, which is deemed a cash equivalent based on the rating and duration of contracts as described in the notes to the combined financial statements and reflected in cash and cash equivalents on the combined statements of assets and liabilities and 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 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 combined statements of operations.
Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the combined statements of operations as total brokerage commissions paid inclusive of unrealized loss for the three and nine months ended September 30, 2022.
CORN
SOYB
CANE
WEAT
TAGS
DEFI
TRUST
Three Months Ended September 30, 2022 (1)
$ 54,746
$ 6,432
$ 5,436
$ 75,136
$ -
$ 949
$ 142,699
Three Months Ended September 30, 2021
$ 43,677
$ 4,833
$ 6,613
$ 17,330
$ -
$ -
$ 72,453
Nine Months Ended September 30, 2022 (1)
$ 188,321
$ 21,638
$ 31,972
$ 354,679
$ -
$ 949
$ 597,559
Nine Months Ended September 30, 2021
$ 118,868
$ 26,568
$ 19,047
$ 39,852
$ -
$ -
$ 204,335
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
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.
F-10
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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 2019 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 as of September 30, 2022, and for the years ended December 31, 2021, 2020 and 2019. 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.
There is very limited authority on the U.S. federal income tax treatment of bitcoin and no direct authority on bitcoin derivatives, such as Bitcoin Futures Contracts. Bitcoin Futures Contracts more likely than not will be considered futures with respect to commodities for purposes of the qualifying income exception under section 7704 of the Code. Based on a CFTC determination that treats bitcoin as a commodity under the CEA, the Fund intends to take the position that Bitcoin Futures Contracts consist of futures on commodities for purposes of the qualifying income exception under section 7704 of the Code. Shareholders should be aware that the Fund’s position is not binding on the IRS, and no assurance can be given that the IRS will not challenge the Fund’s position, or that the IRS or a court will not ultimately reach a contrary conclusion, which would result in the material adverse consequences to Shareholders and the Fund.
The Funds recognize interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and nine months ended September 30, 2022 and 2021.
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. (ET) time on the day the order to create the basket is received in good order.
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. (ET) on the day the order to redeem the basket is received in good order.
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.
There are a minimum number of baskets and associated Shares specified for each Fund in the Fund’s respective prospectus, as amended from time to time. If a Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser. These minimum levels are as follows:
CORN: 50,000 shares representing 2 baskets
SOYB: 50,000 shares representing 2 baskets
CANE: 50,000 shares representing 2 baskets
WEAT: 50,000 shares representing 2 baskets
TAGS: 50,000 shares representing 4 baskets
DEFI: 50,000 shares representing 5 baskets
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Table of Contents
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 broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
September 30,
2022
December 31,
2021
Money Market Funds
$ 302,000,128
$ 32,968,833
Demand Deposit Savings Accounts
45,701,039
99,262,744
Commercial Paper
281,813,731
119,980,366
Total cash and cash equivalents as presented on the combined Statement of Assets and Liabilities
$ 629,514,898
$ 252,211,943
Payable for Purchases of Commercial Paper
The amount recorded by the Trust for commercial paper transactions awaiting settlement represents the amount payable for contracts purchased but not yet settled as of the reporting date. The value of the contract is included in cash and cash equivalents, and the payable amount is included as a liability.
Due from/to Broker
The amount recorded by the Trust for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records, and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Funds’ clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
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Table of Contents
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Funds’ trading, the Funds (and not their shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Trust and the Funds are subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Trust and the Funds monitors the financial condition of such brokers and does not anticipate any losses from these counterparties. 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 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, compliance, and other necessary services to the Fund, including services directly attributable to the Fund such as accounting, financial reporting, regulatory compliance, and trading activities. In some cases, at its discretion, the Sponsor may elect not to outsource certain of these expenses.
In addition, the Agricultural 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 Agricultural Funds generally 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, the Financial Industry Regulatory Authority (“FINRA”), 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. Each 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 services provided by 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 Funds and are, primarily, included as distribution and marketing fees on the statements of operations. These amounts, for the Trust and for each Fund, are detailed in the notes to the financial statements included in Part I of this filing.
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DEFI is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 0.94% per annum. From the Management Fee, the Sponsor pays all of the routine operational, administrative and other ordinary expenses of the Fund, generally as determined by the Sponsor, including but not limited to, fees and expenses of the Administrator, Custodian, Distributor, Transfer Agent, licensors, accounting and audit fees expenses, tax preparation expenses, legal fees, ongoing SEC registration fees, individual Schedule K-1 preparation and mailing fees, and report preparation and mailing expenses. These fees and expenses are not included in the breakeven table because they are paid for by the Sponsor through the proceeds from the Management Fee. The Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. Routine operational, administrative, and other ordinary expenses are not deemed extraordinary expenses.
Three months ended September 30,
2022 (1)
Three months ended September 30,
2021
Nine months ended September 30,
2022 (1)
Nine months ended September 30,
2021
Recognized Related Party Transactions
$ 638,361
$ 518,894
$ 2,055,991
$ 1,702,621
Waived Related Party Transactions
$ 19,090
$ 284,739
$ 498,171
$ 735,851
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
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 will be no recovery sought for the amounts below in any future period.
CORN
SOYB
CANE
WEAT
TAGS
DEFI
TRUST
Three months ended September 30, 2022 (1)
$ -
$ -
$ -
$ -
$ 62,059
$ 550
$ 62,609
Three months ended September 30, 2021
$ 347,523
$ 173,635
$ 29,699
$ 104,989
$ 28,946
$ -
$ 684,792
Nine months ended September 30, 2022 (1)
$ 345,855
$ 89,562
$ 78,237
$ 425,164
$ 176,222
$ 550
$ 1,115,590
Nine months ended September 30, 2021
$ 789,304
$ 479,631
$ 87,738
$ 229,640
$ 64,541
$ -
$ 1,650,854
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
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 amounts 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 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, WEAT and DEFI, 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 daily 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 September 30, 2022 and December 31, 2021, in the opinion of the Trust, the reported value at the close of the market for each commodity and cryptocurrency contract fairly reflected the value of the futures and no alternative valuations were required.
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 below and transferred back to a Level 1 asset for the period ended September 30, 2021.
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.
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”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued 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 adopted early 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.
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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.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Funds.
The FASB issued 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 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 September 30, 2022 and December 31, 2021:
Assets:
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Cash Equivalents
$ 583,813,859
$ -
$ -
$ 583,813,859
Commodity and Cryptocurrency Futures Contracts
Corn futures contracts
6,573,943
-
-
6,573,943
Wheat futures contracts
18,217,550
-
-
18,217,550
Total
$ 608,605,352
$ -
$ -
$ 608,605,352
Liabilities
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Commodity and Cryptocurrency Futures Contracts
Corn futures contracts
$ 4,335,823
$ -
$ -
$ 4,335,823
Soybean futures contracts
3,083,849
-
-
3,083,849
Sugar futures contracts
1,282,651
-
-
1,282,651
Wheat futures contracts
18,948,559
-
-
18,948,559
Bitcoin futures contracts
14,372
14,372
Total
$ 27,665,254
$ -
$ -
$ 27,665,254
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 152,949,199
$ -
$ -
$ 152,949,199
Commodity and Cryptocurrency 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 and Cryptocurrency Futures Contracts
Sugar futures contracts
80,506
-
-
$ 80,506
Wheat futures contracts
654,969
-
-
654,969
Total
$ 735,475
$ -
$ -
$ 735,475
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, 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.
See the Fair Value - Definition and Hierarchy section in Note 3 above for an explanation of the transfers into and out of each level of the fair value hierarchy.
Note 5 – Derivative Instruments and Hedging Activities
In the normal course of business, the Funds utilize derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Funds’ derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Funds are also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts. For the three and nine months ended September 30, 2022 and year ended December 31, 2021, the Funds invested only in commodity and cryptocurrency futures contracts specifically related to each Fund.
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Futures Contracts
The Funds are subject to commodity and cryptocurrency 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 combined statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the combined statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, and held by the FCMs, E D & F Man, and StoneX as of September 30, 2022, and December 31, 2021. The DEFI Fund has an account open at Phillip Capital with no contracts held as of September 30, 2022.
*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 September 30, 2022
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Combined Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Combined Statement of Assets and Liabilities
Net Amount Presented in the Combined Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due to Broker
Net Amount
Commodity and Cryptocurrency Price
Corn futures contracts
$ 6,573,943
$ -
$ 6,573,943
$ 4,335,823
$ -
$ 2,238,120
Wheat futures contracts
$ 18,217,550
$ -
$ 18,217,550
$ 18,217,550
$ -
$ -
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Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2022
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Combined Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Combined Statement of Assets and Liabilities
Net Amount Presented in the Combined Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker*
Net Amount
Commodity and Cryptocurrency Price
Corn futures contracts
$ 4,335,823
$ -
$ 4,335,823
$ 4,335,823
$ -
$ -
Soybean futures contracts
$ 3,083,849
$ -
$ 3,083,849
$ -
$ 3,083,849
$ -
Sugar futures contracts
$ 1,282,651
$ -
$ 1,282,651
$ -
$ 1,282,651
$ -
Wheat futures contracts
$ 18,948,559
$ -
$ 18,948,559
$ 18,217,550
$ 731,009
$ -
Bitcoin futures contracts
$ 14,372
$ -
$ 14,372
$ -
$ 14,372
$ -
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 Combined Statement of Assets and Liabilities
Description
Gross Amount of Recognized Assets
Gross Amount Offset in the Combined Statement of Assets and Liabilities
Net Amount Presented in the Combined 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
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 Combined Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Combined Statement of Assets and Liabilities
Net Amount Presented in the Combined 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
$ -
$ -
Wheat futures contracts
$ 654,969
$ -
$ 654,969
$ 654,969
$ -
$ -
The following is a summary of realized and unrealized gains (losses) of the derivative instruments utilized by the Trust:
Three months ended September 30, 2022 (1)
Realized (Loss) Gain on Commodity and Cryptocurrency Futures Contracts
Net Change in Unrealized Appreciation (Depreciation) on Commodity and Cryptocurrency Futures Contracts
Commodity Price
Corn futures contracts
$ ( 10,344,285 )
$ 23,856,276
Soybean futures contracts
977,658
( 3,855,440 )
Sugar futures contracts
( 948,329 )
( 1,014,429 )
Wheat futures contracts
( 92,957,415 )
93,269,812
Bitcoin futures Contracts
( 5,942 )
( 14,372 )
Total commodity and cryptocurrency futures contracts
$ ( 103,278,313 )
$ 112,241,847
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Three months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized (Depreciation) Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 6,039,005
$ ( 16,642,507 )
Soybean futures contracts
3,421,173
( 7,754,543 )
Sugar futures contracts
2,536,459
289,834
Wheat futures contracts
3,422,476
605,294
Total commodity and cryptocurrency futures contracts
$ 15,419,113
$ ( 23,501,922 )
Nine months ended September 30, 2022 (1)
Realized Gain (Loss) on Commodity and Cryptocurrency Futures Contracts
Net Change in Unrealized Depreciation on Commodity and Cryptocurrency Futures Contracts
Commodity Price
Corn futures contracts
$ 28,678,780
$ ( 3,698,432 )
Soybean futures contracts
10,675,505
( 5,768,700 )
Sugar futures contracts
( 476,906 )
( 2,281,371 )
Wheat futures contracts
( 53,537,910 )
( 3,790,712 )
Bitcoin futures Contracts
( 5,942 )
( 14,372 )
Total commodity and cryptocurrency futures contracts
$ ( 14,666,473 )
$ ( 15,553,587 )
Nine months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized (Depreciation) Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 61,285,136
$ ( 18,263,441 )
Soybean futures contracts
29,238,888
( 15,794,481 )
Sugar futures contracts
5,802,090
846,951
Wheat futures contracts
13,502,592
( 1,199,756 )
Total commodity and cryptocurrency futures contracts
$ 109,828,706
$ ( 34,410,727 )
(1) The Hashdex Bitcoin Futures ETF commenced operations on September 15, 2022.
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Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for the futures contracts held was $ 662.8 million and $ 611.7 million respectively for the three and nine months ended September 30, 2022 and $ 281.7 million and $ 334.0 million for the three and nine months ended September 30, 2021, respectively.
Note 6 - Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the shares of the Funds, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds, and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.
Note 7 – Detail of the net assets and shares outstanding of the Funds that are a series of the Trust
The following are the net assets and shares outstanding of each Fund that is a series of the Trust and, thus, in total, comprise the combined net assets of the Trust:
September 30, 2022
Outstanding
Shares
Net Assets
Teucrium Corn Fund
7,950,004
$ 214,972,436
Teucrium Soybean Fund
2,575,004
67,243,978
Teucrium Sugar Fund
2,925,004
25,534,967
Teucrium Wheat Fund
41,250,004
377,988,971
Hashdex Bitcoin Futures ETF
50,004
1,230,482
Teucrium Agricultural Fund:
Net assets including the investment in the Underlying Funds
1,487,502
46,219,717
Less: Investment in the Underlying Funds
( 46,216,269 )
Net for the Fund in the combined net assets of the Trust
3,448
Total
$ 686,974,282
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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:
Net assets including the investment in the Underlying Funds
525,002
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
The detailed information for the subscriptions and redemptions, and other financial information for each Fund that is a series of the Trust are included in the accompanying financial statements of each Fund.
Note 8 – Subsequent Events
Management has evaluated the financial statements for the quarter-ended September 30, 2022 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:
Nothing to report.
CORN:
Nothing to report.
SOYB:
Nothing to report.
CANE:
Nothing to report.
WEAT:
Nothing to report.
TAGS:
Nothing to report.
DEFI:
The total net assets of the Fund increased by $ 1,058,752 , or 86 %, for the period September 30, 2022 to November 8, 2022. This was driven by a 100 % increase in the shares outstanding and partially offset by a 7 % decrease in the NAV/share.
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TEUCRIUM CORN FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30,
2022
December 31,
2021
(Unaudited)
Assets
Cash and cash equivalents
$ 197,381,777
$ 115,012,740
Interest receivable
134,080
8,614
Equity in trading accounts:
Commodity futures contracts
6,573,943
5,936,552
Due from broker
15,440,025
77,143
Total equity in trading accounts
22,013,968
6,013,695
Total assets
219,529,825
121,035,049
Liabilities
Management fee payable to Sponsor
179,005
104,087
Other liabilities
42,561
84,706
Equity in trading accounts:
Commodity futures contracts
4,335,823
-
Total liabilities
4,557,389
188,793
Net assets
$ 214,972,436
$ 120,846,256
Shares outstanding
7,950,004
5,600,004
Shares Authorized
*
22,425,000
Net asset value per share
$ 27.04
$ 21.58
Market value per share
$ 27.04
$ 21.54
* On April 7, 2022, the Teucrium Corn Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM CORN FUND
SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Governemnt Obligations Fund - Class X (cost $32,434,029)
$ 32,434,029
15.09 %
32,434,029
Goldman Sachs Financial Square Government Fund - Institutional Class (cost: $41,373,165)
41,373,165
19.24
41,373,165
Total money market funds (cost: $73,807,194)
$ 73,807,194
34.33 %
Commercial Paper
American Electric Power Company, Inc. 3.465% (cost: $4,983,327 due 11/03/2022)
$ 4,984,280
2.32 %
5,000,000
AT&T Inc. 3.277% (cost: $7,453,425 due 11/28/2022)
7,460,850
3.47
7,500,000
Brookfield Infrastructure Holdings (Canada) Inc. 3.540% (cost: $7,460,625 due 11/15/2022)
7,467,188
3.47
7,500,000
Crown Castle Inc. 3.234% (cost: $2,487,556 due 11/10/2022)
2,491,111
1.16
2,500,000
Crown Castle Inc. 3.806% (cost: $2,485,900 due 11/23/2022)
2,486,161
1.16
2,500,000
E. I. du Pont de Nemours and Company 3.336% (cost: $2,487,167 due 11/21/2022)
2,488,313
1.16
2,500,000
Entergy Corporation 3.030% (cost: $2,487,500 due 11/14/2022)
2,490,833
1.16
2,500,000
Entergy Corporation 3.163% (cost: $2,480,678 due 11/28/2022)
2,487,408
1.16
2,500,000
Fortune Brands Home & Security, Inc. 3.040% (cost: $2,488,922 due 10/21/2022)
2,495,819
1.16
2,500,000
General Motors Financial Company, Inc. 2.878% (cost: $2,487,531 due 10/17/2022)
2,496,833
1.16
2,500,000
General Motors Financial Company, Inc. 3.042% (cost: $2,485,577 due 11/08/2022)
2,492,057
1.16
2,500,000
Glencore Funding LLC 2.898% (cost: $9,949,775 due 10/18/2022)
9,986,447
4.65
10,000,000
Harley-Davidson Financial Services, Inc. 2.824% (cost: $996,733 due 10/18/2022)
998,678
0.47
1,000,000
Harley-Davidson Financial Services, Inc. 3.487% (cost: $2,489,698 due 11/03/2022)
2,492,094
1.16
2,500,000
Humana Inc. 2.518% (cost: $2,494,618 due 10/03/2022)
2,499,653
1.16
2,500,000
ITT Inc. 2.795% (cost: $4,978,456 due 10/11/2022)
4,996,153
2.32
5,000,000
ITT Inc. 2.683% (cost: $2,491,133 due 10/24/2022)
2,495,751
1.16
2,500,000
Jabil Inc. 3.129% (cost: $2,492,250 due 10/21/2022)
2,495,694
1.16
2,500,000
ONEOK, Inc. 3.159% (cost: $2,493,697 due 10/14/2022)
2,497,174
1.16
2,500,000
ONEOK, Inc. 3.158% (cost: $4,987,828 due 10/14/2022)
4,994,349
2.32
5,000,000
PVH Corp. 3.434% (cost: $7,479,458 due 10/21/2022)
7,485,833
3.49
7,500,000
V.F. Corporation 2.539% (cost: $2,493,175 due 10/11/2022)
2,498,250
1.16
2,500,000
V.F. Corporation 3.282% (cost: $7,473,595 due 11/01/2022)
7,479,011
3.48
7,500,000
V.F. Corporation 3.759% (cost: $2,480,935 due 12/09/2022)
2,482,223
1.15
2,500,000
Viatris Inc. 3.473% (cost: $4,991,400 due 10/14/2022)
4,993,789
2.32
5,000,000
Total Commercial Paper (cost: $98,080,959)
$ 98,235,952
45.70 %
Total Cash Equivalents
$ 172,043,146
80.03 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAR23 (2,207 contracts)
$ 6,573,943
3.06 %
$ 75,479,400
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States corn futures contracts
CBOT corn futures MAY23 (1,889 contracts)
$ 1,236,813
0.58 %
$ 64,651,025
CBOT corn futures DEC23 (2,426 contracts)
3,099,010
1.44
74,811,775
Total commodity futures contracts
$ 4,335,823
2.02 %
$ 139,462,800
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, 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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TEUCRIUM CORN FUND
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity futures contracts
$ ( 10,344,285 )
$ 6,039,005
$ 28,678,780
$ 61,285,136
Net change in unrealized appreciation/(depreciation) on commodity futures contracts
23,856,276
( 16,642,507 )
( 3,698,432 )
( 18,263,441 )
Interest income
1,087,852
55,229
1,706,156
206,168
Total income (loss)
14,599,843
( 10,548,273 )
26,686,504
43,227,863
Expenses
Management fees
525,893
342,207
1,628,695
1,187,734
Professional fees
48,270
117,055
330,357
447,879
Distribution and marketing fees
307,484
444,526
934,170
1,191,750
Custodian fees and expenses
42,405
48,716
77,409
132,904
Business permits and licenses fees
7,049
3,685
27,907
27,959
General and administrative expenses
12,197
28,376
98,381
117,321
Total expenses
943,298
984,565
3,096,919
3,105,547
Expenses waived by the Sponsor
-
( 347,523 )
( 345,855 )
( 789,304 )
Total expenses, net
943,298
637,042
2,751,064
2,316,243
Net income (loss)
$ 13,656,545
$ ( 11,185,315 )
$ 23,935,440
$ 40,911,620
Net gain (loss) per share
$ 1.98
$ ( 1.12 )
$ 5.46
$ 4.69
Net income (loss) per weighted average share
$ 1.67
$ ( 1.67 )
$ 2.90
$ 4.87
Weighted average shares outstanding
8,188,863
6,704,352
8,240,663
8,402,293
The accompanying notes are an integral part of these financial statements.
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Table of Contents
TEUCRIUM CORN FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Operations
Net income
$ 23,935,440
$ 40,911,620
Capital transactions
Issuance of Shares
204,322,783
69,950,418
Redemption of Shares
( 134,132,043 )
( 128,755,180 )
Total capital transactions
70,190,740
( 58,804,762 )
Net change in net assets
94,126,180
( 17,893,142 )
Net assets, beginning of period
$ 120,846,256
$ 138,289,537
Net assets, end of period
$ 214,972,436
$ 120,396,395
Net asset value per share at beginning of period
$ 21.58
$ 15.54
Net asset value per share at end of period
$ 27.04
$ 20.23
Creation of Shares
7,500,000
3,775,000
Redemption of Shares
5,150,000
6,725,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM CORN FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Cash flows from operating activities:
Net income
$ 23,935,440
$ 40,911,620
Adjustments to reconcile net income to net cash provided by operating activities:
Net change in unrealized depreciation on commodity futures contracts
3,698,432
18,263,441
Changes in operating assets and liabilities:
Due from broker
( 15,362,882 )
( 6,206,315 )
Interest receivable
( 125,466 )
( 1,510 )
Due to broker
-
( 12,973,828 )
Management fee payable to Sponsor
74,918
( 19,374 )
Payable for purchases of commercial paper
-
( 2,499,092 )
Other liabilities
( 42,145 )
139,564
Net cash provided by operating activities
12,178,297
37,614,506
Cash flows from financing activities:
Proceeds from sale of Shares
204,322,783
69,950,418
Redemption of Shares
( 134,132,043 )
( 130,697,455 )
Net cash provided by (used in) financing activities
70,190,740
( 60,747,037 )
Net change in cash and cash equivalents
82,369,037
( 23,132,531 )
Cash and cash equivalents, beginning of period
115,012,740
138,181,061
Cash and cash equivalents, end of period
$ 197,381,777
$ 115,048,530
The accompanying notes are an integral part of these financial statements.
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Table of Contents
NOTES TO FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Corn Fund (referred to herein as “CORN,” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CORN,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for corn interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CORN is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the corn market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for corn (“Corn Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
CORN Benchmark
CBOT Corn Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
December following the third to expire
35 %
The Fund commenced investment operations on June 9, 2010 and has a fiscal year ending on December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 7, 2010, the initial Form S-1 for CORN was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 8, 2010, four Creation Baskets for CORN were issued representing 200,000 shares and $ 5,000,000 . CORN began trading on the New York Stock Exchange (“NYSE”) Arca on June 9, 2010. The current registration statement for CORN was declared effective by the SEC on April 7, 2022. This registration statement for CORN registered an indeterminate number of shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
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Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 – Principal Contracts and Agreements
The Sponsor employs U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”) and StoneX Financial Inc (“StoneX”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. E D & F Man and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. ED & F Man and StoneX are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund does not equal or exceed 20% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
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Table of Contents
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:
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Amount Recognized for Custody Services
$ 42,405
$ 48,716
$ 77,409
$ 132,904
Amount of Custody Services Waived
$ -
$ 28,184
$ 4,000
$ 43,116
Amount Recognized for Distribution Services
$ 14,345
$ 19,543
$ 46,974
$ 62,120
Amount of Distribution Services Waived
$ -
$ 19,543
$ 17,010
$ 19,543
Amount Recognized for Wilmington Trust
$ 550
$ 1,520
$ 550
$ 1,520
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for Thales
$ 14,487
$ 43,254
$ 73,405
$ 117,331
Amount of Thales Waived
$ -
$ 43,254
$ 27,193
$ 73,274
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. 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 deposits 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.
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Table of Contents
Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the three and nine months ended September 30, 2022.
CORN
Three Months Ended September 30, 2022
$ 54,746
Three Months Ended September 30, 2021
$ 43,677
Nine Months Ended September 30, 2022
$ 188,321
Nine Months Ended September 30, 2021
$ 118,868
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 2019 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 September 30, 2022 and for the years ended December 31, 2021, 2020, and 2019. 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.
F-33
Table of Contents
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and nine months ended September 30, 2022 and 2021.
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. (ET) on the day the order to create the basket is received in good order.
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. (ET) on the day the order to redeem the basket is received in good order.
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 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 Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
F-34
Table of Contents
September 30, 2022
December 31, 2021
Money Market Funds
$ 73,807,194
$ 11,399,662
Demand Deposit Savings Accounts
25,338,631
50,122,297
Commercial Paper
98,235,952
53,490,781
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 197,381,777
$ 115,012,740
Payable for Purchases of Commercial Paper
The amount recorded by the Fund for commercial paper transactions awaiting settlement, 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, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls. Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
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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. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
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. (ET). The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor has elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance, and trading activities, which the Sponsor performs itself. 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, 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 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 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 in the financial statements of each Fund.
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Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Recognized Related Party Transactions
$ 170,070
$ 242,913
$ 652,887
$ 797,998
Waived Related Party Transactions
$ -
$ 151,170
$ 149,721
$ 370,338
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 will be no recovery sought for the amounts below in any future period:
CORN
Three months ended September 30, 2022
$ -
Three months ended September 30, 2021
$ 347,523
Nine months ended September 30, 2022
$ 345,855
Nine months ended September 30, 2021
$ 789,304
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value - Definition and Hierarchy
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
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The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Fund’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Fund uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the daily change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.
On September 30, 2022 and December 31, 2021, in the opinion of the Trust and the Fund, 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 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 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 contracts transferred back to a Level 1 asset, and the SEP21 and DEC21 corn futures contracts remained a Level 2 asset as described below for the period ended June 30, 2021.
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.
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.
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Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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 adopted early 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 2020-02: “Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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.
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 September 30, 2022 and December 31, 2021:
September 30, 2022
Assets:
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Cash Equivalents
$ 172,043,146
$ -
$ -
$ 172,043,146
Commodity Futures Contracts
Corn futures contracts
6,573,943
-
-
$ 6,573,943
Total
$ 178,617,089
$ -
$ -
$ 178,617,089
Liabilities
Level 1
Level 2
Level 3
Balance as of September 30, 2020
Commodity Futures Contracts
Corn futures contracts
$ 4,335,823
$ -
$ -
$ 4,335,823
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December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 64,890,443
$ -
$ -
$ 64,890,443
Commodity Futures Contracts
Corn futures contracts
5,936,552
-
-
$ 5,936,552
Total
$ 70,826,995
$ -
$ -
$ 70,826,995
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 FCMs, E D & F Man and StoneX as of September 30, 2022, and December 31, 2021.
*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.
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Offsetting of Financial Assets and Derivative Assets as of September 30, 2022
(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
$ 6,573,943
$ -
$ 6,573,943
$ 4,335,823
$ -
$ 2,238,120
Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2022
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker*
Net Amount
Commodity Price
Corn futures contracts
$ 4,335,823
$ -
$ 4,335,823
$ 4,335,823
$ -
$ -
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
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
Three months ended September 30, 2022
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ ( 10,344,285 )
$ 23,856,276
Three months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 6,039,005
$ ( 16,642,507 )
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Nine months ended September 30, 2022
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 28,678,780
$ ( 3,698,432 )
Nine months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Corn futures contracts
$ 61,285,136
$ ( 18,263,441 )
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for the futures contracts held was $ 209.7 million and $ 201.4 million respectively for the three and nine months ended September 30, 2022 and $ 126.7 million and $ 154.1 million for the three and nine months ended September 30, 2021, respectively.
Note 6 – Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and nine months ended September 30, 2022 and 2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Per Share Operation Performance
Net asset value at beginning of period
$ 25.06
$ 21.44
$ 21.58
$ 15.54
Income from investment operations:
Investment income
0.13
0.01
0.21
0.02
Net realized and unrealized gain on commodity futures contracts
1.96
1.12
5.58
4.94
Total expenses, net
( 0.11 )
( 0.10 )
( 0.33 )
( 0.27 )
Net increase (decrease) in net asset value
1.98
( 1.21 )
5.46
4.69
Net asset value at end of period
$ 27.04
$ 20.23
$ 27.04
$ 20.23
Total Return
7.89 %
( 5.62 )%
25.30 %
30.23 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.79 %
2.88 %
1.90 %
2.61 %
Total expenses, net
1.79 %
1.86 %
1.69 %
1.95 %
Net investment income (loss)
0.27 %
( 1.70 )%
( 0.64 )%
( 1.78 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 – Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 – Subsequent Events
Management has evaluated the financial statements for the quarter-ended September 30, 2022 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.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2022
December 31, 2021
(Unaudited)
Assets
Cash and cash equivalents
$ 64,901,730
$ 43,019,884
Interest receivable
52,268
1,928
Equity in trading accounts:
Commodity futures contracts
-
2,684,851
Due from broker
5,445,820
-
Total equity in trading accounts
5,445,820
2,684,851
Total assets
70,399,818
45,706,663
Liabilities
Management fee payable to Sponsor
59,840
36,457
Other liabilities
12,151
22,412
Equity in trading accounts:
Commodity futures contracts
3,083,849
-
Due to broker
-
675,169
Total equity in trading accounts
3,083,849
675,169
Total liabilities
3,155,840
734,038
Net assets
$ 67,243,978
$ 44,972,625
Shares outstanding
2,575,004
1,975,004
Shares authorized
*
15,875,000
Net asset value per share
$ 26.11
$ 22.77
Market value per share
$ 26.11
$ 22.75
* On April 7, 2022, the Teucrium Soybean Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Funds - Government Obligations Fund - Class X (cost $17,432,839)
$ 17,432,839
25.92 %
17,432,839
Goldman Sachs Financial Square Government Fund - Institutional Class (cost: $10,736,820)
10,736,820
15.97
10,736,820
Total money market funds (cost: $28,169,659)
$ 28,169,659
41.89 %
Principal Amount
Commercial Paper
American Electric Power Company, Inc. 3.465% (cost: $2,491,663 due 11/03/2022)
$ 2,492,140
3.71 %
2,500,000
Brookfield Infrastructure Holdings (Canada) Inc. 3.540% (cost: $4,973,750 due 11/15/2022)
4,978,125
7.40
5,000,000
Crown Castle Inc. 3.234% (cost: $2,487,555 due 11/10/2022)
2,491,111
3.71
2,500,000
Entergy Corporation 3.030% (cost: $2,487,500 due 11/14/2022)
2,490,833
3.71
2,500,000
General Motors Financial Company, Inc. 2.929% (cost: $2,485,903 due 10/14/2022)
2,497,382
3.71
2,500,000
Glencore Funding LLC 2.898% (cost: $2,487,444 due 10/18/2022)
2,496,612
3.71
2,500,000
Harley-Davidson Financial Services, Inc. 3.029% (cost: $6,671,525 due 10/05/2022)
6,697,767
9.96
6,700,000
Harley-Davidson Financial Services, Inc. 3.487% (cost: $2,489,698 due 11/03/2022)
2,492,094
3.71
2,500,000
ONEOK, Inc. 3.158% (cost: $2,493,914 due 10/14/2022)
2,497,174
3.71
2,500,000
PVH Corp. 3.535% (cost: $2,493,681 due 10/19/2022)
2,495,625
3.71
2,500,000
Total Commercial Paper (cost: $31,562,633)
$ 31,628,863
47.04 %
Total Cash Equivalents
$ 59,798,522
88.93 %
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States soybean futures contracts
CBOT soybean futures JAN23 (339 contracts)
$ 1,626,608
2.42 %
$ 23,314,725
CBOT soybean futures MAR23 (290 contracts)
1,453,840
2.16
20,057,125
CBOT soybean futures NOV23 (356 contracts)
3,401
0.01
23,869,800
Total commodity futures contracts
$ 3,083,849
4.59 %
$ 67,241,650
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
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized gain on commodity futures contracts
$ 977,658
$ 3,421,173
$ 10,675,505
$ 29,238,888
Net change in unrealized depreciation on commodity futures contracts
( 3,855,440 )
( 7,754,543 )
( 5,768,700 )
( 15,794,481 )
Interest income
365,454
20,624
549,818
105,253
Total (loss) income
( 2,512,328 )
( 4,312,746 )
5,456,623
13,549,660
Expenses
Management fees
176,250
149,464
513,916
610,715
Professional fees
14,623
34,456
100,174
241,217
Distribution and marketing fees
94,938
212,480
294,524
672,427
Custodian fees and expenses
13,002
24,956
24,008
77,396
Business permits and licenses fees
1,762
631
15,833
20,995
General and administrative expenses
3,525
12,111
39,922
72,161
Total expenses
304,100
434,098
988,377
1,694,911
Expenses waived by the Sponsor
-
( 173,635 )
( 89,562 )
( 479,631 )
Total expenses, net
304,100
260,463
898,815
1,215,280
Net (loss) income
$ ( 2,816,428 )
$ ( 4,573,209 )
$ 4,557,808
$ 12,334,380
Net (loss) gain per share
$ ( 0.96 )
$ ( 1.80 )
$ 3.34
$ 2.50
Net (loss) income per weighted average share
$ ( 1.06 )
$ ( 1.77 )
$ 1.78
$ 3.31
Weighted average shares outstanding
2,646,471
2,590,221
2,553,850
3,724,546
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Operations
Net income
$ 4,557,808
$ 12,334,380
Capital transactions
Issuance of Shares
53,625,065
22,195,355
Redemption of Shares
( 35,911,520 )
( 76,423,890 )
Total capital transactions
17,713,545
( 54,228,535 )
Net change in net assets
22,271,353
( 41,894,155 )
Net assets, beginning of period
$ 44,972,625
$ 89,178,862
Net assets, end of period
$ 67,243,978
$ 47,284,707
Net asset value per share at beginning of period
$ 22.77
$ 19.49
Net asset value per share at end of period
$ 26.11
$ 21.99
Creation of Shares
1,950,000
1,050,000
Redemption of Shares
1,350,000
3,475,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SOYBEAN FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Cash flows from operating activities:
Net income
$ 4,557,808
$ 12,334,380
Adjustments to reconcile net income to net cash provided by operating activities:
Net change in unrealized depreciation on commodity futures contracts
5,768,700
15,794,481
Changes in operating assets and liabilities:
Due from broker
( 5,445,820 )
( 3,451,445 )
Interest receivable
( 50,340 )
2,243
Other assets
-
37
Payable for purchases of commercial paper
-
( 4,997,451 )
Due to broker
( 675,169 )
( 11,257,566 )
Management fee payable to Sponsor
23,383
( 30,230 )
Other liabilities
( 10,261 )
32,840
Net cash provided by operating activities
4,168,301
8,427,289
Cash flows from financing activities:
Proceeds from sale of Shares
53,625,065
22,195,355
Redemption of Shares
( 35,911,520 )
( 76,423,890 )
Net cash provided by (used in) financing activities
17,713,545
( 54,228,535 )
Net change in cash and cash equivalents
21,881,846
( 45,801,246 )
Cash and cash equivalents beginning of period
43,019,884
90,398,391
Cash and cash equivalents end of period
$ 64,901,730
$ 44,597,145
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Soybean Fund (referred to herein as “SOYB” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “SOYB,” to the public at per Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for soybean interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of SOYB is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the soybean market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for soybeans (“Soybean Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
SOYB Benchmark
CBOT Soybean Futures Contract
Weighting
Second to expire (excluding August & September)
35 %
Third to expire (excluding August & September)
30 %
Expiring in the November following the expiration of the third to expire contract
35 %
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the initial Form S-1 for SOYB was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, SOYB started trading on the NYSE Arca. The current registration statement for SOYB was declared effective by the SEC on April 7, 2022. This registration statement for SOYB registered an indeterminate number of shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
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Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 – Principal Contracts and Agreements
The Sponsor employs U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. E D & F Man and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. ED & F Man and StoneX are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
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The Sponsor employs Thales Capital Partners LLC (“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:
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Amount Recognized for Custody Services
$ 13,002
$ 24,956
$ 24,008
$ 77,396
Amount of Custody Services Waived
$ -
$ 14,494
$ 4,000
$ 22,311
Amount Recognized for Distribution Services
$ 4,476
$ 9,804
$ 14,860
$ 36,491
Amount of Distribution Services Waived
$ -
$ 6,268
$ 3,962
$ 20,164
Amount Recognized for Wilmington Trust
$ 550
$ 631
$ 550
$ 631
Amount of Wilmington Trust Waived
$ -
$ 631
$ -
$ 631
Amount Recognized for Thales
$ 4,543
$ 22,937
$ 22,314
$ 70,896
Amount of Thales Waived
$ -
$ 22,937
$ -
$ 28,236
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. 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 deposits with the Futures Commission Merchant. In addition, 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 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.
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Brokerage Commissions
the Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the three and nine months ended September 30, 2022.
SOYB
Three Months Ended September 30, 2022
$ 6,432
Three Months Ended September 30, 2021
$ 4,833
Nine Months Ended September 30, 2022
$ 21,638
Nine Months Ended September 30, 2021
$ 26,568
Income Taxes
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. 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 2019 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 September 30, 2022 and for the years ended December 31, 2021, 2020, and 2019. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and nine months ended September 30, 2022 and 2021.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (ET) on the day the order to create the basket is received in good order.
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. (ET) on the day the order to redeem the basket is received in good order.
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 maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor 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.
September 30,
2022
December 31,
2021
Money Market Funds
$ 28,169,659
$ 11,462,494
Demand Deposit Savings Accounts
5,103,208
10,059,937
Commercial Paper
31,628,863
21,497,453
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 64,901,730
$ 43,019,884
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Payable for Purchases of Commercial Paper
The amount recorded by the Fund for commercial paper transactions awaiting settlement, 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, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
•
Taking the current market value of its total assets and
•
Subtracting any liabilities.
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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. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
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. (ET). The value of over-the-counter soybean interests is determined based on the value of the commodity or futures contract underlying such soybean interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such soybean interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open soybean interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor has elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance, and trading activities, which the Sponsor performs itself. 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 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, 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 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 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 in the financial statements of each Fund.
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Recognized Related Party Transactions
$ 53,104
$ 122,021
$ 205,250
$ 461,318
Waived Related Party Transactions
$ -
$ 93,643
$ 32,056
$ 231,207
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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 will be no recovery sought for the amounts below in any future period:
SOYB
Three months ended September 30, 2022
$ -
Three months ended September 30, 2021
$ 173,635
Nine months ended September 30, 2022
$ 89,562
Nine months ended September 30, 2021
$ 479,631
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.
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Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the 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 September 30, 2022 and December 31, 2021, in the opinion of the Trust and the Fund, 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 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 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.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early 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 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 adopted early 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 2020-02: “Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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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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 September 30, 2022 and December 31, 2021:
September 30, 2022
Assets:
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Cash Equivalents
$ 59,798,522
$ -
$ -
$ 59,798,522
Liabilities
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Commodity Futures Contracts
Soybean futures contracts
$ 3,083,849
$ -
$ -
$ 3,083,849
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of December 31, 2021
Cash Equivalents
$ 32,959,947
$ -
$ -
$ 32,959,947
Commodity Futures Contracts
Soybean futures contracts
2,684,851
-
-
2,684,851
Total
$ 35,644,798
$ -
$ -
$ 35,644,798
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 FCMs, E D & F Man and StoneX as of September 30, 2022, and December 31, 2021.
*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 Liabilities and Derivative Liabilities as of September 30, 2022
(i)
(ii)
(iii) = (i)-(ii)
(iv)
(v)=(iii)-(iv)
Gross Amount Not Offset in the Statement of Assets and Liabilities
Description
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Assets and Liabilities
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts Available for Offset
Collateral, Due from Broker*
Net Amount
Commodity Price
Soybean futures contracts
$ 3,083,849
$ -
$ 3,083,849
$ -
$ 3,083,849
$ -
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
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The following is a summary of realized and unrealized gains and losses of the derivative instruments utilized by the Fund:
Three months ended September 30, 2022
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ 977,658
$ ( 3,855,440 )
Three months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ 3,421,173
$ ( 7,754,543 )
Nine months ended September 30, 2022
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ 10,675,505
$ ( 5,768,700 )
Nine months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Soybean futures contracts
$ 29,238,888
$ ( 15,794,481 )
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 68.6 million and $ 64.6 million respectively for the three and nine months ended September 30, 2022 and $ 54.6 million and $ 80.7 million for the three and nine months ended September 30, 2021, respectively.
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Note 6 – Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and nine months ended September 30, 2022 and 2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Per Share Operation Performance
Net asset value at beginning of period
$ 27.07
$ 23.79
$ 22.77
$ 19.49
Income from investment operations:
Investment income
0.13
0.01
0.21
0.03
Net realized and unrealized (loss) gain on commodity futures contracts
- 0.98
- 1.71
3.48
2.80
Total expenses, net
- 0.11
- 0.10
- 0.35
- 0.33
Net (decrease) increase in net asset value
( 0.96 )
( 1.80 )
3.34
2.50
Net asset value at end of period
$ 26.11
$ 21.99
$ 26.11
$ 21.99
Total Return
- 3.52 %
- 7.56 %
14.68 %
12.83 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.73 %
2.90 %
1.92 %
2.78 %
Total expenses, net
1.73 %
1.74 %
1.75 %
1.99 %
Net investment income (loss)
0.34 %
( 1.60 )%
( 0.68 )%
( 1.82 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 – Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 – Subsequent Events
Management has evaluated the financial statements for the quarter-ended September 30, 2022 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.
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TEUCRIUM SUGAR FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2022
December 31, 2021
(Unaudited)
Assets
Cash and cash equivalents
$ 24,085,192
$ 21,332,902
Interest receivable
21,528
1,444
Other assets
396
-
Equity in trading accounts:
Commodity futures contracts
-
1,079,226
Due from broker
2,739,693
535,983
Total equity in trading accounts
2,739,693
1,615,209
Total assets
26,846,809
22,949,555
Liabilities
Management fee payable to Sponsor
21,766
19,490
Other liabilities
7,425
14,895
Equity in trading accounts:
Commodity futures contracts
1,282,651
80,506
Total liabilities
1,311,842
114,891
Net assets
$ 25,534,967
$ 22,834,664
Shares outstanding
2,925,004
2,475,004
Shares authorized
*
21,450,000
Net asset value per share
$ 8.73
$ 9.23
Market value per share
$ 8.68
$ 9.20
* On April 7, 2022, the Teucrium Sugar Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $6,907,992)
$ 6,907,992
27.05 %
6,907,992
Goldman Sachs Financial Square Government Fund - Institutional Class (cost $1,857,906)
1,857,906
7.28
1,857,906
Total money market funds (cost: $8,765,989)
$ 8,765,898
34.33 %
Principal Amount
Commercial Paper
Harley-Davidson Financial Services, Inc. 3.487% (cost: $2,290,522 due 11/03/2022)
$ 2,292,726
8.98 %
2,300,000
Jabil Inc. 3.079% (cost: $2,491,740 due 10/17/2022)
2,496,611
9.78
2,500,000
Jabil Inc. 3.129% (cost: $2,492,250 due 10/21/2022)
2,495,694
9.77
2,500,000
PVH Corp. 3.535% (cost: $2,493,681 due 10/19/2022)
2,495,625
9.77
2,500,000
V.F. Corporation 3.282% (cost: $2,491,198 due 11/01/2022)
2,493,004
9.77
2,500,000
Total Commercial Paper (cost: $12,259,391)
$ 12,273,660
48.07 %
Total Cash Equivalents
$ 21,039,558
82.40 %
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States sugar futures contracts
ICE sugar futures MAY23 (471 contracts)
$ 560,518
2.20 %
$ 8,936,189
ICE sugar futures JUL23 (414 contracts)
17,706
0.07
7,669,267
ICE sugar futures MAR24 (475 contracts)
704,427
2.75
8,942,920
Total commodity futures contracts
$ 1,282,651
5.02 %
$ 25,548,376
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
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity futures contracts
$ ( 948,329 )
$ 2,536,459
$ ( 476,906 )
$ 5,802,090
Net change in unrealized (depreciation) appreciation on commodity futures contracts
( 1,014,429 )
289,834
( 2,281,371 )
846,951
Interest income
149,944
7,425
222,434
19,515
Total income (loss)
( 1,812,814 )
2,833,718
( 2,535,843 )
6,668,556
Expenses
Management fees
71,572
59,875
214,003
142,487
Professional fees
8,123
15,069
49,908
47,381
Distribution and marketing fees
41,123
52,768
133,178
115,107
Custodian fees and expenses
5,101
3,407
10,335
11,673
Business permits and licenses fees
1,088
1,449
26,099
22,646
General and administrative expenses
2,863
3,917
19,391
19,913
Other expenses
-
8
-
8
Total expenses
129,870
136,493
452,914
359,215
Expenses waived by the Sponsor
-
( 29,699 )
( 78,237 )
( 87,738 )
Total expenses, net
129,870
106,794
374,677
271,477
Net (loss) income
$ ( 1,942,684 )
$ 2,726,924
$ ( 2,910,520 )
$ 6,397,079
Net (loss) gain per share
$ ( 0.59 )
$ 1.09
$ ( 0.50 )
$ 2.85
Net (loss) income per weighted average share
$ ( 0.61 )
$ 1.04
$ ( 0.95 )
$ 2.75
Weighted average shares outstanding
3,159,243
2,618,482
3,077,751
2,329,583
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Operations
Net (loss) income
$ ( 2,910,520 )
$ 6,397,079
Capital transactions
Issuance of Shares
26,012,883
12,364,868
Redemption of Shares
( 20,402,060 )
( 5,460,028 )
Total capital transactions
5,610,823
6,904,840
Net change in net assets
2,700,303
13,301,919
Net assets, beginning of period
$ 22,834,664
$ 12,766,091
Net assets, end of period
$ 25,534,967
$ 26,068,010
Net asset value per share at beginning of period
$ 9.23
$ 6.72
Net asset value per share at end of period
$ 8.73
$ 9.57
Creation of Shares
2,675,000
1,450,000
Redemption of Shares
2,225,000
625,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM SUGAR FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Cash flows from operating activities:
Net (loss) income
$ ( 2,910,520 )
$ 6,397,079
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net change in unrealized depreciation (appreciation) on commodity futures contracts
2,281,371
( 846,951 )
Changes in operating assets and liabilities:
Due from broker
( 2,203,710 )
-
Interest receivable
( 20,084 )
( 546 )
Other assets
( 396 )
( 30 )
Due to broker
-
( 128,995 )
Management fee payable to Sponsor
2,276
11,082
Other liabilities
( 7,470 )
15,719
Net cash (used in) provided by operating activities
( 2,858,533 )
5,447,358
Cash flows from financing activities:
Proceeds from sale of Shares
26,012,883
12,364,868
Redemption of Shares
( 20,402,060 )
( 5,460,028 )
Net cash provided by financing activities
5,610,823
6,904,840
Net change in cash and cash equivalents
2,752,290
12,352,198
Cash and cash equivalents beginning of period
21,332,902
11,849,332
Cash and cash equivalents end of period
$ 24,085,192
$ 24,201,530
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Sugar Fund (referred to herein as “CANE” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “CANE,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for sugar interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of CANE is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the sugar market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for No. 11 sugar (“Sugar Futures Contracts”) that are traded on the ICE Futures US (“ICE”):
CANE Benchmark
ICE Sugar Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
Expiring in the March following the expiration of the third to expire contract
35 %
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the initial Form S-1 for CANE was declared effective by the SEC. On September 16, 2011, two Creation Baskets were issued representing 100,000 shares and $ 2,500,000 . On September 19, 2011, CANE started trading on the NYSE Arca. The current registration statement for CANE was declared effective by the SEC on April 7, 2022. This registration statement for CANE registered an indeterminate number of shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
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Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 – Principal Contracts and Agreements
The Sponsor employs U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and clear the futures contracts and provide other brokerage-related services. E D & F Man and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. ED & F Man and StoneX are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
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The Sponsor employs Thales Capital Partners LLC (“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:
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Amount Recognized for Custody Services
$ 5,101
$ 3,407
$ 10,335
$ 11,673
Amount of Custody Services Waived
$ -
$ 2,209
$ 1,068
$ 4,544
Amount Recognized for Distribution Services
$ 2,098
$ 2,359
$ 6,834
$ 5,967
Amount of Distribution Services Waived
$ -
$ 742
$ 3,331
$ 1,958
Amount Recognized for Wilmington Trust
$ 550
$ 252
$ 550
$ 252
Amount of Wilmington Trust Waived
$ -
$ 252
$ -
$ 252
Amount Recognized for Thales
$ 1,943
$ 4,991
$ 10,642
$ 11,299
Amount of Thales Waived
$ -
$ 4,991
$ 4,427
$ 5,859
Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. 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 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.
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Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the three and nine months ended September 30, 2022.
CANE
Three Months Ended September 30, 2022
$ 5,436
Three Months Ended September 30, 2021
$ 6,613
Nine Months Ended September 30, 2022
$ 31,972
Nine Months Ended September 30, 2021
$ 19,047
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 2019 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 September 30, 2022 and for the years ended December 31, 2021, 2020, and 2019. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and nine months ended September 30, 2022 and 2021.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (ET) on the day the order to create the basket is received in good order.
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. (ET) on the day the order to redeem the basket is received in good order.
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 represents two Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
September 30,
2022
December 31,
2021
Money Market Funds
$ 8,765,898
$ 4,816,883
Demand Deposit Savings Accounts
3,045,634
9,016,479
Commercial Paper
12,273,660
7,499,540
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 24,085,192
$ 21,332,902
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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, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records, and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
•
Taking the current market value of its total assets and
•
Subtracting any liabilities.
The administrator, Global Fund Services, calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of the NYSE or 4:00 p.m. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
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. (ET). The value of over-the-counter sugar interests is determined based on the value of the commodity or futures contract underlying such sugar interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such sugar interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open sugar interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
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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 has elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance, and trading activities, which the Sponsor performs itself. 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, 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 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 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 in the financial statements of each Fund.
Three months ended September 30,
2022
Three months ended September 30,
2021
Nine months ended September 30,
2022
Nine months ended September 30,
2021
Recognized Related Party Transactions
$ 24,638
$ 30,226
$ 96,060
$ 77,995
Waived Related Party Transactions
$ -
$ 10,632
$ 25,739
$ 29,830
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 will be no recovery sought for the amounts below in any future period:
CANE
Three months ended September 30, 2022
$ -
Three months ended September 30, 2021
$ 29,699
Nine months ended September 30, 2022
$ 78,237
Nine months ended September 30, 2021
$ 87,738
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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.
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On September 30, 2022 and December 31, 2021, in the opinion of the Trust and the Fund, the reported value of the Sugar Futures Contracts traded on the ICE fairly reflected the value of the Sugar Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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 adopted early 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.
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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 2020-02: “Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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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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 September 30, 2022 and December 31, 2021:
September 30, 2022
Assets:
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Cash Equivalents
$ 21,039,558
$ -
$ -
$ 21,039,558
Liabilities
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Commodity Futures Contracts
Sugar futures contracts
$ 1,282,651
$ -
$ -
$ 1,282,651
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2021
Cash Equivalents
$ 12,316,423
$ -
$ -
$ 12,316,423
Commodity Futures Contracts
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
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 three and nine months ended September 30, 2022 and year ended December 31, 2021, 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.
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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 FCMs, E D & F Man and StoneX as of September 30, 2022, and December 31, 2021.
*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 Liabilities and Derivative Liabilities as of September 30, 2022
(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
$ 1,282,651
$ -
$ 1,282,651
$ -
$ 1,282,651
$ -
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
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
$ -
$ -
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
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Three months ended September 30, 2022
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 948,329 )
$ ( 1,014,429 )
Three months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ 2,536,459
$ 289,834
Nine months ended September 30, 2022
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ ( 476,906 )
$ ( 2,281,371 )
Nine months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Sugar futures contracts
$ 5,802,090
$ 846,951
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held were $ 27.2 million and $ 25.6 million respectively for the three and nine months ended September 30, 2022 and $ 24.4 million and $ 18.9 million for the three and nine months ended September 30, 2021, respectively.
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Note 6 – Financial Highlights
The following table presents per unit performance data and other supplemental financial data for the three and nine months ended September 30, 2022 and 2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Per Share Operation Performance
Net asset value at beginning of period
$ 9.32
$ 8.48
$ 9.23
$ 6.72
Income (loss) from investment operations:
Investment income
0.05
-
0.07
0.01
Net realized and unrealized (loss) gain on commodity futures contracts
( 0.60 )
1.13
( 0.45 )
2.96
Total expenses, net
( 0.04 )
( 0.04 )
( 0.12 )
( 0.12 )
Net (decrease) increase in net asset value
( 0.59 )
1.09
( 0.50 )
2.85
Net asset value at end of period
$ 8.73
$ 9.57
$ 8.73
$ 9.57
Total Return
( 6.34 )%
12.80 %
( 5.38 )%
42.38 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.81 %
2.28 %
2.12 %
2.52 %
Total expenses, net
1.81 %
1.78 %
1.75 %
1.91 %
Net investment income (loss)
0.28 %
( 1.66 )%
( 0.71 )%
( 1.77 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 – Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 – Subsequent Events
Management has evaluated the financial statements for the quarter-ended September 30, 2022 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.
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TEUCRIUM WHEAT FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2022
December 31, 2021
(Unaudited)
Assets
Cash and cash equivalents
$ 342,244,784
$ 72,841,616
Interest receivable
209,304
4,993
Other assets
1,550
970
Equity in trading accounts:
Commodity futures contracts
18,217,550
3,714,672
Due from broker
36,616,154
-
Total equity in trading accounts
54,833,704
3,714,672
Total assets
397,289,342
76,562,251
Liabilities
Management fee payable to Sponsor
301,191
67,745
Other liabilities
50,621
4,242
Equity in trading accounts:
Commodity futures contracts
18,948,559
654,969
Due to broker
-
213,708
Total equity in trading accounts
18,948,559
868,677
Total liabilities
19,300,371
940,664
Net assets
$ 377,988,971
$ 75,621,587
Shares outstanding
41,250,004
10,250,004
Shares authorized
*
33,600,000
Net asset value per share
$ 9.16
$ 7.38
Market value per share
$ 9.15
$ 7.39
* On March 9, 2022, the Teucrium Wheat Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $90,511,696)
$ 90,511,696
23.95 %
90,511,696
Goldman Sachs Financial Square Government Fund - Institutional Class (cost: $99,844,266)
99,844,266
26.41
99,844,266
Total money market funds (cost: $191,355,962)
$ 190,355,962
50.36 %
Principal Amount
Commercial Paper
American Electric Power Company, Inc. 3.465% (cost: $4,983,327 due 11/03/2022)
$ 4,984,280
1.32 %
5,000,000
AT&T Inc. 3.277% (cost: $7,453,425 due 11/28/2022)
7,460,850
1.97
7,500,000
Brookfield Infrastructure Holdings (Canada) Inc. 3.540% (cost: $7,460,625 due 11/15/2022)
7,467,188
1.98
7,500,000
Crown Castle Inc. 3.234% (cost: $2,487,556 due 11/10/2022)
2,491,111
0.67
2,500,000
Crown Castle Inc. 3.806% (cost: $2,018,551 due 11/23/2022)
2,018,763
0.53
2,030,000
E. I. du Pont de Nemours and Company 3.336% (cost: $12,435,835 due 11/21/2022)
12,441,564
3.30
12,500,000
Entergy Corporation 3.030% (cost: $2,487,500 due 11/14/2022)
2,490,833
0.66
2,500,000
Entergy Corporation 3.163% (cost: $9,922,713 due 11/28/2022)
9,949,633
2.63
10,000,000
Fortune Brands Home & Security, Inc. 3.040% (cost: $2,488,922 due 10/21/2022)
2,495,819
0.66
2,500,000
Fortune Brands Home & Security, Inc. 3.754% (cost: $2,984,851 due 11/18/2022)
2,985,160
0.79
3,000,000
General Motors Financial Company, Inc. 2.929% (cost: $4,971,806 due 10/14/2022)
4,994,764
1.32
5,000,000
General Motors Financial Company, Inc. 2.878% (cost: $2,487,531 due 10/17/2022)
2,496,833
0.66
2,500,000
General Motors Financial Company, Inc. 3.042% (cost: $4,971,154 due 11/08/2022)
4,984,114
1.32
5,000,000
Glencore Funding LLC 2.856% (cost: $4,978,775 due 10/03/2022)
4,999,214
1.32
5,000,000
Glencore Funding LLC 2.898% (cost: $2,487,444 due 10/18/2022)
2,496,612
0.66
2,500,000
Harley-Davidson Financial Services, Inc. 2.824% (cost: $2,491,833 due 10/18/2022)
2,496,694
0.66
2,500,000
Harley-Davidson Financial Services, Inc. 3.487% (cost: $2,489,698 due 11/03/2022)
2,492,094
0.66
2,500,000
Humana Inc. 2.518% (cost: $4,989,236 due 10/03/2022)
4,999,306
1.32
5,000,000
ITT Inc. 2.795% (cost: $9,956,911 due 10/11/2022)
9,992,306
2.64
10,000,000
ITT Inc. 2.683% (cost: $2,491,133 due 10/24/2022)
2,495,751
0.66
2,500,000
Jabil Inc. 3.079% (cost: $4,983,479 due 10/17/2022)
4,993,222
1.32
5,000,000
Jabil Inc. 3.129% (cost: $7,476,750 due 10/21/2022)
7,487,083
1.98
7,500,000
ONEOK, Inc. 3.158% (cost: $4,987,828 due 10/14/2022)
4,994,349
1.32
5,000,000
ONEOK, Inc. 3.159% (cost: $4,987,393 due 10/14/2022)
4,994,349
1.32
5,000,000
PVH Corp. 3.535% (cost: $2,493,681 due 10/19/2022)
2,495,625
0.66
2,500,000
PVH Corp. 3.434% (cost: $4,986,306 due 10/21/2022)
4,990,556
1.32
5,000,000
V.F. Corporation 2.539% (cost: $4,986,350 due 10/11/2022)
4,996,500
1.32
5,000,000
Viatris Inc. 3.473% (cost: $7,487,100 due 10/14/2022)
7,490,683
1.98
7,500,000
Total Commercial Paper (cost: $139,427,713)
$ 139,675,256
36.95 %
Total Cash Equivalents
$ 330,031,218
87.31 %
Notional Amount
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures MAR23 (2,854 contracts)
$ 12,115,954
3.21 %
$ 132,996,400
CBOT wheat futures MAY23 (2,430 contracts)
6,101,596
1.61
113,815,125
Total commodity futures contracts
$ 18,217,550
4.82 %
$ 246,811,525
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Commodity futures contracts
United States wheat futures contracts
CBOT wheat futures DEC23 (2,899 contracts)
$ 18,948,559
5.01 %
$ 131,179,750
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
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(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
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Income
Realized and unrealized gain (loss) on trading of commodity futures contracts:
Realized (loss) gain on commodity futures contracts
$ ( 92,957,415 )
$ 3,422,476
$ ( 53,537,910 )
$ 13,502,592
Net change in unrealized appreciation/(depreciation) on commodity futures contracts
93,269,812
605,294
( 3,790,712 )
( 1,199,756 )
Interest income
1,807,040
29,826
2,931,373
99,342
Total income (loss)
2,119,437
4,057,596
( 54,397,249 )
12,402,178
Expenses
Management fees
892,696
197,683
2,764,259
609,012
Professional fees
116,706
46,025
486,917
176,099
Distribution and marketing fees
675,323
191,833
1,562,788
490,513
Custodian fees and expenses
83,198
19,798
156,575
54,420
Business permits and licenses fees
6,024
1,977
32,738
23,578
General and administrative expenses
26,299
13,088
89,344
50,730
Total expenses
1,800,246
470,404
5,092,621
1,404,352
Expenses waived by the Sponsor
-
( 104,989 )
( 425,164 )
( 229,640 )
Total expenses, net
1,800,246
365,415
4,667,457
1,174,712
Net income (loss)
$ 319,191
$ 3,692,181
$ ( 59,064,706 )
$ 11,227,466
Net gain per share
$ 0.13
$ 0.32
$ 1.78
$ 0.91
Net income (loss) per weighted average share
$ 0.01
$ 0.32
$ ( 1.55 )
$ 0.91
Weighted average shares outstanding
41,945,384
11,380,982
38,111,726
12,387,275
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Operations
Net (loss) income
$ ( 59,064,706 )
$ 11,227,466
Capital transactions
Issuance of Shares
885,427,575
22,187,673
Redemption of Shares
( 523,995,485 )
( 29,995,638 )
Total capital transactions
361,432,090
( 7,807,965 )
Net change in net assets
302,367,384
3,419,501
Net assets, beginning of period
$ 75,621,587
$ 69,876,578
Net assets, end of period
$ 377,988,971
$ 73,296,079
Net asset value per share at beginning of period
$ 7.38
$ 6.16
Net asset value per share at end of period
$ 9.16
$ 7.06
Creation of Shares
84,050,000
3,500,000
Redemption of Shares
53,050,000
4,475,000
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM WHEAT FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Cash flows from operating activities:
Net (loss) income
$ ( 59,064,706 )
$ 11,227,466
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net change in unrealized depreciation on commodity futures contracts
3,790,712
1,199,756
Changes in operating assets and liabilities:
Due from broker
( 36,616,154 )
( 919,985 )
Interest receivable
( 204,311 )
( 1,789 )
Other assets
( 580 )
-
Due to broker
( 213,708 )
( 2,571,103 )
Payable for purchases of commercial paper
-
2,498,755
Management fee payable to Sponsor
233,446
( 677 )
Other liabilities
46,379
31,842
Net cash (used in) provided by operating activities
( 92,028,922 )
11,464,265
Cash flows from financing activities:
Proceeds from sale of Shares
885,427,575
22,495,503
Redemption of Shares
( 523,995,485 )
( 32,458,278 )
Net cash provided by (used in) financing activities
361,432,090
( 9,962,775 )
Net change in cash and cash equivalents
269,403,168
1,501,490
Cash and cash equivalents, beginning of period
72,841,616
68,946,725
Cash and cash equivalents, end of period
$ 342,244,784
$ 70,448,215
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Wheat Fund (referred to herein as “WEAT” or the “Fund”) is a commodity pool that is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust formed on September 11, 2009. The Fund issues common units, called the “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund continuously offers Creation Baskets consisting of 25,000 Shares at their Net Asset Value (“NAV”) to “Authorized Purchasers” through Foreside Fund Services, LLC, which is the distributor for the Fund (the “Distributor”). Authorized Purchasers sell such Shares, which are listed on the New York Stock Exchange (“NYSE”) Arca under the symbol “WEAT,” to the public at per-Share offering prices that reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for wheat interests. The Fund’s Shares trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.
The investment objective of WEAT is to have the daily changes in the NAV of the Fund’s Shares reflect the daily changes in the wheat market for future delivery as measured by the Benchmark. The Benchmark is a weighted average of the closing settlement prices for three futures contracts for wheat (“Wheat Futures Contracts”) that are traded on the Chicago Board of Trade (“CBOT”):
WEAT Benchmark
CBOT Wheat Futures Contract
Weighting
Second to expire
35 %
Third to expire
30 %
December following the third to expire
35 %
The Fund commenced investment operations on September 19, 2011 and has a fiscal year ending December 31. The Fund’s sponsor is Teucrium Trading, LLC (the “Sponsor”). The Sponsor is responsible for the management of the Fund. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On June 13, 2011, the Fund’s initial registration of 10,000,000 shares on Form S1 was declared effective by the SEC. On September 19, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “WEAT.” On the business day prior to that, the Fund issued 100,000 shares in exchange for $ 2,500,000 at the Fund’s initial NAV of $ 25 per share. The Fund also commenced investment operations on September 19, 2011 by purchasing commodity futures contracts traded on the CBOT. On December 31, 2010, the Fund had four shares outstanding, which were owned by the Sponsor. The current registration statement for WEAT was declared effective on March 9, 2022. This registration statement for WEAT registered an indeterminate number of shares.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 – Principal Contracts and Agreements
The Sponsor employs U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 $64,500 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and clear futures contracts and provide other brokerage-related services. E D & F Man and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. ED & F Man and StoneX are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (“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:
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Amount Recognized for Custody Services
$ 83,198
$ 19,798
$ 156,575
$ 54,420
Amount of Custody Services Waived
$ -
$ 5,960
$ 14,164
$ 5,960
Amount Recognized for Distribution Services
$ 30,177
$ 8,584
$ 72,723
$ 26,000
Amount of Distribution Services Waived
$ -
$ 8,584
$ 14,931
$ 16,804
Amount Recognized for Wilmington Trust
$ 550
$ 789
$ 550
$ 789
Amount of Wilmington Trust Waived
$ -
$ -
$ -
$ -
Amount Recognized for Thales
$ 31,037
$ 19,008
$ 97,518
$ 49,674
Amount of Thales Waived
$ -
$ 19,008
$ 66,481
$ 22,741
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Note 3 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s Accounting Standards Codification.
Revenue Recognition
Commodity futures contracts are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity futures contracts are reflected in the statements of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. 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 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
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions paid inclusive of unrealized loss for the three and nine months ended September 30, 2022.
WEAT
Three Months Ended September 30, 2022
$ 75,136
Three Months Ended September 30, 2021
$ 17,330
Nine Months Ended September 30, 2022
$ 354,679
Nine Months Ended September 30, 2021
$ 39,852
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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 2019 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 September 30, 2022 and for the years ended December 31, 2021, 2020 and 2019. However, the Fund’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the three and nine months ended September 30, 2022 and 2021.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
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Creations and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of 25,000 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m.(ET) 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. (ET) 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 maturity dates of 90 days or less when acquired. The Trust reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. Each Fund that is a series of the Trust has the balance of its cash equivalents on deposit with financial institutions. The Fund holds a balance in money market funds that is included in cash and cash equivalents on the statements of assets and liabilities. The Sponsor invests a portion of the available cash for the Funds in alternative demand deposit savings accounts, which is classified as cash and not as cash equivalents. Assets deposited with the bank may, at times, exceed federally insured limits. The Sponsor invests a portion of the available cash for the Funds in investment grade commercial paper with durations of 90 days or less, which is classified as a cash equivalent and is not FDIC insured. The Sponsor may invest a portion of the cash held by the broker in short term Treasury Bills as collateral for open futures contracts, which is classified as a cash equivalent and is not FDIC insured.
September 30, 2022
December 31, 2021
Money Market Funds
$ 190,355,962
$ 5,284,993
Demand Deposit Savings Accounts
12,213,566
30,064,031
Commercial Paper
139,675,256
37,492,592
Total cash and cash equivalents as presented on the Statement of Assets and Liabilities
$ 342,244,784
$ 72,841,616
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Payable for Purchases of Commercial Paper
The amount recorded by the Fund for commercial paper transactions awaiting settlement, 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, payables for commodities futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
•
Taking the current market value of its total assets and
•
Subtracting any liabilities.
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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. (ET). The NAV for a particular trading day is released after 4:15 p.m. (ET).
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. (ET). The value of over-the-counter wheat interests is determined based on the value of the commodity or futures contract underlying such wheat interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such wheat interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Short term Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes. NAV includes any unrealized profit or loss on open wheat interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee, Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance, and trading activities, which the Sponsor performs itself. 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, 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 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 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 in the financial statements of each Fund.
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Recognized Related Party Transactions
$ 358,130
$ 110,381
$ 1,011,184
$ 336,850
Waived Related Party Transactions
$ -
$ 15,941
$ 224,587
$ 79,800
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 will be no recovery sought for the amounts below in any future period:
WEAT
Three months ended September 30, 2022
$ -
Three months ended September 30, 2021
$ 104,989
Nine months ended September 30, 2022
$ 425,164
Nine months ended September 30, 2021
$ 229,640
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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.
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Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the 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 September 30, 2022 and December 31, 2021, in the opinion of the Trust and the Fund, the reported value of the Wheat Futures Contracts traded on the CBOT fairly reflected the value of the Wheat Futures Contracts held by the Fund, and no adjustments were necessary. The determination is made as of the settlement of the futures contracts on the last day of trading for the reporting period. In making the determination of a Level 1 or Level 2 transfer, the Fund considers the average volume of the specific underlying futures contracts traded on the relevant exchange for the periods being reported.
The Fund records its derivative activities at fair value. Gains and losses from derivative contracts are included in the statements of operations. Derivative contracts include futures contracts related to commodity prices. Futures, which are listed on a national securities exchange, such as the CBOT and the ICE, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Expenses
Expenses are recorded using the accrual method of accounting.
Net Income (Loss) per Share
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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 adopted early 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.
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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 2020-02: “Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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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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 September 30, 2022 and December 31, 2021:
September 30, 2022
Assets:
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Cash Equivalents
$ 330,031,218
$ -
$ -
$ 330,031,218
Commodity Futures Contracts
Wheat futures contracts
18,217,550
-
-
18,217,550
Total
$ 348,248,768
$ -
$ -
$ 348,248,768
Liabilities
Level 1
Level 2
Level 3
Balance as of September 30, 2022
Commodity Futures Contracts
Wheat futures contracts
$ 18,948,559
$ -
$ -
$ 18,948,559
December 31, 2021
Assets:
Level 1
Level 2
Level 3
Balance as of
December 31, 2021
Cash Equivalents
$ 42,777,585
$ -
$ -
$ 42,777,585
Commodity Futures Contracts
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
$ 654,955
$ -
$ -
$ 654,955
For the three and nine months ended September 30, 2022 and year ended December 31, 2021, 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 three and nine months ended September 30, 2022 and for the year ended December 31, 2021, 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.
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The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”). Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, and held by the FCMs, E D & F Man and StoneX as of September 30, 2022 and December 31, 2021.
*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 September 30, 2022
(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
$ 18,217,550
$ -
$ 18,217,550
$ 18,217,550
$ -
$ -
Offsetting of Financial Liabilities and Derivative Liabilities as of September 30, 2022
(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
$ 18,948,559
$ -
$ 18,948,559
$ 18,217,550
$ 731,009
$ -
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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
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
$ -
$ -
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:
Three months ended September 30, 2022
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 92,957,415 )
$ 93,269,812
Three months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Appreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ 3,422,476
$ 605,294
Nine months ended September 30, 2022
Realized Loss on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ ( 53,537,910 )
$ ( 3,790,712 )
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Nine months ended September 30, 2021
Realized Gain on Commodity Futures Contracts
Net Change in Unrealized Depreciation on Commodity Futures Contracts
Commodity Price
Wheat futures contracts
$ 13,502,592
$ ( 1,199,756 )
Volume of Derivative Activities
The average notional market value categorized by primary underlying risk for all futures contracts held was $ 356.1 million and $ 318.9 million respectively, for the three and nine months ended September 30, 2022 and $ 76.0 million and $ 80.3 million for the three and nine months ended September 30, 2021.
Note 6 – Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three and nine months ended September 30, 2022 and 2021. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Per Share Operation Performance
Net asset value at beginning of period
$ 9.03
$ 6.75
$ 7.38
$ 6.16
Income (loss) from investment operations:
Investment income
0.04
-
0.07
0.01
Net realized and unrealized gain on commodity futures contracts
0.13
0.35
1.83
1.00
Total expenses, net
( 0.04 )
( 0.03 )
( 0.12 )
( 0.10 )
Net increase in net asset value
0.13
0.32
1.78
0.91
Net asset value at end of period
$ 9.16
$ 7.06
$ 9.16
$ 7.06
Total Return
1.44 %
4.72 %
24.20 %
14.75 %
Ratios to Average Net Assets (Annualized)
Total expenses
2.02 %
2.38 %
1.84 %
2.31 %
Total expenses, net
2.02 %
1.85 %
1.69 %
1.93 %
Net investment income (loss)
0.01 %
( 1.70 )%
( 0.63 )%
( 1.77 )%
The financial highlights per share data are calculated consistent with the methodology used to calculate asset-based fees and expenses.
Note 7 – Organizational and Offering Costs
Expenses incurred in organizing of the Trust and the initial offering of the Shares of the Fund, including applicable SEC registration fees, were borne directly by the Sponsor. The Fund will not be obligated to reimburse the Sponsor.
Note 8 – Subsequent Events
Management has evaluated the financial statements for the quarter-ended September 30, 2022 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
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2022
December 31, 2021
(Unaudited)
Assets
Cash equivalents
$ 6,417
$ 4,801
Interest receivable
20
3
Other assets
622
30
Equity in trading accounts:
Investments in securities, at fair value (cost $ 46,624,323 and $ 12,799,498 as of September 30, 2022 and December 31, 2021, respectively)
46,216,269
14,178,019
Total assets
46,223,328
14,182,853
Liabilities
Other liabilities
3,611
3,198
Net assets
$ 46,219,717
$ 14,179,655
Shares outstanding
1,487,502
525,002
Shares authorized
*
4,075,000
Net asset value per share
$ 31.07
$ 27.01
Market value per share
$ 31.09
$ 26.94
* On April 7, 2022, the Teucrium Agricultural Fund registered an indeterminate number of shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
SCHEDULE OF INVESTMENTS
September 30, 2022
(Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Exchange-traded funds
Teucrium Corn Fund
$ 11,605,566
25.11 %
429,192
Teucrium Soybean Fund
11,158,920
24.14
427,314
Teucrium Sugar Fund
11,589,798
25.08
1,327,598
Teucrium Wheat Fund
11,861,985
25.66
1,294,496
Total exchange-traded funds (cost $46,624,323)
$ 46,216,269
99.99 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X (cost $6,417)
$ 6,417
0.01 %
6,417
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
STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
Three months ended
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
September 30, 2022
September 30, 2021
Income
Realized and unrealized gain (loss) on trading of securities:
Realized (loss) gain on securities
$ ( 172,369 )
$ 76,653
$ 489,743
$ 16,223
Net change in unrealized appreciation on securities
179,600
69,472
( 1,786,575 )
1,210,246
Interest income
302
-
352
5
Total income (loss)
7,533
146,125
( 1,296,480 )
1,226,474
Expenses
Professional fees
14,817
6,870
44,710
15,573
Distribution and marketing fees
51,970
19,254
134,119
39,339
Custodian fees and expenses
7,455
2,533
12,324
4,258
Business permits and licenses fees
1,000
3,309
11,721
12,228
General and administrative expenses
2,026
1,181
9,987
3,241
Other expenses
21
9
26
9
Total expenses
77,289
33,156
212,887
74,648
Expenses waived by the Sponsor
( 62,059 )
( 28,946 )
( 176,222 )
( 64,541 )
Total expenses, net
15,230
4,210
36,665
10,107
Net (loss) income
$ ( 7,697 )
$ 141,915
$ ( 1,333,145 )
$ 1,216,367
Net (loss) gain per share
$ ( 0.02 )
$ 0.22
$ 4.06
$ 5.16
Net (loss) income per weighted average share
$ ( 0.01 )
$ 0.40
$ ( 1.19 )
$ 4.22
Weighted average shares outstanding
1,537,230
356,931
1,120,973
288,326
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Operations
Net (loss) income
$ ( 1,333,145 )
$ 1,216,367
Capital transactions
Issuance of Shares
45,566,391
8,007,179
Redemption of Shares
( 12,193,184 )
( 2,267,271 )
Total capital transactions
33,373,207
5,739,908
Net change in net assets
32,040,062
6,956,275
Net assets, beginning of period
$ 14,179,655
$ 1,584,388
Net assets, end of period
$ 46,219,717
$ 8,540,663
Net asset value per share at beginning of period
$ 27.01
$ 21.12
Net asset value per share at end of period
$ 31.07
$ 26.28
Creation of Shares
1,362,500
337,500
Redemption of Shares
400,000
87,500
The accompanying notes are an integral part of these financial statements.
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TEUCRIUM AGRICULTURAL FUND
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
Nine months ended
September 30, 2022
September 30, 2021
Cash flows from operating activities:
Net (loss) income
$ ( 1,333,145 )
$ 1,216,367
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Net change in unrealized depreciation (appreciation) on securities
1,786,575
( 1,210,246 )
Changes in operating assets and liabilities:
Net (purchase) sale of investments in securities
( 33,824,825 )
( 5,748,597 )
Interest receivable
( 17 )
-
Other assets
( 592 )
1
Other liabilities
413
4,535
Net cash used in operating activities
( 33,371,591 )
( 5,737,940 )
Cash flows from financing activities:
Proceeds from sale of Shares
45,566,391
8,007,179
Redemption of Shares
( 12,193,184 )
( 2,267,271 )
Net cash provided by financing activities
33,373,207
5,739,908
Net change in cash equivalents
1,616
1,968
Cash equivalents, beginning of period
4,801
2,786
Cash equivalents, end of period
$ 6,417
$ 4,754
The accompanying notes are an integral part of these financial statements.
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NOTES TO FINANCIAL STATEMENTS
September 30, 2022
(Unaudited)
Note 1 – Organization and Operation
Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on September 11, 2009. The Fund operates pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011 and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). The Sponsor is a limited liability company formed in Delaware on July 28, 2009. The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On April 22, 2011, a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012, the Fund’s initial registration of 5,000,000 shares on Form S-1 was declared effective by the SEC. On March 28, 2012, the Fund listed its shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 shares in exchange for $ 15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012 by purchasing shares of the Underlying Funds. On December 31, 2011, the Fund had two shares outstanding, which were owned by the Sponsor. The current registration statement for TAGS was declared effective on April 7, 2022. This registration statement for TAGS registered an indeterminate number of shares.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
TAGS Benchmark
Underlying Fund
Weighting
CORN
25 %
SOYB
25 %
CANE
25 %
WEAT
25 %
The Fund seeks to provide daily investment results that reflect the combined daily performance of the Underlying Funds. Under normal market conditions, the Fund seeks to achieve its investment objective generally by investing equally in shares of each Underlying Fund and, to a lesser extent, cash equivalents. The Fund’s investments in shares of the Underlying Funds is rebalanced, generally on a daily basis, in order to maintain approximately a 25% allocation of the Fund’s assets to each Underlying Fund. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark is: (1) the second to expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), weighted 35%, (2) the third to expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) the second to expire CBOT wheat Futures Contract, weighted 35%, (2) the third to expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT wheat Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second to expire CBOT soybean Futures Contract, weighted 35%, (2) the third to expire CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the November following the expiration month of the third to expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in August and September will not be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) the second to expire Sugar No. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) the third to expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third to expire contract, weighted 35%.
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While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in short term Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests and in cash and/or cash equivalents. The Fund and Underlying Funds will seek to earn interest income from the short-term Treasury Securities and/or cash equivalents that it purchases, and, on the cash, it holds through the Fund’s custodian.
The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and, therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent Form S-1 filing, as applicable. The operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor (“Sponsor”), may terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However, no level of losses will require the Sponsor to terminate a Fund.
Note 2 – Principal Contracts and Agreements
The Sponsor employs U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), for Transfer Agency, Fund Accounting and Fund Administration services. The principal address for Global Fund Services is 615 E. Michigan Street, Milwaukee, WI 53202.
For custody services, the Funds will pay to U.S. Bank N.A. 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% 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 as 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 each Fund’s average daily net assets and an aggregate annual fee of $100,000 for all 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 as 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 Sponsor.
E D & F Man Capital Markets, Inc. (“E D & F Man”) and StoneX Financial Inc. (“StoneX”) serve as the Underlying Funds’ clearing brokers to execute and clear the Underlying Funds’ futures and provide other brokerage-related services. E D & F Man and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. ED & F Man and StoneX are each clearing members 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 $11.00 per round turn . StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included below.
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
The Sponsor employs Thales Capital Partners LLC (“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:
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Amount Recognized for Custody Services
$ 7,455
$ 2,533
$ 12,324
$ 4,258
Amount of Custody Services Waived
$ 7,455
$ 2,299
$ 12,324
$ 4,024
Amount Recognized for Distribution Services
$ 2,739
$ 1,016
$ 6,499
$ 2,043
Amount of Distribution Services Waived
$ 2,739
$ 1,016
$ 6,499
$ 1,885
Amount Recognized for Wilmington Trust
$ 550
$ 108
$ 550
$ 108
Amount of Wilmington Trust Waived
$ -
$ 108
$ -
$ 108
Amount Recognized for Thales
$ 2,745
$ 2,196
$ 9,000
$ 3,954
Amount of Thales Waived
$ 2,605
$ 2,196
$ 5,295
$ 3,954
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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
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of operations as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis.
Income Taxes
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
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 2019 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. This policy has been applied to all existing tax positions upon the Fund’s initial adoption. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2022 and for the years ended December 31, 2021, 2020 and 2019. 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 three and nine months ended September 30, 2022 and 2021.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Creations and Redemptions
Effective August 28, 2018, the Sponsor filed a prospectus supplement updating the Creation and Redemption Basket size to 12,500 shares. Prior to this prospectus supplement, the basket size for Creations and Redemptions was 25,000 shares.
Authorized Purchasers may purchase Creation Baskets consisting of 12,500 shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the shares in the Creation Basket determined as of 4:00 p.m. (ET) on the day the order to create the basket is received in good order.
Authorized Purchasers may redeem shares from the Fund only in blocks of 12,500 shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. (ET) on the day the order to redeem the basket is received in good order.
The Fund will receive the proceeds from shares sold or will pay for redeemed shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.
As outlined in the most recent Form S-1 filing, 50,000 shares represent four Redemption Baskets for the Fund and a minimum level of shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Allocation of Shareholder Income and Losses
Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.
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Cash Equivalents
Cash equivalents are highly liquid investments with maturity dates of 90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short term maturities. The Fund has these balances of its assets on deposit with banks. Assets deposited with a financial institution may, at times, exceed federally insured limits. TAGS had a balance of $6,417 and $4,801 in money market funds at September 30, 2022 and December 31, 2021, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Fund monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
•
Taking the current market value of its total assets and
•
Subtracting any liabilities.
The administrator, Global Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. (ET). The NAV for a particular trading day will be released after 4:15 p.m. (ET).
For purposes of determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Funds and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. (ET), in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value may be determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by the Underlying Fund closes at its price fluctuation limit for the day. Short term Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognized third-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid or not received by the Fund.
Sponsor Fee Allocation of Expenses and Related Party Transactions
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor elected not to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance, and trading activities. The Sponsor does not receive a management fee from the Fund. The Sponsor receives a management fee from each Underlying Fund at the annual rate of 1.00% of such Underlying Fund’s average daily net assets, payable monthly. The Sponsor can elect to waive the payment of this fee for any Underlying Fund in any amount at its sole discretion, at any time and from time to time, in order to reduce the Fund’s expenses or for any other purpose.
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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, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including but not limited to relative assets under management and creation order activity.
These aggregate common expenses include, but are not limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Distributor, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statement of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
Three months ended September 30, 2022
Three months ended September 30, 2021
Nine months ended September 30, 2022
Nine months ended September 30, 2021
Recognized Related Party Transactions
$ 32,419
$ 13,353
$ 90,610
$ 28,460
Waived Related Party Transactions
$ 19,090
$ 13,353
$ 66,068
$ 24,406
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 will be no recovery sought for the amounts below in any future period:
TAGS
Three months ended September 30, 2022
$ 62,059
Three months ended September 30, 2021
$ 28,946
Nine months ended September 30, 2022
$ 176,222
Nine months ended September 30, 2021
$ 64,541
Expenses
Expenses are recorded using the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
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New Accounting Pronouncements
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, related to fair value measurement (Topic 820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security are not considered part of the unit of account of the equity security and, therefore, are not considered in measuring fair value, however they do require disclosures. The amendment was early adopted for the quarter ended June 30, 2022; the early adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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 adopted early 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 2020-02: “Financial Instruments Credit Losses (Topic 326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842). The amendment updates and adds language to ASU 2016-02. The amendments were adopted for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU 2020-01: Investments Equity Securities (Topic 321), Investments Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments clarify the treatment of transactions that require a company to apply or discontinue the equity method of accounting. The amendments were adopted early for the quarter ended March 31, 2020; the adoption did not have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued 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
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.