What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-25 compared with 2021-02-26 · 48 added, 81 removed, 492 unchanged (21% of the section changed)

4 unchanged sentences

Report of Independent Registered Public Accounting Firm.

( PCAOB ID 349 )

Statements of Financial Condition at December 31, 2021 and 2020.

12 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of financial condition of United States Gasoline Fund, LP (the “Fund”) as of December 31, 2020 and 2019, including the schedule of investments as of December 31, 2020 and 2019, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

We have audited the accompanying statements of financial condition of United States Gasoline Fund, LP (the “Fund”), including the schedule of investments, as of December 31, 2021 and 2020, and the related statements of operations, changes in partners’ capital and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

We also have audited the Fund’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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Liabilities and Partners’ Capital

Payable due to Broker

Payable for shares redeemed

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United States Contracts

NYMEX RBOB Gasoline Future RB February 2021 contracts, expiring January 2021 *

NYMEX RBOB Gasoline Futures RB February 2022 contracts, expiring January 2022*

Shares/Principal

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United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01 % #

Government Money Market Fund - Institutional Share Class, 0.02 % #

Goldman Sachs Financial Square Government Fund - Institutional Shares, 0.03 % #

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 0.03 % #

Government Money Market Fund - Institutional Shares, 0.03 %#

Total United States Money Market Funds

4 unchanged sentences

Schedule of Investments

December 31, 2019

Unrealized Gain

(Loss) on Open

Open Futures Contracts - Long

At December 31, 2020

Value/Unrealized

Gain (Loss) on

% of Partners’

Notional Amount

Open Commodity Futures Contracts - Long

United States Contracts

NYMEX RBOB Gasoline Futures RB February 2020 contracts, expiring January 2020*

NYMEX RBOB Gasoline Future RB February 2021 contracts, expiring January 2021 *

Shares/Principal

% of Partners’

Cash Equivalents

United States Treasury Obligations

Treasury Bills:

2.03 % , 1/09/2020

2.01 % , 1/16/2020

2.04 % , 1/23/2020

2.02 % , 1/30/2020

1.90 % , 2/06/2020

1.87 % , 2/13/2020

1.85 % , 2/20/2020

1.85 % , 2/27/2020

1.83 % , 3/05/2020

1.84 % , 3/19/2020

1.88 % , 3/26/2020

1.70 % , 4/02/2020

1.64 % , 4/09/2020

1.60 % , 4/16/2020

1.60 % , 4/23/2020

1.59 % , 4/30/2020

1.54 % , 5/07/2020

1.55 % , 5/14/2020

1.55 % , 5/21/2020

1.58 % , 5/28/2020

1.53 % , 6/04/2020

1.53 % , 6/11/2020

1.54 % , 6/18/2020

Total Treasury Obligations

United States Money Market Funds

Fidelity Investments Money Market Funds - Government Portfolio, 0.01 % #

Goldman Sachs Financial Square Funds - Government Fund - Class FS

Total Money Market Funds

Total Cash Equivalents

* Collateral amounted to $ 2,996,063 on open futures contracts.

Government Money Market Fund - Institutional Share Class, 0.02 % #

Total United States Money Market Funds

# Reflects the 7 -day yield at December 31, 2020.

* Collateral amounted to $ 7,167,433 on open commodity futures contracts.

See accompanying notes to financial statements.

7 unchanged sentences

Realized gain (loss) on closed commodity futures contracts

( 6,219,221 )

Change in unrealized gain (loss) on open commodity futures contracts

( 5,687,463 )

Realized gain (loss) on short-term investments

3 unchanged sentences

Total Income (Loss)

( 11,137,213 )

General Partner management fees (Note 3)

3 unchanged sentences

Total Expenses

Expense waiver

Expense waiver (Note 4)

Net Income (Loss)

( 11,464,050 )

Net Income (Loss) per limited partner share

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Net income (loss)

( 11,464,050 )

Balances at end of year

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Net income (loss)

( 11,464,050 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

2 unchanged sentences

( 1,603,526 )

( 2,399,027 )

(Increase) decrease in receivable from General Partner

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Increase (decrease) in license fees payable

Increase decrease in registration fees payable

Net cash provided by (used in) operating activities

( 6,220,034 )

Cash Flows from Financing Activities:

50 unchanged sentences

USCF is also the sponsor of the United States Commodity Index Funds Trust (“USCIFT”), as Delaware statutory trust, and each of its series:

the United States Commodity Index Fund (“USCI”), the United States Copper Index Fund (“CPER”) and the USCF Crescent Crypto Index Fund (“XBET”).

the United States Commodity Index Fund (“USCI”) and United States Copper Index Fund (“CPER”).

USCI and CPER listed their shares on the NYSE Arca under the ticker symbols “USCI” on August 10, 2010 and “CPER” on November 15, 2011, respectively.

A registration statement that had been previously filed for XBET was withdrawn on June 25, 2020.

USO, UNG, UGA, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

USO, UNG, UNL, USL, BNO, USCI and CPER are referred to collectively herein as the “Related Public Funds.”

UGA issues shares to certain authorized purchasers (“Authorized Participants”) by offering baskets consisting of 50,000 shares (“Creation Baskets”) through ALPS Distributors, Inc., as the marketing agent (the “Marketing Agent”).

The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.

Authorized Participants pay a transaction fee to UGA of $ 350 per order placed to create one or more Creation Baskets or to redeem one or more baskets ("Redemption Baskets"), consisting of 50,000 shares.

Authorized Participants pay a transaction fee to UGA of $ 350 per order placed to create one or more Creation Baskets or to redeem one or more baskets (“Redemption Baskets”), consisting of 50,000 shares.

Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket.

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GAAP as detailed in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification.

UGA is an investment company and follows the accounting and reporting guidance in FASB Topic 946.

UGA is an investment company for accounting purposes and follows the accounting and reporting guidance in FASB Topic 946.

Revenue Recognition

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Changes in the unrealized gains or losses between periods are reflected in the statements of operations.

UGA earns income on funds held at the custodian or futures commission merchants ("FCMs”) at prevailing market rates earned on such investments.

UGA earns income on funds held at the custodian or futures commission merchants (“FCMs”) at prevailing market rates earned on such investments.

Brokerage Commissions

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UGA shares the fees and expenses on a pro rata basis with each Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis.

These fees and expenses for the year ending December 31, 2020 are estimated to be a total of $ 8,237 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 585,896 .

These fees and expenses for the year ending December 31, 2021 totaled of $ 23,962 for UGA and, in the aggregate for UGA and the Related Public Funds, $ 1,081,963 .

For the year ended December 31, 2020, these fees and expenses were $ 585,896 for UGA and the Related Public Funds.

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The fees and expenses associated with UGA’s audit expenses and tax accounting and reporting requirements are paid by UGA.

These costs are estimated to be $ 146,000 for the year ending December 31, 2020, approximately $ 65,000 for the year ended December 31, 2019 and approximately $ 150,000 for the year ended December 31, 2018.

These costs are estimated to be $ 199,000 for the year ending December 31, 2021.

For the years ending December 31, 2020 and 2019 UGA’s investor reporting costs totaled $ 146,835 and $ 65,523 respectively.

Tax reporting costs fluctuate between years due to the number of shareholders during any given year.

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USCF paid certain expenses on a discretionary basis typically borne by UGA, where expenses exceed 0.15 % (15 basis points) of UGA’s NAV, on an annualized basis.

USCF has no obligation to continue such payments into subsequent periods.

For the year ended December 31, 2020, USCF waived $ 195,888 of UGA’s expenses.

This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 4 – Contracts and Agreements.

USCF terminated such expense waiver as of April 30, 2021.

For the years ended December 31, 2021, 2020, and 2019 USCF waived $ 58,573 , $ 195,888 , and $ 66,155 , respectively, of UGA’s expenses.

This voluntary expense waiver is in addition to those amounts USCF is contractually obligated to pay as described in Note 4 – Contracts and Agreement and terminated on April 30, 2021.

NOTE 4 — CONTRACTS AND AGREEMENTS

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Brown Brothers Harriman and Co.

("BBH&Co.") previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for UGA and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

(“BBH&Co.”) previously served as the Administrator, Custodian, Transfer Agent and Fund Accounting Agent for UGA and the Related Public Funds prior to BNY Mellon commencing such services on April 1, 2020.

Certain fund accounting and fund administration services rendered by BBH&Co.

2 unchanged sentences

UGA entered into a brokerage agreement with RBC Capital Markets LLC (“RBC”) to serve as UGA’s FCM effective October 10, 2013.

UGA has engaged each of RCG Division of Marex Spectron ("RCG"), E D & F Man Capital Markets Inc.

("MCM") and Macquarie Futures USA LLC ("MFUSA") to serve as an additional FCM to UGA effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

UGA has engaged each of RCG Division of Marex Spectron (“RCG”), E D & F Man Capital Markets Inc.

(“MCM”) and Macquarie Futures USA LLC (“MFUSA”) to serve as an additional FCM to UGA effective on May 28, 2020, June 5, 2020, and December 3, 2020, respectively.

The agreements with UGA’s FCMs require the FCMs to provide services to UGA in connection with the purchase and sale of Gasoline Futures Contracts and Other Gasoline-Related Investments that may be purchased and sold by or through the applicable FCM for UGA’s account.

12 unchanged sentences

Percentage of commissions accrued as a result of creation and redemption activity

The increase in total commissions accrued to brokers for the year ended December 31, 2020, compared to the year ended December 31, 2019, was due primarily to a higher number of gasoline futures contracts being held and traded.

The decrease in total commissions accrued to brokers for the year ended December 31, 2021, compared to the year ended December 31, 2020, was due primarily to a lower number of gasoline futures contracts being held and traded.

NYMEX Licensing Agreement

UGA and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby UGA was granted a non-exclusive license to use certain of the NYMEX’s settlement prices and service marks.

Under the licensing agreement, UGA and the Related Public Funds, other than BNO, USCI, CPER, USOU and USOD, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

Under the licensing agreement, UGA and the Related Public Funds, other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3.

UGA expressly disclaims any association with the NYMEX or endorsement of UGA by the NYMEX and acknowledges that “NYMEX” and “New York Mercantile Exchange” are registered trademarks of the NYMEX.

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Additional deposits may be necessary for any loss on contract value.

The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary activities.

The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM’s proprietary transactions and assets.

To reduce the credit risk that arises in connection with OTC swaps, UGA will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty.

1 unchanged sentence

Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin.

The face or contract amounts reflect the extent of the total exposure UGA has in the particular classes of instruments.

The face or contract amounts reflect the extent

of the total exposure UGA has in the particular classes of instruments.

Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract.

6 unchanged sentences

There are direct and indirect economic effects developing for various industries and individual companies throughout the world.

Management will continue to monitor the impact COVID-19 has on the Fund and reflect the consequences as appropriate in the Fund's accounting and financial reporting.

The recent pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

and world economies and markets and may have significant adverse effects on the Fund and its investments.

Management will continue to monitor the impact COVID-19 has on UGA and reflect the consequences as appropriate in UGA’s accounting and financial reporting.

The pandemic spread of the novel coronavirus and related geopolitical events could lead to increased market volatility, disruption to U.S.

and world economies and markets and may have significant adverse effects on UGA and its investments.

All of the futures contracts held by UGA through December 31, 2021 were exchange-traded.

37 unchanged sentences

Management fees

Expenses excluding management fees

Total expenses excluding management fees

Expense waived

6 unchanged sentences

Total Income (Loss)

( 23,999,896 )

Total Expenses

1 unchanged sentence

Net Income (Loss)

( 24,047,486 )

Net Income (Loss) per Share

33 unchanged sentences

Fair Value of Derivative Instruments

Derivatives not

Accounted for

Statements of Financial

Statements of

Fair Value at

Condition Location

Derivatives not Accounted for as Hedging Instruments

December 31, 2021

26 unchanged sentences

Realized gain (loss) on closed positions

( 6,219,221 )

Change in unrealized gain (loss) on open positions

( 5,687,463 )

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS

1 unchanged sentence

2018-13, which changes certain fair value measurement disclosure requirements.

The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and the Fund’s policy for the timing of transfers between levels.

The new ASU, in addition to other modifications and additions, removes the requirement to disclose the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and UGA’s policy for the timing of transfers between levels.

The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

The Fund has evaluated the implications of certain provisions of the ASU and has determined that there will be no material impacts to the financial statements.

UGA has evaluated the implications of certain provisions of the ASU and has determined that there will be no material impacts to the financial statements.

NOTE 10 — SUBSEQUENT EVENTS

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data