UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2013.

OR

o 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   61-1604335
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

232 Hidden Lake Road, Building A

Brattleboro, Vermont 05301

(Address of principal executive offices) (Zip code)

 

(802) 257-1617

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

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.

 

x Yes     o  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes     o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer    o   Accelerated filer    x
Non-accelerated filer    o   Smaller reporting company    o
(Do not check if a smaller reporting company)    

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

o Yes     x 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 July 31, 2013

 
Teucrium Corn Fund 1,000,004
Teucrium WTI Crude Oil Fund 50,002
Teucrium Natural Gas Fund 300,004
Teucrium Sugar Fund 175,004
Teucrium Soybean Fund 275,004
Teucrium Wheat Fund 400,004
Teucrium Agricultural Fund 50,002
   

 

 
 

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.   117
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk.   141
     
Item 4. Controls and Procedures.   144
     
Part II. OTHER INFORMATION   145
     
Item 1. Legal Proceedings.   145
     
Item 1A. Risk Factors.   145
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.   164
     
Item 3. Defaults Upon Senior Securities.   165
     
Item 4. Mine Safety Disclosures.   166
     
Item 5. Other Information.   166
     
Item 6. Exhibits.   166

 

 

2
 

Part I. FINANCIAL INFORMATION

 

Item 1.   Financial Statements.

 

Index to Financial Statements

 

Documents   Page
TEUCRIUM COMMODITY TRUST    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   5
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   6
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   8
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and  2012   9
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and  2012   10
     
Notes to Financial Statements   11
     
TEUCRIUM CORN FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   20
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   21
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   23
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   24
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   25
     
Notes to Financial Statements   26
     
TEUCRIUM NATURAL GAS FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   34
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   35
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   37
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   38
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   39
     
Notes to Financial Statements   40

 

 

TEUCRIUM WTI CRUDE OIL FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   48
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   49
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   51
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   52
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   53
     
Notes to Financial Statements   54
     
3
 

 

TEUCRIUM SOYBEAN FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   63
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   64
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   66
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   67
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   68
     
Notes to Financial Statements   69
     
TEUCRIUM SUGAR FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   77
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   78
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   80
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   81
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   82
     
Notes to Financial Statements   83
     
TEUCRIUM WHEAT FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   91
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   92
     
Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012   94
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and 2012   95
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012   96
     
Notes to Financial Statements   97

 

 

TEUCRIUM AGRICULTURAL FUND    
     
Statements of Assets and Liabilities at June 30, 2013 (Unaudited) and December 31, 2012   105
     
Schedule of Investments at June 30, 2013 (Unaudited) and December 31, 2012   106
     
Statements of Operations (Unaudited) for three and six months ended June 30, 2013, for the three months ended June 30, 2012 and from commencement of operations (March 28, 2012) through June 30, 2012   108
     
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2013 and from commencement of operations (March 28, 2012) through June 30, 2012   109
     
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and from commencement of operations (March 28, 2012) through June 30, 2012   110
     
Notes to Financial Statements   111

 

4
 

TEUCRIUM COMMODITY TRUST

STATEMENTS OF ASSETS AND LIABILITIES

 

    June 30, 2013   December 31, 2012  
Assets   (Unaudited)      
                 
Equity in BNY Mellon trading accounts:                
Cash and cash equivalents   $ 56,431,521     $ 52,575,291  
Commodity futures contracts     96,467       133,384  
Collateral, due from broker     7,274,776       7,004,263  
Interest receivable     2,988       2,596  
Other assets     337,423       365,076  
Total assets     64,143,175       60,080,610  
                 
Liabilities                
                 
Commodity futures contracts     3,977,778       3,075,587  
Management fee payable to Sponsor     46,496       50,632  
Other liabilities     95,527       56,695  
Total liabilities     4,119,801       3,182,914  
                 
Net assets   $ 60,023,374     $ 56,897,696  

 

The accompanying notes are an integral part of these financial statements.

 

 

5
 

 

TEUCRIUM COMMODITY TRUST

SCHEDULE OF INVESTMENTS

June 30, 2013

(Unaudited)

 

Description: Assets   Fair Value      Percentage of
Net Assets		      Principal Amount
Cash equivalents                  
United States Treasury obligations                  
U.S. Treasury bills, 0.040%, due July 18, 2013   $ 4,999,960   8.33 %   $ 5,000,000
U.S. Treasury bills, 0.020%, due August 15, 2013     4,999,875   8.33       5,000,000
Total U.S. Treasury obligations     9,999,835   16.66        
                   
Money market funds                  
Dreyfus Cash Management Plus     46,431,686   77.36        
                   
Total cash equivalents   $ 56,431,521   94.02 %      
                   
                  Notional Amount
(Long Exposure)
Commodity futures contracts                  
United States WTI crude oil futures contracts                  
WTI crude oil futures (7 contracts, settlement date November 20, 2013)   $ 36,092   0.06 %   $ 660,660
WTI crude oil futures (7 contracts, settlement date May 20, 2014)     25,200   0.04       635,180
                   
United States soybean futures contracts                  
CBOT soybean futures (31 contracts, settlement date January 14, 2014)     35,175   0.06       1,947,963
Total commodity futures contracts   $ 96,467   0.16 %   $ 3,243,803
             
Description: Liabilities   Fair Value   Percentage of
Net Assets		   Notional Amount
(Long Exposure)
Commodity futures contracts                  
United States corn futures contracts            
CBOT corn futures (494 contracts, settlement date September 13, 2013)   $ 792,537   1.32 %   $ 13,517,075
CBOT corn futures (453 contracts, settlement date December 13, 2013)     1,572,513   2.62       11,574,150
CBOT corn futures (516 contracts, settlement date December 12, 2014)     458,675   0.76       13,667,550
                   
United States natural gas futures contracts                  
NYMEX natural gas futures (23 contracts, settlement date September 26, 2013)     28,190   0.05       821,560
NYMEX natural gas futures (23 contracts, settlement date October 29, 2013)     79,650   0.13       838,580
NYMEX natural gas futures (22 contracts, settlement date February 26, 2014)     21,620   0.04       852,060
NYMEX natural gas futures (22 contracts, settlement date March 27, 2014)     30,400   0.05       834,460
                   
United States WTI crude oil futures contracts                  
WTI crude oil futures (8 contracts, settlement date November 20, 2014)     6,720   0.01       705,760
                   
United States soybean futures contracts                  
CBOT soybean futures (37 contracts, settlement date November 14, 2013)     69,537   0.12       2,316,200
CBOT soybean futures (37 contracts, settlement date November 14, 2014)     33,450   0.06       2,270,413
                   
United States sugar futures contracts                  
ICE sugar futures (46 contracts, settlement date February 28, 2014)     110,891   0.18       913,965
ICE sugar futures (39 contracts, settlement date April 30, 2014)     3,438   0.01       773,573
ICE sugar futures (45 contracts, settlement date February 27, 2015)     62,082   0.10       920,304
                   
United States wheat futures contracts                  
CBOT wheat futures contracts (73 contracts, settlement date September 13, 2013)     195,275   0.33       2,400,788
CBOT wheat futures contracts (61 contracts, settlement date December 13, 2013)     318,575   0.53       2,048,075
CBOT wheat futures contracts (68 contracts, settlement date December 12, 2014)     194,225   0.32       2,417,400
Total commodity futures contracts   $ 3,977,778   6.63  %   $ 56,871,913
                   
                Shares
Exchange-traded funds                  
Teucrium Corn Fund   $ 518,947   0.86 %     13,408
Teucrium Soybean Fund     537,369   0.90       22,656
Teucrium Wheat Fund     522,448   0.87       30,437
Teucrium Sugar Fund     541,030   0.90       36,274
Total exchange-traded funds (cost $2,647,235) owned by Teucrium Agricultural Fund   $ 2,119,794   3.53 %      
                   

 

The accompanying notes are an integral part of these financial statements.

 

6
 

 

  TEUCRIUM COMMODITY TRUST

SCHEDULE OF INVESTMENTS

December 31, 2012

 

Description: Assets          

 

Fair Value		            Percentage of
Net Assets		           Principal Amount
Cash equivalents                  
United States Treasury obligations                  
U.S. Treasury bills, 0.090%, due January 17, 2013   $ 9,999,930   17.58 %   $ 10,000,000
U.S. Treasury bills, 0.090%, due February 14, 2013     9,999,670   17.57       10,000,000
Total U.S. Treasury obligations     19,999,600   35.15        
                   
Money market funds                  
Dreyfus Cash Management Plus     32,575,691   57.25        
                   
Total cash equivalents   $ 52,575,291   92.40 %      
                 
                Notional Amount
(Long Exposure)
Commodity futures contracts                  
United States natural gas futures contracts                  
NYMEX natural gas futures (32 contracts, settlement date September 26, 2013)   $ 9,550   0.02 %   $ 1,161,600
                   
United States WTI crude oil futures contracts                  
WTI crude oil futures (6 contracts, settlement date November 20, 2013)     24,312   0.04       560,220
WTI crude oil futures (8 contracts, settlement date November 20, 2014)     20,560   0.04       733,040
                   
United States soybean futures contracts                  
CBOT soybean futures (28 contracts, settlement date May 14, 2013)     40,775   0.07       1,958,950
CBOT soybean futures (36 contracts, settlement date November 14, 2013)     22,425   0.04       2,344,950
                   
United States wheat futures contracts                  
CBOT wheat futures (32 contracts, settlement date December 13, 2013)     15,762   0.03       1,313,200
Total commodity futures contracts   $ 133,384   0.24 %    $ 8,071,960
             
Description: Liabilities   Fair Value   Percentage of
Net Assets		   Notional Amount
(Long Exposure)
Commodity futures contracts                  
United States corn futures contracts                  
CBOT corn futures (377 contracts, settlement date May 14, 2013)   $ 1,341,775   2.36 %   $ 13,199,712
CBOT corn futures (325 contracts, settlement date July 12, 2013)     413,700   0.73       11,330,313
CBOT corn futures (440 contracts, settlement date December 13, 2013)     458,300   0.81       13,194,500
                   
United States natural gas futures contracts                  
NYMEX natural gas futures (34 contracts, settlement date February 26, 2013)     103,412   0.18       1,144,100
NYMEX natural gas futures (34 contracts, settlement date March 26, 2013)     61,967   0.11       1,157,020
NYMEX natural gas futures (31 contracts, settlement date October 29, 2013)     68,540   0.12       1,160,950
                   
United States WTI crude oil futures contracts                  
WTI crude oil futures (8 contracts, settlement date May 21, 2013)     58,090   0.10       747,920
                   
United States soybean futures contracts                  
CBOT soybean futures (33 contracts, settlement date March 14, 2013)     284,575   0.50       2,325,675
                   
United States sugar futures contracts                  
ICE sugar futures (35 contracts, settlement date April 30, 2013)     38,629   0.07       768,320
ICE sugar futures (30 contracts, settlement date June 28, 2013)     11,189   0.02       663,264
ICE sugar futures (34 contracts, settlement date February 28, 2014)     28,560   0.05       783,686
                   
United States wheat futures contracts                  
CBOT wheat futures (33 contracts, settlement date May 14,  2013)     166,925   0.29       1,299,787
CBOT wheat futures (28 contracts, settlement date July 12, 2013)     39,925   0.07       1,111,250
Total commodity futures contracts   $ 3,075,587   5.41 %   $ 48,886,497
           
          Shares
Exchange-traded funds                  
Teucrium Corn Fund   $ 596,685   1.05 %     13,458
Teucrium Soybean Fund     603,422   1.06       25,006
Teucrium Sugar Fund     628,110   1.10       35,274
Teucrium Wheat Fund     597,970   1.05       28,137
Total exchange-traded funds (cost $2,679,379) owned by Teucrium Agricultural Fund   $ 2,426,187   4.26 %      
                   

 

The accompanying notes are an integral part of these financial statements.

 

7
 

 

 

TEUCRIUM COMMODITY TRUST

STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three months ended  Three months ended  Six months ended  Six months ended
   June 30, 2013  June 30, 2012  June 30, 2013  June 30, 2012
Income                    
Realized and unrealized (loss) gain on trading of commodity futures contracts:                    
Realized loss on commodity futures contracts  $(2,414,400)  $(3,160,334)  $(5,083,220)  $(5,898,911)
Net change in unrealized appreciation or depreciation on commodity futures contracts   (451,196)   6,035,022    (939,108)   5,530,915 
Interest income   6,110    15,475    16,822    28,005 
Total (loss) income   (2,859,486)   2,890,163    (6,005,506)   (339,991)
                     
Expenses                    
Management fees   135,474    179,227    276,318    377,658 
Professional fees   173,247    407,460    329,147    613,919 
Distribution and marketing fees   414,655    423,423    835,783    961,559 
Custodian fees and expenses   35,825    163,711    71,544    325,734 
Business permits and licenses fees   26,447    15,030    51,489    16,473 
General and administrative expenses   40,374    133,667    78,471    143,089 
Brokerage commissions   20,945    19,116    49,355    25,659 
Other expenses   13,982    11,216    29,178    42,154 
Total expenses   860,949    1,352,850    1,721,285    2,506,245 
Net (loss) income  $(3,720,435)  $1,537,313   $(7,726,791)  $(2,846,236)

 

The accompanying notes are an integral part of these financial statements. 

8
 

 

TEUCRIUM COMMODITY TRUST

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

    Six months ended   Six months ended
    June 30, 2013   June 30, 2012
Operations                
Net loss   $ (7,726,791 )   $ (2,846,236 )
                 
Capital transactions                
Issuance of Shares     37,471,116       38,499,917  
Change in cost of shares of the Underlying Funds acquired by Teucrium Agricultural Fund     32,144       (2,386,521 ) 
Realized loss on shares of the Underlying Funds sold by Teucrium Agricultural Fund     (28,629 )     (969,837 ) 
Redemption of Shares     (26,622,162 )     (42,485,467 )
Total capital transactions     10,852,469       (7,341,908 ) 
Net change in net assets     3,125,678       (10,188,144 ) 
                 
Net assets, beginning of period     56,897,696       83,823,568  
                 
Net assets, end of period   $ 60,023,374     $ 73,635,424  

 

The accompanying notes are an integral part of these financial statements.

9
 

 

TEUCRIUM COMMODITY TRUST

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Six months ended  Six months ended
   June 30, 2013  June 30, 2012
Cash flows from operating activities:          
Net loss  $(7,726,791)  $(2,846,236)
Adjustments to reconcile net loss to net cash used in operating activities:          
Net change in unrealized appreciation or depreciation on commodity futures contracts   939,108    (5,530,915)
Realized loss on shares of the Underlying Funds sold by Teucrium Agricultural          
     Fund excluded from net loss   (28,629)   (969,837)
Changes in operating assets and liabilities:          
Net purchases and sales of Underlying Funds acquired by Teucrium Agricultural Fund   32,144    (2,386,521)
Collateral, due from broker   (270,513)   5,776,304 
Interest receivable   (392)   1,450 
Other assets   27,653    (296,406)
Collateral, due to broker   —      16,137 
Management fee payable to Sponsor   (4,136)   (23,447)
Other liabilities   38,832    188,956 
Net cash used in operating activities   (6,992,724)   (6,070,515)
           
Cash flows from financing activities:          
Proceeds from sale of Shares   37,471,116    36,399,141 
Redemption of Shares, net of change in payable for shares redeemed   (26,622,162)   (46,632,478)
Net cash provided by (used in) financing activities   10,848,954    (10,233,337)
           
Net change in cash and cash equivalents   3,856,230    (16,303,852)
Cash and cash equivalents, beginning of period   52,575,291    80,567,901 
Cash and cash equivalents, end of period  $56,431,521   $64,264,049 
           

 

The accompanying notes are an integral part of these financial statements.

 

10
 

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(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 seven series: Teucrium Corn Fund (“CORN”), Teucrium WTI Crude Oil Fund (“CRUD”), Teucrium Natural Gas Fund (“NAGS”), Teucrium Sugar Fund (“CANE”), Teucrium Soybean Fund (“SOYB”), Teucrium Wheat Fund (“WEAT”), and Teucrium Agricultural Fund (“TAGS”). All these series of the Trust are collectively referred to as the “Funds” and singularly as the “Fund.” The Funds issue common units, called the “Shares,” representing fractional undivided beneficial interests in a Fund.  The Trust and the Funds operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”).

 

On June 5, 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.

  

On October 22, 2010, the initial Forms S-1 for NAGS and CRUD were declared effective by the SEC. On January 31, 2011, four Creation Baskets for NAGS were issued representing 200,000 shares and $5,000,000. NAGS began trading on the NYSE Arca on February 1, 2011. On February 22, 2011, four Creation Baskets for CRUD were issued representing 100,000 shares and $5,000,000.  CRUD began trading on the NYSE Arca on February 23, 2011.

 

On June 17, 2011, the 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.

 

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 specific investment objective of each Fund and information regarding the organization and operation of each Fund are included in each Fund’s financial statements and accompanying notes, as well as in other sections of this Form 10-Q filing. In general, the investment objective of each Fund is to have the daily changes in percentage terms of its Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for certain Futures Contracts for the commodity specified for that Fund.  The investment objective of the TAGS is to have the daily changes in percentage terms of NAV of its common units (“Shares”) reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share of four other commodity pools that are series of the Trust and are sponsored by the Sponsor: CORN, WEAT, SOYB, and CANE (collectively, the “Underlying Funds”).  The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced to maintain the approximate 25% allocation to each Underlying Fund.

 

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 financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as applicable. The operating results for the six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying financial statements have been prepared 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, NAGS, CRUD, CANE, SOYB, WEAT and TAGS. For the periods represented by the financial statements herein the operations of the Trust contain the results of CORN, NAGS, CRUD, SOYB, CANE, WEAT, and TAGS (except as discussed in the Shares of the Underlying Funds Held by the Teucrium Agricultural Fund (TAGS) section) for the months during which each Fund was in operation.

 

Reclassifications

 

Certain amounts in prior periods have been reclassified to conform to current period presentation.

 

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

11
 

statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations. Interest on cash equivalents and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Funds earn interest on its assets denominated in U.S. dollars on deposit with the Futures Commission. In addition, the Funds earn interest on funds held at the custodian at prevailing market rates for such investments.

 

Brokerage Commissions

 

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

 

Income Taxes

 

For tax purposes, the Funds will be treated as partnerships.  Therefore, the Funds do not record a provision for income taxes because the partners report their share of a Fund’s income or loss on their income tax returns.  The financial statements reflect the Funds’ transactions without adjustment, if any, required for income tax purposes.

 

The Funds are required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  The Funds file income tax returns in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions.  The Funds are subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized results in the Funds recording a tax liability that reduces net assets.   Based on their analysis, the Funds have determined that they have not incurred any liability for unrecognized tax benefits as of June 30, 2013 and December 31, 2012.  However, the Funds’ conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.

 

The Funds recognize interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed.  No interest expense or penalties have been recognized as of and for the periods ended June 30, 2013 and 2012.

  

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.  The Funds’ management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

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. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from each Fund only in blocks of shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the shares in the Redemption Basket determined as of 4:00 p.m. New York time on the day the order to redeem the basket is properly received.

 

Each Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the statements of assets and liabilities as receivable for shares sold.  Amounts payable to Authorized Purchasers upon redemption are reflected in the statements of assets and liabilities as payable for shares redeemed.

 

There are a minimum number of baskets and associated shares specified for each Fund in the respective most recent Form S-1 registration statements, amendments or supplements. Once the minimum number of baskets is reached, there can be no more redemptions until there has been a creation basket. These minimum levels are as follows:

 

CORN: 50,000 shares representing 2 baskets

NAGS: 100,000 shares representing 2 baskets

CRUD: 50,000 shares representing 2 baskets (at minimum as of June 30, 2013 and December 31, 2012)

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 2 baskets (at minimum as of June 30, 2013 and December 31, 2012)

 

Cash Equivalents

 

Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception.  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. The Trust has a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits.  The Trust had a balance of $46,431,686 and $32,575,691 in money market funds at June 30, 2013

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and December 31, 2012, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  The Trust also had investments in United States Treasury Bills with a maturity of three months or less with a fair value of $9,999,835 and $19,999,600 on June 30, 2013 and December 31, 2012, respectively.

 

Collateral, Due from/to Broker

 

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Funds’ clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.

 

Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Funds’ trading, the Funds (and not its 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.

 

Due from/to Broker for Securities Transactions

 

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. Since the inception of the Fund, the principal broker through which the Trust and TAGS clear securities transactions for TAGS is the Bank of New York Mellon Capital Markets.

 

Shares of the Underlying Funds Held by the Teucrium Agricultural Fund (TAGS)

 

Given the investment objective of TAGS as described in Note 1, TAGS will buy, sell and hold as part of its normal operations shares of the four Underlying Funds. The Trust excludes the shares of the other series of the Trust owned by the Teucrium Agricultural Fund from its statements of assets and liabilities. The Trust excludes the net change in unrealized appreciation or depreciation on securities owned by the Teucrium Agricultural Fund from its statements of operations. Upon the sale of the Underlying Funds by the Teucrium Agricultural Fund, the Trust includes any realized gain or loss in its statements of changes in net assets.

 

Sponsor Fee and Allocation of Expenses

 

The Sponsor is responsible for investing the assets of the Funds in accordance with the objectives and policies of each Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. For the performance of this service, the Funds, except for TAGS which has no such fee, are contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.

 

The Funds pay for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares, after its initial registration, and all legal, accounting, printing and other expenses associated therewith. The Funds also pay the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds are allocated by the Sponsor to the respective funds based on activity drivers deemed most appropriate by the Sponsor for such expenses. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets. The Sponsor can elect to waive certain fees or expenses that would generally be paid for by each Fund. As of December 31, 2012, there were approximately $560,000 of expenses recorded on the financial statements of the Sponsor which are subject to reimbursement by the Funds in 2013. Through the six months ended June 30, 2013, the Sponsor sought approximately $184,000 in reimbursement from CORN, SOYB and

13
 

WEAT for these expenses. These Funds have not recorded the remaining $376,000 of expenses subject to reimbursement to the Sponsor as payment is not probable at June 30, 2013.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value - Definition and Hierarchy

 

In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

 

In determining fair value, the Trust uses various valuation approaches.  In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.  Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust.  Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  The fair value hierarchy is categorized into three levels based on the inputs as follows:

 

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.  Valuation adjustments and block discounts are not applied to Level 1 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities 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 securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. For instance, when Corn Futures Contracts on the Chicago Board of Trade (“CBOT”) are not actively trading due to a “limit-up” or ‘limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets.  When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On June 30, 2013 and December 31, 2012, in the opinion of the Trust, the reported value at the close of the market for each commodity contract fairly reflected the value of the futures and no alternative valuations were required.

 

On March 31, 2013, the Corn Futures Contracts traded on the CBOT due to settle on July 12, 2013 (the “JUL13 Corn Contracts”) were in a “limit down” condition and, in the opinion of the Trust and CORN, the reported value at the close of market on that day did not fairly value the JUL13 Corn Contracts held by CORN. Therefore, the Trust and CORN used alternative verifiable sources to value the JUL13 Corn Contracts on March 31, 2013 and the financial statements of the Trust and the Fund have been adjusted accordingly. This adjustment resulted in a ($410,475) decrease in the unrealized change in commodity futures contracted for the Trust and CORN in excess of reported CBOT values, for the quarter-ended March 31, 2013.

 

The Sugar Futures Contracts traded on ICE due to settle on February 27, 2015 (the “MAR15 ICE Sugar Contracts”) did not, in the opinion of the Trust and CANE, trade in an actively traded futures market as defined in the policy of the Trust and CANE for the entire period during which they were held. Accordingly, the Trust and CANE have classified these as a Level 2 liability for the period ended June 30, 2013. The MAR15 Sugar Contracts were, in the opinion of the Trust and CANE, fairly valued at settlement on June 30, 2013.

 

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The Wheat Futures Contracts traded on the CBOT due to settle on December 12, 2014 (the “DEC14 Wheat Contracts”) did not, in the opinion of the Trust and WEAT, trade in an actively traded futures market as defined in the policy of the Trust and WEAT for the entire period during which they were held. Accordingly, the Trust and WEAT have classified these as a Level 2 liability for the period ended June 30, 2013. The DEC14 Wheat Contracts were, in the opinion of the Trust and WEAT, fairly valued at settlement on June 30, 2013.

 

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 or the New York Mercantile Exchange (“NYMEX”), 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 tradable 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.

  

New Accounting Pronouncements

 

The FASB issued ASU No. 2013-08, “Financial Services-Investment Companies (Topic 946)-Amendments to the Scope, Measurement, and Disclosure Requirements”. ASU No. 2013-08 affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. We anticipate the adoption will not have a significant impact on the financial statements disclosures for the Trust or the Funds.

 

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Amendments of the FASB Accounting Standards Codification and Disclosures about Offsetting Assets and Liabilities in U.S. GAAP and IFRS.” ASU No. 2011-11 clarifies existing requirements for balance sheet offsetting and for disclosures about the offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied retrospectively for all comparative periods presented. For public entities, the amendments are effective for annual reporting periods beginning on or after January 1, 2013. The adoption did not have a significant impact on the financial statement disclosures for the Trust or the Funds.

 

Note 3 – 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 2. The following table presents information about the Trust’s assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012:

 

June 30, 2013

 

                            Balance as of  
Assets:   Level 1     Level 2     Level 3     June 30, 2013  
Cash equivalents   $ 56,431,521     $ -     $ -     $ 56,431,521  
Commodity futures contracts                                
WTI crude oil futures contracts     61,292       -       -       61,292  
Soybean futures contracts     35,175       -       -       35,175  
Total   $ 56,527,988     $ -     $ -     $ 56,527,988  
 
              Balance as of 
Liabilities:  Level 1   Level 2   Level 3   June 30, 2013 
Commodity futures contracts                    
Corn futures contracts  $2,823,725   $-   $-   $2,823,725 
Natural gas futures contracts   159,860    -    -    159,860 
WTI crude oil futures contracts   6,720    -    -    6,720 
Soybean futures contracts   102,987    -    -    102,987 
Sugar futures contracts   114,329    62,082    -    176,411 
Wheat futures contracts   513,850    194,225    -    708,075 
Total  $3,721,471   $256,307   $-   $3,977,778 

 

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December 31, 2012

 

                Balance as of
Assets:   Level 1   Level 2   Level 3   December 31, 2012
Cash equivalents   $ 52,575,291       -       -     $ 52,575,291  
Commodity futures contracts                                
Natural gas futures contracts     9,550       -       -       9,550  
WTI crude oil futures contracts     44,872       -       -       44,872  
Soybean futures contracts     63,200       -       -       63,200  
Wheat futures contracts     15,762       -       -       15,762  
Total   $ 52,708,675     $ -     $ -     $ 52,708,675  
                                 
                Balance as of
    Level 1   Level 2   Level 3   December 31, 2012
Liabilities:                                
Commodity futures contracts                                
Corn futures contracts   $ 2,213,775     $ -     $ -     $ 2,213,775  
Natural gas futures contracts     233,919       -       -       233,919  
WTI crude oil futures contracts     58,090       -       -       58,090  
Soybean futures contracts     284,575       -       -       284,575  
Sugar futures contracts     78,378       -       -       78,378  
Wheat futures contracts     206,850       -       -       206,850  
Total   $ 3,075,587     $ -     $ -     $ 3,075,587  

 

 

Transfers into and out of each level of the fair value hierarchy for the JUL13 Corn Contracts, NOV14 Soybean Contracts, FEB15 Sugar Contracts, and the DEC14 Wheat Contracts, for the six months ended June 30, 2013 were as follows:

 

    Transfers     Transfers     Transfers     Transfers     Transfers     Transfers  
    into     out of     into     out of     into     out of  
    Level 1     Level 1     Level 2     Level 2     Level 3     Level 3  
Liabilities (at fair value)                                                
Derivative contracts                                                
Corn future contracts   $ 1,010,962     $ 1,010,962     $ 1,010,962     $ 1,010,962     $      -     $      -  
Soybean future contracts     6,850       6,850       6,850       6,850       -       -  
Sugar future contracts     -       62,082       62,082       -       -       -  
Wheat future contracts     -       194,225       194,225       -       -       -  
Total   $ 1,017,812     $ 1,274,119     $ 1,274,119     $ 1,017,812     $ -     $ -  

 

 

There were no transfers into and out of each level of the fair value hierarchy for the Trust or the Funds for the six months ended June 30, 2012.

 

Note 4 – 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 six months ended June 30, 2013, the Funds invested only in commodity futures contracts specifically related to each Fund. For the six months ended June 30, 2012 the Operating Funds invested only in commodity futures contracts and Chicago Mercantile Exchange Calendar Swaps. Cleared Swaps have standardized terms similar to, and are priced by reference to, a corresponding Benchmark Component Futures Contract.  Additionally, Other Commodity Interests that do not have standardized terms and are not exchange-traded, referred to as “over-the-counter” Interests, can generally be structured as the parties to the Commodity Interest contract desire.  Therefore, each Fund might enter into multiple Cleared Swaps and/or over-the-counter Interests intended to exactly replicate the performance of each of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter Interest designed to replicate the performance of the Benchmark as a whole. Assuming that there is no default by a counterparty to an over-the-counter Interest, the performance of the Interest will not necessarily correlate exactly with the performance of the Benchmark or the applicable Benchmark Component Futures Contract.  

 

Futures Contracts

 

The Funds are subject to commodity price risk in the normal course of pursuing their investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“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.

 

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The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in 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 as of June 30, 2013 and December 31, 2012.

 

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Assets   Liabilities   Liabilities   Instruments   Received   Net Amount 
Commodity price                              
   Corn futures contracts  $-   $-   $-   $-   $-   $- 
   Natural gas futures contracts   -    -    -    -    -    - 
   WTI crude oil futures contracts   61,292    -    61,292    6,720    -    54,572 
   Soybean futures contracts   35,175    -    35,175    35,175    -    - 
   Sugar futures contracts   -    -    -    -    -    - 
   Wheat futures contracts   -    -    -    -    -    - 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Corn futures contracts  $2,823,725   $-   $2,823,725   $-   $2,823,725   $- 
   Natural gas futures contracts   159,860    -    159,860    -    159,860    - 
   WTI crude oil futures contracts   6,720    -    6,720    6,720    -    - 
   Soybean futures contracts   102,987    -    102,987    35,175    67,812    - 
   Sugar futures contracts   176,411    -    176,411    -    176,411    - 
   Wheat futures contracts   708,075    -    708,075    -    708,075    - 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Assets   Liabilities   Liabilities   Instruments   Received   Net Amount 
Commodity price                              
   Corn futures contracts  $-   $-   $-   $-   $-   $- 
   Natural gas futures contracts   9,550    -    9,550    9,550    -    - 
   WTI crude oil futures contracts   44,872    -    44,872    44,872    -    - 
   Soybean futures contracts   63,200    -    63,200    63,200    -    - 
   Sugar futures contracts   -    -    -    -    -    - 
   Wheat futures contracts   15,762    -    15,762    15,762    -    - 

 

 

 

 

 

17
 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Corn futures contracts  $2,213,775   $-   $2,213,775   $-   $2,213,775   $- 
   Natural gas futures contracts   233,919    -    233,919    9,550    224,369    - 
   WTI crude oil futures contracts   58,090    -    58,090    44,872    13,218    - 
   Soybean futures contracts   284,575    -    284,575    63,200    221,375    - 
   Sugar futures contracts   78,378    -    78,378    -    78,378    - 
   Wheat futures contracts   206,850    -    206,850    15,762    191,088    - 

 

The following is a summary of realized and unrealized gains (losses) of the derivative instruments utilized by the Trust:

 

Three months ended June 30, 2013

 

   Realized (Loss) Gain on   Net Change in Unrealized Gain 
Primary Underlying Risk  Derivative Instruments   (Loss) on Derivative Instruments 
Commodity price          
Corn futures contracts  $(1,820,791)  $1,075 
Natural gas futures contracts   11,680    (428,040)
WTI crude oil futures contracts   (77,810)   15,180 
Soybean futures contracts   42,650    13,513 
Sugar futures contracts   (199,292)   25,088 
Wheat futures contracts   (370,837)   (78,012)
Total commodity futures contracts  $(2,414,400)  $(451,196)

 

Three months ended June 30, 2012

    Realized (Loss) Gain on   Net Change in Unrealized (Loss)
Primary Underlying Risk   Derivative Instruments   Gain on Derivative Instruments
Commodity price                
Corn futures contracts   $ (2,255,455 )    $ 6,161,715  
Natural gas futures contracts     (63,608 )     197,507  
WTI crude oil futures contracts     37,737       (511,027)  
Soybean futures contracts     67,640       (24,765)  
Sugar futures contracts     (586,576 )     (76,531)  
Wheat futures contracts     (360,072 )      288,123  
Total commodity futures contracts   $ (3,160,334 )    $ 6,035,022  

 

Six months ended June 30, 2013

    Realized Loss on   Net Change in Unrealized (Loss)
Primary Underlying Risk   Derivative Instruments   Gain on Derivative Instruments
Commodity price                
Corn futures contracts   $ (3,680,613 )    $ (609,950 ) 
Natural gas futures contracts     (99,059 )     64,509  
WTI crude oil futures contracts     (87,130 )      67,790  
Soybean futures contracts     (174,925 )      153,563  
Sugar futures contracts     (285,118 )     (98,033 ) 
Wheat futures contracts     (756,375 )      (516,987 ) 
Total commodity futures contracts   $ (5,083,220 )    $ (939,108 ) 

 

18
 

 

Six months ended June 30, 2012

    Realized (Loss) Gain on   Net Change in Unrealized Gain
Primary Underlying Risk   Derivative Instruments   (Loss) on Derivative Instruments
Commodity price                
Corn futures contracts   $ (4,391,819 )    $ 4,719,076  
Natural gas futures contracts     (567,888 )     330,077  
WTI crude oil futures contracts     43,347       (286,507 )
Soybean futures contracts     77,981       302,707  
Sugar futures contracts     (596,310 )     77,214  
Wheat futures contracts     (464,222 )      388,348  
Total commodity futures contracts   $ (5,898,911 )    $ 5,530,915  

 

 

Volume of Derivative Activities

 

The notional amounts and number of contracts categorized by primary underlying risk are included in the schedule of investments as of June 30, 2013 and December 31, 2012. 

 

Note 5 - Organizational and Offering Costs

 

Expenses incurred in organizing of the Trust and the initial offering of the shares, including applicable SEC registration fees, were borne directly by the Sponsor for the Funds and will be borne directly by the Sponsor for any series of the Trust which is not yet operating or will be issued in the future. The Trust will not be obligated to reimburse the Sponsor.

 

Note 6 – Subsequent Events

 

The Trust evaluates subsequent events through the date when financial statements are filed with the SEC.

 

For the period July 1, 2013 through August 9, 2013, the following subsequent events transpired for each of the series of the Trust:

 

CORN: Nothing to Report

 

NAGS: Nothing to Report

 

CRUD: Nothing to Report

 

SOYB: Nothing to Report

 

CANE: Nothing to Report

 

WEAT: Nothing to Report

 

TAGS: Nothing to Report

19
 

TEUCRIUM CORN FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

    June 30, 2013   December 31, 2012
    (Unaudited)    
Assets                
                 
Equity in BNY Mellon trading accounts:                
Cash and cash equivalents   $ 36,372,145     $ 34,631,982  
Collateral, due from broker     5,017,450       5,106,775  
Interest receivable     1,685       1,376  
Other assets     251,985       242,407  
Total assets     41,643,265       39,982,540  
                 
Liabilities                
                 
Commodity futures contracts     2,823,725       2,213,775  
Management fee payable to Sponsor     32,671       36,444  
Other liabilities     82,378       45,809  
Total liabilities     2,938,774       2,296,028  
                 
Net assets   $ 38,704,491     $ 37,686,512  
                 
Shares outstanding     1,000,004       850,004  
                 
Net asset value per share   $ 38.70     $ 44.34  
                 
Market value per share   $ 38.67     $ 44.32  

 

The accompanying notes are an integral part of these financial statements.

20
 

TEUCRIUM CORN FUND

SCHEDULE OF INVESTMENTS

June 30, 2013

(Unaudited)

 

        Percentage of   Principal
Description: Assets   Fair Value   Net Assets   Amount
                         
Cash equivalents                        
United States Treasury obligations                        
U.S. Treasury bills, 0.040%, due July 18, 2013   $ 4,999,960       12.92 %   $ 5,000,000  
U.S. Treasury bills, 0.020%, due August 15, 2013     4,999,875       12.92       5,000,000  
Total U.S. Treasury obligations     9,999,835       25.84          
                         
Money market funds                        
Dreyfus Cash Management Plus     26,372,310       68.14          
                         
Total cash equivalents   $ 36,372,145       93.98 %        

 

        Percentage of   Notional Amount  
Description: Liabilities   Fair Value   Net Assets   (Long Exposure)
                         
Commodity futures contracts                        
United States corn futures contracts                        
   CBOT corn futures (494 contracts, settlement date
      September 13, 2013)		   $ 792,537       2.05 %   $ 13,517,075  
   CBOT corn futures (453 contracts, settlement date
      December 13, 2013)		     1,572,513       4.06       11,574,150  
   CBOT corn futures (516 contracts, settlement date
      December 12, 2014)		     458,675       1.19       13,667,550  
Total commodity futures contracts   $ 2,823,725       7.30 %   $ 38,758,775  

 

 

 

The accompanying notes are an integral part of these financial statements.

21
 

TEUCRIUM CORN FUND

SCHEDULE OF INVESTMENTS

December 31, 2012

   Fair     Percentage of   Principal
Description: Assets  Value    Net Assets   Amount
               
Cash equivalents              
United States Treasury obligations          
   U.S. Treasury bills, 0.090%, due January 17, 2013   $9,999,930    26.53%  $ 10,000,000
   U.S. Treasury bills, 0.090%, due February 14, 2013   9,999,670    26.53   10,000,000
Total U.S. Treasury obligations   19,999,600    53.06 
           
Money market funds          
   Dreyfus Cash Management Plus   14,632,382    38.83 
           
Total cash equivalents   $34,631,982    91.89%

 

   Fair   Percentage of   Notional Amount 
Description: Liabilities  Value   Net Assets   (Long Exposure) 
                
Commodity futures contracts               
United States corn futures contracts               
   CBOT corn futures (377 contracts, settlement date
      May 14, 2013)		  $1,341,775    3.56%  $13,199,712 
   CBOT corn futures (325 contracts, settlement date
      July 12, 2013)		   413,700    1.10    11,330,313 
   CBOT corn futures (440 contracts, settlement date
      December 13, 2013)		   458,300    1.21    13,194,500 
Total commodity futures contracts  $2,213,775    5.87%  $37,724,525 

 

The accompanying notes are an integral part of these financial statements.

 

22
 

TEUCRIUM CORN FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

   Three months ended   Three months ended   Six months ended   Six months ended 
   June 30, 2013   June 30, 2012   June 30, 2013   June 30, 2012 
Income                    
Realized and unrealized (loss) gain on trading of commodity futures contracts:                    
Realized loss on commodity futures contracts  $(1,820,791)  $(2,255,455)  $(3,680,613)  $(4,391,819)
Net change in unrealized appreciation or depreciation on commodity futures contracts   1,075    6,161,715    (609,950)   4,719,076 
Interest income   3,774    11,628    11,738    22,090 
Total (loss) income   (1,815,942)   3,917,888    (4,278,825)   349,347 
                     
Expenses                    
Management fees   94,572    141,648    194,392    312,251 
Professional fees   120,120    229,775    238,920    431,162 
Distribution and marketing fees   349,152    291,200    686,202    728,330 
Custodian fees and expenses   32,211    32,211    64,067    64,421 
Business permits and licenses fees   20,930    10,010    41,630    11,296 
General and administrative expenses   31,395    101,010    62,445    110,320 
Brokerage commissions   16,395    13,902    40,875    18,794 
Other expenses   10,282    4,504    20,453    35,245 
Total expenses   675,057    824,260    1,348,984    1,711,819 
Net (loss) income  $(2,490,999)  $3,093,628   $(5,627,809)  $(1,362,472)
                     
Net (loss) income per share  $(2.30)  $2.85   $(5.64)  $0.10 
Net (loss) income per weighted average share  $(2.67)  $2.05   $(6.03)  $(0.85)
Weighted average shares outstanding   933,246    1,511,268    933,015    1,599,867 

 

 

The accompanying notes are an integral part of these financial statements.

23
 

TEUCRIUM CORN FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

    Six months ended   Six months ended  
    June 30, 2013   June 30, 2012
Operations                
Net loss   $ (5,627,809 )   $ (1,362,472 )
Capital transactions                
Issuance of  Shares     28,918,201       10,242,344  
Redemption of  Shares     (22,272,413 )     (18,175,346 )
Total capital transactions     6,645,788       (7,933,002 ) 
Net change in net assets     1,017,979       (9,295,474 ) 
                 
Net assets, beginning of period     37,686,512       71,268,521  
                 
Net assets, end of period   $ 38,704,491     $ 61,973,047  
                 
Net asset value per share at beginning of period   $ 44.34     $ 41.92  
                 
At end of period   $ 38.70     $ 42.02  

 

The accompanying notes are an integral part of these financial statements.

24
 

TEUCRIUM CORN FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six months ended   Six months ended
    June 30, 2013   June 30, 2012
Cash flows from operating activities:                
Net loss   $ (5,627,809 )   $ (1,362,472 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Net change in unrealized appreciation or depreciation on commodity futures contracts     609,950       (4,719,076 ) 
Changes in operating assets and liabilities:                
Collateral, due from broker     89,325       5,173,251  
Interest receivable     (309 )      1,314  
Other assets     (9,578 )     (215,395 )
Management fee payable to Sponsor     (3,773 )     (22,375 ) 
Other liabilities     36,569       124,495  
Net cash used in operating activities     (4,905,625 )     (1,020,258 ) 
                 
Cash flows from financing activities:                
Proceeds from sale of Shares     28,918,201       8,141,569  
Redemption of Shares     (22,272,413 )     (22,322,357 )
Net cash provided by (used in) financing activities     6,645,788       (14,180,788 ) 
                 
Net change in cash and cash equivalents     1,740,163       (15,201,046 ) 
Cash and cash equivalents, beginning of period     34,631,982       69,022,336  
Cash and cash equivalents, end of period   $ 36,372,145     $ 53,821,290  

 

The accompanying notes are an integral part of these financial statements.

25
 

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(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 the Fund is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of 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”), specifically (1) the second-to-expire CBOT Corn Futures Contract, 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%. (This weighted average of the three referenced Corn Futures Contracts is referred to herein as the “Benchmark,” and the three Corn Futures Contracts that at any given time make up the Benchmark are referred to herein as the “Benchmark Component Futures Contracts.”

 

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 a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

 

On June 5, 2010, the Fund’s initial registration of 30,000,000 shares the Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On June 9, 2010, the Fund listed its shares on the NYSE Arca under the ticker symbol “CORN.” On the day prior to that, the Fund issued 200,000 shares in exchange for $5,000,000 at the Fund’s initial NAV of $25 per share. The Fund also commenced investment operations on June 9, 2010 by purchasing commodity futures contracts traded on the Chicago Board of Trade (“CBOT”).

 

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 six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

 

Note 2 – 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.

 

Reclassifications

 

Certain amounts in prior periods have been reclassified to conform to current period presentation.

 

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 and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

 

Brokerage Commissions

 

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

26
 

Income Taxes

 

For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the partners 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. The Fund is subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets. Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2013 and December 31, 2012. 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 periods ended June 30, 2013 and 2012.

 

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. The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

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. New York time 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. New York time on the day the order to redeem the basket is properly received.

 

The size of a Creation Basket and a Redemption basket was changed effective February 1, 2012 from 100,000 to 50,000 shares. On March 5, 2012 the size of a Creation Basket and a Redemption Basket was changed again from 50,000 to 25,000 shares.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed.

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash Equivalents

 

Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception.  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 a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. The Fund had a balance of $26,372,310 and $14,632,382 in money market funds at June 30, 2013 and December 31, 2012, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities. The Fund held $9,999,835 and $19,999,600 in United States Treasury Bills with a maturity date of three months or less at June 30, 2013 and December 31, 2012 respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.

 

Collateral, Due from/to Broker

 

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

27
 

relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over-the-counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.

 

When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.

 

Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.

 

Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.

 

Calculation of Net Asset Value

 

The Fund’s NAV is calculated by:

 

  • Taking the current market value of its total assets and

 

  • Subtracting any liabilities.

 

The administrator, the Bank of New York Mellon, 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. New York time.  The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

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. New York time. The value of over-the-counter corn interests is determined based on the value of the commodity or futures contract underlying such corn interest, except that a fair value may be determined if the Sponsor believes that the Fund is subject to significant credit risk relating to the counterparty to such corn interest.  For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes.  NAV includes any unrealized profit or loss on open corn interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Market value per share represents the closing price on the last trading day of the quarter as reported by the NYSE Arca. If such a closing price is not available, the bid/ask midpoint at 4 p.m. as reported by the NYSE Arca was used.

 

Sponsor Fee and Allocation of Expenses

 

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 Fund. For these services, 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. For the three months ended June 30, 2013, the Fund recorded $94,572 in management fees to the Sponsor. For the three months ended June 30, 2012, the Fund recorded $141,648 in management fees to the Sponsor. For the six months ended June 30, 2013, the Fund recorded $194,392 in management fees to the Sponsor. For the six months ended June 30, 2012, the Fund recorded $312,251 in management fees to the Sponsor.

 

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, the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays the fees and expenses associated with the Fund’s tax accounting and reporting requirements. The Sponsor can elect to waive certain fees or expenses that would generally be paid for by the Fund. As of December 31, 2012, there were approximately $560,000 of expenses recorded on the financial statements of the Sponsor which are subject to reimbursement by the Funds in 2013. Through the six months ended June 30, 2013, the Sponsor sought approximately $184,000 in reimbursement from CORN, SOYB

28
 

and WEAT for these expenses. These Funds have not recorded the remaining $376,000 of expenses subject to reimbursement to the Sponsor as payment is not probable at June 30, 2013. The Sponsor has increased the expense accruals per day for the Fund by $1,500 effective July 1, 2013.

Certain aggregate expenses common to all Funds managed by the Sponsor are allocated to each Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses. All asset-based fees and expenses are calculated on the prior day’s net assets.

 

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 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities 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 security to be reclassified to a lower level within the fair value hierarchy.  For instance, when Corn Futures Contracts on the CBOT are not actively trading due to a “limit-up” or limit-down” condition, meaning that the change in the Corn Futures Contracts has exceeded the limits established, the Trust and the Fund will revert to alternative verifiable sources of valuation of its assets. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On June 30, 2012, December 31, 2012, and June 30, 2013, in the opinion of the Trust and the Fund, the reported value of the Corn Futures Contracts traded on the CBOT fairly reflected the value of the Corn Futures Contracts held by the Fund, and no adjustments were necessary.

 

On March 31, 2013, the Corn Futures Contracts traded on the CBOT due to settle on July 12, 2013 (the “JUL13 Corn Contracts”) were in a “limit down” condition and, in the opinion of the Trust and CORN, the reported value at the close of market on that day did not fairly value the JUL13 Corn Contracts held by CORN. Therefore, the Trust and CORN used alternative verifiable sources to value the JUL13 Corn Contracts on March 31, 2013 and the financial statements of the Trust and the Fund have been adjusted accordingly. This adjustment resulted in a ($410,475) decrease in the unrealized change in commodity futures contracted for the Trust and CORN in excess of reported CBOT values, for the quarter-ended March 31, 2013.

 

29
 

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 Chicago Board of Trade (“CBOT”) or the New York Mercantile Exchange (“NYMEX”), or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy.  OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.

 

Net Income (Loss) per Share 

 

Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.

 

New Accounting Pronouncements

 

The FASB issued ASU No. 2013-08, “Financial Services-Investment Companies (Topic 946)-Amendments to the Scope, Measurement, and Disclosure Requirements”. ASU No. 2013-08 affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. We anticipate the adoption will not have a significant impact on the financial statements disclosures for the Trust or the Fund.

 

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Amendments of the FASB Accounting Standards Codification and Disclosures about Offsetting Assets and Liabilities in U.S. GAAP and IFRS.” ASU No. 2011-11 clarifies existing requirements for balance sheet offsetting and for disclosures about the offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied retrospectively for all comparative periods presented. For public entities, the amendments are effective for annual reporting periods beginning on or after January 1, 2013. The adoption did not have a significant impact on the financial statement disclosures for the Fund.

 

Note 3 – Fair Value Measurements

 

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 2.  The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012:

June 30, 2013                  

 

               Balance as of 
Assets:  Level 1   Level 2   Level 3   June 30, 2013 
Cash equivalents  $36,372,145   $-   $-   $36,372,145 
                     

 

               Balance as of 
Liabilities:  Level 1   Level 2   Level 3   June 30, 2013 
Commodity futures contracts  $2,823,725   $-   $-   $2,823,725 
                     

 

December 31, 2012                  

 

               Balance as of 
Assets:  Level 1   Level 2   Level 3   December 31, 2012 
Cash equivalents  $34,631,982   $-   $-   $34,631,982 
                     

 

               Balance as of 
Liabilities:  Level 1   Level 2   Level 3   December 31, 2012 
Commodity futures contracts  $2,213,775   $-   $-   $2,213,775 
                     

 

Transfers into and out of each level of the fair value hierarchy for the JUL13 Corn Contracts, for the six months ended June 30, 2013 were as follows:

 

    Transfers     Transfers     Transfers     Transfers     Transfers     Transfers  
    into     out of     into     out of     into     out of  
    Level 1     Level 1     Level 2     Level 2     Level 3     Level 3  
Liabilities (at fair value)                                                
Derivative contracts                                                
Corn future contracts   $ 1,010,962     $ 1,010,962     $ 1,010,962     $ 1,010,962     $      -     $      -  

 

30
 

During the six months ended June 30, 2012, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Note 4 -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 six months ended June 30, 2013 and 2012 the Fund invested only in commodity futures contracts. Cleared Corn Swaps have standardized terms similar to, and are priced by reference to, the corresponding Benchmark Component Futures Contract.  Additionally, Other Corn Interests that do not have standardized terms and are not exchange-traded, referred to as “over-the-counter” Corn Interests, can generally be structured as the parties to the Corn Interest contract desire. Therefore, the Fund might enter into multiple Cleared Swaps and/or over-the-counter Interests intended to exactly replicate the performance of the Benchmark Component Futures Contracts for the Fund, or a single over-the-counter Interest designed to replicate the performance of the Benchmark as a whole.  Assuming that there is no default by a counterparty to an over-the-counter Interest, the performance of the Interest will not necessarily correlate exactly with the performance of the Benchmark or the applicable Benchmark Component Futures Contract.

 

Futures Contracts

 

The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund.  Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.

 

The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities.  A customer's cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.  In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available.  It is possible that the recovery amount could be less than the total of cash and other equity deposited.

  

The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board's ("FASB") Accounting Standards Update ("ASU") No. 2011-11 "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" and subsequently clarified in FASB ASU 2013-01 "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities."

 

The following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk as of June 30, 2013 and December 31, 2012.

 

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Corn futures contracts  $2,823,725   $-   $2,823,725   $-   $2,823,725   $- 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Corn futures contracts  $2,213,775   $-   $2,213,775   $-   $2,213,775   $- 

 

31
 

The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:

 

Three months ended June 30, 2013

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (1,820,791 )   $ 1,075  

 

Three months ended June 30, 2012

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (2,255,455)     $ 6,161,715  

 

Six months ended June 30, 2013

    Realized Loss on     Net Change in Unrealized Loss  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (3,680,613 )   $ (609,950 ) 

 

Six months ended June 30, 2012

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (4,391,819)     $ 4,719,076  

 

 

Volume of Derivative Activities

 

The notional amounts and number of contracts categorized by primary underlying risk, commodity price risk, are included in the schedule of investments as of June 30, 2013 and December 31, 2012. 

 

Note 5 - Financial Highlights

 

The following tables present per unit performance data and other supplemental financial data for the six months ended June 30, 2013 and 2012. This information has been derived from information presented in the financial statements.

 

Per Share Operation Performance for the six months ended June 30, 2013        
Net asset value at beginning of period   $ 44.34  
Income from investment operations:        
Investment income     0.01  
Net realized and unrealized loss on commodity futures contracts     (4.20 ) 
Total expenses     (1.45 )
Net decrease in net asset value     (5.64 ) 
Net asset value end of period   $ 38.70  
Total Return     (12.72 )%
Ratios to Average Net Assets (Annualized)        
Total expense     6.93 %
Net investment loss     (6.87 )%

 

Per Share Operation Performance for the six months ended June 30, 2012        
Net asset value at beginning of period   $ 41.92  
Income from investment operations:        
Investment income     0.02  
Net realized and unrealized gain on commodity futures contracts     1.15  
Total expenses     (1.07 )
Net increase in net asset value     0.10  
Net asset value at end of period   $ 42.02  
Total Return     0.24 %
Ratios to Average Net Assets (Annualized)        
Total expense     5.49 %
Net investment loss     (5.41 )%

 

 

32
 

The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion.  As of December 31, 2012, there were approximately $560,000 of expenses recorded on the financial statements of the Sponsor which are subject to reimbursement by the Funds in 2013. Through the six months ended June 30, 2013, the Sponsor sought approximately $184,000 in reimbursement from CORN, SOYB and WEAT for these expenses. These Funds have not recorded the remaining $376,000 of expenses subject to reimbursement to the Sponsor as payment is not probable at June 30, 2013. The Sponsor has increased the expense accruals per day for the Fund by $1,500 effective July 1, 2013.

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from the Fund.

The financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period under report. The asset-based per share data in the financial highlights are calculated using the prior day’s net assets consistent with the methodology used to calculate asset-based fees and expenses.

 

Note 6 - 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 7 – Subsequent Events

 

The Trust evaluates subsequent events through the date when financial statements are filed with the SEC.

 

For the period July 1, 2013 through August 9, 2013, there was nothing to report.

33
 

TEUCRIUM NATURAL GAS FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

    June 30, 2013   December 31, 2012
    (Unaudited)    
Assets                
                 
Equity in BNY Mellon trading accounts:                
Cash and cash equivalents   $ 3,171,684     $ 4,476,336  
Commodity futures contracts     -       9,550  
Collateral, due from broker     337,400       367,374  
Interest receivable     223       305  
Other assets     5,548       10,989  
Total assets     3,514,855       4,864,554  
                 
Liabilities                
                 
Commodity futures contracts     159,860       233,919  
Management fee payable to Sponsor     2,941       4,046  
Other liabilities     640       968  
Total liabilities     163,441       238,933  
                 
Net assets   $ 3,351,414     $ 4,625,621  
                 
Shares outstanding     300,004       400,004  
                 
Net asset value per share   $ 11.17     $ 11.56  
                 
Market value per share   $ 11.15     $ 11.58  

 

The accompanying notes are an integral part of these financial statements.

 

34
 

 

TEUCRIUM NATURAL GAS FUND

SCHEDULE OF INVESTMENTS

June 30, 2013

(Unaudited)

 

       Percentage of         
Description: Assets  Fair Value   Net Assets         
                   
Cash equivalents                  
Money market funds                  
Dreyfus Cash Management Plus  $3,171,684    94.64%        

 

   Fair   Percentage of   Notional Amount 
Description: Liabilities  Value   Net Assets   (Long Exposure) 
                
Commodity futures contracts               
United States natural gas futures contracts               
   NYMEX natural gas futures (23 contracts, settlement date
      September 26, 2013)		  $28,190    0.84%  $821,560 
   NYMEX natural gas futures (23 contracts, settlement date
      October 29, 2013)		   79,650    2.38    838,580 
   NYMEX natural gas futures (22 contracts, settlement date
      February 26, 2014)		   21,620    0.64    852,060 
   NYMEX natural gas futures (22 contracts, settlement date
      March 27, 2014)		   30,400    0.91    834,460 
Total commodity futures contracts  $159,860    4.77%  $3,346,660 
                

 

The accompanying notes are an integral part of these financial statements.

 

35
 

 

TEUCRIUM NATURAL GAS FUND

SCHEDULE OF INVESTMENTS

December 31, 2012

 

 

   Fair     Percentage of     Notional Amount  
Description: Assets   Value     Net Assets     (Long Exposure)  
                   
Cash equivalents                  
Money market funds                  
    Dreyfus Cash Management Plus   $ 4,476,336     96.77 %      
                   
Commodity futures contracts                  
United States natural gas futures contracts                  
NYMEX natural gas futures (32 contracts, settlement date
      September 26, 2013)		   $ 9,550       0.21 %   $ 1,161,600  
                         

 

   Fair   Percentage of   Notional Amount 
Description: Liabilities  Value   Net Assets   (Long Exposure) 
                
Commodity futures contracts               
United States natural gas futures contracts               
NYMEX natural gas futures (34 contracts, settlement date
      February 26, 2013)		  $103,412    2.24%  $1,144,100 
NYMEX natural gas futures (34 contracts, settlement date
      March 26, 2013)		   61,967    1.34    1,157,020 
NYMEX natural gas futures (31 contracts, settlement date
      October 29, 2013)		   68,540    1.48    1,160,950 
Total commodity futures contracts  $233,919    5.06%  $3,462,070 
                

 

The accompanying notes are an integral part of these financial statements.

 

36
 

TEUCRIUM NATURAL GAS FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

  Three months ended   Three months ended   Six months ended   Six months ended 
   June 30, 2013   June 30, 2012   June 30, 2013   June 30, 2012 
Income                    
Realized and unrealized gain (loss) on trading of commodity futures contracts:                    
Realized gain (loss) on commodity futures contracts  $11,680   $(63,608)  $(99,059)  $(567,888)
Net change in unrealized appreciation or depreciation on commodity futures contracts   (428,040)   197,507    64,509    330,077 
Interest income   292    446    780    681 
Total (loss) income   (416,068)   134,345    (33,770)   (237,130)
Expenses                    
Management fees   9,358    -    19,540    - 
Professional fees   3,019    (383)   5,125    2,073 
Distribution and marketing fees   246    4,671    1,713    6,588 
Custodian fees and expenses   699    1,463    1,459    2,354 
Business permits and licenses fees   -    (131)   -    (82)
General and administrative expenses   239    3,215    344    3,219 
Brokerage commissions   334    210    542    492 
Other expenses   (156)   (103)   (54)   94 
Total expenses   13,739    8,942    28,669    14,738 
Net (loss) income  $(429,807)  $125,403   $(62,439)  $(251,868)
                     
Net (loss) income per share  $(1.43)  $0.81   $(0.39)  $(1.98)
Net (loss) income per weighted average share  $(1.43)  $0.58   $(0.19)  $(1.49)
Weighted average shares outstanding   300,004    217,037    326,247    169,235 

 

 

The accompanying notes are an integral part of these financial statements.

37
 

TEUCRIUM NATURAL GAS FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

    Six months ended   Six months ended  
    June 30, 2013   June 30, 2012
Operations                
Net loss   $ (62,439 )   $ (251,868 )
Capital transactions                
Issuance of Shares     -       2,420,546  
Redemption of Shares     (1,211,768 )      -  
Total capital transactions     (1,211,768 )     2,420,546  
Net change in net assets     (1,274,207 )      2,168,678  
                 
Net assets, beginning of period     4,625,621       1,381,367  
                 
Net assets, end of period   $ 3,351,414     $ 3,550,045  
Net asset value per share at beginning of period   $ 11.56     $ 13.81  
                 
At end of period   $ 11.17     $ 11.83  

 

The accompanying notes are an integral part of these financial statements.

38
 

TEUCRIUM NATURAL GAS FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six months ended   Six months ended  
    June 30, 2013   June 30, 2012
Cash flows from operating activities:                
Net loss   $ (62,439 )   $ (251,868 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Net change in unrealized appreciation or depreciation on commodity futures contracts     (64,509 )     (330,077 ) 
Changes in operating assets and liabilities:                
Collateral, due from broker     29,974       80,925  
Interest receivable     82       (16 )
Other assets     5,441       10,483  
Management fee payable to Sponsor     (1,105 )     -  
Other liabilities     (328 )     (6,166 ) 
Net cash used in operating activities     (92,884 )     (496,719 )
                 
Cash flows from financing activities:                
Proceeds from sale of Shares     -       2,420,546  
Redemption of Shares     (1,211,768 )      -  
Net cash (used in) provided by financing activities     (1,211,768 )      2,420,546  
                 
Net change in cash and cash equivalents     (1,304,652 )      1,923,827  
Cash and cash equivalents, beginning of period     4,476,336       1,277,159  
Cash and cash equivalents, end of period   $ 3,171,684     $ 3,200,986  

 

The accompanying notes are an integral part of these financial statements.

39
 

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

 

Note 1 – Organization and Operation

 

Teucrium Natural Gas Fund (referred to herein as “NAGS,” 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 50,000 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 “NAGS,” 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 natural gas 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 the Fund is to have the daily changes in percentage terms of the Shares’ NAV reflect the daily changes in percentage terms of a weighted average of the following:  the nearest to spot month March, April, October and November Henry Hub Natural Gas Futures Contracts traded on the New York Mercantile Exchange (“NYMEX”), weighted 25% equally in each contract month. (This weighted average of the four referenced Natural Gas Futures Contracts is referred to herein as the “NAGS Benchmark,” and the four Natural Gas Futures Contracts that at any given time make up the Benchmark are referred to herein as the “NAGS Benchmark Component Futures Contracts.”)

 

The Fund commenced investment operations on February 1, 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 a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009.

 

On October 22, 2010, the Fund’s initial registration of 40,000,000 shares on Form S-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”). On February 1, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “NAGS”. On the day prior to that, the Fund issued 200,000 shares in exchange for $5,000,000 at NAGS’ initial NAV of $25 per share. The Fund also commenced investment operations on February 1, 2011 by purchasing commodity futures contracts traded on the NYMEX. On December 31, 2010, the Fund had two shares outstanding which were owned by the Sponsor.

 

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 six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

 

Note 2 – 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.

 

Reclassifications

 

Certain amounts in prior periods have been reclassified to conform to current period presentation.

 

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 and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

 

Brokerage Commissions

 

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

 

40
 

Income Taxes

 

For tax purposes, the Fund will be treated as a partnership.  The Fund does not record a provision for income taxes because the partners 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.  The Fund is subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets.  Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2013 and December 31, 2012.  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 periods ended June 30, 2013 and 2012.

 

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.  The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Creations and Redemptions

 

Authorized Purchasers may purchase Creation Baskets consisting of 50,000 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. New York time on the day the order to create the basket is properly received.

 

Authorized Purchasers may redeem shares from the Fund only in blocks of 50,000 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. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. 

 

As outlined in the most recent Form S-1 filing, 100,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash Equivalents

 

Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception.  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 a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. The Fund had a balance of $3,171,684 and $4,476,336 in money market funds on June 30, 2013 and December 31, 2012, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.

 

Collateral, Due from/to Broker

 

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect

41
 

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, the Bank of New York Mellon, 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. New York time.  The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of Natural Gas Futures Contracts, the administrator uses the NYMEX closing price (currently 2:30 p.m. New York time). 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. New York time. The value of over-the-counter natural gas interests is determined based on the value of the commodity or futures contract underlying such natural gas 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 natural gas interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day. Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes.  NAV includes any unrealized profit or loss on open natural gas interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Market value per share represents the closing price on the last trading day of the quarter as reported by the NYSE Arca. If such a closing price is not available, the bid/ask midpoint at 4 p.m. as reported by the NYSE Arca was used.

 

Sponsor Fee and Allocation of Expenses

 

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 Fund. For these services, 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 Sponsor had waived the management fee for this Fund for the period August 1, 2011 through July 31, 2012. For the three months ended June 30, 2013, the Fund recorded a management fee expense of $9,358. For the six months ended June 30, 2013, the Fund recorded a management fee expense of $19,540.

 

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, the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements.  Certain aggregate expenses common to all Funds managed by the Sponsor are allocated to each Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses. All asset-based fees and expenses are calculated on the prior day’s net assets. On July 29, 2011, the Sponsor filed a Form 8-K with the SEC which stated that effective August 1, 2011, the Sponsor has agreed to voluntarily cap the management fee and expenses of NAGS at 1.5% per annum of the daily net assets of the Fund. The cap may be terminated by the Sponsor at any time with 90 days’ notice. This action by the Sponsor resulted in an approximate $17,200 and $36,300 reduction in expenses to the Fund for the three and six months ended June 30, 2013, respectively. Additional expenses of the Fund may be paid by the Sponsor in future periods.

 

 

42
 

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 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities 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 securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On June 30, 2013 and December 31, 2012, in the opinion of the Trust and the Fund, the reported value of the Natural Gas Futures Contracts traded on the NYMEX fairly reflected the value of the Natural Gas Futures Contracts held by the Fund, and no adjustments were necessary.

  

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 or the NYMEX, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy.  OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.

 

Net Income (Loss) per Share

 

Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.

43
 

New Accounting Pronouncements

The FASB issued ASU No. 2013-08, “Financial Services-Investment Companies (Topic 946)-Amendments to the Scope, Measurement, and Disclosure Requirements”. ASU No. 2013-08 affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. We anticipate the adoption will not have a significant impact on the financial statements disclosures for the Trust or the Fund.

 

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Amendments of the FASB Accounting Standards Codification and Disclosures about Offsetting Assets and Liabilities in U.S. GAAP and IFRS.” ASU No. 2011-11 clarifies existing requirements for balance sheet offsetting and for disclosures about the offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied retrospectively for all comparative periods presented. For public entities, the amendments are effective for annual reporting periods beginning on or after January 1, 2013. The adoption did not have a significant impact on the financial statement disclosures for the Fund.

 

Note 3 – Fair Value Measurements

 

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 2.  The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012:

 

June 30, 2013                

 

              Balance as of 
Assets:  Level 1   Level 2   Level 3   June 30, 2013 
Cash equivalents  $3,171,684   $-   $-   $3,171,684 

 

              Balance as of 
Liabilities:  Level 1   Level 2   Level 3   June 30, 2013 
Commodity futures contracts  $159,860   $-   $-   $159,860 

 

 

December 31, 2012

              Balance as of 
Assets:  Level 1   Level 2   Level 3   December 31, 2012 
Cash equivalents  $4,476,336   $-   $-   $4,476,336 
Commodity futures contracts   9,550    -    -    9,550 
Total  $4,485,886   $-   $-   $4,485,886 

 

               Balance as of 
Liabilities:  Level 1   Level 2   Level 3   December 31, 2012 
Commodity futures contracts  $233,919   $-   $-   $233,919 

 

During the three and six months ended June 30, 2013 and 2012, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Note 4 – Derivative Instruments and Hedging Activities

 

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities.  Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment.  The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks.  In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of  its counterparties to meet the terms of their contracts.  For the three and six months ended June 30, 2013 and 2012, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund.  Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.

 

The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities.  A customer's cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s

44
 

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 as of June 30, 2013 and December 31, 2012.

 

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Natural gas futures contracts  $159,860   $-   $159,860   $-   $159,860   $- 

 

Offsetting of Financial Assets and Derivative Assets as of December 31, 2012

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Assets   Liabilities   Liabilities   Instruments   Received   Net Amount 
Commodity price                              
   Natural gas futures contracts  $9,550   $-   $9,550   $9,550   $-   $- 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of December 31, 2012

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount 
Commodity price                              
   Natural gas futures contracts  $233,919   $-   $233,919   $9,550   $224,369   $- 

 

The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of commodity futures contracts categorized by primary underlying risk:

 

Three months ended June 30, 2013

 

    Realized Gain on     Net Change in Unrealized Loss 
Primary Underlying Risk  Derivative Instruments   on Derivative Instruments 
Commodity price          
Commodity futures contracts  $11,680   $(428,040)
           

Three months ended June 30, 2012

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (63,608 )   $ 197,507  

 

45
 

Six months ended June 30, 2013

 

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (99,059 )   $ 64,509  

 

Six months ended June 30, 2012

 

    Realized Loss on     Net Change in Unrealized Gain  
Primary Underlying Risk   Derivative Instruments     on Derivative Instruments  
Commodity price                
Commodity futures contracts   $ (567,888 )   $ 330,077  

 

 

Volume of Derivative Activities

 

The notional amounts and number of contracts categorized by primary underlying risk, commodity price risk, are included in the schedule of investments as of June 30, 2013 and December 31, 2012. 

 

Note 5 – Financial Highlights

 

The following table presents per unit performance data and other supplemental financial data for the six months ended June 30, 2013 and 2012. This information has been derived from information presented in the financial statements.

 

Per Share Operation Performance for the six months ended June 30, 2013        
Net asset value at beginning of period   $ 11.56  
Income from investment operations:        
Investment income     -  
Net realized and unrealized loss on commodity futures contracts     (0.29 )
Total expenses     (0.10 )
Net decrease in net asset value     (0.39 )
Net asset value at end of period   $ 11.17  
Total Return     (3.37 )%
Ratios to Average Net Assets (Annualized)        
Total expense     1.47 %
Net investment loss     (1.43 )%

  

 

Per Share Operation Performance for the six months ended June 30, 2012        
Net asset value at beginning of period   $ 13.81  
Income from investment operations:        
Investment income     0.01  
Net realized and unrealized loss on commodity futures contracts     (1.90 )
Total expenses     (0.09 )
Net decrease in net asset value     (1.98 )
Net asset value at end of period   $ 11.83  
Total Return     (14.34 )%
Ratios to Average Net Assets        
Total expense     1.52 %
Net investment loss     (1.45 )%

 

On July 29, 2011, the Sponsor filed a Form 8-K with the SEC which stated that effective August 1, 2011, the Sponsor has agreed to voluntarily cap the management fee and expenses of NAGS at 1.5% per annum of the daily net assets of the Fund. The cap may be terminated by the Sponsor at any time with 90 days’ notice. This action by the Sponsor resulted in an approximate $36,300 reduction in expenses to the Fund for the six months ended June 30, 2013 and approximately, $8,000 reduction in expenses to the Fund for the six months ended June 30, 2012. In addition, the Sponsor can waive the management fee; this action resulted in an approximate $10,000 reduction in expenses for the Fund for the six month period ending June 30, 2012. Additional expenses of the Fund may be paid by the Sponsor in future periods.

 

Total returns are calculated based on the change in value during the period. An individual shareholder’s total return and ratio may vary from the above total returns and ratios based on the timing of contributions to and withdrawals from the Fund.

 

46
 

The financial highlights per share data are calculated using the average of the daily shares outstanding for the reporting period, which is inclusive of the last day of the period under report. The asset-based per share data in the financial highlights are calculated using the prior day’s net assets consistent with the methodology used to calculate asset-based fees and expenses.

 

Note 6 – 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 7 – Subsequent Events

 

The Trust evaluates subsequent events through the date when financial statements are filed with the SEC.

 

For the period July 1, 2013 through August 9, 2013, there was nothing to report.

47
 

TEUCRIUM WTI CRUDE OIL FUND

STATEMENTS OF ASSETS AND LIABILITIES

 

    June 30, 2013   December 31, 2012  
    (Unaudited)    
Assets                  
                   
Equity in BNY Mellon trading accounts:                
Cash and cash equivalents   $ 1,876,463     $ 1,845,910  
Commodity futures contracts     61,292       44,872  
Collateral, due from broker     16,023       137,328  
Interest receivable     123       123  
Other assets     14,832       26,866  
Total assets     1,968,733       2,055,099  
                 
Liabilities                
                 
Commodity futures contracts     6,720       58,090  
Management fee payable to Sponsor     -       1,626  
Other liabilities     1,870       1,636  
Total liabilities     8,590       61,352  
                 
Net assets   $ 1,960,143     $ 1,993,747  
                 
Shares outstanding     50,002       50,002  
                 
Net asset value per share   $ 39.20     $ 39.87  
                 
Market value per share   $ 39.15     $ 38.53  

 

The accompanying notes are an integral part of these financial statements.

48
 

TEUCRIUM WTI CRUDE OIL FUND

SCHEDULE OF INVESTMENTS

June 30, 2013

 

     Percentage of   Notional Amount 
Description: Assets  Fair Value   Net Assets   (Long Exposure) 
Cash equivalents            
Money market funds               
    Dreyfus Cash Management Plus  $1,876,463    95.73%     
Commodity futures contracts               
United States WTI crude oil futures contracts               
   WTI crude oil futures (7 contracts, settlement date
      November 20, 2013)		  $36,092    1.84%  $660,660 
   WTI crude oil futures (7 contracts, settlement date
      May 20, 2014)		   25,200    1.29    635,180 
Total commodity futures contracts  $61,292    3.13%  $1,295,840 

 

 

     Percentage of   Notional Amount
Description: Liabilities  Fair Value   Net Assets   (Long Exposure)
Commodity futures contracts             
United States WTI crude oil futures contracts             
   WTI crude oil futures (8 contracts, settlement date
      November 20, 2014)		  $6,720    0.34%  $705,760

 

The accompanying notes are an integral part of these financial statements.

 

 

 

49
 

TEUCRIUM WTI CRUDE OIL FUND

SCHEDULE OF INVESTMENTS

December 31, 2012

 

  Fair   Percentage of   Notional Amount 
Description: Assets  Value   Net Assets   (Long Exposure) 
Cash equivalents               
Money market funds               
    Dreyfus Cash Management Plus  $1,845,910    92.58%     
Commodity futures contracts               
United States WTI crude oil futures contracts               
   WTI crude oil futures (6 contracts, settlement date
      November 20, 2013)		  $24,312    1.22%  $560,220 
   WTI crude oil futures (8 contracts, settlement date
      November 20, 2014)		   20,560    1.03    733,040 
Total commodity futures contracts  $44,872    2.25%  $1,293,260 

 

 

  Fair   Percentage of   Notional Amount
Description: Liabilities  Value   Net Assets   (Long Exposure)
Commodity futures contracts             
United States WTI crude oil futures contracts             
   WTI crude oil futures (8 contracts, settlement date
      May 21, 2013)		  $58,090    2.91%  $ 747,920

 

The accompanying notes are an integral part of these financial statements.

50
 

TEUCRIUM WTI CRUDE OIL FUND

STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three months ended   Three months ended   Six months ended   Six months ended 
   June 30, 2013   June 30, 2012   June 30, 2012   June 30, 2012 
Income                    
Realized and unrealized (loss) gain on trading of commodity futures contracts:                    
Realized (loss) gain on commodity futures contracts  $(77,810)  $37,737   $(87,130)  $43,347 
Net change in unrealized appreciation or depreciation on commodity futures contracts   15,180    (511,027)   67,790    (286,507)
Interest income   238    690    502    1,345 
Total loss   (62,392)   (472,600)   (18,838)   (241,815)
Expenses                    
Management fees   -    6,810    -    16,672 
Professional fees   6,893    13,309    12,373    15,493 
Distribution and marketing fees   446    4,436    2,393    29,188 
Custodian fees and expenses   -    32,211    -    64,421 
Brokerage commissions   -    204    -    299 
Other expenses   -    250    -    250 
Total expenses   7,339    57,220    14,766    126,323 
Net loss  $(69,731)  $(529,820)  $(33,604)  $(368,138)
                     
Net loss per share  $(1.40)  $(7.86)  $(0.67)  $(5.88)
Net loss per weighted average share  $(1.39)  $(8.26)  $(0.67)  $(4.93)
Weighted average shares outstanding   50,002    64,132    50,002    74,727 

 

 

The accompanying notes are an integral part of these financial statements.

51
 

TEUCRIUM WTI CRUDE OIL FUND

STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

 

    Six months ended   Six months ended
    June 30, 2013   June 30, 2012
Operations                
Net loss   $ (33,604 )   $ (368,138 )
Capital transactions                
Redemption of Shares     -       (2,148,469 ) 
Net change in net assets     (33,604 )     (2,516,607 ) 
                 
Net assets, beginning of period     1,993,747       4,445,013  
                 
Net assets, end of period   $ 1,960,143     $ 1,928,406  
Net asset value per share at beginning of period   $ 39.87     $ 44.45  
                 
At end of period   $ 39.20     $ 38.57  

 

The accompanying notes are an integral part of these financial statements.

52
 

TEUCRIUM WTI CRUDE OIL FUND

STATEMENTS OF CASH FLOWS

(Unaudited)

 

    Six months ended   Six months ended
    June 30, 2013   June 30, 2012
Cash flows from operating activities:                
Net loss   $ (33,604 )   $ (368,138 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Net change in unrealized appreciation or depreciation on commodity futures contracts     (67,790 )      286,507  
Changes in operating assets and liabilities:                
Collateral, due from broker     121,305       (280,907 )
Interest receivable     -       171  
Other assets     12,034       14,121  
Management fee payable to Sponsor     (1,626 )     (3,123 ) 
Other liabilities     234       17,044  
Net cash provided by (used in) operating activities     30,553       (334,325 )
                 
Cash flows from financing activities:                
Redemption of Shares     -       (2,148,469 ) 
                 
Net change in cash and cash equivalents     30,553       (2,482,794 ) 
Cash and cash equivalents, beginning of period     1,845,910       4,139,910  
Cash and cash equivalents, end of period   $ 1,876,463     $ 1,657,116  

 

 

The accompanying notes are an integral part of these financial statements.

53
 

NOTES TO FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

 

Note 1 – Organization and Operation

 

Teucrium WTI Crude Oil Fund (referred to herein as “CRUD” 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 “CRUD,” 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 crude oil 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 the Fund is to have the daily changes in percentage terms of the Shares’ Net Asset Value (“NAV”) reflect the daily changes in percentage terms of a weighted average of the closing settlement prices for futures contracts for WTI crude oil, also known as Texas Light Sweet Crude Oil (“Oil Futures Contracts”) traded on the NYMEX, specifically (1) the nearest to spot September or December Oil Futures Contract, weighted 35%; (2) the September or December Oil Futures Contract following the aforementioned (1), weighted 30%; and (3) the next December Oil Future Contract that immediately follows the aforementioned (2), weighted 35%. (This weighted average of the three referenced WTI Crude Oil Futures Contracts is referred to herein as the “CRUD Benchmark,” and the three WTI Crude Oil Futures Contracts that at any given time make up the Benchmark are referred to herein as the “CRUD Benchmark Component Futures Contracts.”)

 

The Fund commenced investment operations on February 23, 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 a member of the National Futures Association (the “NFA”) and became a commodity pool operator registered with the Commodity Futures Trading Commission (the “CFTC”) effective November 10, 2009. 

 

On October 22, 2010, the Fund’s initial registration of 15,000,000 shares on Form S-1 was declared effective by the SEC. On February 23, 2011, the Fund listed its shares on the NYSE Arca under the ticker symbol “CRUD.” On the day prior to that, the Fund issued 100,000 shares in exchange for $5,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on February 23, 2011 by purchasing commodity futures contracts traded on the NYMEX. On December 31, 2010, the Fund had two shares outstanding, which were owned by the Sponsor.

 

The accompanying unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (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 six months ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

 

Note 2 – 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.

 

Reclassifications

 

Certain amounts in prior periods have been reclassified to conform to current period presentation.

 

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 and deposits with the Futures Commission Merchant are recognized on the accrual basis. The Fund earns interest on its assets denominated in U.S. dollars on deposit with the Futures Commission Merchant. In addition, the Fund earns interest on funds held at the custodian at prevailing market rates for such investments.

 

 

54
 

Brokerage Commissions

 

Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.

 

Income Taxes

 

For tax purposes, the Fund will be treated as a partnership. The Fund does not record a provision for income taxes because the partners 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.  The Fund is subject to income tax examinations by major taxing authorities for all tax years since inception. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized results in the Fund recording a tax liability that reduces net assets.  Based on its analysis, the Fund has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2013 and December 31, 2012.  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 periods ended June 30, 2013 and 2012.

 

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.  The Fund’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

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. New York time 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. New York time on the day the order to redeem the basket is properly received.

 

The Fund receives or pays the proceeds from shares sold or redeemed within three business days after the trade date of the purchase or redemption. The amounts due from Authorized Purchasers are reflected in the Fund’s statements of assets and liabilities as receivable for shares sold. Amounts payable to Authorized Purchasers upon redemption are reflected in the Fund’s statements of assets and liabilities as payable for shares redeemed. 

 

As outlined in the most recent Form S-1 filing, 50,000 shares represents two Redemption Baskets for the Fund and a minimum level of shares. Effective May 18, 2012, the Fund had a minimum number of shares and this situation continued through June 30, 2013. No redemptions can be made until additional shares are created.

 

Allocation of Shareholder Income and Losses

 

Profit or loss is allocated among the shareholders of the Fund in proportion to the number of shares each shareholder holds as of the close of each month.

 

Cash Equivalents

 

Cash equivalents are highly-liquid investments with original maturity dates of three months or less at inception.  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 a substantial portion of its assets on deposit with banks. Assets deposited with the bank may, at times, exceed federally insured limits. The Fund had a balance of $1,876,463 and $1,845,910 in money market funds at June 30, 2013 and December 31, 2012, respectively; these balances are included in cash and cash equivalents on the statements of assets and liabilities.  

 

Collateral, Due from/to Broker

 

Margin is the minimum amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than are customary in other forms of investment or speculation. As discussed below, adverse price

55
 

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, the Bank of New York Mellon, 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. New York time.  The NAV for a particular trading day is released after 4:15 p.m. New York time.

 

In determining the value of WTI Crude Oil Futures Contracts, the administrator uses the NYMEX closing price (typically 2:30 p.m. New York time).  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. New York time. The value of over-the-counter crude oil interests is determined based on the value of the commodity or futures contract underlying such crude oil 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 crude oil interest.  For purposes of financial statements and reports, the Sponsor will recalculate the NAV where necessary to reflect the “fair value” of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day.  Treasury securities held by the Fund are valued by the administrator using values received from recognized third-party vendors and dealer quotes.  NAV includes any unrealized profit or loss on open crude oil interests and any other income or expense accruing to the Fund but unpaid or not received by the Fund.

 

Market value per share represents the closing price on the last trading day of the quarter as reported by the NYSE Arca. If such a closing price is not available, the bid/ask midpoint at 4 p.m. as reported by the NYSE Arca was used.

 

Sponsor Fee and Allocation of Expenses

 

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 Fund. For these services, 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 Sponsor elected to waive the management fee for the three and six months ended June 30, 2013; this action by the Sponsor resulted in an approximate $5,000 and $10,000 reduction in fees for these periods, respectively.

 

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, the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds managed by the Sponsor are allocated to each Fund based on activity drivers deemed most appropriate by the Sponsor for such expenses. All asset-based fees and expenses are calculated on the prior day’s net assets. The Sponsor may, at its discretion, pay certain expenses on behalf of the Fund. For the three and six months ended June 30, 2013, approximately $11,000 and $28,000 of expenses which were paid by the Sponsor that normally would have been paid by the Fund. For these same periods in 2012, the amounts were $0 and $14,500, respectively. Additional expenses of the Fund may be paid by the Sponsor in future periods.

 

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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 securities.  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 security to security and is affected by a wide variety of factors including, the type of security, whether the security 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 securities existed.  Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for securities 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 securities.  This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.  When such a situation exists on a quarter close, the Sponsor will calculate the NAV on a particular day using the Level 1 valuation, but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level 2 or Level 3) and will report such NAV in its applicable financial statements and reports.

 

On June 30, 2013 and December 31, 2012, in the opinion of the Trust and the Fund, the reported value of the WTI Crude Oil Futures Contracts traded on the NYMEX fairly reflected the value of the WTI Crude Oil Futures Contracts held by the Fund, and no adjustments were necessary.

 

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 or the NYMEX, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy.  OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.

 

Net Income (Loss) per Share

 

Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.

 

 

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New Accounting Pronouncements

The FASB issued ASU No. 2013-08, “Financial Services-Investment Companies (Topic 946)-Amendments to the Scope, Measurement, and Disclosure Requirements”. ASU No. 2013-08 affects the scope, measurement, and disclosure requirements for investment companies under U.S. GAAP. ASU 2013-08 is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013. We anticipate the adoption will not have a significant impact on the financial statements disclosures for the Trust or the Fund.

 

In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Amendments of the FASB Accounting Standards Codification and Disclosures about Offsetting Assets and Liabilities in U.S. GAAP and IFRS.” ASU No. 2011-11 clarifies existing requirements for balance sheet offsetting and for disclosures about the offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position in converged guidance of the FASB and the International Accounting Standards Board. The amendments are to be applied retrospectively for all comparative periods presented. For public entities, the amendments are effective for annual reporting periods beginning on or after January 1, 2013. The adoption did not have a significant impact on the financial statement disclosures for the Fund.

 

Note 3 – Fair Value Measurements

 

The Fund’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Fund’s significant accounting policies in Note 2.  The following table presents information about the Fund’s assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012:

 

June 30, 2013

              Balance as of 
Assets:  Level 1   Level 2   Level 3   June 30, 2013 
Cash equivalents  $1,876,463   $-   $-   $1,876,463 
Commodity futures contracts   61,292    -    -    61,292 
Total  $1,937,755   $-   $-   $1,937,755 

 

              Balance as of 
Liabilities:  Level 1   Level 2   Level 3   June 30, 2013 
Commodity futures contracts  $6,720   $-   $-   $6,720 

 

December 31, 2012  

              Balance as of 
Assets:  Level 1   Level 2   Level 3   December 31, 2012 
Cash equivalents  $1,845,910   $-   $-   $1,845,910 
Commodity futures contracts   44,872    -    -    44,872 
Total  $1,890,782   $-   $-   $1,890,782 

 

 

 

              Balance as of 
Liabilities:  Level 1   Level 2   Level 3   December 31, 2012 
Commodity futures contracts  $58,090   $-   $-   $58,090 

 

During the three and six months ended June 30, 2013 and 2012, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.

 

Note 4 – Derivative Instruments and Hedging Activities

 

In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities.  Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment.  The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks.  In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of  its counterparties to meet the terms of their contracts.  For the three and six months ended June 30, 2013 and 2012, the Fund invested only in commodity futures contracts.

 

Futures Contracts

 

The Fund is subject to commodity price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”).  Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded

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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 as of June 30, 2013 and December 31, 2012.

 

Offsetting of Financial Assets and Derivative Assets as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Assets   Liabilities   Liabilities   Instruments   Received   Net Amount 
Commodity price                              
   WTI crude oil futures contracts  $61,292   $-   $61,292   $6,720   $-   $54,572 

 

Offsetting of Financial Liabilities and Derivative Liabilities as of June 30, 2013

 

    (i)     (ii)   (iii) = (i) – (ii)   (iv)     (v) = (iii) – (iv) 
                            Gross Amount Not Offset in the      
                            Statement of Assets and Liabilities      
            Gross Amount     Net Amount             
            Offset in the     Presented in the             
    Gross Amount     Statement of   Statement of             
    of Recognized     Assets and   Assets and   Financial   Cash Collateral     
Description  Liabilities   Liabilities   Liabilities   Instruments   Pledged   Net Amount