Teucrium Commodity Trust
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 5, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 8. Report of Independent Registered Public Accounting Firm
| GRANT THORNTON LLP 757 Third Ave., 9th Floor New York, NY 10017 D+1 212 599 0100 F+1 212 370 4520 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor and Shareholders of Teucrium Agricultural Fund Opinion on the financial statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments of Teucrium Agricultural Fund (a series of Teucrium Commodity Trust) (the “Fund”) as of December 31, 2024 and 2023, the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2024 , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Fund’s auditor since 2014. New York, New York March 5, 2025 |
|---|---|
| GT.COM | Grant Thornton LLP is the U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership. |
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Assets | ||
| Cash equivalents | $8,570 | $11,208 |
| Interest receivable | 35 | 55 |
| Other assets | 1,180 | - |
| Equity in trading accounts: | ||
| Investments in exchange traded funds, at fair value (cost: $12,632,301 and $19,469,359 as of December 31, 2024 and December 31, 2023 respectively) | 10,344,458 | 18,401,900 |
| Total assets | 10,354,243 | 18,413,163 |
| Liabilities | ||
| Other liabilities | 832 | 4,037 |
| Net assets | $10,353,411 | $18,409,126 |
| Shares outstanding | 412,502 | 625,002 |
| Shares authorized | * | * |
| Net asset value per share | $25.10 | $29.45 |
| Market value per share | $25.12 | $29.41 |
*On April 7, 2022, the Teucrium Agricultural Fund registered an indeterminate number of Shares of the Fund pursuant to Rule 456(d) under the Securities Act of 1933.
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Exchange-traded funds | |||||
| Teucrium Corn Fund | $2,594,798 | 25.06% | 138,311 | ||
| Teucrium Soybean Fund | 2,619,232 | 25.30 | 122,016 | ||
| Teucrium Sugar Fund | 2,513,606 | 24.28 | 220,370 | ||
| Teucrium Wheat Fund | 2,616,822 | 25.27 | 542,032 | ||
| Total exchange-traded funds | $12,632,301 | $10,344,458 | 99.91% | ||
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 4.200% | $8,570 | $8,570 | 0.08% | 8,570 |
F-105
TEUCRIUM AGRICULTURAL FUND
| Percentage of | |||||
|---|---|---|---|---|---|
| Description: Assets | Yield | Cost | Fair Value | Net Assets | Shares |
| Exchange-traded funds | |||||
| Teucrium Corn Fund | $4,567,949 | 24.81% | 211,348 | ||
| Teucrium Soybean Fund | 4,546,758 | 24.70 | 168,219 | ||
| Teucrium Sugar Fund | 4,624,253 | 25.12 | 371,871 | ||
| Teucrium Wheat Fund | 4,662,940 | 25.33 | 779,782 | ||
| Total exchange-traded funds | $19,469,359 | $18,401,900 | 99.96% | ||
| Cash equivalents | |||||
| Money market funds | |||||
| U.S. Bank Deposit Account | 5.270% | $11,208 | $11,208 | 0.06% | 11,208 |
F-106
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
| Income | |||
| Realized and unrealized gain (loss) on trading of securities: | |||
| Realized (loss) gain on securities | $(1,102,822) | $(96,992) | $182,252 |
| Net change in unrealized depreciation on securities | (1,220,384) | (1,214,870) | (1,231,110) |
| Interest income | 495 | 590 | 432 |
| Total loss | (2,322,711) | (1,311,272) | (1,048,426) |
| Expenses | |||
| Professional fees | 69,463 | 217,608 | 79,712 |
| Distribution and marketing fees | 139,704 | 190,696 | 187,385 |
| Custodian fees and expenses | 12,874 | 23,747 | 19,180 |
| Business permits and licenses fees | 13,617 | 14,109 | 13,601 |
| General and administrative expenses | 11,991 | 18,990 | 13,821 |
| Other expenses | 131 | 8 | 39 |
| Total expenses | 247,780 | 465,158 | 313,738 |
| Expenses waived by the Sponsor | (235,747) | (440,191) | (262,928) |
| Total expenses, net | 12,033 | 24,967 | 50,810 |
| Net loss | $(2,334,744) | $(1,336,239) | $(1,099,236) |
| Net (decrease) increase in net asset value per share | $(4.35) | $(1.90) | $4.34 |
| Net loss per weighted average share | $(4.72) | $(1.49) | $(0.92) |
| Weighted average Shares outstanding | 494,947 | 897,742 | 1,189,659 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
| Operations | |||
| Net loss | $(2,334,744) | $(1,336,239) | $(1,099,236) |
| Capital transactions | |||
| Issuance of Shares | - | - | 45,566,391 |
| Redemption of Shares | (5,720,971) | (19,829,880) | (19,071,565) |
| Total capital transactions | (5,720,971) | (19,829,880) | 26,494,826 |
| Net change in net assets | (8,055,715) | (21,166,119) | 25,395,590 |
| Net assets, beginning of period | $18,409,126 | $39,575,245 | $14,179,655 |
| Net assets, end of period | $10,353,411 | $18,409,126 | $39,575,245 |
| Net asset value per share at beginning of period | $29.45 | $31.35 | $27.01 |
| Net asset value per share at end of period | $25.10 | $29.45 | $31.35 |
| Creation of Shares | - | - | 1,362,500 |
|---|---|---|---|
| Redemption of Shares | 212,500 | 637,500 | 625,000 |
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
| Cash flows from operating activities: | |||
| Net loss | $(2,334,744) | $(1,336,239) | $(1,099,236) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
| Net change in unrealized depreciation appreciation on securities | 1,220,384 | 1,214,870 | 1,231,110 |
| Changes in operating assets and liabilities: | |||
| Net sale (purchase) of investments in securities | 6,837,058 | 19,955,928 | (26,625,789) |
| Interest receivable | 20 | (23) | (29) |
| Other assets | (1,180) | 622 | (592) |
| Other liabilities | (3,205) | 1,214 | (375) |
| Net cash provided by (used in) operating activities | 5,718,333 | 19,836,372 | (26,494,911) |
| Cash flows from financing activities: | |||
| Proceeds from sale of Shares | - | - | 45,566,391 |
| Redemption of Shares | (5,720,971) | (19,829,880) | (19,071,565) |
| Net cash (used in) provided by financing activities | (5,720,971) | (19,829,880) | 26,494,826 |
| Net change in cash equivalents | (2,638) | 6,492 | (85) |
| Cash equivalents, beginning of period | 11,208 | 4,716 | 4,801 |
| Cash equivalents, end of period | $8,570 | $11,208 | $4,716 |
Teucrium Agricultural Fund (referred to herein as “TAGS” or the “Fund”) is a series of Teucrium Commodity Trust (“Trust”), a Delaware statutory trust organized on* September 11, 2009.The Fund operates pursuant to the Trust’s Fifth Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”). The Fund was formed on March 29, 2011and is managed and controlled by Teucrium Trading, LLC (the “Sponsor”). The Sponsor is a limited liability company formed in Delaware on July 28, 2009.*The Sponsor is registered as a commodity pool operator (“CPO”) and a commodity trading adviser (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
On* April 22, 2011,a registration statement was filed with the Securities and Exchange Commission (“SEC”). On February 10, 2012,the Fund’s initial registration of 5,000,000 Shares on Form S-1 was declared effective by the SEC. On March 28, 2012,the Fund listed its Shares on the NYSE Arca under the ticker symbol “TAGS.” On the business day prior to that, the Fund issued 300,000 Shares in exchange for $15,000,000 at the Fund’s initial NAV of $50 per share. The Fund also commenced investment operations on March 28, 2012by purchasing Shares of the Underlying Funds. On December 31, 2011,the Fund hadtwo Shares outstanding, which were owned by the Sponsor. The current registration statement for TAGS was declared effective on April 7, 2022.*This registration statement for TAGS registered an indeterminate number of Shares.
The investment objective of the TAGS is to have the daily changes in percentage terms of the NAV of its Shares reflect the daily changes in percentage terms of a weighted average (the “Underlying Fund Average”) of the NAVs per share offour other commodity pools that are series of the Trust and are sponsored by the Sponsor: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund and the Teucrium Sugar Fund (collectively, the “Underlying Funds”). The Underlying Fund Average will have a weighting of 25% to each Underlying Fund, and the Fund’s assets will be rebalanced, generally on a daily basis, to maintain the approximate 25% allocation to each Underlying Fund:
TAGS Benchmark
| Underlying Fund | Weighting |
|---|---|
| CORN | 25% |
| SOYB | 25% |
| CANE | 25% |
| WEAT | 25% |
The Fund seeks to provide daily investment results that reflect the combined daily performance of the Underlying Funds. Under normal market conditions, the Fund seeks to achieve its investment objective generally by investing equally in Shares of each Underlying Fund and, to a lesser extent, cash equivalents. The Fund’s investments in Shares of Underlying Funds is rebalanced, generally on a daily basis, in order to maintain approximately a 25% allocation of the Fund’s assets to each Underlying Fund. (This weighted average is referred to herein as the Underlying Fund’s “Benchmark,” the Futures Contracts that at any given time make up an Underlying Fund’s Benchmark are referred to herein as the Underlying Fund’s “Benchmark Component Futures Contracts,” and the commodity specified in the Underlying Fund’s name is referred to herein as its “Specified Commodity.”) Specifically, the Teucrium Corn Fund’s Benchmark is: (1) thesecond to expire Futures Contract for corn traded on the Chicago Board of Trade (“CBOT”), weighted 35%, (2) thethird to expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT corn Futures Contract expiring in the* Decemberfollowing the expiration month of thethird* to expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) thesecond to expire CBOT wheat Futures Contract, weighted 35%, (2) thethird to expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT wheat Futures Contract expiring in the* Decemberfollowing the expiration month of thethird* to expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) thesecond to expire CBOT soybean Futures Contract, weighted 35%, (2) thethird to expire CBOT soybean Futures Contract, weighted 30%, and (3) the CBOT soybean Futures Contract expiring in the* Novemberfollowing the expiration month of thethird* to expire contract, weighted 35%, except that CBOT soybean Futures Contracts expiring in* Augustand Septemberwillnot* be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) thesecond to expire SugarNo. 11 Futures Contract traded on ICE Futures US (“ICE Futures”), weighted 35%, (2) thethird to expire ICE Futures SugarNo. 11 Futures Contract, weighted 30%, and (3) the ICE Futures SugarNo. 11 Futures Contract expiring in the* Marchfollowing the expiration month of thethird* to expire contract, weighted 35%.
F-110
While the Fund expects to maintain substantially all of its assets in Shares of the Underlying Funds at all times, the Fund* may*hold some residual amount of assets in obligations of the United States government (“Treasury Securities”) or cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Commodity Interests to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Commodity Interests. After fulfilling such margin and collateral requirements, the Underlying Funds will invest the remainder of the proceeds from the sale of baskets in Treasury Securities or cash equivalents, and/or merely hold such assets in cash. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity Interests, in Treasury Securities, and cash and cash equivalents. The Fund and the Underlying Funds will seek to earn interest income from the Treasury Securities and cash equivalents that it purchases and on the cash it holds through the Fund’s custodian and other financial institutions.
Subject to the terms of the Trust Agreement, Teucrium Trading, LLC, in its capacity as the Sponsor,* may*terminate a Fund at any time, regardless of whether the Fund has incurred losses, including, for instance, if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. However,no level of losses will require the Sponsor to terminate a Fund.
The Sponsor employs U.S. Bank, N.A. as the Custodian for the Funds. The principal business address for U.S. Bank, N.A is5065 Wooster Rd, Cincinnati, Ohio45226. U.S. Bank N.A. is a national banking association organized and existing under the laws of the United States of America with its principal place of business at Minneapolis, Minnesota. The principal address for U.S. Bancorp Fund Services, LLC doing business as U.S. Bank Global Fund Services (“Global Fund Services”) is615 E. Michigan Street, Milwaukee, WI53202. In addition, effective on the Conversion Date, Global Fund Services, a wholly owned subsidiary of U.S. Bank, N.A. commenced serving as administrator for each Fund, performing certain administrative, accounting services, and preparing certain SEC reports on behalf of the Funds, and also became the registrar and transfer agent for each Fund’s Shares. For such services, U.S. Bank, N.A. and Global Fund Services will receive an asset-based fee, subject to a minimum annual fee.
For custody services, the Funds will pay to U.S. Bank, N.A.0.0075% of average gross assets up to*$1* billion, and 0.0050% of average gross assets over*$1* billion, annually, plus certain per-transaction charges. For Transfer Agency, Fund Accounting and Fund Administration services, which are based on the total assets for all the Funds in the Trust, the Funds will pay to Global Fund Services 0.05% of average gross assets on thefirst $500 million,0.04% on the next*$500* million,0.03% on the next*$2* billion, and 0.02% on the balance over*$3* billion annually. A combined minimum annual fee of up to $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund. These services are recorded in custodian fees and expenses on the statements of operations. A summary of these expenses is included below.
The Sponsor employs PINE Distributors LLC, ("PINE" or the "Marketing Agent") as the Marketing Agent for the Funds. The Distribution Services Agreement among the Marketing Agent, the Sponsor, and the Trust calls for the Marketing Agent to work with the Transfer Agent in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising materials. The Marketing Agent and the Sponsor have also entered into an agreement under which certain employees and officers of the Sponsor are licensed as registered representatives of the Marketing Agent. These persons engage in certain marketing activities for the Funds. For its services as the Marketing Agent, PINE receives a fee of 0.0075% of the Fund’s average daily net assets and an aggregate annual fee of $75,000 for all Teucrium Funds. For its services under the RRSA, PINE receives a fee of $3,500 per registered representative and $7,500 per registered location. These services are recorded in distribution and marketing fees on the combined statements of operations. A summary of these expenses is included below.
Marex Capital Markets, Inc. (“Marex”) and StoneX Financial Inc. (“StoneX”) serve as the Funds’ clearing brokers to execute and provide other brokerage-related services. Marex and StoneX are each registered as futures commission merchants (“FCM”) with the U.S. CFTC and are members of the NFA. The clearing brokers are registered as broker-dealers with the SEC and are each a member of FINRA. Marex and StoneX are each clearing members of ICE Futures U.S., Inc., Chicago Board of Trade, Chicago Mercantile Exchange, New York Mercantile Exchange, and all other major United States commodity exchanges. For Corn, Soybean, Sugar, and Wheat Futures Contracts Marex is paid $11.00 per round turn. StoneX is paid $2.50 per round turn exclusive of pass-through fees for the exchange and the NFA. Additionally, if the monthly commissions paid by each Fund doesnot equal or exceed 16.5% return on the StoneX Capital Requirement at 9.6% of the Exchange Maintenance Margin, each Fund will pay a true up to meet that return at the end of each month. These expenses are recognized on a per-trade basis. The half-turn is recognized as an unrealized loss on the statements of operations for contracts that have been purchased since the change in recognition, and a full turn is recognized as a realized loss on the statements of operations when a contract is sold. A summary of these expenses is included in the disclosure of the Underlying Funds.
F-111
The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. For its services, the Trustee receives an annual fee of $3,300 from the Trust. These services are recorded in business permits and licenses fees on the statements of operations. A summary of these expenses is included below.
| Year Ended December 31, 2024 · Year Ended December 31, 2023 · Year Ended December 31, 2022 | ||||
|---|---|---|---|---|
| Amount Recognized for Custody Services | $12,874 | $23,747 | $19,180 | |
| Amount of Custody Services Waived | $12,874 | $20,690 | $19,180 | |
| Amount Recognized for Marketing Agent Services | $4,809 | $8,177 | $9,264 | |
| Amount of Marketing Agent Services Waived | $4,809 | $8,177 | $9,264 | |
| Amount Recognized for Wilmington Trust | $108 | $145 | $550 | |
| Amount of Wilmington Trust Waived | $108 | $145 | $ | - |
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.
The Fund qualifies as an investment company solely for accounting purposes andnot for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic946, Financial Services - Investment Companies, but isnot registered, and isnot required to be registered, as an investment company under the Investment Company Act of1940, as amended.
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of assets and liabilities as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements.
Brokerage commissions are accrued on the trade date and on a full-turn basis.
For federal income tax purposes, the Fund will be treated as a publicly traded partnership. A publicly traded partnership is generally treated as a corporation for federal income tax purposes unless90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section7704(d) of the Internal Revenue Code of1986, as amended. Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. The Fund expects that at least90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for federal income tax purposes. The Fund doesnot record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
F-112
The Fund is required to determine whether a tax position is more likely thannot 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* mayfile income tax returns in various U.S. states and foreign jurisdictions. For all tax years 2022 to2024*, the Fund remains subject to income tax examinations by major taxing authorities. The tax benefit recognized is measured as the largest amount of benefit that has a greater thanfifty 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 hasnot incurred any liability for unrecognized tax benefits as of and for the years ended* December 31, 2024*,2023, and2022. However, the Fund’s conclusions regarding this policy* maybe subject to review and adjustment at a later date based on factors including, butnot* limited to, ongoing analysis of and changes to tax laws, regulations, and interpretations thereof.
The Fund recognizes interest accrued related to unrecognized tax benefits and penalties related to unrecognized tax benefits in income tax fees payable, if assessed. No interest expense or penalties have been recognized as of and for the years ended* December 31, 2024*,2023, and2022.
The Fund* maybe 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.
Authorized Purchasers* maypurchase Creation Baskets consisting of 12,500 Shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the Shares in the Creation Basket determined as of4:00* p.m. (ET) on the day the order to create the basket is properly received.
Authorized Purchasers* mayredeem Shares from the Fund only in blocks of 12,500 Shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the Shares in the Redemption Basket determined as of4:00* p.m. (ET) on the day the order to redeem the basket is properly received.
The Fund will receive the proceeds from Shares sold or will pay for redeemed shares withinthree business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as capital Shares receivable. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for Shares redeemed.
As outlined in the most recent Form S-1 filing,50,000 Shares represent four Redemption Baskets for the Fund and a minimum level of Shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can beno more redemptions by an Authorized Purchaser.
Cash equivalents are highly liquid investments with original maturity dates of90 days or less when acquired. The Fund reported its cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has these balances of its cash equivalents on deposit with banks. Assets deposited with the bank* may,at times, exceed federally insured limits. TAGS had a balance of $8,570 and $11,208 in money market funds at December 31, 2024* and* December 31, 2023*, respectively; these balances are included in cash equivalents on the statements of assets and liabilities.
Payable/Receivable for Securities Purchased/Sold
Due from/to broker for investments in securities are securities transactions pending settlement. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. The management of the Fund monitors the financial condition of such brokers and doesnot anticipate any losses from these counterparties.
F-113
| · | Taking the current market value of its total assets and |
| · | Subtracting any liabilities |
The administrator, Global Fund Services, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or4:00 p.m. (ET). The NAV for a particular trading day will be released after4:15 p.m. (ET).
For purposes of the determining the Fund’s NAV, the Fund’s investments in the Underlying Funds will be valued based on the Underlying Funds’ NAVs. In turn, in determining the value of the Futures Contracts held by the Underlying Funds, the Administrator will use the closing price on the exchange on which they are traded. The Administrator will determine the value of all other Fund and Underlying Fund investments as of the earlier of the close of the New York Stock Exchange or4:00 p.m. (ET), in accordance with the current Services Agreement between the Administrator and the Trust. The value of over-the-counter Commodity Interests will be determined based on the value of the commodity or Futures Contract underlying such Commodity Interest, except that a fair value* maybe determined if the Sponsor believes that the Underlying Fund is subject to significant credit risk relating to the counterparty to such Commodity Interest. For purposes of financial statements and reports, the Sponsor will recalculate the NAV of an Underlying Fund where necessary to reflect the “fair value” of a Futures Contract held by an Underlying Fund when a Futures Contract held by an Underlying Fund closes at its price fluctuation limit for the day. Treasury Securities held by the Fund or Underlying Funds will be valued by the Administrator using values received from recognizedthird*-party vendors (such as Reuters) and dealer quotes. NAV will include any unrealized profit or loss on open Commodity Interests and any other credit or debit accruing to the Fund but unpaid ornot received by the Fund.
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 forone or morethird parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Trust and the Funds. In addition, the Sponsor electednot to outsource services directly attributable to the Trust and the Funds such as accounting, financial reporting, regulatory compliance and trading activities. In addition, the Fund is contractually obligated to pay a monthly management fee to the Sponsor, based on average daily net assets, at a rate equal to 1.00% per annum.
The Fund generally pays for all brokerage fees, taxes and other expenses, including licensing fees for the use of intellectual property, registration or other fees paid to the SEC, FINRA, or any other regulatory agency in connection with the offer and sale of subsequent Shares after its initial registration and all legal, accounting, printing and other expenses associated therewith. The Fund also pays its portion of the fees and expenses associated with the Trust’s tax accounting and reporting requirements. Certain aggregate expenses common to all Funds within the Trust are allocated by the Sponsor to the respective Funds based on activity drivers deemed most appropriate by the Sponsor for such expenses, including butnot limited to relative assets under management and creation order activity.
These aggregate common expenses include, but arenot limited to, legal, auditing, accounting and financial reporting, tax-preparation, regulatory compliance, trading activities, and insurance costs, as well as fees paid to the Marketing Agent, which are included in the related line item in the statements of operations. A portion of these aggregate common expenses are related to the Sponsor or related parties of principals of the Sponsor; these are necessary services to the Funds, which are primarily the cost of performing accounting and financial reporting, regulatory compliance, and trading activities that are directly attributable to the Fund. Such expenses are primarily recorded as distribution and marketing fees on the statements of operations. All asset-based fees and expenses for the Funds are calculated on the prior day’s net assets.
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | |
|---|---|---|---|
| Recognized Related Party Transactions | $95,234 | $139,022 | $125,972 |
| Waived Related Party Transactions | $68,233 | $70,069 | $86,496 |
F-114
The Sponsor has the ability to elect to pay certain expenses on behalf of the Funds or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor and Management fees waived by the Sponsor are, if applicable, presented as waived expenses in the statements of operations for each Fund. The Sponsor has determined that there would beno recovery sought for the amounts below in any future period:
| TAGS | |
|---|---|
| Year Ended December 31, 2024 | $235,747 |
| Year Ended December 31, 2023 | $440,191 |
| Year Ended December 31, 2022 | $262,928 |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2024-03 – Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic220-40). The amendments require an entity to disaggregate certain income statement line-items within the Notes to the Financial Statements. The Sponsor is evaluating the impacts to the financial statements and disclosures to the Trust and the Fund, and will plan to adopt at or before the effective date for the10K for the period ending* December 31, 2026.*
The FASB issued ASU2023-07, Segment Reporting (Topic280 Improvements to Reportable Segment Disclosures (“ASU2023-07”), which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by ASC280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more thanone performance measure. ASU2023-07 is effective for the fiscal years beginning after* December 15, 2023,and interim periods beginning with thefirst* quarter ended* March 31, 2025.Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Trust and the Fund adopted ASU2023*-07 effective* December 31, 2024and concluded that the application of this guidance didnot* have any material impact on its consolidated financial statements.
The FASB issued ASU2023-06 – Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments require an entity to disclose its accounting policy for where cash flows associated with derivative instruments and their related gains and losses are presented. The Trust and Fund already discloses the accounting policy related to the derivative gains and losses presented on the cash flow statement. The amendment was adopted early for the period ended* December 31, 2023.There isno* impact to the financial statements of the Trust or the Fund.
The FASB issued ASU2023-01, related to Leases – (Topic842). The response to concerns about applying Topic842 to related party arrangements between entities under common control. The update was adopted early for the quarter ended* March 31, 2023;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
The FASB issued ASU2022-03, related to fair value measurement (Topic820) of equity securities subject to contractual sale restrictions. Under the clarified guidance, contractual restrictions on the sale of an equity security arenot considered part of the unit of account of the equity security and, therefore, arenot considered in measuring fair value, however they do require disclosures. The amendment was adopted early for the quarter ended* June 30, 2022;the adoption didnot* have a material impact on the financial statements and disclosures of the Trust or the Fund.
F-115
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized intothree levels based on the inputs as follows:
Level1** - 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 arenot applied to Level1 financial instruments of the Underlying Funds and securities of the Fund, together the “financial instruments”. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments doesnot entail a significant degree of judgment.
F-116
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new andnot 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 donot necessarily represent the amounts that* maybe ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values maybe materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level3.* 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 arenot 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* maybe reduced for many financial instruments. This condition could cause a financial instrument to be reclassified to a lower level within the fair value hierarchy. When such a situation exists on a quarter close, the Sponsor will calculate the Net Asset Value (“NAV”) on a particular day using the Level1* valuation but will later recalculate the NAV for the impacted Fund based upon the valuation inputs from these alternative verifiable sources (Level2 or Level3) and will report such NAV in its applicable financial statements and reports.
The determination is made as of the settlement of the underlying futures contracts on the last day of trading for the reporting period. In making the determination of a Level1 or Level2 transfer, the Fund considers the average volume of the underlying futures contracts traded on the relevant exchange for the years being reported.
Investments in the financial instruments 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 Funds.
Net income (loss) per Share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of Shares outstanding was computed for purposes of disclosing net income (loss) per weighted average Share. The weighted average Shares are equal to the number of Shares outstanding at the end of the period, adjusted proportionately for Shares created or redeemed based on the amount of time the Shares were outstanding during such period.
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 Note3. The following table presents information about the Fund’s assets and liabilities measured at fair value as of* December 31, 2024* and* December 31, 2023*:
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Exchange Traded Funds | $10,344,458 | $ | - | $ | - | $10,344,458 |
| Cash Equivalents | 8,570 | - | - | 8,570 | ||
| Total | $10,353,028 | $ | - | $ | - | $10,353,028 |
| Assets: · Level 1 · Level 2 · Level 3 · Balance as of December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Exchange Traded Funds | $18,401,900 | $ | - | $ | - | $18,401,900 |
| Cash Equivalents | 11,208 | - | - | 11,208 | ||
| Total | $18,413,108 | $ | - | $ | - | $18,413,108 |
F-117
For the years ended* December 31, 2024* and* December 31, 2023*, the Fund didnot have any transfers between any of the level of the fair value hierarchy.
Note5 - Financial Highlights**
The following table presents per share performance data and other supplemental financial data for the years ended* December 31, 2024*,2023, and2022. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
| Year ended | Year ended | Year ended | |
|---|---|---|---|
| December 31, 2024 | December 31, 2023 | December 31, 2022 | |
| Per Share Operation Performance | |||
| Net asset value at beginning of period | $29.45 | $31.35 | $27.01 |
| Income (loss) from investment operations: | |||
| Net realized and unrealized (loss) gain on investment transactions | (4.33) | (1.87) | 4.38 |
| Total expenses, net | (0.02) | (0.03) | (0.04) |
| Net (decrease) increase in net asset value | (4.35) | (1.90) | 4.34 |
| Net asset value at end of period | $25.10 | $29.45 | $31.35 |
| Total Return | (14.79)% | (6.04)% | 16.06% |
| Ratios to Average Net Assets (Annualized) | |||
| Total expenses | 1.85% | 1.68% | 0.84% |
| Total expenses, net | 0.09% | 0.09% | 0.14% |
| Net investment loss | (0.09)% | (0.09)% | (0.13)% |
Note6 - 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 isnot obligated to reimburse these costs to the Sponsor. The Fund bears its own costs incurred in connection with the registration and offering of additional Shares, which include registration fees, legal fees, underwriting fees and other similar costs.
Note7 - Segment Reporting (Topic280*)***
The Teucrium Agricultural Fund is a fund focused on the business of achieving the investment objective of having the daily changes in the NAV of the Fund’s shares reflect the daily changes in a weighted average of the closing settlement prices for the Teucrium Corn Fund, the Teucrium Soybean Fund, the Teucrium Sugar Fund, and the Teucrium Wheat Fund. As such, the Fund invests and manages primarily thesefour securities, and expenses reported are a result of the management thereof. The Fund currently operates in onlyone reportable segment.
The CODM is comprised of the Sponsor’s chief executive officer, chief financial officer, and chief operating officer. The CODM reviews the operations, income, and expenses, of the Fund to confirm that it operates inone reportable segment. This review includes confirming the performance of the Fund was in accordance with the Investment Objective of the Fund as described in the Fund’s prospectus. The performance of the Fund should be a result of the performance of each underlying Fund’s respective benchmark futures contracts. Additionally, the CODM confirms that the expenses for the Fund, which are listed on the statement of operations, are related solely to the operations of the Fund. As the Fund’s operations comprise a single reporting segment, the segment assets are reflected on the accompanying statement of assets and liabilities.
Note8 - Subsequent Events**
Management has evaluated the financial statements for the year-ended* December 31, 2024* for subsequent events through the date of this filing and notedno material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than those noted below:
F-118
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Teucrium Commodity Trust (Registrant) | |
|---|---|
| By: | Teucrium Trading, LLC |
| its Sponsor | |
| By: | /s/ Sal Gilbertie |
| Name: | Sal Gilbertie |
| Title: | Chief Executive Officer |
| By: | /s/ Cory Mullen-Rusin |
| Name: | Cory Mullen-Rusin |
| Chief Financial Officer | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.