EX-99.1 2 s105915_ex99-1.htm EXHIBIT 99.1

   

Exhibit 99.1

 

ETF Managers Capital LLC — INDEX TO ANNUAL FINANCIAL STATEMENTS

 

Independent Auditor’s Report 2
Statement of Financial Condition 4
Statement of Income and Comprehensive Income 5
Statement of Changes in Members’ Capital 6
Statement of Cash Flows 7
Notes to Financial Statements 8

 

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Independent Auditors’ Report

 

To the Board of Trustees of

ETF Managers Capital, LLC

Summit, NJ 07901

 

We have audited the accompanying financial statements of ETF Managers Capital, LLC (a Delaware limited liability company), which comprise the statement of financial condition as of December 31, 2016 and 2015, the statement of operations and comprehensive income for the years ended December 31, 2016 and 2015, and the related statements of changes in member’s capital and cash flows for the years ended December 31, 2016 and 2015 and for the period from inception June 14, 2014 to December 31, 2014 and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

 

Auditors’ Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

 

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Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ETF Managers Capital, LLC as of December 31, 2016 and 2015, the results of its operations for the years ended December 31, 2016 and 2015, and the changes in its member’s capital and in its cash flows for the years ended December 31, 2016 and 2015 and for the period from inception June 14, 2014 to December 31, 2014 in accordance with accounting principles consistently applied and generally accepted in the United States of America.

 

Connolly & Company

Warren, NJ

April 27, 2017

  

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ETF MANAGERS CAPITAL, LLC

STATEMENT OF FINANCIAL CONDITION

DECEMBER 31,

 

   2016   2015 
ASSETS          
           
Current Assets          
Cash  $61,777   $17,238 
Investment in Sit Rising Rate ETF   951    969 
Due from Exchange Traded Managers Group LLC   312,738    250,063 
           
Total Current Assets  $375,466   $268,270 
           
Liabilities and Member's Capital          
           
Current Liabilities          
Service Fee Payable to Exchange Traded Managers Group LLC  $150,000   $133,190 
Accounts Payable on behalf of Sit Rising Rate ETF   43,167    42,524 
Deposit - Sit Investment Associates II   46,209    39,879 
Accrued Expenses   27,500    17,707 
           
Total Current Liabilities   266,876    233,300 
           
Member's Capital    108,590    34,970 
           
Total Liabilities and Member's Capital   $375,466   $268,270 

 

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

 

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ETF MANAGERS CAPITAL, LLC

STATEMENT OF INCOME AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31,

 

   2016   2015 
REVENUES          
           
Management Fees  $276,129   $193,246 
           
EXPENSES          
           
Parent Company Service Fee   150,000    133,190 
Marketing   33,213    25,434 
Professional Fees   17,075    5,554 
Other Expenses   2,203    1,105 
Total Expenses   202,491    165,283 
           
NET INCOME  $73,638   $27,963 
           
COMPREHENSIVE INCOME          
Net Income  $73,638   $27,963 
Other Comprehensive Gain (Loss)          
Unrealized Gain (Loss) on Investment in Sit Rising Rate ETF   (18)   7 
           
Other Comprehensive income  $73,620   $27,970 

 

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

 

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ETF MANAGERS CAPITAL, LLC

STATEMENT OF CHANGES IN MEMBER'S CAPITAL

 

       Accumulated Other   Total 
   Member's   Comprehensive   Member's 
   Capital   Income (Loss)   Capital 
             
MEMBER'S CAPITAL, JUNE 14, 2014 (INCEPTION)  $-   $-   $- 
                
Capital Contributions from Exchange Traded Managers Group LLC   7,000    -    7,000 
                
MEMBER'S CAPITAL, DECEMBER 31, 2014   7,000    -    7,000 
                
Net Income   27,963         27,963 
Other Comprehensive Gain:        7    7 
Unrealized Holding Gain Arising During the Period               
MEMBER'S CAPITAL, DECEMBER 31, 2015   34,963    7    34,970 
                
Net Income   73,638         73,638 
Other Comprehensive Loss:        (18)   (18)
Unrealized Holding Loss Arising During the Period               
MEMBER'S CAPITAL, DECEMBER 31, 2016  $108,601   $(11)  $108,590 

 

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

 

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ETF MANAGERS CAPITAL, LLC

STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,

 

   2016   2015   2014* 
             
Cash flows from operating activities               
Net Income  $73,638   $27,963   $- 
Adjustments to reconcile net income to net cash provided by Operating Activities:               
Due from Exchange Traded Managers Group LLC   (62,675)   (250,063)   - 
Service Fee payable to Exchange Traded Managers Group LLC   16,810    133,190    - 
Accounts Payable on behalf of Sit Rising Rate ETF   643    42,524    - 
Deposit - Sit Investment Associates II   6,330    39,879    - 
Accrued Expenses   9,793    17,707    - 
Net cash provided by operating activities   44,539    11,200    - 
                
Cash flows from investing activities               
Contribution (refund) for investment in Sit Rising Rate ETF   -    1,000    (1,000)
Investment in Sit Rising Rate ETF   18    (969)   - 
                
Net cash provided by (used in) investing activities   18    31    (1,000)
                
Cash flows from financing activities   -    -    7,000 
                
Net cash from financing activities   -    -    7,000 
                
Net CHANGE in cash and cash equivalents   44,557    11,231    6,000 
                
Effect of unrealized gain (loss) on Investment in Sit Rising Rate ETF   (18)   7    - 
                
Cash beginning   17,238    6,000    - 
                
Cash ENDING DECEMBER 31  $61,777   $17,238   $6,000 

 

* Period from June 12, 2014 (inception) to December 31, 2014.

 

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

 

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ETF MANAGERS CAPITAL, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

 

Note 1 – Organization and Basis of Presentation 

 

ETF Managers Capital, LLC (the “Company”), a Delaware limited liability company, was formed June 14, 2014 and is a wholly-owned subsidiary of Exchange Traded Managers Group LLC (“ETFMG”). The Company is registered with the Commodity Futures Trading Commission as a commodity pool operator (“CPO”) and is a member of the National Futures Association (“NFA”). The Company serves as the Sponsor and Managing Owner of ETF Managers Group Commodity Trust I (the “Trust”), a Delaware series trust, of which the Sit Rising Rate ETF (the “Fund”) is currently the sole series of the Trust. Sit Fixed Income Advisors II, LLC (“SIT”) is registered as a “commodity trading advisor” (“CTA”) and acts as such for the Fund.

 

The operations of the Company began with the listing and commencement of trading of the Fund’s shares on the NYSE Arca on February 19, 2015.

 

Note 2 – Summary of Significant Accounting Policies

 

(a)Basis of Accounting

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. As the Company did not have any revenues or expenses during the period from June 12, 2014 (inception) to December 31, 2014, a statement of operations for that period is not presented herein.

 

(b)Use of Estimates

 

The preparation of the 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 amounts of assets and liabilities and revenues and expenses and disclosure of contingent assets and liabilities during the reporting periods of the financial statements. Actual results could differ from those estimates.

 

(c)Cash and Cash Equivalents

 

The Company defines cash and cash equivalents to be highly liquid investments, with original maturities of three months or less.

 

(d)Income Taxes

 

ETF Managers Capital, LLC is not a tax paying entity for federal income tax purposes, and thus no income tax expense has been recorded in the financial statements. The Company is a single member limited liability company.

 

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ETF MANAGERS CAPITAL, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

 

Note 3 – Related Party Transactions

 

The Fund pays the Company an annual management fee, monthly in arrears, in an amount calculated as the greater of 0.15% of its average daily net assets, or $56,250 effective February 19, 2015 (($75,000 effective February 20, 2016) the “Sponsor Fee”). The Sponsor Fee is paid in consideration of the Company’s advisory services to the Fund. Additionally, SIT receives an annual fee, monthly in arrears, for its services equal to 0.35% effective February 19, 2015 (0.50% effective January 27, 2016) of the Fund’s average daily net assets. As of February 19, 2015, SIT has voluntarily agreed to waive its license and service fee (“CTA” fee) and the Company has voluntarily agreed to correspondingly assume the remaining expenses of the Fund so that Fund expenses do not exceed an annual rate of 1.50%, excluding brokerage commissions and interest expense, of the value of the Fund’s average daily net assets (the “Expense Cap”). The assumption of expenses and waiver of the CTA fee are contractual on the part of the Company and SIT, respectively, through June 1, 2018.

 

Effective January 1, 2017, the Sponsor Fee was revised to be the greater of 0.15% of the Fund’s average daily net assets, or $18,750. The revised Sponsor Fee schedule is currently scheduled to expire on December 31, 2017, at which date the Sponsor Fee effective January 1, 2018 will revert to the fee schedule in effect at December 31, 2016.

 

In addition to the Sponsor fee, the Company receives additional fees from the Fund for providing necessary services for its operations. For the years ended December 31, 2016 and December 31, 2015, the Company received the following fees:

 

   2016   2015 
         
Sponsor Fee  $72,542   $48,493 
Tax return and Form K-1 preparation   100,000    75,000 
Regulatory Reporting Fee   25,034    16,172 
Chief Compliance Officer Fee   24,181    16,164 
Principal Financial Officer Fee   24,181    16,164 
Insurance Fee   15,000    15,000 
Wholesale Support Fees   15,191    6,253 
           
Total Fee Income  $276,129   $193,246 

 

SIT has agreed to deposit with the Company such amounts as are necessary, through June 1, 2018, to enable the Company to assume the expenses of the Fund pursuant to the Expense Cap. At December 31, 2016 and December 31, 2015, the Company held $46,209 and $39,879, respectively, in an expense reimbursement account representing the balance of such deposit account for the payment of assumed expenses of the Fund.

 

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ETF MANAGERS CAPITAL, LLC

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2016, 2015 AND 2014

 

Note 3 – Related Party Transactions (Continued)

 

The Company, in accordance with the Fund’s Expense Cap limitation pays all of the routine offering, operational, administrative and other ordinary expenses of the Fund in excess of 1.50% (excluding brokerage commissions and interest expense) of the Fund’s average daily net assets, including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation fees, filing fees, and printing, mailing and duplication costs.

 

The Fund currently accrues its daily expenses up to the Expense Cap. At the end of each month, the accrued amount is remitted to the Company as the Company has assumed, and is responsible for the payment of, the routine operational, administrative and other ordinary expenses of the Fund which aggregated $511,598 and $403,277, for the year ended December 31, 2016 and December 31, 2015, respectively. Of these amounts, $276,129 and $193,246, respectively, were for services provided by the Company.

 

Expenses incurred in connection with organizing the Fund and the offering of the Shares upon the commencement of its operations were paid by ETFMG, the parent and sole owner of the Company. Expenses incurred in connection with the continuous offering of Shares of the Fund are the responsibility of the Fund.

 

Commencing with the initial trading of Fund Shares on the NYSE Arca on February 19, 2015, the Company pays ETFMG a parent company service fee at the rate of $12,500 per month for providing it with the office space and personnel necessary to fulfill its responsibilities as Sponsor of the Fund. For the year ended December 31, 2016 and December 31, 2015, the parent company service fee aggregated $150,000 and $133,190, respectively.

 

The Company owns 40 Shares of the Fund and serves as its Tax Matters Partner for federal income tax purposes. These Shares were issued to the Company in exchange for its initial capital contribution to the Fund and represent units of beneficial interest in and ownership of the Fund.

 

Note 4 – Subsequent Events

 

The Company evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date of the accountants report April 27, 2017. This evaluation did not result in any subsequent events that necessitated disclosure and/or adjustments.

 

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