United States Natural Gas Fund LP
03/27/2024 | Press release | Distributed by Public on 03/27/2024 14:46
UNITED STATES COMMODITY FUNDS LLC - Form 8-K
UNITED STATES COMMODITY FUNDS LLC
General Partner of the United States Natural Gas Fund, LP
March 27, 2024
Dear United States Natural Gas Fund, LP Investor,
Enclosed with this letter is your copy of the 2023 financial statements for the United States Natural Gas Fund, LP (ticker symbol "UNG"). We have mailed this statement to all investors in UNG who held shares as of December 31, 2023 to satisfy our annual reporting requirement under federal commodities laws. In addition, the current United States Commodity Funds LLC ("USCF") Privacy Policy applicable to UNG is available on USCF's website at www.uscfinvestments.com. Additional information concerning UNG's 2023 results may be found by referring to UNG's Annual Report on Form 10-K (the "Form 10-K"), which has been filed with the U.S. Securities and Exchange Commission (the "SEC"). You may obtain a copy of the Form 10-K by going to the SEC's website at www.sec.gov, or by going to USCF's website at www.uscfinvestments.com. You may also call USCF at 1-800-920-0259 to speak to a representative and request additional material, including a current UNG Prospectus.
USCF is the general partner of UNG. USCF is also the general partner or sponsor and operator of several other commodity-based exchange-traded funds. These other funds are referred to in the attached financial statements and include:
| United States Oil Fund, LP | (ticker symbol: USO) | United States Commodity Index Fund | (ticker symbol: USCI) |
| United States 12 Month Oil Fund, LP | (ticker symbol: USL) | United States Copper Index Fund | (ticker symbol: CPER) |
| United States Gasoline Fund, LP | (ticker symbol: UGA) | ||
| United States 12 Month Natural Gas Fund, LP | (ticker symbol: UNL) | ||
| United States Brent Oil Fund, LP | (ticker symbol: BNO) |
Information about these other funds is contained within the Form 10-K as well as in the current UNG Prospectus. Investors in UNG who wish to receive additional information about these other funds may do so by going to the USCF website at www.uscfinvestments.com.
You may also call USCF at 1-800-920-0259 to request additional information.
Thank you for your continued interest in UNG.
Regards,
| /s/ John P. Love | ||
| John P. Love | ||
| President and Chief Executive Officer | ||
| United States Commodity Funds LLC |
*This letter is not an offer to buy or sell securities. Investment in UNG or any other funds should be made only after reading such fund's prospectus. Please consult the relevant prospectus for a description of the risks and expenses involved in any such investment.
UNITED STATES NATURAL GAS FUND, LP
FINANCIAL STATEMENTS
For the years ended December 31, 2023, 2022 and 2021
AFFIRMATION OF THE COMMODITY POOL OPERATOR
To the Shareholders of the United States Natural Gas Fund, LP:
Pursuant to Rule 4.22(h) under the Commodity Exchange Act, the undersigned represents that, to the best of his knowledge and belief, the information contained in this Annual Report for the years ended December 31, 2023, 2022 and 2021 is accurate and complete.
By United States Commodity Funds LLC, as General Partner
| By: | /s/ John P. Love | |
| John P. Love | ||
| President & Chief Executive Officer of United States Commodity Funds LLC | ||
| On behalf of United States Natural Gas Fund, LP |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
United States Natural Gas Fund, LP
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying statement of financial condition, including the schedule of investments, of United States Natural Gas Fund, LP (the "Fund") as of December 31, 2023, the related statements of operations, changes in partners' capital, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). We also have audited the Fund's internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2023 and the results of its operations, changes in partners' capital, and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO.
The Fund's financial statements and internal control over financial reporting for the years ended December 31, 2022, and prior, were audited by other auditors whose report dated February 27, 2023, expressed an unqualified opinion on those financial statements and internal control over financial reporting.
Basis for Opinions
The Fund's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund's financial statements and an opinion on the Fund's internal control over financial reporting based on our audit. 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 audit 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, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the financial statements 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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 especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
We have served as the Fund's auditor since 2023.
| COHEN & COMPANY, LTD. | |
| Philadelphia, Pennsylvania | |
| February 29, 2024 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of
United States Natural Gas Fund, LP
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying statement of financial condition of United States Natural Gas Fund, LP (the "Fund") as of December 31, 2022, including the schedule of investments as of December 31, 2022, and the related statements of operations, changes in partners' capital and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). We also have audited the Fund's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United States Natural Gas Fund, LP as of December 31, 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Fund maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
Basis for Opinion
The Fund's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Fund's financial statements and an opinion on the Fund's internal control over financial reporting 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A Fund's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being made only in accordance with authorizations of management and directors of the Fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Fund's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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.
| Denver, Colorado | ||
| February 27, 2023 |
United States Natural Gas Fund, LP
Statements of Financial Condition
At December 31, 2023 and December 31, 2022
|
December 31, 2023 |
December 31, 2022 |
|||||||
| Assets | ||||||||
| Cash and cash equivalents (at cost $678,015,896 and $317,868,749, respectively) (Notes 2 and 5) | $ | 678,015,896 | $ | 317,868,749 | ||||
| Equity in trading accounts: | ||||||||
| Cash and cash equivalents (at cost $250,808,873 and $241,622,902, respectively) | 250,808,873 | 241,622,902 | ||||||
| Unrealized gain (loss) on open commodity futures contracts | 40,072,461 | (144,765,937 | ) | |||||
| Unrealized gain (loss) on open swap contracts | 14,903,211 | - | ||||||
| Receivable for shares sold | - | 14,488,801 | ||||||
| Dividends receivable | 316,438 | 1,108,561 | ||||||
| Interest receivable | 3,599,258 | 334,804 | ||||||
| Prepaid insurance | 41,729 | 16,624 | ||||||
| ETF transaction fees receivable | 1,000 | 1,000 | ||||||
| Total Assets | $ | 987,758,866 | $ | 430,675,504 | ||||
| Liabilities and Partners' Capital | ||||||||
| Payable due to Broker | $ | 8,268,236 | $ | - | ||||
| Payable for shares redeemed | 4,072,796 | - | ||||||
| General Partner management fees payable (Note 3) | 500,635 | 240,448 | ||||||
| Professional fees payable | 844,175 | 922,743 | ||||||
| Brokerage commissions payable | 171,877 | 160,052 | ||||||
| Directors' fees payable | 21,121 | 8,056 | ||||||
| License fees payable | 25,694 | 5,729 | ||||||
| Total Liabilities | 13,904,534 | 1,337,028 | ||||||
| Commitments and Contingencies (Notes 3, 4 & 5) | ||||||||
| Partners' Capital | ||||||||
| General Partners | - | - | ||||||
| Limited Partners | 973,854,332 | 429,338,476 | ||||||
| Total Partners' Capital | 973,854,332 | 429,338,476 | ||||||
| Total Liabilities and Partners' Capital | $ | 987,758,866 | $ | 430,675,504 | ||||
| Limited Partners' shares outstanding | 47,821,147 | 7,546,147 | # | |||||
| Net asset value per share | $ | 20.36 | $ | 56.90 | # | |||
| Market value per share | $ | 20.28 | $ | 56.40 | # |
# On January 23, 2024 there was a 1-for-4 reverse share split. Historical shares outstanding, net asset value per share, and market value per share have been adjusted to reflect the 1-for-4 reverse share split on a retroactive basis.
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Schedule of Investments
At December 31, 2023
| Fair | ||||||||||||||||
| Value/Unrealized | ||||||||||||||||
| Gain (Loss) on | ||||||||||||||||
| Open | ||||||||||||||||
| Number of | Commodity | % of Partners' | ||||||||||||||
| Notional Amount | Contracts | Contracts | Capital | |||||||||||||
| Open Commodity Futures Contracts - Long | ||||||||||||||||
| United States Contracts | ||||||||||||||||
| NYMEX Natural Gas Futures NG February 2024 contracts, expiring January 2024* | $ | 695,222,259 | 29,248 | $ | 40,072,461 | 4.11 |
|
Shares/ Principal Amount |
Market Value |
% of Partners' Capital |
||||||||||
| Cash Equivalents | ||||||||||||
| United States Money Market Funds | ||||||||||||
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 5.27%# | 70,950,000 | $ | 70,950,000 | 7.29 | ||||||||
| Total United States Money Market Funds | $ | 70,950,000 | 7.29 |
Open OTC Commodity Swap Contracts
| Unrealized Gain | ||||||||||||||||||||||||||||||||
| (Loss) on | ||||||||||||||||||||||||||||||||
| Fair Value/Open | Upfront | Commodity | ||||||||||||||||||||||||||||||
| Fund Receives from | Fund Pays | Payment | Notional | Commodity | Payments/(Premiums | Swap | ||||||||||||||||||||||||||
| Counterparty | Counterparty | Counterparty | Frequency | Expiration Date | Amount | Swap Contracts | Received) | Contracts(a) | ||||||||||||||||||||||||
| MACQUARIE MQCP362H 12122023Index(b) | 0.25 | % | Macquarie Bank Ltd | Monthly | 01/12/2024 | $ | 129,306,126 | 144,210,360 | - | $ | 14,904,234 | |||||||||||||||||||||
| SOC GEN SGIXCNG1 09292023Index(b) | 0.40 | Societe Generale | Monthly | 03/29/2024 | 94,559,204 | 94,558,181 | - | (1,023 | ) | |||||||||||||||||||||||
| Total Open OTC Commodity Swap ContractsÙ | $ | 223,865,330 | 238,768,541 | - | $ | 14,903,211 |
| (a) | Reflects the value at reset date of December 29, 2023. |
| (b) | Custom index comprised of a basket of underlying instruments. |
| # | Reflects the 7-day yield at December 31, 2023. |
| ˄ | Collateral amounted to $40,660,000 on open OTC commodity swap contracts. |
| * | Collateral amounted to $210,148,873 on open commodity futures contracts. |
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Schedule of Investments
At December 31, 2022
| Fair | ||||||||||||||||
| Value/Unrealized | ||||||||||||||||
| Gain (Loss) on | ||||||||||||||||
| Open | ||||||||||||||||
| Notional | Number of | Commodity | % of Partners' | |||||||||||||
| Amount | Contracts | Contracts | Capital | |||||||||||||
| Open Commodity Futures Contracts - Long | ||||||||||||||||
| United States Contracts | ||||||||||||||||
| NYMEX Natural Gas Futures NG February 2023 contracts, expiring January 2023* | $ | 574,231,687 | 9,597 | $ | (144,765,937 | ) | (33.72 | ) |
| Shares/Principal | % of Partners' | |||||||||||
| Amount | Market Value | Capital | ||||||||||
| Cash Equivalents | ||||||||||||
| United States Money Market Funds | ||||||||||||
| Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Shares, 4.12%# | 317,800,000 | $ | 317,800,000 | 74.02 | ||||||||
| Total United States Money Market Funds | $ | 317,800,000 | 74.02 |
# Reflects the 7-day yield at December 31, 2022.
* Collateral amounted to $241,622,902 on open commodity futures contracts.
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Statements of Operations
For the years ended December 31, 2023, 2022 and 2021
| Year ended | Year ended | Year ended | ||||||||||
|
December 31, 2023 |
December 31, 2022 |
December 31, 2021 |
||||||||||
| Income | ||||||||||||
| Gain (loss) on trading of commodity futures and swap contracts: | ||||||||||||
| Realized gain (loss) on closed commodity futures contracts | $ | (762,934,486 | ) | $ | 218,669,630 | $ | 6,104,950 | |||||
| Realized gain (loss) on closed OTC commodity swap contracts | (144,572,961 | ) | - | - | ||||||||
| Change in unrealized gain (loss) on open commodity futures contracts | 184,838,398 | (146,128,350 | ) | 15,817,312 | ||||||||
| Change in unrealized gain (loss) on open OTC commodity swap contracts | 14,903,211 | - | - | |||||||||
| Dividend income | 11,394,690 | 5,230,113 | 48,789 | |||||||||
| Interest income | 35,270,729 | 2,036,445 | 70,125 | |||||||||
| ETF transaction fees | 355,000 | 209,000 | 107,000 | |||||||||
| Total Income (Loss) | $ | (660,745,419 | ) | $ | 80,016,838 | $ | 22,148,176 | |||||
| Expenses | ||||||||||||
| General Partner management fees (Note 3) | $ | 6,252,127 | $ | 2,824,586 | $ | 2,024,410 | ||||||
| Professional fees | 1,179,661 | 1,283,049 | 693,849 | |||||||||
| Brokerage commissions | 2,696,598 | 702,686 | 794,337 | |||||||||
| Directors' fees and insurance | 220,736 | 106,413 | 81,479 | |||||||||
| License fees | 156,303 | 70,615 | 50,610 | |||||||||
| Registration fees | - | - | 103,290 | |||||||||
| Total Expenses | $ | 10,505,425 | $ | 4,987,349 | $ | 3,747,975 | ||||||
| Net Income (Loss) | $ | (671,250,844 | ) | $ | 75,029,489 | $ | 18,400,201 | |||||
| Net Income (Loss) per limited partner share | $ | (36.54 | ) | $ | 7.34 | # | $ | 12.78 | # | |||
| Net Income (Loss) per weighted average limited partner share | $ | (17.87 | ) | $ | 13.71 | # | $ | 2.75 | # | |||
| Weighted average limited partner shares outstanding | 37,572,585 | 5,470,942 | # | 6,686,969 | # |
# On January 23, 2024 there was a 1 - for - 4 reverse share split. The Statement of Operations have been adjusted for the periods shown to reflect the 1 - for - 4 reverse share split on a retroactive basis.
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Statements of Changes in Partners' Capital
For the years ended December 31, 2023, 2022 and 2021
| Limited Partners* | ||||||||||||
| Year ended | Year ended | Year ended | ||||||||||
| December 31, | December 31, | December 31, | ||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Balances at beginning of year | $ | 429,338,476 | $ | 371,534,391 | $ | 414,596,507 | ||||||
| Addition of 110,175,000, 15,850,000# and 7,600,000# partnership shares, respectively | 3,295,750,093 | 1,312,675,634 | 474,128,846 | |||||||||
| Redemption of (69,900,000), (15,800,000)# and (11,375,000)# partnership shares, respectively | (2,079,983,393 | ) | (1,329,901,038 | ) | (535,591,163 | ) | ||||||
| Net income (loss) | (671,250,844 | ) | 75,029,489 | 18,400,201 | ||||||||
| Balances at end of year | $ | 973,854,332 | $ | 429,338,476 | $ | 371,534,391 |
| * | General Partners' shares outstanding and capital for the periods presented were zero. |
| # | On January 23, 2024 there was a 1-for-4 reverse share split. The Statement of Changes in Partners' Capital have been adjusted for the periods shown to reflect the 1-for-4 reverse share split on a retroactive basis. |
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Statements of Cash Flows
For the years ended December 31, 2023, 2022 and 2021
| Year ended | Year ended | Year ended | ||||||||||
|
December 31, 2023 |
December 31, 2022 |
December 31, 2021 |
||||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net income (loss) | $ | (671,250,844 | ) | $ | 75,029,489 | $ | 18,400,201 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||
| Change in unrealized (gain) loss on open commodity futures contracts | (184,838,398 | ) | 146,128,350 | (15,817,312 | ) | |||||||
| Change in unrealized (gain) loss on open swap contracts | (14,903,211 | ) | - | - | ||||||||
| (Increase) decrease in dividends receivable | 792,123 | (1,103,225 | ) | (5,150 | ) | |||||||
| (Increase) decrease in interest receivable | (3,264,454 | ) | (329,524 | ) | 8,906 | |||||||
| (Increase) decrease in prepaid insurance | (25,105 | ) | (3,519 | ) | 479 | |||||||
| (Increase) decrease in prepaid registration fees | - | - | 103,290 | |||||||||
| (Increase) decrease in ETF transaction fees receivable | - | (1,000 | ) | 1,000 | ||||||||
| Increase (decrease) in payable due to Broker | 8,268,236 | - | - | |||||||||
| Increase (decrease) in General Partner management fees payable | 260,187 | 40,093 | (11,747 | ) | ||||||||
| Increase (decrease) in professional fees payable | (78,568 | ) | 288,069 | (29,327 | ) | |||||||
| Increase (decrease) in brokerage commissions payable | 11,825 | (6,462 | ) | 22,521 | ||||||||
| Increase (decrease) in directors' fees payable | 13,065 | 10 | 2,479 | |||||||||
| Increase (decrease) in license fees payable | 19,965 | (6,778 | ) | 1,694 | ||||||||
| Increase (decrease) in related party payable | - | (4,500,000 | ) | 4,500,000 | ||||||||
| Net cash provided by (used in) operating activities | (864,995,179 | ) | 215,535,503 | 7,177,034 | ||||||||
| Cash Flows from Financing Activities: | ||||||||||||
| Addition of partnership shares | 3,310,238,894 | 1,298,186,833 | 474,128,846 | |||||||||
| Redemption of partnership shares | (2,075,910,597 | ) | (1,329,901,038 | ) | (546,118,094 | ) | ||||||
| Net cash provided by (used in) financing activities | 1,234,328,297 | (31,714,205 | ) | (71,989,248 | ) | |||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | 369,333,118 | 183,821,298 | (64,812,214 | ) | ||||||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts, beginning of year | 559,491,651 | 375,670,353 | 440,482,567 | |||||||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts, end of year | $ | 928,824,769 | $ | 559,491,651 | $ | 375,670,353 | ||||||
| Components of Cash, Cash Equivalents, and Equity in Trading Accounts | ||||||||||||
| Cash and cash equivalents | $ | 678,015,896 | $ | 317,868,749 | $ | 248,404,703 | ||||||
| Equity in Trading Accounts: | ||||||||||||
| Cash and cash equivalents | 250,808,873 | 241,622,902 | 127,265,650 | |||||||||
| Total Cash, Cash Equivalents and Equity in Trading Accounts | $ | 928,824,769 | $ | 559,491,651 | $ | 375,670,353 |
See accompanying notes to financial statements.
United States Natural Gas Fund, LP
Notes to Financial Statements
For the years ended December 31, 2023, 2022 2021
NOTE 1 - ORGANIZATION AND BUSINESS
The United States Natural Gas Fund, LP ("UNG") was organized as a limited partnership under the laws of the state of Delaware on September 11, 2006. UNG is a commodity pool that issues limited partnership interests ("shares") traded on the NYSE Arca, Inc. (the "NYSE Arca"). Prior to trading on the NYSE Arca, UNG's shares traded on the American Stock Exchange (the "AMEX") under the symbol "UNG" since its initial public offering on April 18, 2007. UNG will continue in perpetuity, unless terminated sooner upon the occurrence of one or more events as described in its Fifth Amended and Restated Agreement of Limited Partnership dated as of December 15, 2017 (the "LP Agreement"), which grants full management and control to its general partner, United States Commodity Funds LLC ("USCF").
The investment objective of UNG is for the daily changes in percentage terms of its shares' per share net asset value ("NAV") to reflect the daily changes in percentage terms of the price of natural gas delivered at the Henry Hub, Louisiana, as measured by the daily changes in the price of a specified short-term futures contract called the "Benchmark Futures Contract", plus interest earned on UNG's collateral holdings, less UNG's expenses. The Benchmark Futures Contract is the futures contract on natural gas as traded on the New York Mercantile Exchange (the "NYMEX") that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire. UNG seeks to achieve its investment objective by investing so that the average daily percentage change in UNG's NAV for any period of 30 successive valuation days will be within plus/minus ten percent (10%) of the average daily percentage changes in the price of the Benchmark Futures Contract over the same period.
UNG seeks to achieve its investment objective by investing primarily in futures contracts for natural gas that are traded on the NYMEX, ICE Futures Europe and ICE Futures U.S. (together, "ICE Futures") or other U.S. and foreign exchanges (collectively, "Futures Contracts") and to a lesser extent, in order to comply with regulatory requirements, risk mitigation measures, liquidity requirements, or in view of market conditions, other natural gas-related investments such as cash settled options on Futures Contracts, forward contracts for natural gas, cleared swap contracts, and non-exchange traded ("over-the-counter" or "OTC") transactions that are based on the price of natural gas, crude oil and other petroleum-based fuels, as well as futures contracts for crude oil, heating oil, gasoline, and other petroleum-based fuels, Futures Contracts and indices based on the foregoing (collectively, "Other Natural Gas-Related Investments"). Market conditions that USCF currently anticipates could cause UNG to invest in Other Natural Gas-Related Investments include, but are not limited to, those allowing UNG to obtain greater liquidity or to execute transactions with more favorable pricing. For convenience and unless otherwise specified, Futures Contracts and Other Natural Gas-Related Investments collectively are referred to as "Natural Gas Interests" in the notes to the financial statements. As of December 31, 2023, UNG held 29,248 Futures Contracts traded on the NYMEX and did not hold any Natural Gas Futures Contracts traded on the ICE Futures US.
In addition, USCF believes that market arbitrage opportunities will cause daily changes in UNG's share price on the NYSE Arca on a percentage basis to closely track daily changes in UNG's per share NAV on a percentage basis. USCF further believes that the daily changes in prices of the Benchmark Futures Contract have historically tracked the daily changes in the spot prices of natural gas. USCF believes that the net effect of these relationships will be that the daily changes in the price of UNG's shares on the NYSE Arca on a percentage basis will closely track the daily changes in the spot price of natural gas on a percentage basis, less UNG's expenses.
Investors should be aware that UNG's investment objective is not for its NAV or market price of shares to equal, in dollar terms, the spot price of natural gas or any particular futures contract based on natural gas, nor is UNG's investment objective for the percentage change in its NAV to reflect the percentage change of the price of any particular futures contract as measured over a time period greater than one day. This is because natural market forces called contango and backwardation may impact and have impacted the total return on an investment in UNG's shares during the past year relative to a hypothetical direct investment in natural gas and, in the future, it is likely that the relationship between the market price of UNG's shares and the changes in the spot prices of natural gas will continue to be impacted by contango and backwardation. (It is important to note that the disclosure above ignores the potential costs associated with physically owning and storing natural gas, which could be substantial.)
UNG commenced investment operations on April 18, 2007 and has a fiscal year ending on December 31. USCF is responsible for the management of UNG. USCF is a member of the National Futures Association (the "NFA") and became registered as a commodity pool operator with the Commodity Futures Trading Commission (the "CFTC") effective December 1, 2005 and a swaps firm on August 8, 2013. USCF is also the general partner of the United States Oil Fund, LP ("USO"), the United States 12 Month Oil Fund, LP ("USL"), the United States Gasoline Fund, LP ("UGA"), the United States 12 Month Natural Gas Fund, LP ("UNL") and the United States Brent Oil Fund, LP ("BNO").
USCF is also the sponsor of the United States Commodity Index Funds Trust ("USCIFT"), a Delaware statutory trust and each of its series: the United States Commodity Index Fund ("USCI") and the United States Copper Index Fund ("CPER").
On January 23, 2024, after the close of trading on the NYSE Arca, UNG effected a 1 - for - 4 reverse share split and post - split shares of UNG began trading on January 24, 2024. As a result of the reverse share split, every four pre - split shares of UNG were automatically exchanged for one post - split share. As of December 31, 2023, prior to the effect of the reverse split, there were 191,284,588 shares of UNG issued and outstanding, representing a per share NAV of $5.09. As of December 31, 2023, after the effect of the reverse share split, the number of issued and outstanding shares of UNG decreased to 47,821,147, not accounting for fractional shares, and the per share NAV increased to $20.36. In connection with the reverse share split, the CUSIP number for UNG's shares changed to 912318409. UNG's ticker symbol, "UNG," remains the same. The financial statements have been adjusted to reflect the effect of the reverse share split on a retroactive basis.
BNO, UGA, UNL, USL, USO, USCI and CPER are referred to collectively herein as the "Related Public Funds."
UNG issues shares to certain authorized purchasers ("Authorized Participants") by offering baskets consisting of 100,000 shares ("Creation Baskets") through ALPS Distributors, Inc., as the marketing agent (the "Marketing Agent"). The purchase price for a Creation Basket is based upon the NAV of a share calculated shortly after the close of the core trading session on the NYSE Arca on the day the order to create the basket is properly received.
Authorized Participants pay UNG a $1,000 transaction fee for each order they place to create one or more Creation Baskets or to redeem one or more baskets ("Redemption Baskets"), consisting of 100,000 shares. Shares may be purchased or sold on a nationally recognized securities exchange in smaller increments than a Creation Basket or Redemption Basket. Shares purchased or sold on a nationally recognized securities exchange are not purchased or sold at the per share NAV of UNG but rather at market prices quoted on such exchange.
In April 2007, UNG initially registered 30,000,000 shares on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC"). On April 18, 2007, UNG listed its shares on the AMEX under the ticker symbol "UNG" and switched to trading on the NYSE Arca under the same ticker symbol on November 25, 2008. On that day, UNG established its initial per share NAV by setting the price at $50.00 and issued 200,000 shares in exchange for $10,001,000. UNG also commenced investment operations on April 18, 2007, by purchasing Natural Gas Futures Contracts traded on the NYMEX based on natural gas. As of December 31, 2023, UNG had registered an unlimited number of shares and available for issuance. On April 26, 2022, the SEC declared effective a registration statement filed by UNG that registered an unlimited number of shares. As a result, UNG has an unlimited number of shares that can be issued in the form of Creation Baskets.
On January 4, 2018, after the close of trading on the NYSE Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on January 5, 2018. As a result of the reverse share split, every four pre-split shares of UNG were automatically exchanged for one post-split share. Immediately prior to the reverse split, there were 97,466,476 shares of UNG issued and outstanding, representing a per share NAV of $5.69. Immediately after the reverse share split, the number of issued and outstanding shares of UNG decreased to 24,366,619, not accounting for fractional shares, and the per share NAV increased to $22.76. In connection with the reverse share split, the CUSIP number for UNG's shares changed to 912318300. UNG's ticker symbol, "UNG," did not change.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in conformity with U.S. GAAP as detailed in the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification. UNG is an investment company for accounting purposes and follows the accounting and reporting guidance in FASB Topic 946.
Revenue Recognition
Commodity futures contracts, swap and forward contracts, physical commodities and related options are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized gains or losses on open contracts are reflected in the statements of financial condition and represent the difference between the original contract amount and the market value (as determined by exchange settlement prices for futures contracts and related options and cash dealer prices at a predetermined time for swap and forward contracts, physical commodities, and their related options) as of the last business day of the year or as of the last date of the financial statements. Changes in the unrealized gains or losses between periods are reflected in the statements of operations. UNG earns income on funds held at the custodian or futures commission merchants ("FCMs") at prevailing market rates earned on such investments.
Brokerage Commissions
Brokerage commissions on all open commodity futures contracts are accrued on a full-turn basis.
Income Taxes
UNG is not subject to federal income taxes; each partner reports his/her allocable share of income, gain, loss, deductions or credits on his/her own income tax return.
In accordance with U.S. GAAP, UNG 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 tax related appeals or litigation processes, based on the technical merits of the position. UNG files an income tax return in the U.S. federal jurisdiction and may file income tax returns in various U.S. states. UNG is not subject to income tax return examinations by major taxing authorities for years before 2019. 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 UNG recording a tax liability that reduces net assets. However, UNG's conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. UNG 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 year ended December 31, 2023.
Creations and Redemptions
Authorized Participants may purchase Creation Baskets or redeem Redemption Baskets only in blocks of 100,000 shares at a price equal to the NAV of the shares calculated shortly after the close of the core trading session on the NYSE Arca on the day the order is placed.
UNG receives or pays the proceeds from shares sold or redeemed within two business days after the trade date of the purchase or redemption. The amounts due from Authorized Participants are reflected in UNG's statements of financial condition as receivable for shares sold and amounts payable to Authorized Participants upon redemption are reflected as payable for shares redeemed.
Authorized Participants pay UNG a $1,000 transaction fee for each order placed to create one or more Creation Baskets or to redeem one or more Redemption Baskets.
Partnership Capital and Allocation of Partnership Income and Losses
Profit or loss shall be allocated among the partners of UNG in proportion to the weighted-average number of shares each partner holds as of the close of each month. USCF may revise, alter or otherwise modify this method of allocation as described in the LP Agreement.
Calculation of Per Share NAV
UNG's per share NAV is calculated on each NYSE Arca trading day by taking the current market value of its total assets, subtracting any liabilities and dividing that amount by the total number of shares outstanding. UNG uses the closing price for the contracts on the relevant exchange on that day to determine the value of contracts held on such exchange.
Net Income (Loss) Per Share
Net income (loss) per share is the difference between the per share NAV 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 added and redeemed based on the amount of time the shares were outstanding during such period. There were no shares held by USCF at December 31, 2023.
Offering Costs
Offering costs incurred in connection with the registration of additional shares after the initial registration of shares are borne by UNG. These costs include registration fees paid to regulatory agencies and all legal, accounting, printing and other expenses associated with such offerings. These costs are accounted for as a deferred charge and thereafter amortized to expense over twelve months on a straight-line basis or a shorter period if warranted.
Cash Equivalents
Cash equivalents include money market funds and overnight deposits or time deposits with original maturity dates of three months or less.
Reclassification
Certain amounts in the accompanying financial statements were reclassified to conform to the current presentation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires USCF 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 may differ from those estimates and assumptions.
Other
On January 23, 2024, after the close of the NYSA Arca, UNG effected a 1-for-4 reverse share split and post-split shares of UNG began trading on January 24, 2024. The unaudited financial information in this annual report on Form 10-K gives effect to the reverse share split and the post-split shares as if they had been completed on January 1, 2024.
The audited financial information and pro forma financial information, as well as the historical financial information as of and for the year ended December 31, 2024, was derived from UNG's historical financial statements. The financial statements in this annual report on Form 10-K are presented in accordance with Accounting Standards Codification 260 for purposes of presenting the 1-for-4 reverse split on historical basis for all periods reported.
NOTE 3 - FEES PAID BY THE FUND AND RELATED PARTY TRANSACTIONS
USCF Management Fee
Under the LP Agreement, USCF is responsible for investing the assets of UNG in accordance with the objectives and policies of UNG. In addition, USCF has arranged for one or more third parties to provide administrative, custody, accounting, transfer agency and other necessary services to UNG. For these services, UNG is contractually obligated to pay USCF a fee, which is paid monthly, equal to 0.60% per annum of average daily total net assets of $1,000,000,000 or less and 0.50% per annum of average daily total net assets that are greater than $1,000,000,000.
Ongoing Registration Fees and Other Offering Expenses
UNG pays all costs and expenses associated with the ongoing registration of its shares subsequent to the initial offering. These costs include registration or other fees paid to regulatory agencies in connection with the offer and sale of shares, and all legal, accounting, printing and other expenses associated with such offer and sale. For the years ended December 31, 2023, 2022 and 2021, UNG incurred $0, $0 and $103,290, respectively, in registration fees and offering expenses.
Independent Directors' and Officers' Expenses
UNG is responsible for paying its portion of the directors' and officers' liability insurance for UNG and the Related Public Funds and the fees and expenses of the independent directors who also serve as audit committee members of UNG and the Related Public Funds. UNG shares the fees and expenses on a pro rata basis with each other Related Public Fund, as described above, based on the relative assets of each Related Public Fund computed on a daily basis. These fees and expenses for the year ending December 31, 2023 are estimated to be a total of $220,736 for UNG and, in the aggregate for UNG and the Related Public Funds, approximately $1,210,000. For the year ended December 31, 2022 these fees and expenses were $1,258,000 for UNG and the Related Public Funds. UNG's portion of such fees and expenses for the year ended December 31, 2022 was $106,413. For the year ended December 31, 2021 these fees and expenses were $1,081,963 for UNG and the Related Public Funds. UNG's portion of such fees and expenses for the year ended December 31, 2021 was $81,479.
Licensing Fees
As discussed in Note 4 below, UNG entered into a licensing agreement with the NYMEX on April 10, 2006, as amended on October 20, 2011. Pursuant to the agreement, UNG and the Related Public Funds, other than BNO, USCI and CPER, pay a licensing fee that is equal to 0.015% on all net assets. During the years ended December 31, 2023, 2022 and 2021, UNG incurred $156,303, $70,615 and $50,610, respectively under this arrangement.
Investor Tax Reporting Cost
The fees and expenses associated with UNG's audit expenses and tax accounting and reporting requirements are paid by UNG. These costs are estimated to be $1,120,961 for the year ending December 31, 2023. For the years ending December 31, 2022 and 2021 UNG's investor reporting costs totaled $1,243,549 and $670,349 respectively. Tax reporting costs fluctuate between years due to the number of shareholders during any given year.
Other Expenses and Fees
In addition to the fees described above, UNG pays all brokerage fees and other expenses in connection with the operation of UNG, excluding costs and expenses paid by USCF as outlined in Note 4 - Contracts and Agreements below.
NOTE 4 - CONTRACTS AND AGREEMENTS
Marketing Agent Agreement
UNG is party to a marketing agent agreement, dated as of April 17, 2007, as amended from time to time, with the Marketing Agent and USCF, whereby the Marketing Agent provides certain marketing services for UNG as outlined in the agreement. The fee of the Marketing Agent through September 30, 2023, which is borne by USCF, was equal to 0.06% on UNG's assets up to $3 billion and 0.04% on UNG's assets in excess of $3 billion. The agreement with the Marketing Agent has been amended and, commencing October 1, 2022, the fee of the Marketing Agent, which is calculated daily and payable monthly by USCF, is equal to 0.025% of UNG's total net assets. In no event may the aggregate compensation paid to the Marketing Agent and any affiliate of USCF for distribution-related services exceed 10% of the gross proceeds of UNG's offering.
The above fee does not include website construction and development, which are also borne by USCF.
Custody, Transfer Agency and Fund Administration and Accounting Services Agreements
USCF engaged The Bank of New York Mellon, a New York corporation authorized to conduct a banking business ("BNY Mellon"), to provide UNG and each of the Related Public Funds with certain custodial, administrative and accounting, and transfer agency services, pursuant to the following agreements with BNY Mellon dated as of March 20, 2020 (together, the "BNY Mellon Agreements"), which were effective as of April 1, 2020: (i) a Custody Agreement; (ii) a Fund Administration and Accounting Agreement; and (iii) a Transfer Agency and Service Agreement. USCF pays the fees of BNY Mellon for its services under the BNY Mellon Agreements and such fees are determined by the parties from time to time.
Brokerage and Futures Commission Merchant Agreements
UNG entered into a brokerage agreement with RBC Capital Markets LLC ("RBC") to serve as UNG's FCM effective October 10, 2013. UNG has engaged each of Marex North America, LLC, formerly RCG Division of Marex Spectron ("MNA"), Marex Capital Markets, Inc., formerly E D & F Man Capital Markets Inc. ("MCM"), Macquarie Futures USA LLC ("MFUSA"), and ADM Investor Services Inc. ("ADMIS") to serve as additional FCMs to UNG effective on May 28, 2020, June 5, 2020, December 3, 2020, and August 8, 2023, respectively. The agreements with UNG's FCMs require the FCMs to provide services to UNG in connection with the purchase and sale of Futures Contracts and Other Natural Gas-Related Investments that may be purchased and sold by or through the applicable FCM for UNG's account. In accordance with the FCM agreements, UNG pays each FCM commissions of approximately $7 to $8 per round-turn trade, including applicable exchange, clearing and NFA fees for Futures Contracts and options on Futures Contracts. Such fees include those incurred when purchasing Futures Contracts and options on Futures Contracts when UNG issues shares as a result of a Creation Basket, as well as fees incurred when selling Futures Contracts and options on Futures Contracts when UNG redeems shares as a result of a Redemption Basket. Such fees are also incurred when Futures Contracts and options on Futures Contracts are purchased or redeemed for the purpose of rebalancing the portfolio. UNG also incurs commissions to brokers for the purchase and sale of Futures Contracts, Other Natural Gas-Related Investments or short-term obligations of the United States of two years or less ("Treasuries").
| Year ended | Year ended | Year ended | ||||||||||
|
December 31, 2023 |
December 31, 2022 |
December 31, 2021 |
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| Total commissions accrued to brokers | $ | 2,696,598 | $ | 702,686 | $ | 794,337 | ||||||
| Total commissions as annualized percentage of average total net assets | 0.26 | % | 0.15 | % | 0.24 | % |
The increase in total commissions accrued to brokers for the year ended December 31, 2023, compared to the year ended December 31, 2022, was due primarily to a higher number of natural gas futures contracts being held and traded.
Swap Dealer Agreements
UNG entered into ISDA 2002 Master Agreements with each of Macquarie Bank Limited the ("Macquarie ISDA") and Société Générale ("Société Générale ISDA") on November 30, 2021 and June 13, 2022, respectively, pursuant to which each of Macquarie Bank Limited and Société Générale has agreed to serve as an over-the-counter ("OTC") swap counterparty for UNG. The Macquarie ISDA and Societe Generale ISDA each provide UNG with the ability to invest in OTC swaps in furtherance of UNG's investment objective by providing it with investment flexibility in light of market conditions, liquidity, regulatory requirements, and risk diversification. UNG may enter into OTC swap transactions under each of the Macquarie ISDA and Société Générale ISDA in light of the foregoing. Any OTC swap transactions of UNG that are outstanding under the Macquarie ISDA and the Société Générale ISDA, along with UNG's other holdings, are posted on UNG's webpage, www.uscfinvestments.com. In accordance with each of the swap agreements described above, UNG pays each swap dealer a flat fee in a range between 0.20% and 0.30% on the daily notional value of each OTC swap transaction.
NYMEX Licensing Agreement
UNG and the NYMEX entered into a licensing agreement on April 10, 2006, as amended on October 20, 2011, whereby UNG was granted a non-exclusive license to use certain of the NYMEX's settlement prices and service marks. Under the licensing agreement, UNG and the Related Public Funds, other than BNO, USCI, and CPER, pay the NYMEX an asset-based fee for the license, the terms of which are described in Note 3. UNG expressly disclaims any association with the NYMEX or endorsement of UNG by the NYMEX and acknowledges that "NYMEX" and "New York Mercantile Exchange" are registered trademarks of the NYMEX.
NOTE 5 - FINANCIAL INSTRUMENTS, OFF-BALANCE SHEET RISKS AND CONTINGENCIES
UNG may engage in the trading of futures contracts, options on futures contracts, cleared swaps and OTC swaps (collectively, "derivatives"). UNG is exposed to both market risk, which is the risk arising from changes in the market value of the contracts, and credit risk, which is the risk of failure by another party to perform according to the terms of a contract.
UNG may enter into futures contracts, options on futures contracts, cleared swaps, and OTC swaps to gain exposure to changes in the value of an underlying commodity. A futures contract obligates the seller to deliver (and the purchaser to accept) the future delivery of a specified quantity and type of a commodity at a specified time and place. Some futures contracts may call for physical delivery of the asset, while others are settled in cash. The contractual obligations of a buyer or seller may generally be satisfied by taking or making physical delivery of the underlying commodity or by making an offsetting sale or purchase of an identical futures contract on the same or linked exchange before the designated date of delivery. Cleared swaps are agreements that are eligible to be cleared by a clearinghouse, e.g., ICE Clear Europe, and provide the efficiencies and benefits that centralized clearing on an exchange offers to traders of futures contracts, including credit risk intermediation and the ability to offset positions initiated with different counterparties. OTC swaps are entered into between two parties in private contracts. In an OTC swap, each party bears credit risk to the other party, i.e., the risk that the other party may not be able to perform its obligations under the OTC swap.
The purchase and sale of futures contracts, options on futures contracts and cleared swaps require margin deposits with an FCM. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires FCMs to segregate all customer transactions and assets from the FCM's proprietary transactions and assets. To reduce the credit risk that arises in connection with OTC swaps, UNG will generally enter into an agreement with each counterparty based on the Master Agreement published by the International Swaps and Derivatives Association, Inc., which provides for the netting of its overall exposure to its counterparty. The Master Agreement is negotiated as between the parties and would address, among other things, the exchange of margin between the parties.
Futures contracts, options on futures contracts and cleared swaps involve, to varying degrees, elements of market risk (specifically commodity price risk) and exposure to loss in excess of the amount of variation margin. The face or contract amounts reflect the extent of the total exposure UNG has in the particular classes of instruments. Additional risks associated with the use of futures contracts are an imperfect correlation between movements in the price of the futures contracts and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. Buying and selling options on futures contracts exposes investors to the risks of purchasing or selling futures contracts.
As to OTC swaps, valuing OTC derivatives is less certain than valuing actively traded financial instruments such as exchange-traded futures contracts and securities or cleared swaps, because the price and terms on which such OTC derivatives are entered into or can be terminated are individually negotiated, and those prices and terms may not reflect the best price or terms available from other sources. In addition, while market makers and dealers generally quote indicative prices or terms for entering into or terminating OTC contracts, they typically are not contractually obligated to do so, particularly if they are not a party to the transaction. As a result, it may be difficult to obtain an independent value for an outstanding OTC derivatives transaction.
Significant market volatility has recently occurred in the natural gas markets and the natural gas futures markets. Such volatility is attributable in part to the COVID-19 pandemic, related supply chain disruptions, war, including the Russia-Ukraine war, attacks or threats of attack by terrorists, conflicts in the Middle East, and continuing disputes among natural gas-producing countries. These and other factors could cause continuing or increased volatility in the future, which may affect the value, pricing and liquidity of some investments or other assets, including those held by or invested in by UNG and the impact of which could limit UNG's ability to have a substantial portion of its assets invested in the Benchmark Futures Contract. In such a circumstance, UNG could, if it determined it appropriate to do so in light of market conditions and regulatory requirements, invest in other Futures Contracts and/or Other Natural-Gas Related Investments.
All of the futures contracts held by UNG through December 31, 2023 were exchange-traded. The risks associated with exchange-traded contracts are generally perceived to be less than those associated with OTC swaps since, in OTC swaps, a party must rely solely on the credit of its respective individual counterparties. However, in the future, if UNG were to enter into non-exchange traded contracts, it would be subject to the credit risk associated with counterparty non-performance. The credit risk from counterparty non-performance associated with such instruments is the net unrealized gain, if any, on the transaction. UNG has credit risk under its futures contracts since the sole counterparty to all domestic and foreign futures contracts is the clearinghouse for the exchange on which the relevant contracts are traded. In addition, UNG bears the risk of financial failure by the clearing broker.
UNG's cash and other property, such as Treasuries, deposited with its FCMs are considered commingled with all other customer funds, subject to such FCM's segregation requirements. In the event of an FCM's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than the total of cash and other property deposited. The insolvency of an FCM could result in the complete loss of UNG's assets posted with that FCM; however, the majority of UNG's assets are held in investments in Treasuries, cash and/or cash equivalents with UNG's custodian and would not be impacted by the insolvency of an FCM. The failure or insolvency of UNG's custodian, however, could result in a substantial loss of UNG's assets.
USCF invests a portion of UNG's cash in money market funds that seek to maintain a stable per share NAV. UNG is exposed to any risk of loss associated with an investment in such money market funds. As of December 31, 2023 and December 31, 2022, UNG held investments in money market funds in the amounts of $70,950,000 and $317,800,000, respectively. UNG also holds cash deposits with its custodian. As of December 31, 2023 and December 31, 2022, UNG held cash deposits and investments in Treasuries in the amounts of $857,874,769 and $241,691,651 respectively, with the custodian and FCMs. Some or all of these amounts may be subject to loss should UNG's custodian and/or FCMs cease operations.
For derivatives, risks arise from changes in the market value of the contracts. Theoretically, UNG is exposed to market risk equal to the value of futures contracts purchased and unlimited liability on such contracts sold short or that the value of the futures contract could fall below zero. As both a buyer and a seller of options, UNG pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option.
UNG's policy is to continuously monitor its exposure to market and counterparty risk through the use of a variety of financial, position and credit exposure reporting controls and procedures. In addition, UNG has a policy of requiring review of the credit standing of each broker or counterparty with which it conducts business.
The financial instruments held by UNG are reported in its statements of financial condition at market or fair value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturity.
For the year ended December 31, 2023, the monthly average volume of open future and swap contract notional values were $795,333,520 and $250,445,925, respectively. For the year ended December 31, 2022, the monthly average volume of open future contract notional value was $464,916,303.
NOTE 6 - FINANCIAL HIGHLIGHTS
The following table presents per share performance data and other supplemental financial data for the years ended December 31, 2023, 2022 and 2021 for the shareholders. This information has been derived from information presented in the financial statements.
| Year ended | Year ended | Year ended | ||||||||||
|
December 31, 2023 |
December 31, 2022# |
December 31, 2021# |
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| Per Share Operating Performance: | ||||||||||||
| Net asset value, beginning of year | $ | 56.90 | # | $ | 49.56 | $ | 36.78 | |||||
| Total income (loss) | (36.26 | ) | 8.25 | 13.34 | ||||||||
| Total expenses | (0.28 | ) | (0.91 | ) | (0.56 | ) | ||||||
| Net increase (decrease) in net asset value | (36.54 | ) | 7.34 | 12.78 | ||||||||
| Net asset value, end of year | $ | 20.36 | $ | 56.90 | $ | 49.56 | ||||||
| Total Return | (64.22 | )% | 14.81 | % | 34.75 | % | ||||||
| Ratios to Average Net Assets | ||||||||||||
| Total income (loss) | (63.42 | )% | 17.00 | % | 6.56 | % | ||||||
| Management fees | 0.60 | % | 0.60 | % | 0.60 | % | ||||||
| Total expenses excluding management fees | 0.41 | % | 0.46 | % | 0.51 | % | ||||||
| Net income (loss) | (64.43 | )% | 15.94 | % | 5.45 | % |
| # | On January 23, 2024 there was a 1-for-4 reverse share split. The Financial Highlights have been adjusted for the periods shown to reflect the 1-for-4 reverse share split on a retroactive basis. |
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 UNG. Additionally, only Authorized Participants purchase and redeem shares from the Fund at the NAV per share. Most shareholders will purchase and sell shares in the secondary market at market prices, which may differ from the NAV per share and result in a higher or lower total return.
NOTE 7 - QUARTERLY FINANCIAL DATA (Unaudited)
The following summarized (unaudited) quarterly financial information presents the results of operations and other data for the three-month periods ended March 31, June 30, September 30 and December 31, 2023 and 2022.
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2023 | 2023 | 2023 | 2023 | |||||||||||||
| Total Income (Loss) | $ | (443,579,372 | ) | $ | 113,056,674 | $ | (78,993,423 | ) | $ | (251,229,298 | ) | |||||
| Total Expenses | 2,506,041 | 2,871,999 | 2,650,231 | 2,477,154 | ||||||||||||
| Net Income (Loss) | $ | (446,085,413 | ) | $ | 110,184,675 | $ | (81,643,654 | ) | $ | (253,706,452 | ) | |||||
| Net Income (Loss) per Share | $ | (28.84 | )# | $ | 1.80 | # | $ | (2.62 | )# | $ | (6.88 | ) |
| First | Second | Third | Fourth | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2022 | 2022 | 2022 | 2022 | |||||||||||||
| Total Income (Loss) | $ | 210,949,307 | $ | (53,073,030 | ) | $ | 115,944,781 | $ | (193,804,220 | ) | ||||||
| Total Expenses | 910,354 | 1,228,320 | 1,438,980 | 1,409,695 | ||||||||||||
| Net Income (Loss) | $ | 210,038,953 | $ | (54,301,350 | ) | $ | 114,505,801 | $ | (195,213,915 | ) | ||||||
| Net Income (Loss) per Share# | $ | 35.99 | $ | (11.31 | ) | $ | 23.13 | $ | (31.00 | ) |
| # | On January 23, 2024 there was a 1 - for - 4 reverse share split. The unaudited Quarterly Financial data has been adjusted for the period shown to reflect the 1 - for - 4 reverse a share split on a retroactive basis. |
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
UNG values its investments in accordance with Accounting Standards Codification 820 - Fair Value Measurements and Disclosures ("ASC 820"). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of UNG (observable inputs) and (2) UNG's own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:
Level I - Quoted prices (unadjusted) in active markets for identicalassets or liabilities that the reporting entity has the ability to access at the measurement date.
Level II - Inputs other than quoted prices included within Level I include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
Level III - Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.
The following table summarizes the valuation of UNG's securities at December 31, 2023 using the fair value hierarchy:
| At December 31, 2023 | Total | Level I | Level II | Level III | ||||||||||||
| Short-Term Investments | $ | 70,950,000 | $ | 70,950,000 | $ | - | $ | - | ||||||||
| Exchange-Traded Futures Contracts | ||||||||||||||||
| United States Contracts | 40,072,461 | 40,072,461 | - | - | ||||||||||||
| OTC Commodity Swap Contracts | 14,903,211 | - | 14,903,211 | - |
The following table summarizes the valuation of UNG's securities at December 31, 2022 using the fair value hierarchy:
| At December 31, 2022 | Total | Level I | Level II | Level III | ||||||||||||
| Short-Term Investments | $ | 317,800,000 | $ | 317,800,000 | $ | - | $ | - | ||||||||
| Exchange-Traded Futures Contracts | ||||||||||||||||
| United States Contracts | (144,765,937 | ) | (144,765,937 | ) | - | - |
Effective January 1, 2009, UNG adopted the provisions of Accounting Standards Codification 815 - Derivatives and Hedging, which require presentation of qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts and gains and losses on derivatives.
Fair Value of Derivative Instruments
| Statements of | ||||||||||
| Financial | Fair Value at | Fair Value at | ||||||||
| Condition | December 31, | December 31, | ||||||||
| Derivatives not Accounted for as Hedging Instruments | Location | 2023 | 2022 | |||||||
| Futures - Commodity Contracts |
Unrealized gain (loss) on open commodity futures contracts |
$ | 40,072,461 | $ | (144,765,937 | ) | ||||
| Swap - Commodity Contracts |
Unrealized gain (loss) on open OTC commodity swap contracts |
$ | 14,903,211 | $ | - |
The Effect of Derivative Instruments on the Statements of Operations
| For the year ended | For the year ended | For the year ended | ||||||||||||||||||||||||
| December 31, 2023 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||||||
| Change in | Change in | Change in | ||||||||||||||||||||||||
| Location of | Realized | Unrealized | Realized | Unrealized | Realized | Unrealized | ||||||||||||||||||||
| Gain (Loss) | Gain (Loss) | Gain (Loss) on | Gain (Loss) | Gain (Loss) on | Gain (Loss) | Gain (Loss) on | ||||||||||||||||||||
| Derivatives not | on Derivatives | on Derivatives | Derivatives | on Derivatives | Derivatives | on Derivatives | Derivatives | |||||||||||||||||||
| Accounted for as | Recognized in | Recognized in | Recognized in | Recognized in | Recognized in | Recognized in | Recognized in | |||||||||||||||||||
| Hedging Instruments | Income | Income | Income | Income | Income | Income | Income | |||||||||||||||||||
| Futures - Commodity Contracts | Realized gain (loss) on closed commodity futures contracts | $ | (762,934,486 | ) | $ | 218,669,630 | $ | 6,104,950 | ||||||||||||||||||
| Change in unrealized gain (loss) on open commodity futures contracts | $ | 184,838,398 | $ | (146,128,350 | ) | $ | 15,817,312 | |||||||||||||||||||
| OTC Swap - Commodity Contracts | Realized gain (loss) on closed OTC commodity swap contracts | $ | (144,572,961 | ) | $ | - | $ | - | ||||||||||||||||||
| Change in unrealized gain (loss) on open OTC commodity swap contracts | $ | 14,903,211 | $ | - | $ | - |
NOTE 9 - SUBSEQUENT EVENTS
UNG has performed an evaluation of subsequent events through the date the financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments.