UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number (811-23377)
Tidal ETF Trust
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal ETF Trust
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7676
Registrant's telephone number, including area code
Date of fiscal year end: September 30
Date of reporting period: September 30, 2022
Item 1. Reports to Stockholders.
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American Customer Satisfaction ETF
Ticker: ACSI
Annual Report
September 30, 2022
American Customer Satisfaction ETF
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This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.
1 |
The American Customer Satisfaction ETF
The American Customer Satisfaction ETF (“ACSI” or the “Fund”) tracks the American Customer Satisfaction Investible Index (“ACSII” or the “Index”). The underlying strategy behind the Index was altered, beginning August 24, 2020, details below.
The Fund, via its index, uses an objective, rules-based methodology to measure the performance of U.S.-listed companies whose customers have been surveyed and who have been assigned a customer satisfaction score as part of a national cross-industry measure of customer satisfaction (the “Customer Satisfaction Data”) (collectively, “ACSI Companies”). Construction of the Index begins with over 400 ACSI Companies across 46 industries and 10 economic sectors. The initial universe is then screened to eliminate companies whose stock is not principally listed on a U.S. exchange, whose market capitalization is less than $1 billion, or for which the Customer Satisfaction Data is statistically insignificant. The Index is comprised of ACSI Companies in the 25 industries (as classified by the Customer Satisfaction Data) with the highest customer retention, and the company(ies) with the highest ACSI Score (described below) in each such industry will be included in the Index (the “Index Companies”). One to three ACSI Companies from each industry are included in the Index based on the number of ACSI Companies in a given industry. The Index will generally be comprised of 25 to 35 companies at the time of each rebalance of the Index.
The Fund’s index provider believes that companies who possess higher satisfaction among their customers have higher cash flows, higher profitability, and higher relative stock appreciation over the long term. The source of this data – The American Customer Satisfaction Index – is recognized as a world leader in the measurement and analysis of customer satisfaction. It is the only national cross-industry measure of customer satisfaction in the United States.
For the fiscal year ended September 30, 2022 (the “Fiscal Year”), ACSI generated a total return of -15.61% (NAV) and -15.68% (Market). This compares to the -15.08% total return of the Index, and the -15.47% total return of the benchmark, the S&P 500, for the same period.
Performance | ||||||
As of September 30, 2022 | ||||||
| | 1 Year | | 5 Years | | INCEPTION |
Market Price | | -15.68% | | 8.29% | | 9.86% |
Fund NAV | | -15.61% | | 8.32% | | 9.86% |
American Customer Satisfaction Investable Index | | -15.08% | | 9.05% | | 10.64% |
S&P 500® Total Return Index | | -15.47% | | 9.24% | | 11.25% |
The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. Performance current to the most recent month-end can be obtained by calling 800-617-0004. Short term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns. Returns beyond 1 year are annualized.
The Fund’s net asset value (“NAV”) is the sum of all its assets less any liabilities, divided by the number of shares outstanding. The market price is the most recent price at which the Fund was traded. The Fund intends to pay out income, if any, monthly. There is no guarantee these distributions will be made.
The Fund’s total expense ratio is 0.65% (as of the Fund’s most recently filed prospectus dated January 28, 2022).
We are pleased with the performance profile for the Fiscal Year and since the index change that went into effect on August 24, 2020. For the twelve-month period from a sector perspective, Consumer Staples, Healthcare and Utilities were the leading contributors while Consumer Discretionary, Communication Services and Industrials were the leading detractors. In general, we were hurt by our “Allocation Effect” (our relative sector weights) particularly being over-weight Communication Services (the sector had -39.10% performance vs -15.47% for the benchmark) and under-weight Energy for this period (+45.76% (sector) vs -15.47% (benchmark)). However, our “Selection Effect” (relative stock picks within those industries) was extremely positive, particularly in Information Technology (-5.89% for our selections vs -19.95% for the sector) and Healthcare (+22.65% (our selections) vs -3.34% (sector)).
Reviewing individual stocks, leading contributors included The Hershey Company, CVS Health Corporation and UnitedHealth Group Incorporated - which had the highest customer satisfaction scores in their aggregate industries. Conversely, leading detractors included JetBlue Airways Corporation, Pinterest, Inc., and Nike, Inc.
For the period since the index change (August 24, 2020 – September 30, 2022), we were hurt to an even greater degree (-4.36%) by our “Allocation Effect” (our relative sector weights) particularly from being over-weight Consumer Discretionary (the sector had -6.56% performance vs +7.98% for the benchmark) and under-weight Energy for this period (+119.75% (sector) vs +7.98% (benchmark)). However, our “Selection Effect” (relative stock picks within those industries) more than offset our sector headwinds (+7.34%), particularly in Financials (+56.83% for our selections vs 27.53% for the sector) and Information Technology (+15.94% (our selections) vs 1.47% (sector)).
2 |
American Customer Satisfaction ETF
The Index is an objective, rules-based methodology to measure the performance of (i) ACSI Companies and (ii) U.S. sector-specific exchange-traded funds (“ETFs”) used by the Index to supplement its exposure to sectors for which there are too few ACSI Companies to achieve the target sector weights at the time of each rebalance. The Index is sector-weighted to reflect the overall U.S. large cap market, and security-weighted based on the Customer Satisfaction Data. You cannot invest directly in an index.
The S&P 500® Total Return Index is a widely recognized capitalization-weighted Index of 500 common stock prices in U.S. companies.
Must be preceded or accompanied by a Prospectus
Investments involve risk. Principal loss is possible. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. The ACSI Index relies heavily on proprietary quantitative models as well as information and data supplied by third parties (Models and Data). Because the ACSI Index is composed based on such Models and Data, when such Models and Data prove to be incorrect or incomplete, the Index and Fund may not perform as expected. As with all index funds, the performance of the Fund and its Index may differ from each other for a variety of reasons. For example, the Fund incur operating expenses and portfolio transaction costs not incurred by the Indexes. In addition, the Fund may not be fully invested in the securities of the Indexes at all times or may hold securities not included in the Indexes. The Fund has the same risks as the underlying securities traded on the exchange through the day. Redemptions are limited and often commissions are charged on each trade, and ETFs may trade at a premium or discount to their net asset value. To the extent the Fund invests more heavily in particular sectors of the economy, the Funds’ performance may be more sensitive to developments that significantly affect those sectors.
Holdings and sector allocations are subject to change. Please see the schedule of investments for a complete list of fund holdings.
Cash flow is the total amount of money being transferred into and out of a business, especially as affecting liquidity.
Selection and Allocation effect data was sourced from Bloomberg.
Distributed by Foreside Fund Services, LLC
3 |
PERFORMANCE SUMMARY (Unaudited) |
Annualized Returns for the Periods Ended September 30, 2022(1): | 1 Year | 5 Year | Since Inception (10/31/2016) | Ending |
American Customer Satisfaction ETF - NAV | -15.61% | 8.32% | 9.86% | $17,437 |
American Customer Satisfaction ETF - Market | -15.68% | 8.29% | 9.86% | 17,440 |
American Customer Satisfaction Investable Index | -15.08% | 9.05% | 10.64% | 18,187 |
S&P 500® Total Return Index | -15.47% | 9.24% | 11.25% | 18,792 |
(1)Performance shown for periods prior to May 24, 2021 reflect the historical performance of the then-existing shares of the American Customer Satisfaction ETF, a series of ETF Series Solutions (the predecessor to the Fund and for which CSat Investment Advisory, L.P., the Fund’s index provider, served as investment adviser).
This chart illustrates the performance of a hypothetical $10,000 investment made on October 31, 2016 (commencement of operations), and is not intended to imply any future performance. The returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The chart assumes reinvestment of capital gains, dividends, and return of capital, if applicable, for a fund and dividends for an index.
Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance of the Fund may be lower or higher than the performance quoted. Performance data current to the most recent month end may be obtained by calling (800) 617-0004. The Fund’s net expense ratio is 0.65% (as of the Fund’s most recently filed Prospectus dated January 28, 2022).
4 |
PORTFOLIO ALLOCATION at September 30, 2022 (Unaudited) |
Sector/Security Type | % of Net |
Communications | 25.1% |
Consumer, Cyclical | 24.7 |
Consumer, Non-Cyclical | 17.2 |
Financial | 14.7 |
Technology | 11.4 |
Utilities | 4.0 |
Industrial | 2.7 |
Cash & Cash Equivalents(1) | 0.2 |
Total | 100.0% |
(1)Represents cash, money market funds, and other assets in excess of liabilities.
5 |
The accompanying notes are an integral part of these financial statements.
SCHEDULE OF INVESTMENTS at September 30, 2022 |
|
| Shares |
| Value | |
COMMON STOCKS – 99.8% | | | | | |
Airlines – 3.4% | | | | | |
JetBlue Airways Corp(1) | | 330,794 | | $2,193,164 | |
| | | | | |
Apparel – 2.6% | | | | | |
Nike, Inc. - Class B | | 19,580 | | 1,627,490 | |
| | | | | |
Auto Manufacturers – 5.2% | | | | | |
Tesla, Inc.(1) | | 12,621 | | 3,347,720 | |
| | | | | |
Banks – 1.5% | | | | | |
Citigroup, Inc. | | 22,477 | | 936,617 | |
| | | | | |
Beverages – 2.0% | | | | | |
Keurig Dr Pepper, Inc. | | 35,305 | | 1,264,625 | |
| | | | | |
Computers – 8.9% | | | | | |
Apple, Inc. | | 41,044 | | 5,672,281 | |
| | | | | |
Diversified Financial Services – 7.0% | | | | | |
Capital One Financial Corp. | | 9,724 | | 896,261 | |
The Charles Schwab Corp. | | 49,230 | | 3,538,160 | |
| | | | 4,434,421 | |
Electric – 2.7% | | | | | |
CenterPoint Energy, Inc. | | 30,753 | | 866,620 | |
NextEra Energy, Inc. | | 11,281 | | 884,543 | |
| | | | 1,751,163 | |
Food – 6.3% | | | | | |
The Hershey Co. | | 11,631 | | 2,564,287 | |
The Kroger Company | | 33,216 | | 1,453,200 | |
| | | | 4,017,487 | |
Gas – 1.3% | | | | | |
Atmos Energy Corp. | | 8,052 | | 820,096 | |
| | | | | |
Healthcare-Services – 4.4% | | | | | |
Humana, Inc. | | 2,942 | | 1,427,429 | |
UnitedHealth Group, Inc. | | 2,742 | | 1,384,820 | |
| | | | 2,812,249 | |
Insurance – 6.3% | | | | | |
The Allstate Corp. | | 16,140 | | 2,009,914 | |
Berkshire Hathaway, Inc. - Class B(1) | | 7,524 | | 2,009,059 | |
| | | | 4,018,973 | |
Internet – 13.1% | | | | | |
Alphabet, Inc. - Class C(1) | | 15,067 | | 1,448,692 | |
Amazon.com, Inc.(1) | | 31,341 | | 3,541,533 | |
Etsy, Inc.(1) | | 17,831 | | 1,785,418 | |
Pinterest, Inc. - Class A(1) | | 66,872 | | 1,558,118 | |
| | | | 8,333,761 | |
|
| Shares |
| Value | |
Lodging – 2.5% | | | | | |
Marriott International, Inc. - Class A | | 11,446 | | $1,604,042 | |
| | | | | |
Media – 4.7% | | | | | |
Comcast Corp. - Class A | | 33,982 | | 996,692 | |
The Walt Disney Co.(1) | | 21,248 | | 2,004,324 | |
| | | | 3,001,016 | |
Pharmaceuticals – 4.5% | | | | | |
CVS Health Corp. | | 30,205 | | 2,880,651 | |
| | | | | |
Retail – 10.9% | | | | | |
Costco Wholesale Corp. | | 6,310 | | 2,980,023 | |
Domino’s Pizza, Inc. | | 2,619 | | 812,414 | |
The TJX Companies, Inc. | | 35,798 | | 2,223,772 | |
Yum! Brands, Inc. | | 8,959 | | 952,700 | |
| | | | 6,968,909 | |
Software – 2.5% | | | | | |
Microsoft Corp. | | 6,776 | | 1,578,130 | |
| | | | | |
Telecommunications – 7.3% | | | | | |
AT&T, Inc. | | 48,887 | | 749,927 | |
Motorola Solutions, Inc. | | 14,058 | | 3,148,570 | |
Verizon Communications, Inc. | | 20,171 | | 765,893 | |
| | | | 4,664,390 | |
Transportation – 2.7% | | | | | |
FedEx Corp. | | 11,760 | | 1,746,007 | |
Total Common Stocks | | | | | |
(Cost $73,402,623) | | | | 63,673,192 | |
Short-Term Investments – 0.2% | | | | | |
Money Market Funds – 0.2% | | | | | |
First American Government Obligations Fund, Class X, 2.775%(2) | 128,736 | | 128,736 | | |
Total Short-Term Investments | | | | | |
(Cost $128,736) | | | | 128,736 | |
| | | | | |
Total Investments in Securities – 100.0% | | | | | |
(Cost $73,531,359) | | | | 63,801,928 | |
Other Assets in Excess of Liabilities - 0.0%(3) | | 16,952 | | ||
Total Net Assets – 100.0% | | | $63,818,880 | | |
(1)Non-income producing security.
(2)The rate shown is the annualized seven-day effective yield as of September 30, 2022.
(3)Does not round to 0.1% or (0.1)%, as applicable.
6 |
The accompanying notes are an integral part of these financial statements.
STATEMENT OF ASSETS AND LIABILITIES at September 30, 2022 |
Assets: | | | |
Investments in securities, at value (Cost $73,531,359) (Note 2) | | $63,801,928 | |
Receivables: | | | |
Dividends and interest | | 53,906 | |
Total assets | | 63,855,834 | |
| | | |
Liabilities: | | | |
Payables: | | | |
Management fees (Note 4) | | 36,954 | |
Total liabilities | | 36,954 | |
Net Assets | | $63,818,880 | |
| | | |
Components of Net Assets: | | | |
Paid-in capital | | $86,362,222 | |
Total distributable (accumulated) earnings (losses) | | (22,543,342 | ) |
Net assets | | $63,818,880 | |
| | | |
Net Asset Value (unlimited shares authorized): | | | |
Net assets | | $63,818,880 | |
Shares of beneficial interest issued and outstanding | | 1,550,000 | |
Net asset value | | $41.17 | |
7 |
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS For the Year Ended September 30, 2022 |
Investment Income: | | | |
Dividend income | | $920,280 | |
Interest income | | 663 | |
Total investment income | | 920,943 | |
| | | |
Expenses: | | | |
Management fees (Note 4) | | 492,071 | |
Total expenses | | 492,071 | |
Net investment income (loss) | | 428,872 | |
| | | |
Realized and Unrealized Gain (Loss) on Investments: | | ||
Net realized gain (loss) on: | | | |
Investments | | 2,366,583 | |
Change in net unrealized appreciation/depreciation on: | | | |
Investments | | (14,384,238 | ) |
Net realized and unrealized gain (loss) on investments | | (12,017,655 | ) |
Net increase (decrease) in net assets resulting from operations | | $(11,588,783 | ) |
8 |
The accompanying notes are an integral part of these financial statements.
STATEMENTS OF CHANGES IN NET ASSETS |
|
| Year Ended September 30, 2022 |
| Year Ended September 30, 2021 | |
Increase (Decrease) in Net Assets From: | | ||||
| |||||
Operations: | | ||||
Net investment income (loss) | | $428,872 | | $312,293 | |
Net realized gain (loss) on investments | | 2,366,583 | | 16,317,069 | |
Change in net unrealized appreciation/depreciation on investments | | (14,384,238 | ) | 1,998,006 | |
Net increase (decrease) in net assets resulting from operations | | (11,588,783 | ) | 18,627,368 | |
| | | | | |
Distributions to Shareholders: | | ||||
Net distributions to shareholders | | (259,875 | ) | (554,952 | ) |
| | | | | |
Capital Share Transactions: | | ||||
Net increase (decrease) in net assets derived from net change in outstanding shares(1) | | (2,635,778 | ) | 1,319,185 | |
Total increase (decrease) in net assets | | (14,484,436 | ) | 19,391,601 | |
| | | | | |
Net Assets: | | ||||
Beginning of year | | 78,303,316 | | 58,911,715 | |
End of year | | $63,818,880 | | $78,303,316 | |
(1)Summary of share transactions is as follows:
| | Year Ended | | Year Ended | | ||||
| | Shares | | Value | | Shares | | Value | |
Shares sold | | 575,000 | | $27,909,480 | | 1,425,000 | | $64,392,668 | |
Shares redeemed | | (625,000 | ) | (30,545,258 | ) | (1,400,000 | ) | (63,073,483 | ) |
Net increase (decrease) | | (50,000 | ) | $(2,635,778 | ) | 25,000 | | $1,319,185 | |
9 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL HIGHLIGHTS For a capital share outstanding throughout each year |
|
| Year Ended |
| Year Ended |
| Year Ended |
| Year Ended |
| Year Ended | |
Net asset value, beginning of year | | $48.94 | | $37.40 | | $34.12 | | $34.03 | | $29.18 | |
| | | | | | | | | | | |
Income from Investment Operations: | | | | | | | | | | | |
Net investment income (loss)(1) | | 0.27 | | 0.20 | | 0.47 | | 0.52 | | 0.45 | |
Net realized and unrealized gain (loss) on investments | | (7.87 | ) | 11.69 | | 3.39 | | 0.03 | (4) | 4.77 | |
Total from investment operations | | (7.60 | ) | 11.89 | | 3.86 | | 0.55 | | 5.22 | |
| | | | | | | | | | | |
Less Distributions: | | | | | | | | | | | |
From net investment income | | (0.17 | ) | (0.35 | ) | (0.58 | ) | (0.46 | ) | (0.37 | ) |
Total distributions | | (0.17 | ) | (0.35 | ) | (0.58 | ) | (0.46 | ) | (0.37 | ) |
| | | | | | | | | | | |
Capital Share Transactions: | | | | | | | | | | | |
Transaction fees | | — | | — | | — | | — | | 0.00 | (5) |
Net asset value, end of year | | $41.17 | | $48.94 | | $37.40 | | $34.12 | | $34.03 | |
Total return(2) | | (15.61 | )% | 31.91 | % | 11.44 | % | 1.86 | % | 18.02 | % |
| | | | | | | | | | | |
Ratios / Supplemental Data: | | | | | | | | | | | |
Net assets, end of year (millions) | | $63.8 | | $78.3 | | $58.9 | | $58.0 | | $57.8 | |
Portfolio turnover rate(3) | | 54 | % | 50 | % | 67 | % | 36 | % | 72 | % |
Ratio of expenses to average net assets | | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % | 0.65 | % |
Ratio of net investment income (loss) to average net assets | | 0.57 | % | 0.42 | % | 1.37 | % | 1.59 | % | 1.41 | % |
(1)Calculated based on average shares outstanding during the period.
(2)Total return is based on the Fund’s net asset value. Additional performance information is presented in the Performance Summary
(3)Excludes the impact of in-kind transactions.
(4) Net realized and unrealized gain (loss) per share in the caption are balancing amounts necessary to reconcile the change in the net asset value per share for the period, and may not reconcile with the aggregate gain (loss) in the Statements of Operations due to share transactions for the period.
(5)Does not round to $0.01 or $(0.01), as applicable.
10 |
NOTES TO FINANCIAL STATEMENTS September 30, 2022 |
NOTE 1 – ORGANIZATION |
The American Customer Satisfaction ETF (the “Fund”) is a diversified series of shares of beneficial interest of Tidal ETF Trust (the “Trust”). The Trust was organized as a Delaware statutory trust on June 4, 2018 and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares is registered under the Securities Act of 1933, as amended. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services—Investment Companies.” The Fund commenced operations on October 31, 2016.
The investment objective of the Fund is to track the performance, before fees and expenses, of the American Customer Satisfaction Investable Index (the “Index”).
The Trust acquired the American Consumer Satisfaction ETF (the “Predecessor Fund”) a series of ETF series solutions, in a tax-free reorganization on May 24, 2021. As a series of the Trust, the Fund is a continuation of the Predecessor Fund.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES |
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
A.Security Valuation. Equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on the NASDAQ Stock Market, LLC (“NASDAQ”)), including securities traded over the counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents (“Independent Pricing Agents”) each day that the Fund is open for business.
Effective September 8, 2022, for securities for which quotations are not readily available, under Rule 2a-5 of the 1940 Act, a fair value will be determined by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Fund’s investment adviser, Toroso Investments, LLC (the “Adviser”), subject to oversight by the Trust’s Board of Trustees (the “Board”). When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations.
As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 –Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 –Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.
11 |
American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. 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. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
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 falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following is a summary of the inputs used to value the Fund’s investments as of September 30, 2022:
Investments in Securities | | Level 1 | | Level 2 | | Level 3 | | Total |
Common Stocks(1) | | $63,673,192 | | $— | | $— | | $63,673,192 |
Short-Term Investments | | 128,736 | | — | | — | | 128,736 |
Total Investments in Securities | | $63,801,928 | | $— | | $— | | $63,801,928 |
(1)See Schedule of Investments for the industry breakout.
B.Federal Income Taxes. The Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years.
As of September 30, 2022, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially.
C.Securities Transactions and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Debt income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Trust’s understanding of the applicable country’s tax rules and rates.
D.Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date.
E.Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.
F.Share Valuation. The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. The Fund’s shares will not be priced on the days on which the New York Stock Exchange (“NYSE”) is closed for trading.
G.Guarantees and Indemnifications. In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
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American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
H.Illiquid Investments. Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program.
I.Reclassification of Capital Accounts. Accounting principles generally accepted in the United States of America require that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. These differences are primarily due to redemptions in kind. For the year ended September 30, 2022, the following adjustments were made:
Paid-In Capital | | Total Distributed (Accumulated) Earnings (Losses) |
$6,766,628 | | $(6,766,628) |
During the year ended September 30, 2022, the Fund realized $7,008,423 in net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from accumulated earnings to paid-in capital.
J.Recently Issued Accounting Pronouncements.
•In June 2022, the FASB issued Accounting Standards Update 2022-03, which amends Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023 and for interim periods within those fiscal years, with early adoption permitted. The Fund is currently evaluating the impact, if any, of these amendments on the financial statements.
NOTE 3 – PRINCIPAL INVESTMENT RISKS |
A.Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security, and related risks. Cyber incidents affecting the Fund or its service providers may cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs.
B.Equity Market Risk. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers. In addition, local, regional or global events such as war, acts of terrorism, spread of infectious diseases or other public health issues, recessions, or other events could have a significant negative impact on the Fund and its investments.
C.Exchange Traded Fund (“ETF”) Risk. The Fund is an ETF, and, as a result of an ETF’s structure, it is exposed to the following risks:
•Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants (“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, shares of the Fund (“Shares”) may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business
13 |
American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.
•Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.
•Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant.
•Trading. Although Shares are listed for trading on Cboe BZX Exchange, Inc. (the “Exchange”) and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares.
D.Other Investment Companies Risk. The Fund will incur higher and duplicative expenses when it invests in ETFs and other investment companies. By investing in another investment company, the Fund becomes a shareholder of that investment company and bears its proportionate share of the fees and expenses of the other investment company. There is also the risk that the Fund may suffer losses due to the investment practices of the underlying funds as the Fund will be subject to substantially the same risks as those associated with the direct ownership of securities held by such investment companies. ETFs may be less liquid than other investments, and thus their share values more volatile than the values of the investments they hold. Investments in ETFs are also subject to the “ETF Risks” described above.
E.Models and Data Risk. The composition of the Index is heavily dependent on proprietary quantitative models as well as information and data supplied by third parties (“Models and Data”). When Models and Data prove to be incorrect or incomplete, any decisions made in reliance thereon may lead to securities being included in or excluded from the Index that would have been excluded or included had the Models and Data been correct and complete. If the composition of the Index reflects such errors, the Fund’s portfolio can be expected to reflect the errors, too.
F.Passive Investment Risk. The Fund invests in the securities included in, or representative of, the Index regardless of their investment merit. The Fund does not attempt to outperform the Index or take defensive positions in declining markets. As a result, the Fund’s performance may be adversely affected by a general decline in the market segments relating to the Index.
G.Recent Market Events Risk. U.S. and international markets have experienced significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic, which has resulted in a public health crisis, disruptions to business operations and supply chains, stress on the global healthcare system, growth concerns in the U.S. and overseas, staffing shortages and the inability to meet consumer demand, and widespread concern and uncertainty. The global recovery from COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains and may last for an extended period of time. Continuing uncertainties regarding interest rates, political events, rising government debt in the U.S. and trade tensions also contribute to market volatility.
H.Sector Risk. To the extent the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors. As of September 30, 2022, the Fund maintained 25.1% of its net assets in the Communications sector.
•Consumer Discretionary Sector Risk. The Fund may invest significantly in companies in the consumer discretionary sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. The success of consumer product manufacturers and retailers is tied closely to the performance of domestic and international economies, interest rates, exchange rates, competition, consumer confidence, changes in demographics and consumer preferences. Companies in the consumer discretionary sector depend heavily on disposable household income and consumer spending, and may be strongly affected by social trends and marketing campaigns. These companies may be subject to severe competition, which may have an adverse impact on their profitability.
14 |
American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
•Consumer Staples Sector Risk. The Fund may invest significantly in companies in the consumer staples sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Companies in the consumer staples sector, including those in the food and beverage industries, may be affected by general economic conditions, commodity production and pricing, consumer confidence and spending, consumer preferences, interest rates, product cycles, marketing campaigns, competition, and government regulations.
•Information Technology Sector Risk. The Fund may invest significantly in companies in the information technology sector, and therefore the performance of the Fund could be be negatively impacted by events affecting this sector. Market or economic factors impacting information technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
I.Tracking Error Risk. As with all index funds, the performance of the Fund and the Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in the securities of the Index at all times or may hold securities not included in the Index.
NOTE 4 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS |
Toroso Investments, LLC (the “Adviser”) serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, has overall responsibility for the general management and administration of the Fund, subject to the direction and control of the Board. The Adviser is also responsible for trading portfolio securities on behalf of the Fund, including selecting broker-dealers to execute purchase and sales transactions, subject to the supervision of the Board.
Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Management Fee”) based on the average daily net assets of the Fund at the annualized rate of 0.65%. Out of the Management Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees, and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (the “Excluded Expenses”), and the Management Fee payable to the Adviser. The Management Fees incurred are paid monthly to the Adviser.
The Adviser has entered into an agreement with CSat Investment Advisory, L.P. (“CSat”), under which CSat assumes the obligation of the Adviser to pay all expenses of the Fund, except Excluded Expenses (such expenses of the Fund, except Excluded Expenses, the “Unitary Expenses”). Although CSat has agreed to be responsible for the Unitary Expenses, the Adviser retains the ultimate obligation to the Fund to pay such expenses. CSat will also provide marketing support for the Fund, including hosting the Fund’s website and preparing marketing materials related to the Fund. For these services and payments, CSat is entitled to a fee, to be paid by the Adviser, based on the total management fee earned by the Adviser under the Advisory Agreement less the Unitary Expenses. CSat does not make investment decisions, provide investment advice, or otherwise act in the capacity of an investment adviser to the Fund.
Tidal ETF Services LLC (“Tidal”), an affiliate of the Adviser, serves as the Fund’s administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers.
Fund Services serves as the Fund’s sub-administrator, fund accountant and transfer agent. In those capacities Fund Services performs various administrative and accounting services for the Fund. Fund Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied
15 |
American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
to the Board; and monitors the activities of the Fund’s custodian. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian.
Foreside Fund Services, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.
Certain officers and a trustee of the Trust are affiliated with the Adviser and Fund Services. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Fund.
NOTE 5 – PURCHASES AND SALES OF SECURITIES |
For the year ended September 30, 2022, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities, and in-kind transactions were $40,700,890 and $40,455,728, respectively.
For the year ended September 30, 2022, there were no purchases or sales of long-term U.S. Government securities.
For the year ended September 30, 2022, in-kind transactions associated with creations and redemptions for the Fund were $27,743,273 and $30,478,661, respectively.
NOTE 6 – INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the years ended September 30, 2022 and September 30, 2021 was as follows:
Distribution paid from: | | September 30, 2022 | | September 30, 2021 |
Ordinary income | | $259,875 | | $554,952 |
As of the year ended September 30, 2022, the components of accumulated earnings/(losses) on a tax basis were as follows:
| | September 30, 2022 | |
Cost of investments (1) | | $75,217,296 | |
Gross tax unrealized appreciation | | $2,940,726 | |
Gross tax unrealized depreciation | | (14,356,094 | ) |
Net tax unrealized appreciation (depreciation) | | (11,415,368 | ) |
Undistributed ordinary income (loss) | | 403,680 | |
Undistributed long-term capital gain (loss) | | — | |
Total distributable earnings | | 403,680 | |
Other accumulated gain (loss) | | (11,531,654 | ) |
Total accumulated gain (loss) | | $(22,543,342 | ) |
(1)The difference between book and tax-basis unrealized appreciation was attributable primarily to the treatment of wash sales.
Net capital losses incurred after October 31 and net investment losses incurred after December 31, and within the taxable year, are deemed to arise on the first business day of the Fund’s next taxable year. As of September 30, 2022, the Fund had no late year losses and had short-term and long-term capital loss carryovers of $7,992,271 and $3,539,383, respectively, which do not expire.
NOTE 7 – SHARE TRANSACTIONS |
Shares of the Fund are listed and traded on the Exchange. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV generally in large blocks of shares, called (“Creation Units”). Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units.
16 |
American Customer Satisfaction ETF
NOTES TO FINANCIAL STATEMENTS September 30, 2022 (Continued) |
Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.
The Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Unit of up to a maximum of 2% and for Redemption Units of up to a maximum of 2%, respectively, of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statements of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.
NOTE 8 – RECENT MARKET EVENTS |
U.S. and international markets have experienced significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including the impact of COVID-19 as a global pandemic and related public health crisis, growth concerns in the U.S. and overseas, uncertainties regarding interest rates, rising inflation, trade tensions, and the threat of tariffs imposed by the U.S. and other countries. The global recovery from COVID-19 is proceeding at slower than expected rates due to the emergence of variant strains and may last for an extended period of time. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. Continuing market volatility as a result of recent market conditions or other events may have adverse effects on your account.
NOTE 9 – SUBSEQUENT EVENTS |
In preparing these financial statements, the Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Effective November 1, 2022, Daniel Carlson resigned as Treasurer, Principal Financial Officer and Principal Accounting Officer of the Trust, appointed Senior Vice President of the Trust, and continues to serve as AML Compliance Officer of the Trust. Also effective November 1, 2022, Aaron Perkovich was appointed Treasurer, Principal Financial Officer and Principal Accounting Officer of the Trust.
17 |
EXPENSE EXAMPLE For the Six Months Ended September 30, 2022 (Unaudited) |
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including brokerage commissions paid on purchases and sales of the Fund’s shares, and (2) ongoing costs, including management fees of the Fund. The example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period indicated, which is from April 1, 2022 to September 30, 2022.
Actual Expenses
The first line of the following table provides information about actual account values and actual expenses. The example includes, but is not limited to, unitary fees. However, the example does not include portfolio trading commissions and related expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period’’ to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the following table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as brokerage commissions paid on purchases and sales of the Fund’s shares. Therefore, the second line of the following table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. If these transactional costs were included, your costs would have been higher.
| Beginning | | Ending | | Expenses Paid |
$1,000.00 | | $ 814.60 | | $2.96 | |
Hypothetical (5% annual return before expenses) | $1,000.00 | | $1,021.81 | | $3.29 |
(1)Expenses are equal to the Fund’s annualized net expense ratio for the most recent six-month period of 0.65%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the most recent six-month period).
18 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
To the Shareholders of American Customer Satisfaction ETF and
Board of Trustees of Tidal ETF Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of American Customer Satisfaction ETF (the “Fund”), a series of Tidal ETF Trust, as of September 30, 2022, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the five years in the period then ended (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 September 30, 2022, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, 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 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 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.
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 procedures included confirmation of securities owned as of September 30, 2022, by correspondence with the custodian. 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.
We have served as the Fund’s auditor since 2016.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
November 28, 2022
19 |
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) |
Name, Address and | Position Held | Term of Office and Length of Time Served | Principal Occupation(s) | Number of Portfolios in Fund Complex Overseen by Trustee | Other |
Independent Trustees(1) | | | | | |
Mark H.W. Baltimore c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1967 | Trustee | Indefinite term; since 2018 | Co-Chief Executive Officer, Global Rhino, LLC (asset management consulting firm) (since 2018); Chief Business Development Officer, Joot (asset management compliance services firm) (since 2019); Chief Executive Officer, Global Sight, LLC (asset management distribution consulting firm) (2016–2018). | 35 | None |
Dusko Culafic c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1958 | Trustee | Indefinite term; since 2018 | Retired (since 2018); | 35 | None |
Eduardo Mendoza c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1966 | Trustee | Indefinite term; since 2018 | Chief Financial Officer (since 2022), Executive Vice President - Head of Capital Markets & Corporate Development (since 2019), Advisor (2017- 2019), Credijusto (financial technology company); Founding Partner / Capital Markets & Head of Corporate Development, SQN Latina (specialty finance company) (2016–2017). | 35 | None |
Interested Trustee and Executive Officer | | | | | |
Eric W. Falkeis(2) c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1973 | President, Principal Executive Officer, Interested Trustee, Chairman, | President and Principal Executive Officer since 2019, Indefinite term; Trustee, Chairman, and Secretary since 2018, Indefinite term | Chief Executive Officer, Tidal ETF Services LLC (since 2018); Chief Operating Officer (and other positions), Rafferty Asset Management, LLC (2013 to 2018) and Direxion Advisors, LLC (2017 to 2018). | 35 | Trustee, Tidal ETF Trust II (1 series) (since 2022); Independent Director, Muzinich BDC, Inc. (since 2019); Trustee, Professionally Managed Portfolios (25 series) (since 2011); Interested Trustee, Direxion Funds, Direxion Shares ETF Trust, and Direxion Insurance Trust (2014–2018). |
| | | | | |
20 |
American Customer Satisfaction ETF
TRUSTEES AND EXECUTIVE OFFICERS (Unaudited) (Continued) |
Name, Address and | Position Held | Term of Office and Length of Time Served | Principal Occupation(s) | Number of Portfolios in Fund Complex Overseen by Trustee | Other |
Executive Officers | | | | | |
Daniel H. Carlson c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1955 | Senior Vice President and AML Compliance Officer | Senior Vice President since 2022, Indefinite term; AML Compliance Officer since 2018, Indefinite term | Chief Financial Officer and Managing Member (since 2012), Chief Compliance Officer (since 2012), Toroso Investments, LLC. | Not Applicable | Not Applicable |
Aaron J. Perkovich c/o Tidal ETF Services, LLC
234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1973 | Treasurer, Principal Financial Officer, and Principal Accounting Officer | Indefinite term; since 2022 | Fund Administration Manager, Tidal ETF Services LLC (since 2022); Assistant Director – Investments, Mason Street Advisors, LLC (2021 to 2022); Vice President, U.S. Bancorp Fund Services, LLC (2006 to 2021). | Not Applicable | Not Applicable |
William H. Woolverton, Esq. c/o Tidal ETF Services, LLC Suite 203 Milwaukee, Wisconsin 53204 Born: 1951 | Chief Compliance Officer | Indefinite term; since 2021 | Compliance Advisor, Toroso Investments, LLC (since 2022); Chief Compliance Officer, Tidal ETF Services LLC (since 2022); Senior Compliance Advisor, Cipperman Compliance Services, LLC (2020 to 2022); Operating Partner, Altamont Capital Partners (private equity firm) (2021 to present); Managing Director and Head of Legal - US, Waystone (global governance solutions) (2016 to 2019). | Not Applicable | Not Applicable |
Ally L. Mueller c/o Tidal ETF Services, LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204 Born: 1979 | Assistant Treasurer | Indefinite term; since 2022 | Head of ETF Launches and Finance Director, Tidal ETF Services LLC (since 2019). | Not Applicable | Not Applicable |
Cory R. Akers c/o U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, Wisconsin 53202 Born: 1978 | Assistant Secretary | Indefinite term; since 2019 | Assistant Vice President, U.S. Bancorp Fund Services, LLC (since 2006). | Not Applicable | Not Applicable |
(1)All Independent Trustees of the Trust are not “interested persons” of the Trust as defined under the 1940 Act (“Independent Trustees”).
(2)Mr. Falkeis is considered an “interested person” of the Trust due to his positions as President, Principal Executive Officer, Chairman and Secretary of the Trust, and Chief Executive Officer of Tidal ETF Services LLC, an affiliate of the Adviser.
21 |
ADDITIONAL INFORMATION
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION (Unaudited) |
For the year ended September 30, 2022, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017.
The percentage of dividends declared from ordinary income designated as qualified dividend income for the year ended September 30, 2022 was 100.00%.
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended September 30, 2022, was 100.00%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distribution under Internal Revenue Section 871(k)(2)(c) for the year ended September 30, 2022, was 0.00%.
INFORMATION ABOUT PROXY VOTING (Unaudited) |
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request without charge, by calling (800) 617-0004 or by accessing the Fund’s website at www.acsietf.com. Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available upon request without charge by calling (800) 617-0004 or by accessing the SEC’s website at www.sec.gov.
INFORMATION ABOUT THE PORTFOLIO HOLDINGS (Unaudited) |
The Fund’s portfolio holdings are posted on the Fund’s website daily at www.acsietf.com. The Fund files its complete schedule of portfolio holdings with the SEC for its first and third fiscal quarters on Part F of Form N-PORT. The Fund’s Part F of Form N-PORT is available without charge, upon request, by calling (800) 617-0004. Furthermore, you can obtain the Part F of Form N-PORT on the SEC’s website at www.sec.gov.
FREQUENCY DISTRIBUTION OF PREMIUMS AND DISCOUNTS (Unaudited) |
Information regarding how often shares of the Fund trade on the exchange at a price above (i.e., at a premium) or below (i.e., at a discount) to its daily NAV is available, without charge, on the Fund’s website at www.acsietf.com.
INFORMATION ABOUT THE FUND’S TRUSTEES (Unaudited) |
The Statement of Additional Information (“SAI”) includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 617-0004. Furthermore, you can obtain the SAI on the SEC’s website at www.sec.gov or the Fund’s website at www.acsietf.com.
Investment Adviser
Toroso Investments, LLC
898 N. Broadway, Suite 2
Massapequa, New York 11758
Independent Registered Public Accounting Firm
Cohen & Company, Ltd.
342 N. Water Street, Suite 1800
Milwaukee, Wisconsin 53202
Legal Counsel
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, Wisconsin 53202
Custodian
U.S. Bank N.A.
Custody Operations
1555 North RiverCenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Fund Administrator
Tidal ETF Services LLC
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
Transfer Agent, Fund Accountant and Fund Sub-Administrator
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Distributor
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Portland, Maine 04101
Fund Information | ||||
Fund | | Ticker | | CUSIP |
American Customer Satisfaction ETF | | ACSI | | 886364710 |
| (b) | Not applicable. |
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant’s Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant’s Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. Dusko Culafic is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past fiscal year. “Audit services” refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the last fiscal year for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
American Customer Satisfaction ETF
| FYE 09/30/2022 | FYE 09/30/2021 | |
| Audit Fees | $12,500 | $12,500 |
| Audit-Related Fees | N/A | N/A |
| Tax Fees | $3,000 | $3,000 |
| All Other Fees | N/A | N/A |
The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
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The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| Non-Audit Related Fees | FYE 09/30/2022 | FYE 09/30/2021 |
| Registrant | N/A | N/A |
| Registrant’s Investment Adviser | N/A | N/A |
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last year. The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
| Non-Audit Related Fees | FYE 09/30/2022 | FYE 09/30/2021 |
| Registrant | N/A | N/A |
| Registrant’s Investment Adviser | N/A | N/A |
Item 5. Audit Committee of Listed Registrants.
The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Dusko Culafic, Eduardo Mendoza, and Mark H.W. Baltimore.
Item 6. Investments.
(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
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Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of Trustees.
Item 11. Controls and Procedures.
| (a) | The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 13. Exhibits.
(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.Filed herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Tidal ETF Trust |
By (Signature and Title) | /s/ Eric W. Falkeis |
| Eric W. Falkeis, President/Principal Executive Officer |
Date | December 3, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Eric W. Falkeis |
| Eric W. Falkeis, President/Principal Executive Officer |
Date | December 3, 2022 |
By (Signature and Title)* | /s/ Aaron J. Perkovich |
| Aaron J. Perkovich, Treasurer/Principal Financial Officer |
Date | December 3, 2022 |
* Print the name and title of each signing officer under his or her signature.
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