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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 (811-05037)
Professionally
Managed Portfolios
(Exact name of registrant as specified in charter)
615 East Michigan Street
Milwaukee,
WI 53202
(Address of principal executive offices) (Zip code)
Jason Hadler
Professionally Managed Portfolios
c/o U.S. Bank Global Fund Services
777 E. Wisconsin Avenue
Milwaukee, WI 53202
(Name and address of agent for service)
(414) 516-1523
Registrant’s telephone number, including area
code
Date of fiscal year end: October
31
Date of reporting period: April
30, 2025
Item 1. Report to Stockholders.
|
|
|
|
Otter Creek Focus Strategy ETF
|
|
OCFS (Principal U.S. Listing Exchange: NYSE Arca ) NYSEArca
|
Semi-Annual Shareholder Report | April 30, 2025
|
This semi-annual shareholder report contains important information about the Otter Creek Focus Strategy ETF for the period of November 1, 2024, to April 30, 2025. You can find additional information about the Fund at https://otterfs.com/. You can also request this information by contacting us at (855) 681-5261.
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
Otter Creek Focus Strategy ETF
|
$40
|
%
|
KEY FUND STATISTICS (as of April 30, 2025)
|
|
Net Assets
|
$8,882,018
|
Number of Holdings
|
30
|
Portfolio Turnover
|
76%
|
Visit https://otterfs.com/ for more recent performance information.
WHAT DID THE FUND INVEST IN? (as of April 30, 2025)
|
|
Top 10 Issuers
|
(% of net assets)
|
Parsons Corp.
|
5.7%
|
W R Berkley Corp.
|
4.8%
|
Quanta Services, Inc.
|
4.6%
|
LPL Financial Holdings, Inc.
|
4.6%
|
Vertiv Holdings Co.
|
4.4%
|
F5, Inc.
|
4.2%
|
L3Harris Technologies, Inc.
|
3.7%
|
Workday, Inc.
|
3.7%
|
Corning, Inc.
|
3.6%
|
CenterPoint Energy, Inc.
|
3.5%
|
|
|
Top Sectors
|
(% of net assets)
|
Financials
|
28.8%
|
Industrials
|
26.4%
|
Technology
|
22.9%
|
Utilities
|
6.6%
|
Health Care
|
3.8%
|
Real Estate
|
3.1%
|
Consumer Discretionary
|
2.9%
|
Communications
|
2.7%
|
Cash & Other
|
2.8%
|
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://otterfs.com/.
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Otter Creek Advisors, LLC documents not be householded, please contact Otter Creek Advisors, LLC at (855) 681-5261, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Otter Creek Advisors, LLC or your financial intermediary.
Otter Creek Focus Strategy ETF
|
PAGE 1
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TSR-SAR-74316P595 |
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial
Expert.
Not applicable for semi-annual reports.
Item 4.
Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5.
Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6.
Investments.
(a) Schedule of Investments is included within the financial statements
filed under Item 7 of this Form.
(b) Not applicable.
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
(a)
Otter
Creek Focus Strategy ETF
(OCFS)
Core Financial
Statements
April 30,
2025 (Unaudited)
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
Schedule
of Investments
April 30,
2025 (Unaudited)
|
|
|
|
|
|
|
COMMON
STOCKS - 97.2%
|
|
|
|
|
|
|
Aerospace
& Defense - 9.4%
|
|
|
|
|
|
|
L3Harris
Technologies, Inc. |
|
|
1,500 |
|
|
$330,030
|
Parsons
Corp.(a) |
|
|
7,605 |
|
|
508,470
|
|
|
|
|
|
|
838,500
|
Application
Software - 7.0%
|
|
|
|
|
|
|
Guidewire
Software, Inc.(a) |
|
|
1,437 |
|
|
294,254
|
Workday,
Inc. - Class A(a) |
|
|
1,342 |
|
|
328,790
|
|
|
|
|
|
|
623,044
|
Casinos
& Gaming - 2.9%
|
|
|
|
|
|
|
DraftKings,
Inc. - Class A(a) |
|
|
7,623 |
|
|
253,770
|
Communications
Equipment - 4.2%
|
|
|
|
|
|
|
F5,
Inc.(a) |
|
|
1,409 |
|
|
373,019
|
Construction
& Engineering - 7.8%
|
|
|
|
|
|
|
Jacobs
Solutions, Inc. |
|
|
2,290 |
|
|
283,502
|
Quanta
Services, Inc. |
|
|
1,396 |
|
|
408,595
|
|
|
|
|
|
|
692,097
|
Data
Processing & Outsourced Services - 2.4%
|
SS&C
Technologies Holdings, Inc. |
|
|
2,792 |
|
|
211,075
|
Electrical
Components & Equipment - 4.4%
|
Vertiv
Holdings Co. - Class A |
|
|
4,541 |
|
|
387,711
|
Electronic
Components - 3.6%
|
|
|
|
|
|
|
Corning,
Inc. |
|
|
7,208 |
|
|
319,891
|
Environmental
& Facilities Services - 5.1%
|
|
|
|
|
|
|
Clean
Harbors, Inc.(a) |
|
|
1,266 |
|
|
270,848
|
Veralto
Corp. |
|
|
1,855 |
|
|
177,894
|
|
|
|
|
|
|
448,742
|
Financial
Exchanges & Data - 6.2%
|
|
|
|
|
|
|
Intercontinental
Exchange, Inc. |
|
|
1,602 |
|
|
269,088
|
Nasdaq,
Inc. |
|
|
3,646 |
|
|
277,862
|
|
|
|
|
|
|
546,950
|
Industrial
Conglomerates - 3.3%
|
|
|
|
|
|
|
3M
Co. |
|
|
2,115 |
|
|
293,795
|
Insurance
Brokers - 8.1%
|
|
|
|
|
|
|
Baldwin
Insurance Group, Inc. - Class A(a) |
|
|
6,816 |
|
|
283,682
|
Brown
& Brown, Inc. |
|
|
2,525 |
|
|
279,265
|
Ryan
Specialty Holdings, Inc. |
|
|
2,386 |
|
|
156,307
|
|
|
|
|
|
|
719,254
|
Interactive
Home Entertainment - 2.7%
|
|
|
|
|
|
|
Take-Two
Interactive Software, Inc.(a) |
|
|
1,034 |
|
|
241,253
|
Investment
Banking & Brokerage - 4.6%
|
|
|
|
|
|
|
LPL
Financial Holdings, Inc. |
|
|
1,277 |
|
|
408,372
|
Life
Sciences Tools & Services - 3.8%
|
|
|
|
|
|
|
Avantor,
Inc.(a) |
|
|
8,445 |
|
|
109,700
|
Revvity,
Inc. |
|
|
2,476 |
|
|
231,333
|
|
|
|
|
|
|
341,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Utilities
- 6.6%
|
|
|
|
|
|
|
Ameren
Corp. |
|
|
2,722 |
|
|
$270,131
|
CenterPoint
Energy, Inc. |
|
|
8,116 |
|
|
314,739
|
|
|
|
|
|
|
584,870
|
Property
& Casualty Insurance - 4.8%
|
|
|
|
|
|
|
W
R Berkley Corp. |
|
|
5,927 |
|
|
424,907
|
Rail
Transportation - 2.1%
|
|
|
|
|
|
|
Canadian
Pacific Kansas City Ltd. |
|
|
2,556 |
|
|
185,233
|
Specialized
REITs - 3.1%
|
|
|
|
|
|
|
SBA
Communications Corp. |
|
|
1,143 |
|
|
278,206
|
Technology
Hardware, Storage & Peripherals - 2.7%
|
|
|
|
|
|
|
CompoSecure,
Inc. |
|
|
22,111 |
|
|
243,000
|
Transaction
& Payment Processing - 2.4%
|
|
|
|
|
|
|
Block,
Inc.(a) |
|
|
3,664 |
|
|
214,234
|
TOTAL
COMMON STOCKS
(Cost
$8,625,435) |
|
|
|
|
|
8,628,956
|
TOTAL
INVESTMENTS - 97.2%
(Cost
$8,625,435) |
|
|
|
|
|
$8,628,956
|
Other
Assets in Excess of
Liabilities
- 2.8% |
|
|
|
|
|
253,062
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$8,882,018 |
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
REIT
- Real Estate Investment Trust
(a)
|
Non-income producing
security. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
Statement
of Assets and Liabilities
April 30,
2025 (Unaudited)
|
|
|
|
ASSETS:
|
|
|
|
Investments,
at value |
|
|
$8,628,956
|
Cash |
|
|
258,847
|
Dividends
receivable |
|
|
173
|
Dividend
tax reclaims receivable |
|
|
64
|
Total
assets |
|
|
8,888,040
|
LIABILITIES:
|
|
|
|
Payable
to adviser |
|
|
6,022
|
Total
liabilities |
|
|
6,022
|
NET
ASSETS |
|
|
$
8,882,018 |
NET
ASSETS CONSISTS OF:
|
|
|
|
Paid-in
capital |
|
|
$9,221,758
|
Total
accumulated losses |
|
|
(339,740)
|
Total
net assets |
|
|
$
8,882,018 |
Net
assets |
|
|
$8,882,018
|
Shares
issued and outstanding(a) |
|
|
375,000
|
Net
asset value per share |
|
|
$23.69
|
COST:
|
|
|
|
Investments,
at cost |
|
|
$8,625,435 |
|
|
|
|
(a)
|
Unlimited shares authorized
without par value. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
Statement
of Operations
For
the Period Ended April 30, 2025 (Unaudited)
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
Dividend
income |
|
|
$98,237
|
Less:
Dividend withholding taxes |
|
|
(96)
|
Interest
income |
|
|
3,918
|
Total
investment income |
|
|
102,059
|
EXPENSES:
|
|
|
|
Investment
advisory fee |
|
|
38,365
|
Total
expenses |
|
|
38,365
|
NET
INVESTMENT INCOME |
|
|
63,694
|
REALIZED
AND UNREALIZED GAIN (LOSS)
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
Investments |
|
|
(292,169)
|
Net
realized gain (loss) |
|
|
(292,169)
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
Investments |
|
|
(1,016,710)
|
Net
change in unrealized appreciation (depreciation) |
|
|
(1,016,710)
|
Net
realized and unrealized gain (loss) |
|
|
(1,308,879)
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
(1,245,185) |
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
Statements
of Changes in Net Assets
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
$63,694 |
|
|
$(8,589)
|
Net
realized gain (loss) |
|
|
(292,169) |
|
|
(23,943)
|
Net
change in unrealized appreciation (depreciation) |
|
|
(1,016,710) |
|
|
833,526
|
Net
increase (decrease) in net assets from operations |
|
|
(1,245,185) |
|
|
800,994
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
Subscriptions |
|
|
6,301,152 |
|
|
8,215,739
|
Redemptions |
|
|
(4,701,768) |
|
|
(488,914)
|
Net
increase (decrease) in net assets from capital transactions |
|
|
1,599,384 |
|
|
7,726,825
|
NET
INCREASE (DECREASE) IN NET ASSETS |
|
|
354,199 |
|
|
8,527,819
|
NET
ASSETS:
|
|
|
|
|
|
|
Beginning
of the period |
|
|
8,527,819 |
|
|
—
|
End
of the period |
|
|
$8,882,018 |
|
|
$8,527,819
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
Subscriptions |
|
|
240,000 |
|
|
335,000
|
Redemptions |
|
|
(180,000) |
|
|
(20,000)
|
Total
increase (decrease) in shares outstanding |
|
|
60,000 |
|
|
315,000 |
|
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was May 17, 2024. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
Financial
Highlights
|
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$27.07 |
|
|
$24.55
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
|
|
Net
investment income (loss)(b) |
|
|
0.18 |
|
|
(0.04)
|
Net
realized and unrealized gain (loss) on investments(c) |
|
|
(3.56) |
|
|
2.56
|
Total
from investment operations |
|
|
(3.38) |
|
|
2.52
|
LESS
DISTRIBUTIONS FROM:
|
|
|
|
|
|
|
Net
asset value, end of period |
|
|
$23.69 |
|
|
$27.07
|
TOTAL
RETURN at NAV(d)(g) |
|
|
−12.51% |
|
|
10.27%
|
TOTAL
RETURN at MKT(d)(g) |
|
|
−12.39% |
|
|
10.21%
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$8,882 |
|
|
$8,528
|
Ratio
of expenses to average net assets(e) |
|
|
0.85% |
|
|
0.85%
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
1.41% |
|
|
(0.35)%
|
Portfolio
turnover rate(d)(f) |
|
|
76% |
|
|
7% |
|
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was May 17, 2024. |
(b)
|
Net investment income
per share has been calculated based on average shares outstanding during the period. |
(c)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the year. |
(d)
|
Not annualized for
periods less than one year.
|
(e)
|
Annualized for periods
less than one year. |
(f)
|
Portfolio turnover
rate excludes in-kind transactions. |
(g)
|
Net asset value
total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period,reinvestment
of all dividends and distributions, if any, at net asset value during the period, and redemption at the net asset value on the last dayof
the period. Market value total return is calculated assuming an initial investment made at the market value at the beginning of the period,reinvestment
of all dividends and distributions at the net asset value during the period, and sale at the market value on the last day of the period.The
market price per share as of April 30, 2025 and October 31, 2024 was $23.71 and $27.06, respectively. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2025 (Unaudited)
NOTE
1 – ORGANIZATION
The
Otter Creek Focus Strategy ETF (the “Fund”) is a diversified series of shares of beneficial interest of Professionally Managed
Portfolios (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”),
as an open-end management investment company. The Fund is an investment company and accordingly follows the investment company accounting
and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification topic 946 “Financial
Services-Investment Companies.” The Fund commenced operations May 17, 2024. As part of the Fund’s commencement of operations
on May 17, 2024, the Fund received an in-kind contribution from accounts managed by the Adviser, which consisted of $859,322 of securities
which were recorded at their current value to align the Fund’s performance with ongoing financial reporting. However, as the transaction
was determined to be a non-taxable transaction by management, the Fund elected to retain the securities’ original cost basis for
tax purposes. The cost of the contributed securities as of May 17, 2024, was $672,618, resulting in net unrealized appreciation on
investments of $186,705 as of that date. As a result of the in-kind contribution, the Fund issued 35,000 shares at a $24.5521 per share
net asset value.
The
Otter Creek Focus Strategy ETF’s investment objective is to seek long-term capital appreciation.
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.
All equity securities, which may include Real Estate Investment Trusts (“REITs”), Business Development Companies (“BDCs”),
and Master Limited Partnerships (“MLPs”), that are traded on U.S. national or foreign securities exchanges, are valued at
the last reported sale price on the exchange on which the security is principally traded or the exchange’s official closing price,
if applicable. If, on a particular day, an exchange-traded security does not trade, then the mean between the most recent quoted bid and
asked prices will be used. All equity securities, which may include REITs, BDCs, and MLPs that are not traded on a listed exchange are
valued at the last sale price in the over-the-counter market. If a non-exchange traded security does not trade on a particular day, then
the mean between the last quoted closing bid and asked price will be used. |
Debt
securities are valued by using the evaluated mean price supplied by an approved independent pricing service. The independent pricing service
may use various valuation methodologies including, matrix pricing and other analytical pricing models as well as market transactions and
dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon,
maturity, ratings and general market conditions.
Exchange
traded options are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”). NBBO consists of
the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the
entire U.S. options marketplace. Composite option pricing calculates the mean of the highest bid price and lowest ask price across the
exchanges where the option is traded.
Securities
for which market quotations are not ready available are valued at their respective fair values as determined in accordance with procedures
approved by the Board of Trustees (the “Board”). Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated Otter
Creek Advisors, LLC (the “Advisor”) as valuation designee to perform fair value determinations relating to the Fund’s
portfolio investments, subject to the Board’s oversight. 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.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2025 (Unaudited)(Continued)
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. |
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 and securities sold short as of the six months ended April
30, 2025. See the Schedules of Investments and Securities Sold Short for industry breakouts.
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
in Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$8,628,956 |
|
|
$— |
|
|
$— |
|
|
$8,628,956
|
Total
Investments in Securities |
|
|
$
8,628,956 |
|
|
$— |
|
|
$— |
|
|
$8,628,956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The
average absolute notional value of options purchased during the six months ended April 30, 2025, was $0.
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 each year as dividends
in each calendar year at least 98.0% of its net investment income (earned during the calendar year) and 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 the most recent fiscal year ended October 31, 2024, the Fund did not have late year losses. As of the most recent fiscal year
ended October 31, 2024, the Fund had short-term capital loss carry-forwards of $114,320 and long-term capital loss carry-forwards
of $466 available for federal income tax purposes, which do not expire and retain their original character.
As
of April 30, 2025, 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
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2025 (Unaudited)(Continued)
years.
The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Massachusetts. As of April 30, 2025, 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.
|
Security Transactions
and Investment Income. Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales
of securities or closing transactions of securities sold short, 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. Dividends received from MLPs and REITs generally are comprised of ordinary income,
capital gains, and may include return of capital. Interest 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 and net realized gains on securities for the Fund is
normally 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 net asset value (“NAV”) per share of the Funds are calculated by dividing the sum of the value of the securities
held by the Funds, plus cash or other assets, minus all liabilities (including estimated accrued expenses) by the total number of shares
outstanding for the Funds, rounded to the nearest cent. The Funds’ shares will not be priced on the days on which the New York Stock
Exchange 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.
|
H.
|
Illiquid Securities.
Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board approved liquidity risk management program that requires,
among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of 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. |
I.
|
New Accounting
Pronouncement. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic
280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment
disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users
to better understand the components of a segment’s profit or loss and assess potential future cash flows for each reportable segment
and the entity as a whole. The amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment
expenses that are regularly provided to the chief operating decision maker, clarifying when an entity may report one or more additional
measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities
with a single reportable segment, among other new disclosure requirements. |
Management
has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect
to the financial statements and disclosures and determined there is no material impact for the Fund(s). The Fund operates as a single
segment entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser, who serves
as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2025 (Unaudited)(Continued)
J.
|
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. Management has determined that there were no subsequent events that would need
to be disclosed in the Fund’s financial statements. |
NOTE
3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
Otter
Creek Advisors, LLC (the “Advisor”) provides each Fund with investment management services under an Investment Advisory Agreement
(the “Advisory Agreement”). Under the Advisory Agreement, the Advisor furnishes all investment advice, office space, and certain
administrative services, and provides most of the personnel needed by the Funds. As compensation for its services, the Advisor is entitled
to a monthly fee. For each of the Funds, the Advisor is entitled to a monthly fee as compensation for its services at the annual rates
shown in the following table:
|
|
|
|
Otter
Creek Focus Strategy ETF |
|
|
0.85% |
|
|
|
|
The
advisory fees incurred during the six months ended April 30, 2025, are disclosed in the Statements of Operations. The investment
advisory fees incurred are paid monthly to the Advisor.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Funds’
administrator, fund accountant, and transfer agent. In those capacities, Fund Services maintains the Funds’ books and records, calculates
each Fund’s NAV, prepares various federal and state regulatory filings, coordinates the payment of the Funds’ expenses, reviews
expense accruals, and prepares materials supplied to the Board. The officers of the Trust and the Chief Compliance Officer are also employees
of Fund Services.
Quasar
Distributors, LLC (the “Distributor”) acts as the Funds’ principal underwriter in a continuous public offering of the
Funds’ shares. U.S. Bank N.A. serves as custodian to the Funds. U.S. Bank N.A. is an affiliate of Fund Services.
NOTE
4 – PURCHASES AND SALES OF SECURITIES
The
cost of purchases and the proceeds from the sale or maturity of securities, excluding short-term securities, for the six months ended
April 30, 2025, were as follows:
|
|
|
|
|
|
|
|
|
|
$11,206,016 |
|
|
$6,635,672 |
|
|
$1,523,229 |
|
|
$4,503,611 |
|
|
|
|
|
|
|
|
|
|
There
were no purchases or sales of long-term U.S. Government securities for the six months ended April 30, 2025.
NOTE
5 – DISTRIBUTIONS TO SHAREHOLDERS
The
tax character of distributions paid during the six months ended April 30, 2025 and year ended October 31,2024 was as follows:
|
|
|
|
|
|
|
Ordinary
Income |
|
|
$— |
|
|
$—
|
Long-term
capital gain1 |
|
|
— |
|
|
—
|
|
|
|
$— |
|
|
$— |
|
|
|
|
|
|
|
1
|
Designated as long-term
capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3). |
TABLE OF CONTENTS
Otter
Creek Focus Strategy ETF
NOTES
TO THE FINANCIAL STATEMENTS
April
30, 2025 (Unaudited)(Continued)
As
of the fiscal year ended October 31, 2024, the components of distributable earnings on a tax basis were as follows2:
|
|
|
|
Cost
of investments |
|
|
$7,513,429
|
Gross
tax unrealized appreciation |
|
|
1,123,863
|
Gross
tax unrealized depreciation |
|
|
(103,632)
|
Gross
tax unrealized appreciation (depreciation) |
|
|
1,020,231
|
Undistributed
ordinary income |
|
|
— |
Undistributed
long-term capital gain |
|
|
—
|
Total
distributable earnings |
|
|
—
|
Other
accumulated gains (losses) |
|
|
(114,786)
|
Total
distributable (accumulated) earnings (losses) |
|
|
$905,445 |
|
|
|
|
2
|
The difference between
book basis and tax basis unrealized appreciation (depreciation) was attributable to wash sale deferrals. |
NOTE
6 – SHARE TRANSACTIONS
Shares
of the Funds are listed on a national securities exchange, NYSE Arca, Inc. (the “Exchange”), and trade throughout the day
on the Exchange and other secondary markets at market prices that may differ from NAV. The Funds issue and redeem Shares (“Shares”)
at net asset value per share (“NAV”) only in large blocks of Shares (“Creation Units” or “Creation Unit
Aggregations”). Each Creation Units is made up of at least 10,000 Shares, though these amounts may change from time to time. The
Funds generally offer and issue Shares in exchange for a basket of securities (“Deposit Securities”) together with the deposit
of a specified cash payment (“Cash Component”). The Trust reserves the right to permit or require the substitution of a “cash
in lieu” amount (“Deposit Cash”) to be added to the Cash Component to replace any Deposit Security. Shares are also
redeemable only in Creation Unit aggregations, principally for a basket of Deposit Securities together with a Cash Component. As a practical
matter, only institutions or large investors (authorized participants) who have entered into agreements with the Trust’s distributor,
can purchase or redeem Creation Units. Except when aggregated in Creation Units, Shares of the Funds are not redeemable securities.
TABLE OF CONTENTS
OTTER
CREEK FOCUS STRATEGY ETF
ADDITIONAL
INFORMATION (Unaudited)
INFORMATION
ABOUT PROXY VOTING
A
description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available
without charge, upon request, by calling (855) 681-5261. 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
without charge, upon request, by calling (855) 681-5261. Furthermore, you can obtain this information on the SEC’s website at www.sec.gov.
INFORMATION
ABOUT THE PORTFOLIO HOLDINGS
The
Fund’s quarterly holdings for the most recent fiscal year can be obtained by accessing the Fund’s website at www.ottercreekfunds.com.
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit
to its reports on Part F of Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov. The Fund’s
Form N-PORT may also be obtained by calling (855) 681-5261.
The
below information is required disclosure from Form N-CSR
Item
8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
were no changes in or disagreements with accountants during the period covered by this report.
Item
9. Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer
to information provided within financial statements.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not
applicable.
(b) Financial Highlights are included within the financial statements filed
under Item 7 of this Form.
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period
covered by this report.
Item 9. Proxy Disclosure for
Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period
covered by this report.
Item 10. Remuneration Paid to
Directors, Officers, and Others of Open-End Investment Companies.
See Item 7(a).
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. Controls and Procedures.
|
(a) |
The Registrant’s Principal Executive Officer and 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 has materially affected, or is reasonably likely to materially affect, the
Registrant’s internal control over financial reporting. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(a) (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to previous Form N-CSR filing.
(2) Any policy required by the listing standards adopted pursuant
to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities
association upon which the registrant’s securities are listed. Not applicable.
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) 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.
(5) Change in the registrant’s independent public accountant.
Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4,
or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events
occurring during the reporting period. Not applicable to open-end investment companies.
(b) Certifications pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
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) |
Professionally Managed Portfolios |
|
|
By (Signature and Title) |
/s/ Jason Hadler |
|
|
|
Jason Hadler, President/Principal Executive Officer |
|
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/ Jason Hadler |
|
|
|
Jason Hadler, President/Principal Executive Officer |
|
|
By (Signature and Title) |
/s/ Craig Benton |
|
|
|
Craig Benton, Treasurer/Principal Financial Officer |
|
* Print the name and title of each signing officer under his or her signature.