Item 6. Investments. | | | | |
| | | | | | |
Castle Tandem Fund |
| | | | Schedule of Investments |
| | December 31, 2024 (Unaudited) |
Shares / Principal Amount | | Fair Value | | % of Net Assets |
| | | | | | |
COMMON STOCKS | | | | |
| | | | | | |
Arrangement of Transportation of Freight & Cargo | | | | |
3,500 | | Expeditors International of Washington, Inc. | $ 387,695 | | 1.28% |
| | | | | | |
Cable & Other Pay Television Services | | | | |
20,400 | | Comcast Corporation - Class A | | 765,612 | | 2.52% |
| | | | | | |
Canned, Fruits, Vegetables, Preserves, Jams & Jellies | | | |
6,100 | | The J.M. Smucker Company | | 671,732 | | 2.21% |
| | | | | | |
Electric Services | | | | |
12,300 | | NextEra Energy Inc. | | 881,787 | | 2.91% |
| | | | | | |
Electronic Connectors | | | | |
12,900 | | Amphenol Corporation - Class A | | 895,905 | | 2.95% |
| | | | | | |
Industrial Instruments For Measurement, Display, and Control | | | |
700 | | Roper Technologies, Inc. | | 363,895 | | 1.20% |
| | | | | | |
Insurance Agents, Brokers & Services | | | | |
7,400 | | Brown & Brown, Inc. | | 754,948 | | 2.49% |
| | | | | | |
Orthopedic, Prosthetic & Surgical Appliances & Supplies | | | |
4,300 | | Steris PLC (Ireland) | | 883,908 | | 2.91% |
| | | | | | |
Pharmaceutical Preparations | | | | |
9,100 | | Abbott Laboratories | | 1,029,301 | | |
4,600 | | Johnson & Johnson | | 665,252 | | |
1,800 | | Zoetis Inc. - Class A | | 293,274 | | |
| | | | 1,987,827 | | 6.55% |
| | | | | | |
Refuse Systems | | | | |
2,300 | | Republic Services, Inc. | | 462,714 | | |
3,600 | | Waste Connections, Inc. (Canada) | | 617,688 | | |
| | | | 1,080,402 | | 3.56% |
| | | | | | |
Retail - Variety Stores | | | | |
500 | | Costco Wholesale Corporation | | 458,135 | | 1.51% |
| | | | | | |
Security & Commodity Brokers, Dealers, Exchanges & Services | | | |
7,500 | | Cboe Global Markets, Inc. | | 1,465,500 | | |
7,500 | | Intercontinental Exchange, Inc. | | 1,117,575 | | |
| | | | 2,583,075 | | 8.51% |
| | | | | | |
Security Brokers, Dealers & Flotation Companies | | | | |
650 | | BlackRock, Inc. | | 666,321 | | 2.20% |
| | | | | | |
Services - Business Services, NEC | | | | |
2,300 | | Accenture PLC - Class A (Ireland) | | 809,117 | | |
1,600 | | Mastercard Incorporated - Class A | | 842,512 | | |
4,000 | | Visa Inc. - Class A | | 1,264,160 | | |
| | | | 2,915,789 | | 9.61% |
| | | | | | |
Services - Computer Integrated Systems Design | | | | |
5,400 | | Jack Henry & Associates, Inc. | | 946,620 | | 3.12% |
| | | | | | |
Services - Computer Processing & Data Preparation | | | | |
1,600 | | Automatic Data Processing, Inc. | | 468,368 | | |
1,600 | | Verisk Analytics, Inc. | | 440,688 | | |
| | | | 909,056 | | 2.99% |
| | | | | | |
Services - Computer Programming, Data Processing, Etc. | | | |
2,300 | | FactSet Research Systems, Inc. | | 1,104,644 | | 3.64% |
| | | | | | |
Services - Management Consulting Services | | | | |
19,600 | | Genpact Limited (Bermuda) | | 841,820 | | 2.77% |
| | | | | | |
Services - Prepackaged Software | | | | |
1,800 | | Microsoft Corporation | | 758,700 | | 2.50% |
| | | | | | |
Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics | | | |
5,000 | | Church & Dwight Co. | | 523,550 | | 1.72% |
| | | | | | |
Surgical & Medical Instruments & Apparatus | | | | |
3,500 | | Becton, Dickinson and Company | | 794,045 | | |
4,700 | | ResMed, Inc. | | 1,074,843 | | |
2,600 | | Stryker Corporation | | 936,130 | | |
| | | | 2,805,018 | | 9.24% |
| | | | | | |
Water Supply | | |
18,800 | | Essential Utilities, Inc. | | 682,816 | | 2.25% |
| | | | | | |
Total for Common Stocks (Cost - $16,002,628) | | 23,869,255 | | 78.64% |
| | | | | | |
REAL ESTATE INVESTMENT TRUSTS | | | | |
10,400 | | Terreno Realty Corporation | | 615,056 | | 2.03% |
| | (Cost - $565,215) | | | | |
| | | | | | |
GOVERNMENT SECURITIES | | | | |
1,250,000 | | United States Treasury 3.46% Due 01/07/2025 * ** | 1,249,289 | | |
1,500,000 | | United States Treasury 3.93% Due 01/14/2025 * ** | 1,497,904 | | |
1,000,000 | | United States Treasury 4.10% Due 01/21/2025 * ** | 997,761 | | |
| | (Cost - $3,744,443) | | 3,744,954 | | 12.33% |
| | | | | | |
MONEY MARKET FUNDS | | | | |
2,133,899 | | Goldman Sachs FS Government Fund Institutional | | | |
| | Class 4.36% *** | | 2,133,899 | | 7.03% |
| | (Cost - $2,133,899) | | | | |
| | | | | | |
| | Total Investments | | 30,363,164 | | 100.03% |
| | (Cost - $22,446,185) | | | | |
| | | | | | |
| | Liabilities in Excess of Other Assets | | (9,493) | | -0.03% |
| | | | | | |
| | Net Assets | | $ 30,353,671 | | 100.00% |
| | | | | | |
| | | | | | |
| | | | | | |
* Zero coupon bond. Coupon rate disclosed represents yield at December 31, 2024. |
** Level 2 Security. | | | | |
*** The Yield shown represents the 7-day yield at December 31, 2024. | | | |
The accompanying notes are an integral part of these financial statements. | | | |
CASTLE TANDEM FUND | |
December 31, 2024 | |
(Unaudited) | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
1.) ORGANIZATION | | | | | | | | | |
Castle Tandem Fund (the “Fund”) was organized as a diversified series of the PFS Funds (the “Trust”) on March 5, 2019, and commenced operations on March 15, 2019. The Trust was established under the laws of Massachusetts by an Agreement and Declaration of Trust dated January 13, 2000, as amended on January 20, 2011 (the “Trust Agreement”). The Trust is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of multiple separate and distinct portfolio series the assets and liabilities of which are separate and distinct from the assets and liabilities of the other series portfolios of the Trust. As of December 31, 2024, there were ten series authorized by the Trust. The investment adviser to the Fund is Castle Investment Management, LLC (the “Adviser”) and the sub-adviser to the Fund is Tandem Investment Advisors, Inc. (the “Sub-Adviser”). Significant accounting policies of the Fund are presented below. |
| | | | | | | | | |
2.) SIGNIFICANT ACCOUNTING POLICIES | | | | | | | |
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 financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
| | | | | | | | | |
The Fund is deemed to be an individual reporting segment and is not part of a consolidated reporting entity. The objective and strategy of the Fund is used by the Adviser and Sub-Adviser to make investment decisions, and the results of the operations, as shown in the statements of operations and the financial highlights for the Fund is the information utilized for its day-to-day management. The Fund is party to the expense agreements as disclosed in the notes to the financial statements and resources are not allocated based on performance measurements. Due to the significance of oversight and their role, the Adviser is deemed to be the Chief Operating Decision Maker. |
| | | | | | | | | |
The Fund follows the significant accounting policies described in this section. |
| | | | | | | | | |
SECURITY VALUATION: | | | | | | | | | |
All investments in securities are valued as described in Note 3. The Trust’s Board of Trustees (“Board”) has designated the Adviser as “Valuation Designee” pursuant to Rule 2a-5 under the 1940 Act. |
| | | | | | | | | |
SHARE VALUATION: | | | | | | | | | |
The net asset value (the "NAV") is generally calculated as of the close of trading on the New York Stock Exchange (the “Exchange”) (normally 4:00 p.m. Eastern time) every day the Exchange is open. The NAV is calculated by taking the total value of the Fund’s assets, subtracting its liabilities, and then dividing by the total number of shares outstanding, rounded to the nearest cent. The offering price and redemption price per share is equal to the net asset value per share. |
| | | | | | | | | |
FEDERAL INCOME TAXES: | | | | | | | | | |
The Fund’s policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to shareholders. Therefore, no federal income tax provision is required. It is the Fund’s policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Code. This Internal Revenue Code requirement may cause an excess of distributions over the book year-end accumulated income. In addition, it is the Fund’s policy to distribute annually, after the end of the fiscal year, any remaining net investment income and net realized capital gains. |
| | | | | | | | | |
The Fund recognizes the tax benefits of certain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years. The Fund identifies its major tax jurisdictions as U.S. Federal and State tax authorities; 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 in the next twelve months. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six month period ended December 31, 2024, the Fund did not incur any interest or penalties. |
| | | | | | | | | |
DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | |
Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. |
| | | | | | | | | |
The treatment for financial reporting purposes of distributions made to shareholders during the period from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense, or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations, or net asset value per share of the Fund. |
| | | | | | | | | |
USE OF ESTIMATES: | | | | | | | | | |
The financial statements are prepared in accordance with GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
| | | | | | | | | |
EXPENSES: | | | | | | | | | |
Expenses incurred by the Trust that do not relate to a specific fund of the Trust are allocated to the individual funds based on each fund’s relative net assets or another appropriate basis. |
| | | | | | | | | |
OTHER: | | | | | | | | | |
The Fund records security transactions based on a trade date for financial reporting purposes. Dividend income is recognized on the ex-dividend date, and interest income, if any, is recognized on an accrual basis. The Fund uses the specific identification method in computing gain or loss on the sale of investment securities. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. The Fund may invest in real estate investment trusts (“REITs”) that pay distributions to their shareholders based on available funds from operations. It is common for these distributions to exceed the REITs’ taxable earnings and profits resulting in the excess portion of such distribution to be designated as return of capital. Distributions received from REITs are generally recorded as dividend income and, if necessary, are reclassified annually in accordance with tax information provided by the underlying REITs. |
| | | | | | | | | |
3.) SECURITIES VALUATIONS | | | | | | | | | |
The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. 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. |
| | | | | | | | | |
VALUATION OF FUND ASSETS | | | | | | | | | |
A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis follows. |
| | | | | | | | | |
Equity securities (common stocks, including real estate investment companies). Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Valuation Designee believes such prices accurately reflect the fair value of such securities. Securities that are traded on any stock exchange or on the NASDAQ over-the-counter market are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an equity security is generally valued by the pricing service at its last bid price. Generally, if the security is traded in an active market and is valued at the last sale price, the security is categorized as a level 1 security, and if an equity security is valued by the pricing service at its last bid, it is generally categorized as a level 2 security. When market quotations are not readily available, when the Valuation Designee determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted securities are being valued, such securities are valued as determined in good faith by the Valuation Designee, subject to review of the Board, and are categorized in level 2 or level 3, when appropriate. |
| | | | | | | | | |
Fixed Income Securities. Fixed income securities are valued using prices provided by a pricing service approved by the Board. If the Fund's Valuation Designee determines that a price provided by the pricing service does not accurately reflect the fair market value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined under the fair value pricing procedures below. |
| | | | | | | | | |
Money market funds. Money market funds are valued at net asset value provided by the funds and are classified in level 1 of the fair value hierarchy. |
| | | | | | | | | |
In accordance with the Trust’s good faith pricing guidelines, the Valuation Designee is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. There is no standard procedure for determining fair value, since fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of an issue of securities being valued by the Valuation Designee would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. The Board maintains responsibilities for the fair value determinations under Rule 2a-5 under the 1940 Act and oversees the Valuation Designee. |
| | | | | | | | | |
The following table summarizes the inputs used to value the Fund’s assets measured at fair value as of December 31, 2024: |
| | | | | | | | | |
Valuation Inputs of Assets | | Level 1 | | Level 2 | | Level 3 | | Total | |
Common Stocks | | $ 23,869,255 | | $ - | | $ - | | $ 23,869,255 | |
Real Estate Investment Trusts | | 615,056 | | - | | - | | 615,056 | |
Government Securities | | - | | 3,744,954 | | - | | 3,744,954 | |
Money Market Funds | | 2,133,899 | | - | | - | | 2,133,899 | |
Total | | $ 26,618,210 | | $ 3,744,954 | | $ - | | $ 30,363,164 | |
| | | | | | | | | |
Refer to the Fund’s Schedule of Investments for a listing of securities by industry. The Fund did not hold any Level 3 assets during the six month period ended December 31, 2024. |
| | | | | | | | | |
The Fund did not invest in derivative instruments during the six month period ended December 31, 2024. | |
| | | | | | | | | |
4.) INVESTMENT ADVISORY AGREEMENT AND SERVICES AGREEMENT | | | |
The Fund entered into an Investment Management Agreement with Castle Investment Management, LLC as the investment adviser of the Fund. Under the terms of the Investment Management Agreement, the Adviser manages the investment portfolio of the Fund, subject to policies adopted by the Trust’s Trustees. The Adviser, furnishes office space and all necessary office facilities, equipment and executive personnel necessary for managing the assets of the Fund. For its services, the Adviser receives an annual investment management fee of 1.00% of the average daily net assets of the Fund. The Sub-Adviser of the Fund has responsibility for providing investment ideas and recommendations for the assets of the Fund, subject to the supervision of the Adviser. As full compensation for all services rendered, including investment ideas and recommendations for the assets of the Fund, the Adviser pays the Sub-Adviser a sub-adviser fee. For the six month period ended December 31, 2024, the Adviser received management fees totaling $158,701. At December 31, 2024, the Fund owed $26,203 to the Adviser. |
| | | | | | | | | |
The Fund also has a Services Agreement with the Adviser (the “Services Agreement”), under which the Fund pays the Adviser. Under the Services Agreement, the Adviser shall supervise the Fund’s business affairs and is obligated to pay the operating expenses of the Fund excluding management fees, brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), underlying fund fees and expenses, and extraordinary or non-recurring expenses. In addition, to the extent not otherwise provided by other parties under agreements with the Trust, the Adviser shall supply: (i) non-investment related statistical and research data; (ii) the services of a Chief Compliance Officer for the Trust with resect to the Fund; and (iii) executive and administrative services. The Adviser shall also assist with and/or supervise the preparation by the Trust’s administrator, transfer agent, and/or auditors of: (i) tax returns; (ii) reports to shareholders of the Fund; (iii) reports to, and filings with, the SEC, state securities commissions and Blue Sky authorities including preliminary and definitive proxy materials and post-effective amendments to the Trust’s registration statement; and (iv) necessary materials for meetings of the Trust’s Board of Trustees. The Adviser shall provide personnel to serve as officers of the Trust if so elected by the Trustees. Executive and administrative services include, but are not limited to, the coordination of all third parties furnishing services to the Fund, review of the books and records of the Fund maintained by such third parties, and the review and submission to the officers of the Fund for their approval, of invoices or other requests for payment of Fund expenses; and such other action with respect to the Fund as may be necessary in the opinion of the Adviser to perform its duties. For its services, the Adviser receives a service fee equal to 0.58% of the average daily net assets of the Fund. For the six month period December 31, 2024, the Adviser earned service fees of $92,046. At December 31, 2024, the Fund owed the Adviser service fees of $4,753. Beginning March 15, 20219, the Adviser has contractually agreed to waive Services Agreement fees by 0.40% of its average daily net assets. The Services Agreement fee waiver will automatically terminate on October 31, 2025 unless it is renewed by the Adviser. The Adviser may not terminate the fee waiver before October 31, 2025. The waiver may be terminated by the Board of Trustees. For its services the Adviser received services fees, after waivers, of 0.18% of the average daily net assets of the Fund for the six month period ended December 31, 2024. A total of $63,480 in service fees was waived for the six month period ended December 31, 2024. |
| | | | | | | | | |
5.) RELATED PARTY TRANSACTIONS | | | | | | | |
Certain officers and a Trustee of the Trust are also officers of Premier Fund Solutions, Inc. (the “Administrator”). These individuals receive benefits from the Administrator resulting from administration fees paid to the Administrator of the Fund by the Adviser. |
| | | | | | | | | |
The Trustees who are not interested persons of the Fund were paid a total of $3,000 in Trustees’ fees for the six month period ended December 31, 2024 by the Adviser. The Trustees who are not interested persons of the Fund were each paid $875, except Mr. Allen Brown who retired effective September 6, 2024 and was paid $375. |
| | | | | | | | | |
The Chief Compliance Officer (“CCO”) of the Fund was paid $3,108 in CCO fees for the six month period ended December 31, 2024, by the Adviser. |
| | | | | | | | | |
6.) INVESTMENT TRANSACTIONS |
For the six month period ended December 31, 2024, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $1,381,299 and $5,165,448, respectively. Purchases and sales of U.S. Government obligations aggregated $31,644,669 and $32,000,000, respectively. |
| | | | | | | | | |
7.) CONTROL OWNERSHIP | | | | | | | | | |
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2024, Charles Schwab & Co., Inc. and National Financial Services, LLC, each held for the benefit of their customers, in the aggregate, 32.86% and 31.29%, respectively, of Fund shares. The Trust does not know whether the foregoing entity or any of the underlying beneficial holders owned or controlled 25% or more of the voting securities of the Fund. |
| | | | | | | | | |
8.) TAX MATTERS | | | | | | | | | |
For Federal income tax purposes, the cost of securities owned at December 31, 2024 was $22,446,185. |
| | | | | | | | | |
At December 31, 2024, the composition of gross unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) of investments on a tax basis was as follows: |
| | | | | | | | | |
Appreciation | | Depreciation | Net Appreciation/(Depreciation) |
$8,106,548 | | ($189,569) | | $7,916,979 | |
| | | | | | | | | |
The tax character of distributions was as follows: |
| | | | | | | | | |
| Six Months Ended | | Fiscal Year Ended | | |
| December 31, 2024 | | June 30, 2024 | | |
Ordinary Income | | $ 301,824 | | | | $ 324,901 | | | |
Long-Term Capital Gain | | 790,392 | | | | 392,205 | | | |
| | $ 1,092,216 | | | | $ 717,106 | | | |
| | | | | | | | | |
9.) CONTINGENCIES AND COMMITMENTS | | | | | | | |
The Trust indemnifies its officers and the Board for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. 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 risk of loss due to these warranties and indemnities appears to be remote. |
| | | | | | | | | |
10.) SUBSEQUENT EVENTS | | | | | | | | | |
Subsequent events after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements were issued. Management has concluded that there is no impact requiring adjustment to or disclosure in the financial statements. |