Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the Fund’s reports from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. Please contact your financial intermediary to elect to receive shareholder reports and other Fund communications electronically.
You may elect to receive all future reports in paper free of charge. Please contact your financial intermediary to inform them that you wish to continue receiving paper copies of shareholder reports and for details about whether your election to receive reports in paper will apply to all funds held with your financial intermediary.
Thank you for your interest and investment in the Distillate U.S. Fundamental Stability & Value ETF (“DSTL” or the “Fund”). The information presented in this semi-annual report covers the period from October 1, 2019 through March 31, 2020 (the “current fiscal period”).
The Fund is a passively managed ETF that aims to track the performance, before fees and expenses, of the Distillate U.S. Fundamental Stability & Value Index (the “Index”), an index conceived by Distillate Capital Partners LLC. The Index uses proprietary valuation and risk measures with the goal of including only securities with a high degree of fundamental stability, relatively low levels of debt and attractive valuation from a starting universe of large capitalization U.S. stocks. These measures were designed for today’s economy, where significant levels of intangible investment have rendered many traditional measures of value & risk less effective.
During the current fiscal period, the DSTL market price return was -10.30% and its Net Asset Value (“NAV”) return was -10.28%. During the current fiscal period, the Index returned -10.12% compared to -12.31% for the S&P 500® index, its primary benchmark. The strongest contributors to the Fund’s relative performance versus the S&P 500 Index over the current fiscal period were the Fund’s holdings of Regeneron Pharmaceuticals, Inc., Citrix Systems, Inc., and Biogen Inc.; as well as the Fund not owning Boeing Company and Exxon Mobil Corporation. The largest detractors from relative performance versus the S&P 500 were the Fund’s holdings of Expedia Group, Inc., and Darden Restaurants, Inc.; as well as the Fund not owning Amazon.com, Inc., NVIDIA Corporation, and Netflix, Inc.
The Fund holds approximately 100 stocks and is rebalanced each quarter along with the Index. As of March 31st, 2020, the Fund’s largest five holdings as a percentage of assets were Apple, Inc. (5.37%), Microsoft Corporation (4.74%), Johnson & Johnson (2.53%), Walmart, Inc. (2.26%) and UnitedHealth Group, Inc. (2.05%). We thank you for your investment in the Distillate U.S. Fundamental Stability & Value ETF.
Thomas M. Cole
Chief Executive Officer
Distillate Capital Partners LLC
Distillate U.S. Fundamental Stability & Value Index – The Index seeks to include the most fundamentally stable and most undervalued stocks from a starting universe of around 500 of the largest U.S. companies. The Index is constructed using an objective, rules-based methodology based on Distillate Capital’s proprietary fundamental measures of valuation and quality. After the starting universe is screened using Distillate Capital’s quality criteria, the most attractively valued 100 stocks of those remaining securities are included in the Index. The Index is rebalanced quarterly, and stocks are weighted with a blend of equal-weighting and normalized free cash flow-weighting methodologies. Due to corporate actions occurring between reconstitution dates, the Index may include slightly fewer or more than 100 securities.
Fund holdings are subject to change and are not a recommendation to buy or sell any security. For a complete listing of the Fund’s holdings please view the schedule of investments on page 5.
Distillate U.S. Fundamental Stability & Value ETF is distributed by Quasar Distributors, LLC.
|
ASSETS
|
|
|
|
|
|
Investments in securities, at value (Cost $72,970,149)
|
|
$
|
64,324,472
|
|
|
Receivable for investments sold
|
|
|
617,678
|
|
|
Dividends and interest receivable
|
|
|
55,068
|
|
|
Total assets
|
|
|
64,997,218
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
Payable for capital shares redeemed
|
|
|
618,823
|
|
|
Management fees payable
|
|
|
20,931
|
|
|
Total liabilities
|
|
|
639,754
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
$
|
64,357,464
|
|
|
|
|
|
|
|
|
Net Assets Consist of:
|
|
|
|
|
|
Paid-in capital
|
|
$
|
71,606,985
|
|
|
Total distributable earnings (accumulated deficit)
|
|
|
(7,249,521
|
)
|
|
Net assets
|
|
$
|
64,357,464
|
|
|
|
|
|
|
|
|
Net Asset Value:
|
|
|
|
|
|
Net assets
|
|
$
|
64,357,464
|
|
|
Shares outstanding ^
|
|
|
2,600,000
|
|
|
Net asset value, offering and redemption price per share
|
|
$
|
24.75
|
|
|
^
|
No par value, unlimited number of shares authorized.
|
The accompanying notes are an integral part of these financial statements.
9
Distillate U.S. Fundamental Stability & Value ETF
Statement of Operations
For the Six-Months Ended March 31, 2020 (Unaudited)
|
INCOME
|
|
|
|
|
|
Dividends
|
|
$
|
577,275
|
|
|
Interest
|
|
|
277
|
|
|
Total investment income
|
|
|
577,552
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
Management fees
|
|
|
116,561
|
|
|
Total expenses
|
|
|
116,561
|
|
|
Net investment income (loss)
|
|
|
460,991
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
|
|
|
|
|
|
Net realized gain (loss) on investments
|
|
|
1,775,390
|
|
|
Change in unrealized appreciation (depreciation) on investments
|
|
|
(10,795,120
|
)
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
(9,019,730
|
)
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
(8,558,739
|
)
|
The accompanying notes are an integral part of these financial statements.
10
Distillate U.S. Fundamental Stability & Value ETF
Statements of Changes in Net Assets
|
|
|
Six-Months
Ended
March 31,
2020
(Unaudited)
|
|
|
Period Ended
September 30,
2019 *
|
|
|
OPERATIONS
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
$
|
460,991
|
|
|
$
|
441,489
|
|
|
Net realized gain (loss) on investments
|
|
|
1,775,390
|
|
|
|
1,453,306
|
|
|
Change in unrealized appreciation (depreciation) on investments
|
|
|
(10,795,120
|
)
|
|
|
2,149,444
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
|
(8,558,739
|
)
|
|
|
4,044,239
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS
|
|
|
|
|
|
|
|
|
|
Net distributions to shareholders
|
|
|
(579,630
|
)
|
|
|
(73,994
|
)
|
|
Total distribution to shareholders
|
|
|
(579,630
|
)
|
|
|
(73,994
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
Proceeds from shares sold
|
|
|
44,308,033
|
|
|
|
59,939,560
|
|
|
Payments for shares redeemed
|
|
|
(14,686,360
|
)
|
|
|
(20,035,645
|
)
|
|
Net increase (decrease) in net assets derived from capital share transactions (a)
|
|
|
29,621,673
|
|
|
|
39,903,915
|
|
|
Net increase (decrease) in net assets
|
|
$
|
20,483,304
|
|
|
$
|
43,874,160
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
|
$
|
43,874,160
|
|
|
$
|
—
|
|
|
End of period
|
|
$
|
64,357,464
|
|
|
$
|
43,874,160
|
|
|
(a)
|
A summary of capital share transactions is as follows:
|
|
|
|
Six-Months
Ended
March 31,
2020
(Unaudited)
|
|
|
Period Ended
September 30,
2019 *
|
|
|
|
|
Shares
|
|
|
Shares
|
|
|
Subscriptions
|
|
|
1,525,000
|
|
|
|
2,325,000
|
|
|
Redemptions
|
|
|
(500,000
|
)
|
|
|
(750,000
|
)
|
|
Net increase (decrease)
|
|
|
1,025,000
|
|
|
|
1,575,00
|
|
|
*
|
The Fund commenced operations on October 23, 2018. The information presented is for the period from October 23, 2018 to March 31, 2019.
|
The accompanying notes are an integral part of these financial statements.
11
Distillate U.S. Fundamental Stability & Value ETF
Financial Highlights
For a capital share outstanding throughout the period
|
|
|
Six-Months
Ended
March 31,
2020
(Unaudited)
|
|
|
Period Ended
September 30,
2019 (1)
|
|
|
Net asset value, beginning of period
|
|
$
|
27.86
|
|
|
$
|
25.00
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
|
|
|
|
|
|
|
|
|
|
Net investment income (loss) (2)
|
|
|
0.22
|
|
|
|
0.38
|
|
|
Net realized and unrealized gain (loss) on investments
|
|
|
(3.03
|
)
|
|
|
2.58
|
|
|
Total from investment operations
|
|
|
(2.81
|
)
|
|
|
2.96
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
|
From net investment income
|
|
|
(0.30
|
)
|
|
|
(0.10
|
)
|
|
Total distributions
|
|
|
(0.30
|
)
|
|
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
24.75
|
|
|
$
|
27.86
|
|
|
|
|
|
|
|
|
|
|
|
|
Total return
|
|
|
-10.28
|
%(3)
|
|
|
11.93
|
%(3)
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DATA:
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000’s)
|
|
$
|
64,357
|
|
|
$
|
43,874
|
|
|
|
|
|
|
|
|
|
|
|
|
RATIOS TO AVERAGE NET ASSETS:
|
|
|
|
|
|
|
|
|
|
Expenses to average net assets
|
|
|
0.39
|
%(4)
|
|
|
0.39
|
%(4)
|
|
Net investment income (loss) to average net assets
|
|
|
1.54
|
%(4)
|
|
|
1.55
|
%(4)
|
|
Portfolio turnover rate (5)
|
|
|
13
|
%(3)
|
|
|
69
|
%(3)
|
|
(1)
|
Commencement of operations on October 23, 2018.
|
|
(2)
|
Calculated based on average shares outstanding during the period.
|
|
(3)
|
Not annualized.
|
|
(4)
|
Annualized.
|
|
(5)
|
Excludes the impact of in-kind transactions.
|
The accompanying notes are an integral part of these financial statements.
12
Distillate U.S. Fundamental Stability & Value ETF
Notes to Financial Statements
March 31, 2020 (Unaudited)
NOTE 1 – ORGANIZATION
Distillate U.S. Fundamental Stability & Value ETF (the “Fund”) is a diversified series of ETF Series Solutions (“ESS” or the “Trust”), an open-end management investment company consisting of multiple investment series, organized as a Delaware statutory trust on February 9, 2012. The Trust is registered with the U.S. Securities and Exchange Commission (“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 “Securities Act”). The investment objective of the Fund is to track the performance, before fees and expenses, of the Distillate U.S. Fundamental Stability & Value Index (the “Index”). The Fund commenced operations on October 23, 2018.
The end of the reporting period for the Fund is March 31, 2020, and the period covered by these Notes to Financial Statements is the six-month period ended March 31, 2020 (the “current fiscal period”).
NOTE 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 (“ACS”) Topic 946 Financial Services - Investment Companies.
The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted the United States of America (“U.S. GAAP”).
|
|
A.
|
Security Valuation. All equity securities, including domestic and foreign common stocks, preferred stocks and exchange traded funds that are traded on a national securities exchange, except those listed on the Nasdaq Global Market®, Nasdaq Global Select Market® and the Nasdaq Capital Market® exchanges (collectively, “Nasdaq”) are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on Nasdaq will be valued at the Nasdaq Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or Nasdaq security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities 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. Prices denominated in foreign currencies are converted to U.S. dollar equivalents at the current exchange rate, which approximates fair value.
|
13
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
Investments in mutual funds, including money market funds, are valued at their net asset value (“NAV”) per share.
Securities for which quotations are not readily available are valued at their respective fair values in accordance with pricing procedures adopted by the Fund’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 pricing procedures adopted by the Board. The use of fair value pricing by the Fund may cause the NAV of the shares to differ significantly from the NAV 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.
|
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.
14
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
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 the end of the current fiscal period:
|
Assets^
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Common Stocks
|
|
$
|
64,228,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,228,453
|
|
|
Short-Term Investments
|
|
|
96,019
|
|
|
|
—
|
|
|
|
—
|
|
|
|
96,019
|
|
|
Total Investments in Securities
|
|
$
|
64,324,472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,324,472
|
|
|
|
|
|
^
|
See Schedule of Investments for breakout of investments by sector classification.
|
During the current fiscal period, the Fund did not recognize any transfers to or from Level 3.
|
|
B.
|
Federal Income Taxes. The Fund’s policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies and to distribute substantially all of its net investment income and net capital gains to shareholders. Therefore, no federal income tax provision is required. The Fund plans to file U.S. Federal and various state and local tax returns.
|
The Fund recognizes the tax benefits of uncertain tax positions only when the position is more likely than not to be sustained. Management has analyzed the Fund’s uncertain tax positions and concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions. Management 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 12 months. Income and capital gain distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations. During the current fiscal period, the Fund did not incur any interest or penalties.
15
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
|
|
C.
|
Security 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. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations.
|
|
|
D.
|
Distributions to Shareholders. Distributions to shareholders from net investment income and net realized gains on securities are declared and paid by the Fund at least annually. 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 and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the current fiscal 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 and other assets, minus all liabilities (including estimated accrued expenses) by the total number of outstanding shares of 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. The offering and redemption price per share of the Fund is equal to the Fund’s NAV per share.
|
|
|
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 against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
|
|
|
H.
|
Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect
|
16
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
on net assets or NAV per share and primarily relate to redemptions in-kind. For the period ended September 30, 2019, the following table shows the reclassifications made:
|
Distributable Earnings
(Accumulated Deficit)
|
Paid-In
Capital
|
|
$(2,081,397)
|
$2,081,397
|
During the period ended September 30, 2019, the Fund realized $2,081,397 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 distributable earnings (accumulated deficit) to paid-in capital.
|
|
I.
|
Subsequent Events. In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Effective March 31, 2020, Foreside Financial Group, LLC (“Foreside”) acquired Quasar Distributors, LLC (“Quasar”), the Fund’s distributor, from U.S. Bancorp. As a result of the acquisition, Quasar became a wholly-owned broker-dealer subsidiary of Foreside and is no longer affiliated with U.S. Bancorp. The Board has approved a new Distribution Agreement to enable Quasar to continue serving as the Fund’s distributor. Additionally, the recent global outbreak of COVID-19 has disrupted economic markets and the prolonged economic impact is uncertain. The operational and financial performance of the issuers of securities in which the Fund invests depends on future developments, including the duration and spread of the outbreak, and such uncertainty may in turn impact the value of the Fund’s investments. There were no other events or transactions that occurred during the period subsequent to the end of the current fiscal period, that materially impacted the amounts or disclosures in the Fund’s financial statements.
|
|
|
J.
|
New Accounting Pronouncements and Other Matters. In August 2018, FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The primary focus of ASU 2018-13 is to improve the effectiveness of the disclosure requirements for fair value measurements. The changes affect all companies that are required to include fair value measurement disclosures. In general, the amendments in ASU 2018-13 are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. An entity is permitted to early
|
17
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
adopt the removed or modified disclosures upon the issuance of ASU 2018-13 and may delay adoption of the additional disclosures, which are required for public companies only, until their effective date. Management has evaluated the impact of these changes and has adopted the disclosure framework.
NOTE 3 – COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
Distillate Capital Partners, LLC (the “Adviser”) serves as the investment adviser to the Fund. Pursuant to the Investment Advisory Agreement (“Advisory Agreement”), between the Trust, on behalf of the Fund, and the Adviser, the Adviser provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and control of the Board and the officers of the Trust. Under the Advisory Agreement, the Adviser is responsible for arranging, in consultation with Vident Investment Advisory, LLC (the “Sub-Adviser”), transfer agency, custody, fund administration and accounting, and other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses of the Fund, except for: the fee paid to the Adviser pursuant to the Advisory Agreement, 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, and distribution (12b-1) fees and expenses. For services provided to the Fund, the Fund pays the Adviser at an annual rate of 0.39% based on the Fund’s average daily net assets.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or Administrator”), acts as the Fund’s Administrator and, in that capacity, performs various administrative and accounting services for the Fund. The Administrator 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 to the Board; monitors the activities of the Fund’s Custodian, transfer agent, and fund accountant. Fund Services also serves as the transfer agent and fund accountant to the Fund. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s Custodian.
Quasar Distributors, LLC, (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares. Until March 31, 2020, the Distributor was an affiliate of the Administrator.
A Trustee and all officers of the Trust are affiliated with the Administrator, Distributor (until March 31, 2020), and Custodian.
18
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
NOTE 4 – PURCHASES AND SALES OF SECURITIES
During the current fiscal period, purchases and sales of securities by the Fund, excluding short-term securities and in-kind transactions, were $7,546,551 and $12,348,169 respectively.
During the current fiscal period, there were no purchases or sales of U.S. Government securities.
During the current fiscal period, in-kind transactions associated with creations and redemptions were were $38,100,330 and $14,682,249, respectively.
NOTE 5 – INCOME TAX INFORMATION
The components of distributable earnings (accumulated deficit) and cost basis of investments for federal income tax purposes at September 30, 2019 were as follows:
|
Tax cost of investments
|
|
$
|
41,954,720
|
|
|
Gross tax unrealized appreciation
|
|
|
3,451,049
|
|
|
Gross tax unrealized depreciation
|
|
|
(1,547,512
|
)
|
|
Net tax unrealized appreciation (depreciation)
|
|
|
1,903,537
|
|
|
Undistributed ordinary income
|
|
|
367,495
|
|
|
Undistributed long-term capital gain
|
|
|
—
|
|
|
Accumulated gain (loss)
|
|
|
367,495
|
|
|
Other accumulated gain (loss)
|
|
|
(382,184
|
)
|
|
Distributable earnings (accumulated deficit)
|
|
$
|
1,888,848
|
|
The difference between the cost basis for financial statements and federal income tax purposes is primarily due to timing differences in recognizing losses on wash sales.
A regulated investment company may elect for any taxable year to treat any portion of any qualified late year loss as arising on the first day of the next taxable year. Qualified late year losses are certain capital and ordinary losses which occur during the portion of the Fund’s taxable period subsequent to October 31 and December 31, respectively. The Fund did not defer any late-year losses for the period ended September 30, 2019.
As of September 30, 2019, the Fund had a short-term capital loss carryforward of $382,184. This amount does not have an expiration date.
19
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
The tax character of distributions paid by the Fund during the period ended September 30, 2019, was:
NOTE 6 – SHARE TRANSACTIONS
Shares of the Fund are listed and trade on the New York Stock Exchange Arca, Inc. (“NYSE Arca”). 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 blocks of 25,000 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 certain financial institutions (“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 nor have the resources to buy and sell whole Creation Units. 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 $250, 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 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 Units of up to a maximum of 2% as a percentage of the value of the Creation Units subject to the transaction. Variable fees are imposed to compensate the Fund for the transaction costs associated with the cash transactions. Variable fees received by the Fund, if any, are displayed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. Shares of the Fund have equal rights and privileges.
20
Distillate U.S. Fundamental Stability & Value ETF
NOTES TO FINANCIAL STATEMENTS
March 31, 2020 (Unaudited) (Continued)
NOTE 7 – PRINCIPAL RISK
Sector Risk. To the extent that the Fund invests more heavily in particular sectors of the economy, its performance will be especially sensitive to developments that significantly affect those sectors.
21
Distillate U.S. Fundamental Stability & Value ETF
Expense Example
For the Six-Months Ended March 31, 2020 (Unaudited)
As a shareholder of the Fund you incur two types of costs: (1) transaction costs, including brokerage commissions on purchases and sales of Fund shares, and (2) ongoing costs, including management fees and other Fund expenses. This 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 as indicated below in the Expense Example table.
Actual Expenses
The first line of the table provides information about actual account values based on actual returns and actual 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 table provides information about hypothetical account values based on a hypothetical return 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 Fund shares. Therefore, the second line of the 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
Account Value
October 1, 2019
|
Ending
Account Value
March 31, 2020
|
Expenses
Paid During
the Period(1)
|
|
Actual
|
$ 1,000.00
|
$ 897.20
|
$1.85
|
|
Hypothetical (5% annual return before expenses)
|
$ 1,000.00
|
$ 1,023.05
|
$1.97
|
|
(1)
|
The dollar amounts shown as expenses paid during the period are equal to the annualized expense ratio, 0.39%, multiplied by the average account value during the period, multiplied by 183/366, to reflect the one-half year period.
|
22
Distillate U.S. Fundamental Stability & Value ETF
Federal Tax Information
(Unaudited)
For the fiscal period ended September 30, 2019, certain dividends paid by the Fund may be subject to the maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003.
The percentage of dividends declared from ordinary income designated as qualified dividend income was 100.00%.
For corporate shareholders, the percentage of ordinary income distributions qualifying for the corporate dividends received deduction for the fiscal period ended September 30, 2019 was 100.00%.
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(C) for the Fund was 0.00%.
Information About Portfolio Holdings
(Unaudited)
The Fund files its complete schedules of portfolio holdings for its first and third fiscal quarters with the SEC on Form N-Q or Part F of Form N-PORT (beginning with filings after March 31, 2020). The Fund’s Form N-Q or Part F of Form N-PORT is available without charge, upon request, by calling toll-free at (800) 617-0004. Furthermore, you may obtain the Form N-Q or Part F of Form N-PORT on the SEC’s website at www.sec.gov. The Fund’s portfolio holdings are posted on its website at https://distillatefunds.com/dstl daily.
Information About Proxy Voting
(Unaudited)
A description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided in the Statement of Additional Information (“SAI”). The SAI is available without charge, upon request, by calling toll-free at (800) 617-0004, by accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website at https://distillatefunds.com/dstl.
When available, information regarding how the Fund voted proxies relating to portfolio securities during the twelve-months ending June 30 is available by calling toll-free at (800) 617-0004 or by accessing the SEC’s website at www.sec.gov.
23
Distillate U.S. Fundamental Stability & Value ETF
Information About the Fund’s Trustees
(Unaudited)
The SAI includes additional information about the Fund’s Trustees and is available without charge, upon request, by calling toll-free at (800) 617-0004, or accessing the SEC’s website at www.sec.gov, or by accessing the Fund’s website https://distillatefunds.com/dstl.
Frequency Distribution of Premiums and Discounts
(Unaudited)
Information regarding how often shares of the Fund trade on an exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of the Fund is available without charge, on the Fund’s website at https://distillatefunds.com/dstl.
24
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Adviser and Index Provider
Distillate Capital Partners, LLC
53 W Jackson BLVD, Suite 530
Chicago, IL 60604
Sub-Adviser
Vident Investment Advisory, LLC
1125 Sanctuary Parkway, Suite 515
Alpheretta, Georgia 30009
Distributor
Quasar Distributors, LLC
111 East Kilbourn Ave. Suite 1250
Milwaukee, Wisconsin 53202
Custodian
U.S. Bank National Association
1555 North Rivercenter Drive, Suite 302
Milwaukee, Wisconsin 53212
Transfer Agent
U.S. Bancorp Fund Services, LLC
615 East Michigan Street
Milwaukee, Wisconsin 53202
Independent Registered Public Accounting Firm
Cohen & Company Ltd.
342 North Water Street, Suite 830
Milwaukee, Wisconsin 53202
Legal Counsel
Morgan, Lewis, & Bockius, LLP
1111 Pennsylvania Avenue, NW
Washington, DC 20004
Distillate U.S. Fundamental Stability & Value ETF
Symbol – DSTL
CUSIP – 26922A321