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: | 811-22172 |
Exact name of registrant as specified in charter: | World Funds Trust |
Address of principal executive offices: | 8730 Stony Point Parkway, Suite 205 Richmond, VA 23235 |
Name and address of agent for service | The Corporation Trust Co., Corporation Trust Center, 1209 Orange St., Wilmington, DE 19801 With Copy to: John H. Lively Practus, LLP 11300 Tomahawk Creek Parkway Suite 310 Leawood, KS 66211 |
Registrant’s telephone number, including area code: | (804) 267-7400 |
Date of fiscal year end: | March 31 |
Date of reporting period: | September 30, 2024 |
| |
| |
| Philotimo Focused Growth and Income Fund |
ITEM 1. (a) REPORT TO STOCKHOLDERS.
Philotimo Focused Growth and Income Fund Tailored Shareholder Report
semi-annual Shareholder Report September 30, 2024 Philotimo Focused Growth and Income Fund Philotimo Focused Growth and Income Fund ticker: PHLOX |
This semi-annual shareholder report contains important information about the Philotimo Focused Growth and Income Fund for the period of April 1, 2024 to September 30, 2024. You can find additional information about the Fund at theworldfundstrust.com/funds/Philotimo/Philotimo.php. You can also contact us at (800) 673-0550.
What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)
Fund Name | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
---|
Philotimo Focused Growth and Income Fund | $76 | 1.52%¹ |
Sector Breakdown
Sector | % |
CONSUMER DISCRETIONARY | 0.3163 |
DIVERSIFIED | 0.0800 |
FINANCIALS | 0.3389 |
HEALTH CARE | 0.0105 |
INFORMATION TECHNOLOGY | 0.0960 |
REAL ESTATE | 0.1174 |
GOVERNMENT | 0.0286 |
MONEY MARKET FUND | 0.0225 |
Top Ten Holdings | |
---|
Compass, Inc. | 10.14% |
The RealReal, Inc | 8.23% |
EZCorp, Inc. Class A | 6.24% |
Barnes & Noble Education, Inc. | 6.15% |
Caesars Entertainment, Inc. | 5.54% |
Duff & Phelps Utility and Infrastructure Fund, Inc. | 3.55% |
Nationwide Financial Services 5/15/2037 | 3.37% |
Immersion Corporation | 3.21% |
eGain Corp. | 3.16% |
Inspired Entertainment, Inc. | 3.13% |
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, visit theworldfundstrust.com/funds/Philotimo/Philotimo.php.
Key Fund Statistics
(as of September 30, 2024)
| |
---|
Net Assets (Thousands) | $90,402 |
Number of Holdings | 50 |
Total Advisory Fee Paid | $443,392 |
Portfolio Turnover Rate | 61.68% |
What did the Fund invest in?
(% of Net Assets as of September 30, 2024)
Philotimo Focused Growth and Income Fund Tailored Shareholder Report
ITEM 1. (b) Not applicable
Not applicable when filing a semi-annual report to shareholders.
| ITEM 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Not applicable when filing a semi-annual report to shareholders.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
Not applicable.
| (a) | The Registrant’s Schedule of Investments is included as part of the Financial Statements and Financial Highlights filed under Item 7 of this Form. |
| ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
FINANCIAL STATEMENTS
AND OTHER INFORMATION
For the Six Months Ended September 30, 2024 (unaudited)
Philotimo Focused Growth and Income Fund
See Notes to Financial Statements
3
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Schedule of InvestmentsSeptember 30, 2024 (unaudited)
| | | | | | |
| | | Shares | | Value | |
68.52% | COMMON STOCKS | | | | | |
| | | | | | |
30.58% | CONSUMER DISCRETIONARY | | | | | |
| Ainsworth Game Technology Ltd.(A) | | 2,500,409 | | $1,417,495
| |
| Barnes & Noble Education, Inc.(A) | | 600,428 | | 5,559,963 | |
| Caesars Entertainment, Inc.(A) | | 120,000 | | 5,008,800 | |
| CDON AB(A) | | 367,676 | | 2,353,219 | |
| Haverty Furniture Cos., Inc. | | 58,204 | | 1,598,864 | |
| Inspired Entertainment, Inc.(A) | | 305,616 | | 2,833,060 | |
| Lazydays Holdings, Inc.(A) | | 3 | | 5 | |
| Natuzzi S.p.A(A) | | 330,648 | | 1,438,319 | |
| The RealReal, Inc(A) | | 2,368,860 | | 7,438,220 | |
| | | | | 27,647,945 | |
| | | | | | |
8.00% | DIVERSIFIED | | | | | |
| Duff & Phelps Utility and Infrastructure Fund, Inc. | | 273,222 | | 3,207,626 | |
| Eaton Vance Limited Duration Income Fund | | 229,225 | | 2,409,155 | |
| Nuveen Preferred & Income Opportunities Fund | | 200,000 | | 1,614,000 | |
| | | | | 7,230,781 | |
| | | | | | |
7.55% | FINANCIALS | | | | | |
| EZCorp, Inc. Class A(A) | | 503,545 | | 5,644,739 | |
| U.S. Global Investors, Inc. | | 456,885 | | 1,178,763 | |
| | | | | 6,823,502 | |
1.05% | HEALTH CARE | | | | | |
| biote Corp.(A) | | 170,200 | | 949,716 | |
| | | | | | |
9.60% | INFORMATION TECHNOLOGY | | | | | |
| Allot Ltd.(A) | | 699,820 | | 2,078,465 | |
| Data I/O Corp.(A) | | 327,401 | | 841,421 | |
| eGain Corp.(A) | | 560,459 | | 2,858,341 | |
| Immersion Corporation | | 325,000 | | 2,899,000 | |
| | | | | 8,677,227 | |
See Notes to Financial Statements
4
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Schedule of Investments - continuedSeptember 30, 2024 (unaudited)
| | | | | | |
| | | Shares | | Value | |
11.74% | REAL ESTATE | | | | | |
| Compass, Inc.(A) | | 1,500,351 | | $9,167,145
| |
| The One Group Hospitality, Inc.(A) | | 393,975 | | 1,449,828 | |
| | | | | 10,616,973 | |
| | | | | | |
68.52% | TOTAL COMMON STOCKS | | | | 61,946,144 | |
| (Cost: $65,474,401) | | | | | |
| | | | | | |
1.05% | PREFERRED STOCK | | | | | |
| Fossil Group, Inc. 7.000% | | 69,381 | | 944,969 | |
| | | | | | |
1.05% | TOTAL PREFERRED STOCK | | | | 944,969 | |
| (Cost: $1,015,259) | | | | | |
| | | | | | |
| | | Principal | | Value | |
29.20% | BONDS | | | | | |
| | | | | | |
26.34% | FINANCIALS | | | | | |
| Allstate Corp. 05/15/2057 6.500%^ (ICE LIBOR USD 3 Month +3.102%) | | 1,000,000 | | 1,051,728 | |
| Bank of America Corp. 11/02/2029 6.000% | | 140,000 | | 139,327 | |
| Bank of Montreal 11/26/2084 7.300%^ (CME Term SOFR 3 Month +2.619110%) | | 1,000,000 | | 1,055,180 | |
| Bank of Nova Scotia 01/27/2084 8.000%^ (US Treasury Yield Curve Rate Constant Maturity 5 Year +2.404%) | | 2,000,000 | | 2,151,700 | |
| The Charles Schwab Corp Perpetual 4.000%^ (US Treasury Yield Curve Rate Constant Maturity 5 Year +3.010%) | | 500,000 | | 479,595 | |
| Citigroup Global Markets 01/22/2035 0.000%(A) | | 300,000 | | 235,920 | |
| Citigroup Global Markets 10/01/2040 7.250%(A) | | 84,000 | | 63,126 | |
| Citigroup Global Markets 03/19/2041 10.500% | | 120,000 | | 86,652 | |
See Notes to Financial Statements
5
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Schedule of Investments - continuedSeptember 30, 2024 (unaudited)
| | | | | | |
| | | Principal | | Value | |
| Citigroup, Inc. Perpetual 7.000%^ (US Treasury Yield Curve Rate Constant Maturity 5 Year +2.767%) | | 1,350,000 | | $1,446,525
| |
| Citizens Financial Group, Inc. Perpetual 8.008%^ (ICE LIBOR USD 3 Month +3.033%) | | 1,555,000 | | 1,543,269 | |
| Comerica, Inc. Perpetual 5.625%^ (CME Term SOFR 3 Month +3.295%) | | 1,700,000 | | 1,687,250 | |
| EZCorp, Inc. 05/01/2025 2.375% | | 1,000,000 | | 978,861 | |
| Fifth Third Bancorp Perpetual 4.500% | | 2,000,000 | | 1,977,008 | |
| Fifth Third Bancorp Perpetual 7.898% | | 560,000 | | 557,900 | |
| Goldman Sachs Capital III Perpetual 6.047%^ (ICE LIBOR USD 3 Month +0.770%) | | 445,000 | | 367,895 | |
| The Goldman Sachs Group, Inc 11/04/2032 7.000% | | 1,000,000 | | 1,001,368 | |
| HSBC USA, Inc. 01/30/2030 0.000%(A) | | 145,000 | | 147,117 | |
| Lincoln National Corp. 05/17/2066 7.721%^ (ICE LIBOR USD 3 Month +2.358%) | | 450,000 | | 354,033 | |
| Lloyd’s Banking Group plc Perpetual 6.750% | | 1,000,000 | | 999,500 | |
| Morgan Stanley 03/31/2035 0.000%(A) | | 95,000 | | 59,850 | |
| Nationwide Financial Services 05/15/2037 6.750%^ (US Treasury Yield Curve Rate Constant Maturity 5 Year +4.215%) | | 2,975,000 | | 3,042,669 | |
| Prudential Financial, Inc. 03/15/2054 6.500% | | 1,000,000 | | 1,068,755 | |
| Truist Financial Corp. Perpetual 8.310% | | 1,750,000 | | 1,749,288 | |
| Wells Fargo & Co. 11/14/2027 6.000% | | 5,000 | | 4,966 | |
| Wells Fargo & Co. Perpetual 6.850%^ (CME Term SOFR 3 Month +1.036%) | | 1,500,000 | | 1,565,555 | |
| | | | | | |
| | | | | 23,815,037 | |
| | | | | | |
See Notes to Financial Statements
6
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Schedule of Investments - continuedSeptember 30, 2024 (unaudited)
| | | | | | |
| | | Principal | | Value | |
2.86% | Government | | | | | |
| Farm Credit Bank of Texas Perpetual 7.750% | | 1,500,000 | | $1,582,770
| |
| Federal Farm Credit Bank 05/10/2038 6.100%(A) | | 1,000,000 | | 1,000,131 | |
| | | | | 2,582,901 | |
| | | | | | |
29.20% | TOTAL BONDS | | | | 26,397,938 | |
| (Cost: $25,564,103) | | | | | |
| | | Shares | | Value | |
2.25% | MONEY MARKET FUND | | | | | |
| Federated Government Obligations Fund 4.790%(B) (Cost: $2,031,645) | | 2,031,645 | | 2,031,645 | |
| | | | | | |
101.02% | TOTAL INVESTMENTS | | | | | |
| (Cost: $94,085,408) | | | | 91,320,696 | |
(1.02%) | Liabilities in excess of other assets | | | | (918,625) | |
100.00% | NET ASSETS | | | | $90,402,071
| |
^Rate is determined periodically. Rate shown is the rate as of September 30, 2024.
(A)Non-income producing.
(B)Effective 7 day yield as of September 30, 2024.
See Notes to Financial Statements
7
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Statement of Assets and LiabilitiesSeptember 30, 2024 (unaudited)
| | | |
ASSETS | | | |
Investments at value (cost of $94,085,408) (Note 1) | | $91,320,696
| |
Receivable for investments sold | | 8,369 | |
Receivable for capital stock sold | | 36 | |
Interest and dividends receivable | | 301,956 | |
Prepaid expenses | | 27,919 | |
TOTAL ASSETS | | 91,658,976 | |
| | | |
LIABILITIES | | | |
Payable for investments purchased | | 1,108,463 | |
Accrued investment advisory fees | | 78,682 | |
Accrued 12b-1 fees | | 47,329 | |
Accrued administration, accounting and transfer agent fees | | 16,351 | |
Other accrued expenses | | 6,080 | |
TOTAL LIABILITIES | | 1,256,905 | |
NET ASSETS | | $90,402,071
| |
| | | |
Net Assets Consist of: | | | |
Paid-in-capital applicable to 10,251,402 no par value shares of beneficial interest outstanding, unlimited shares authorized | | $95,920,051
| |
Distributable earnings (accumulated deficits) | | (5,517,980 | ) |
Net Assets | | $90,402,071
| |
| | | |
NET ASSET VALUE PER SHARE | | | |
Net Assets | | $90,402,071
| |
Shares Outstanding | | 10,251,402 | |
Net Asset Value Per Share Offering, and Redemption Price | | $8.82
| |
See Notes to Financial Statements
8
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Statement of OperationsFor the Six Months Ended September 30, 2024
(unaudited)
| | | |
INVESTMENT INCOME | | | |
Dividends | | $206,242
| |
Interest | | 1,310,560 | |
Total investment income | | 1,516,802 | |
| | | |
EXPENSES | | | |
Investment advisory fees (Note 2) | | 443,391 | |
12b-1 fees (Note 2) | | 14,726 | |
Recordkeeping and administrative services (Note 2) | | 40,361 | |
Accounting fees (Note 2) | | 24,724 | |
Custody fees | | 5,568 | |
Transfer agent fees (Note 2) | | 18,743 | |
Legal fees | | 10,948 | |
Professional fees | | 9,216 | |
Filing and registration fees | | 9,375 | |
Trustee fees | | 6,761 | |
Compliance fees (Note 2) | | 4,796 | |
Shareholder reports | | 10,561 | |
Shareholder servicing (Note 2) | | 44,334 | |
Insurance | | 1,552 | |
Other | | 9,461 | |
Total expenses | | 654,517 | |
Recovery of previously waived advisory fees (Note 2) | | 19,388 | |
Net expenses | | 673,905 | |
| | | |
Net investment income (loss) | | 842,897 | |
| | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | | | |
Net realized gain (loss) on investments | | 652,412 | |
Net realized gain (loss) on foreign currency transactions | | 347 | |
Change in unrealized appreciation (depreciation) of investments | | (2,869,094 | ) |
Net realized and unrealized gain (loss) on investments | | (2,216,335 | ) |
| | | |
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS | | $(1,373,438
| ) |
See Notes to Financial Statements
9
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Statements of Changes in Net Assets
| | | | | |
| | Six Months Ended September 30, 2024 (unaudited) | | Year Ended March 31, 2024 | |
INCREASE (DECREASE) IN NET ASSETS FROM | | | | | |
| | | | | |
OPERATIONS | | | | | |
Net investment income (loss) | | $842,897
| | $1,845,210
| |
Net realized gain (loss) on investments and foreign currency transactions | | 652,759 | | (4,652,552 | ) |
Change in unrealized appreciation (depreciation) of investments | | (2,869,094 | ) | 5,581,458 | |
Increase (decrease) in net assets from operations | | (1,373,438 | ) | 2,774,116 | |
| | | | | |
DISTRIBUTIONS TO SHAREHOLDERS | | | | | |
Distributions from earnings | | — | | (726,372 | ) |
Decrease in net assets from distributions | | — | | (726,372 | ) |
| | | | | |
CAPITAL STOCK TRANSACTIONS (NOTE 5) | | | | | |
Shares sold | | 2,741,939 | | 13,026,110 | |
Shares reinvested | | — | | 726,372 | |
Shares redeemed | | (2,334,319 | ) | (2,352,471 | ) |
Increase (decrease) in net assets from capital stock transactions | | 407,620 | | 11,400,011 | |
| | | | | |
NET ASSETS | | | | | |
Increase (decrease) during period | | (965,818 | ) | 13,447,755 | |
Beginning of period | | 91,367,889 | | 77,920,134 | |
End of period | | $90,402,071
| | $91,367,889
| |
See Notes to Financial Statements
10
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Financial HighlightsSelected Per Share Data Throughout Each Period
| | | | | | | | | |
| | Six Months Ended September 30, 2024 (unaudited) | | | | | | August 20, 2021(2) through March 31, 2022 | |
| | | Years Ended March 31, | | |
| | | 2024 | | 2023 | | |
| | | | | | | | | |
Net asset value, beginning of period | | $8.95
| | $8.76
| | $10.02
| | $10.00
| |
| | | | | | | | | |
Investment activities | | | | | | | | | |
Net investment income (loss)(1) | | 0.08 | | 0.20 | | 0.08 | | 0.08 | |
Net realized and unrealized gain (loss) on investments | | (0.21) | | 0.07 | | (0.83) | | 0.08 | |
Total from investment activities | | (0.13) | | 0.27 | | (0.75) | | 0.16 | |
Distributions | | | | | | | | | |
Net investment income | | — | | (0.08) | | — | (3) | (0.07) | |
Net realized gain | | — | | — | | (0.21) | | (0.07) | |
Return of capital | | — | | — | | (0.30) | | — | |
Total distributions | | — | | (0.08) | | (0.51) | | (0.14) | |
| | | | | | | | | |
Net asset value, end of period | | $8.82
| | $8.95
| | $8.76
| | $10.02
| (4) |
| | | | | | | | | |
Total Return(5) | | (1.45%) | | 3.05% | | (7.36%) | | 1.57% | |
Ratios/Supplemental Data | | | | | | | | | |
Ratios to average net assets(6) | | | | | | | | | |
Expenses, gross | | 1.52% | | 1.64% | (8) | 1.60% | (8) | 1.70% | |
Expenses, net of waiver or recovery (Note 2) | | 1.52% | (7) | 1.59% | (8) | 1.59% | (8) | 1.50% | |
Net investment income | | 1.90% | | 2.31% | | 0.97% | | 1.36% | |
Portfolio turnover rate(5) | | 61.68% | | 76.00% | | 128.74% | | 117.87% | |
Net assets, end of period (000’s) | | $90,402
| | $91,368
| | $77,920
| | $58,611
| |
(1) Per share amounts calculated using the average number of shares outstanding throughout the period.
(2)Commencement of operations.
(3) Less than 0.005 per share.
(4)Adjusted to conform with accounting principles generally accepted in the United States of America.
(5)Total return and portfolio turnover rate are for the period indicated and have not been annualized for periods less than one year.
(6)Ratios to average net assets have been annualized for periods less than one year.
(7)Recovery of previously waived fees increased the expense ratio and decreased the net investment income ratio by 0.04% for the six months ended September 30, 2024
(8)Gross and net expenses reflect the effect of proxy expense which is excluded from the Fund’s expense limitation agreement. Gross and net expenses excluding proxy expense would have been: 1.60% and 1.55%, respectively for the year ended March 31, 2024; and 1.53% and 1.52%, respectively for the year ended March 31, 2023.
11
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial StatementsSeptember 30, 2024 (unaudited)
NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
The Philotimo Focused Growth and Income Fund (the “Fund”) is a non-diversified series of the World Funds Trust (“WFT” or “Trust”), which is registered under the Investment Company Act of 1940, as amended, (the “1940 Act”), as an open-end management company. The Trust was organized as a Delaware statutory trust on April 9, 2007 and may issue its shares of beneficial interest in separate series and issue classes of any series or divide shares of any series into two or more classes. The Fund commenced operations on August 20, 2021.
The Fund’s investment objective is to seek current income and long-term growth.
The following is a summary of significant accounting policies consistently followed by the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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”.
Security Valuation
The Fund’s securities are valued at current market prices. Investments in securities traded on national securities exchanges are valued at the last reported sale price. Investment securities traded on the NASDAQ National Market System are valued at the NASDAQ Official Closing Price. Securities traded in the over-the-counter market are valued at the last available sale price in the over-the-counter market prior to time of valuation. Securities that are listed on an exchange and which are not traded on the valuation date are valued at the last quoted bid price. If available, debt securities (other than short-term obligations) are priced based upon valuations provided by independent, third-party pricing agents approved by the Trust’s Board of Trustees (the “Board”). Such values generally reflect the last reported sales price if the security is actively traded. The third-party pricing agents may also value debt securities at an evaluated bid price by employing supplied valuations, or other methodologies that utilize actual market transactions, broker supplied valuations, or other methodologies designed to identify the market value for such securities. Short-term debt securities (less than 60 days to maturity) are valued at amortized cost which approximates market value. Investments in investment companies and money market funds are valued at net asset value per share as reported by such investment company. Other assets for which market prices are not readily available are valued at their fair value as determined in good faith under procedures set by the Board.
12
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
Although the Board is ultimately responsible for fair value determinations under Rule 2a-5 of the 1940 Act, the Board has delegated day-to-day responsibility for oversight of the valuation of the Fund’s assets to Kanen Wealth Management, LLC (the “Advisor”) as the Valuation Designee pursuant to the Fund’s policies and procedures. Generally, trading in corporate bonds, U.S. government securities and money market instruments is substantially completed each day at various times before the scheduled close of the New York Stock Exchange (“NYSE”) and the value of these securities used in computing the net asset value (“NAV”) is determined as of such times.
The Fund has a policy that contemplates the use of fair value pricing to determine the NAV per share of the Fund when market prices are unavailable as well as under special circumstances, such as: (i) if the primary market for a portfolio security suspends or limits trading or price movements of the security; and (ii) when an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security.
When the Fund uses fair value pricing to determine the NAV per share of the Fund, securities will not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Valuation Designee believes accurately reflects fair value. Any method used will be approved by the Board and results will be monitored to evaluate accuracy. The Fund’s policy is intended to result in a calculation of the Fund’s NAV that fairly reflects security values as of the time of pricing.
Various inputs are used in determining the value of the Fund’s investments. GAAP established a three-tier hierarchy of inputs to establish a classification of fair value measurements for disclosure purposes. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Fund’s own assumptions in determining fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
13
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
The following is a summary of the level of inputs used to value the Fund’s investments as of September 30, 2024:
| | | | | | | | |
| | Level 1 Quoted Prices | | Level 2 Other Significant Observable Inputs | | Level 3 Significant Unobservable Inputs | | Total |
Common Stocks | | $61,946,144
| | $—
| | $—
| | $61,946,144
|
Preferred Stock | | 944,969 | | — | | — | | 944,969 |
Bonds | | — | | 26,397,938 | | — | | 23,397,938 |
Money Market Fund | | 2,031,645 | | — | | — | | 2,031,645 |
| | $64,922,758
| | $26,397,938
| | $—
| | $91,320,696
|
Refer to the Fund’s Schedule of Investments for a listing of the securities by security type and sector.
The Fund held no Level 3 securities at any time during the six months ended September 30, 2024.
Security Transactions and Income
Security transactions are accounted for on the trade date. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Discount or premiums are accreted or amortized to interest income using the effective interest method or the worst yield for callable bonds. The cost of securities sold is determined on a specific identification basis. Realized gains and losses from security transactions are determined on the basis of identified cost for book and tax purposes.
Accounting Estimates
In preparing financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
Federal Income Taxes
The Fund has complied and intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. The Fund also
14
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise provision is required.
Management has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken in the Fund’s tax returns. The Fund has no examinations in progress and management is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. Interest and penalties, if any, associated with any federal or state income tax obligations are recorded as income tax expense as incurred.
Reclassification of Capital Accounts
GAAP requires certain components of net assets be reclassified related to permanent differences between financial and tax reporting. These reclassifications are caused primarily by differences in the timing of the recognition of certain components of income, expenses or realized capital gains for federal income tax purposes and have no effect on net assets or net asset value per share. For the six months ended September 30, 2024, there were no such reclassifications.
NOTE 2 – INVESTMENT ADVISORY AND DISTRIBUTION AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
Pursuant to the Investment Advisory Agreement (“Agreement”), the Advisor provides investment advisory services to the Fund for an annual fee of 1.00% of the Fund’s daily net assets.
The Advisor has contractually agreed to reduce its fees and/or reimburse Fund expenses until July 31, 2025 to keep Total Annual Operating Expenses (exclusive of interest, fees pursuant to Rule 12b-1 Plans, taxes, acquired fund fees and expenses, brokerage commissions, dividend expenses on short sales, other expenditures which are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of business) from exceeding 1.50% of the Fund’s daily net assets. The Trust and the Advisor may terminate this expense limitation agreement prior to July 31, 2025 only by mutual written consent. Each waiver or reimbursement of an expense by the Advisor is subject to repayment by the Fund within the three years following the date such waiver and/or reimbursement was made, provided that the Fund is able to make the repayment without exceeding the expense limitation in place at the time of the waiver or reimbursement and at the time the waiver or reimbursement is recouped.
15
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
During the six months ended September 30, 2024, the advisory fees earned, waived and recoupment of previously waived fees under the expense limitation agreement were as follows:
| | |
Advisory Fees Earned | Advisory Fees Waived | Recoupment of Previously Waived Fees by Advisor |
$443,392 | $– | $19,388 |
The total amounts of recoverable waivers and reimbursements as of September 30, 2024 are as follows:
| | | |
Recoverable Waivers and Reimbursements and Expiration Date |
2025 | 2026 | 2027 | Total |
$29,317 | $5,780 | $40,334 | $75,431 |
The Fund had adopted a Distribution and Shareholder Services (12b-1) Plan under which the Fund was authorized to pay an annual fee of up to 0.25% of the daily net assets of the Fund as compensation for certain shareholder service and distribution related activities. The Board of Trustees has adopted a resolution to discontinue accrual of fees under the Rule 12b-1 Plan at this time, although the Board may authorize fee payments by the Fund pursuant to the Rule 12b-1 Plan in the future. Prior to July 31, 2024, the Fund paid a maximum 0.05% of its daily net assets pursuant to the 12b-1 Plan.
The Fund has adopted a shareholder services plan. Under the shareholder services plan, the Fund may pay an authorized firm up to 0.25% on an annualized basis of average daily net assets attributable to its customers who are shareholders. For this fee, the authorized firms may provide a variety of services, including but not limited to: (i) arranging for bank wires; (ii) responding to inquiries from shareholders concerning their investment in the Fund; (iii) assisting shareholders in changing dividend options, account designations and addresses; (iv) providing information periodically to shareholders showing their position in the Fund; (v) forwarding shareholder communications from the Fund such as proxies, shareholder reports, annual reports, and dividend distribution and tax notices to shareholders; (vi) processing purchase, exchange and redemption requests from shareholders and placing orders with the Fund or their service providers; (vii) providing sub-accounting with respect to Fund shares beneficially owned by shareholders; and (viii) processing dividend payments from the Fund on behalf of shareholders.
16
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
For the six months ended September 30, 2024, the following fees were incurred:
| |
Type of Plan | Fees Incurred |
12b-1 | $14,726 |
Shareholder Services | 44,334 |
Commonwealth Fund Services, Inc. (“CFS”) acts as the Fund’s administrator, transfer and dividend disbursing agent and fund accountant. Fees to CFS are computed daily and paid monthly. For the six months ended September 30, 2024, the following fees were paid by the Fund to CFS:
| | |
Administrator | Transfer Agent | Fund Accountant |
$38,089 | $18,614 | $16,567 |
The amounts reflected on the Statement of Operations for Administration, Transfer Agent and Accounting fees include some out of pocket expenses not paid to CFS.
Certain officers of the Trust are also officers and/or directors of CFS. Additionally, Practus LLP, serves as legal counsel to the Trust. John H. Lively, Secretary of the Trust, is Managing Partner of Practus LLP. J. Stephen King, Jr., Assistant Secretary of the Trust, is a Partner of Practus LLP. Neither the officers and/or directors of CFS, Mr. Lively or Mr. King receive any special compensation from the Trust or the Fund for serving as officers of the Trust.
The Fund’s Chief Compliance Officer is the Managing Member of Watermark Solutions, LLC (“Watermark”), which provides certain compliance services to the Fund. For the six months ended September 30, 2024, Watermark received $4,796 in fees incurred by the Fund.
NOTE 3 – INVESTMENTS
The costs of purchases and proceeds from the sales of securities other than short-term investments for the six months ended September 30, 2024 were as follows:
| |
Purchases | Sales |
$64,373,756 | $52,080,189 |
17
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
NOTE 4 – DISTRIBUTIONS TO SHAREHOLDERS AND TAX COMPONENTS OF CAPITAL
Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.
The tax character of distributions paid during the six months ended September 30, 2024 and the year ended March 31, 2024 were as follows:
| | | | |
Distributions paid from: | | Six months ended September 30, 2024 | | Year ended March 31, 2024 |
Ordinary income | | $—
| | $726,372
|
| | $—
| | $726,372
|
As of September 30, 2024, the components of distributable earnings (accumulated deficits) on a tax basis were as follows:
| | | |
Undistributed ordinary income | | $2,473,657
| |
Accumulated net realized gain (loss) | | (5,226,925 | ) |
Net unrealized appreciation (depreciation) | | (2,764,712) | |
| | $(5,517,980
| ) |
As of September 30, 2024, cost of securities for Federal income tax purposes and the related tax-based net unrealized appreciation (depreciation) consists of:
| | | |
Cost | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) |
$94,085,408 | $8,779,148 | $(11,543,860) | $(2,764,712) |
18
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Notes to Financial Statements - continuedSeptember 30, 2024 (unaudited)
NOTE 5 – CAPITAL STOCK TRANSACTIONS
Capital stock transactions were:
| | | | | |
| | Six months ended September 30, 2024 | | Year ended March 31, 2024 | |
Shares sold | | 313,427 | | 1,501,530 | |
Shares reinvested | | — | | 82,355 | |
Shares redeemed | | (269,334 | ) | (273,209 | ) |
Net increase (decrease) | | 44,093 | | 1,310,676 | |
NOTE 6 – RISKS OF INVESTING IN THE FUND
It is important that you closely review and understand the risks of investing in the Fund. The Fund’s NAV and investment return will fluctuate based upon changes in the value of its portfolio securities. You could lose money on your investment in the Fund, and the Fund could underperform other investments. There is no guarantee that the Fund will meet its investment objective. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. A complete description of the principal risks is included in the Fund’s prospectus under the heading “Principal Risks.”
NOTE 7 – SUBSEQUENT EVENTS
Management has evaluated all transactions and events subsequent to the date of the Statement of Assets and Liabilities through the date on which these financial statements were issued. Except as already included in the notes to these financial statements, no additional items require disclosure.
19
FINANCIAL STATEMENTS | SEPTEMBER 30, 2024
Philotimo Focused Growth and Income Fund
Supplemental Information (unaudited)
Changes in and disagreements with accountants for open-end management investment companies.
Not applicable.
Proxy disclosures for open-end management investment companies.
The Trustees of the Trust authorized a Special Meeting of Shareholders that was held on August 15, 2024 (the “Special Meeting”). The Special Meeting was called for the purpose of electing Trustees to the Trust. Because the Special Meeting involved a matter that affected the Trust as a whole, the proposal was put forth for consideration by shareholders of each series of the Trust, including the Fund. The election of Trustees was approved by shareholders of the Trust based on the following results:
| | | | | | | |
Total Outstanding Shares: 195,946,387 | |
Total Shares Voted: 129,095,648 | |
| | Dr. David J. Urban | | Mary Lou H. Ivey | | Laura V. Morrison | |
Voted For: | | 121,513,139 | | 127,006,507 | | 128,734,725 | |
Voted Against: | | – | | – | | – | |
Abstained: | | 7,582,508 | | 2,089,141 | | 360,923 | |
Remuneration paid to Directors, Officers, and others of open-end management investment companies.
See the Statement of Operations and Note 2 for remuneration paid to Officers. See the Statement of Operations for remuneration paid to Trustees.
Advisory Agreement Renewal
Not applicable.
| ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Reference Item 7 which includes proxy disclosures for open-end management investment companies in the Supplemental Information.
| ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Reference Item 7, Note 2 which includes remuneration paid to Officers and the Statements of Operations which include remuneration paid to Trustees.
| 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 because it is not a closed-end management investment company.
| ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable because it is not a closed-end management investment company.
| ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
Not applicable because it is not a closed-end management investment company.
| 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 and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d- 15(b)).
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable because it is not a closed-end management investment company.
| ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
Not applicable.
| (a)(1) | Code of Ethics in response to Item 2 of this Form N-CSR – Not applicable. |
| (a)(2) | Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act of 1934 – Not applicable. |
| (a)(3)(1) | Any written solicitation to purchase securities under Rule 23c-1 under the Investment Company Act of 1940 – Not applicable. |
| (a)(3)(2) | Change in the registrant’s independent public accountant – Not applicable. |
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: World Funds Trust
By (Signature and Title)*: | /s/ Karen Shupe |
| Karen Shupe Principal Executive Officer |
Date: December 9, 2024 | |
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/ Karen Shupe |
| Karen Shupe Principal Executive Officer |
Date: December 9, 2024 | |
| |
By (Signature and Title)*: | /s/ Ann MacDonald |
| Ann MacDonald Principal Financial Officer |
Date: December 9, 2024 | |
* Print the name and title of each signing officer under his or her signature.