N-Q/A 1 ast-kellner_nqa.htm AMENDED QUARTERLY NOTICE OF PORTFOLIO HOLDINGS



As filed with the Securities and Exchange Commission on May 30, 2019



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM N-Q
 
 
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
 


Investment Company Act file number 811-07959



Advisors Series Trust
(Exact name of registrant as specified in charter)



615 East Michigan Street
Milwaukee, Wisconsin 53202
(Address of principal executive offices) (Zip code)



Jeffrey T. Rauman, President/Chief Executive Officer
Advisors Series Trust
c/o U.S. Bancorp Fund Services, LLC
777 East Wisconsin Avenue, 5th Floor
Milwaukee, Wisconsin 53202
(Name and address of agent for service)


(414) 765-6872
Registrant's telephone number, including area code




Date of fiscal year end:  December 31, 2019


Date of reporting period:  March 31, 2019

Item 1. Schedules of Investments.

Kellner Merger Fund
 
Schedule of Investments
 
at March 31, 2019 (Unaudited)
 
   
Shares
     
Value
 
   
COMMON STOCKS - 59.8%
     
   
Accommodation - 2.0%
     
 
140,100
 
Belmond Ltd. - Class A (a)(b)
 
$
3,492,693
 
               
     
Broadcasting (except Internet) - 0.8%
       
 
19,500
 
Fox Corp. - Class A (a)
   
715,845
 
 
6,396
 
Walt Disney Co.
   
710,119
 
           
1,425,964
 
     
Chemical Manufacturing - 5.9%
       
 
47,500
 
Akorn, Inc. (a)
   
167,200
 
 
92,200
 
Celgene Corp. (a)(c)(e)
   
8,698,148
 
 
11,600
 
Nightstar Therapeutics plc - ADR (a)
   
294,292
 
 
19,800
 
Versum Materials, Inc.
   
996,138
 
           
10,155,778
 
     
Computer and Electronic Product Manufacturing - 14.9%
       
 
241,000
 
ARRIS International plc (a)(b)
   
7,618,010
 
 
144,300
 
Integrated Device Technology, Inc. (a)(c)
   
7,069,257
 
 
43,800
 
L3 Technologies, Inc. (c)
   
9,039,006
 
 
20,300
 
NXP Semiconductors NV (b)
   
1,794,317
 
           
25,520,590
 
     
Credit Intermediation and Related Activities - 9.3%
       
 
218,800
 
SunTrust Banks, Inc.
   
12,963,900
 
 
138,400
 
TCF Financial Corp.
   
2,863,496
 
           
15,827,396
 
     
Data Processing, Hosting, and Related Services - 4.1%
       
 
265,000
 
First Data Corp. - Class A (a)(c)
   
6,961,550
 
               
     
Electrical Equipment, Appliance, and Component - 0.3%
       
 
122,200
 
Maxwell Technologies, Inc. (a)
   
546,234
 
               
     
Insurance Carriers and Related Activities - 1.3%
       
 
31,900
 
Navigators Group, Inc.
   
2,228,853
 
               
     
Machinery Manufacturing - 0.1%
       
 
3,415
 
II-VI, Inc. (a)
   
127,175
 
               
     
Merchant Wholesalers, Durable Goods - 0.3%
       
 
4,650
 
KLA-Tencor Corp.
   
555,256
 
               
     
Mining (except Oil and Gas) - 2.5%
       
 
353,100
 
Goldcorp, Inc. (b)
   
4,039,464
 
 
15,010
 
SunCoke Energy Partners LP
   
186,875
 
           
4,226,339
 
     
Nonmetallic Mineral Product Manufacturing - 0.8%
       
 
29,300
 
USG Corp. (a)
   
1,268,690
 
               
     
Pipeline Transportation - 0.2%
       
 
78,100
 
American Midstream Partners LP
   
403,777
 
               
     
Publishing Industries (except Internet) - 6.4%
       
 
37,900
 
Red Hat, Inc. (a)(c)
   
6,924,330
 
 
88,400
 
Tribune Media Co. - Class A
   
4,078,776
 
           
11,003,106
 
     
Securities, Commodity Contracts, and Other Financial Investments and Related Activities - 9.7%
       
 
208,000
 
Oaktree Capital Group, LLC (c)
   
10,327,200
 
 
86,400
 
Travelport Worldwide Ltd. (b)
   
1,359,072
 
 
43,500
 
Worldpay, Inc. - Class A (a)
   
4,937,250
 
           
16,623,522
 

     
Support Activities for Mining - 0.2%
       
 
31,800
 
Rowan Companies plc - Class A (a)(b)
   
343,122
 
               
     
Telecommunications - 1.0%
       
 
24,700
 
T-Mobile U.S., Inc. (a)
   
1,706,770
 
     
TOTAL COMMON STOCKS (Cost $100,736,673)
   
102,416,815
 
               
     
REITS - 0.2%
       
     
Real Estate - 0.1%
       
 
2
 
Prologis, Inc.
   
144
 
 
4,422
 
Tier REIT, Inc.
   
126,734
 
           
126,878
 
     
Securities, Commodity Contracts, and Other Financial Investments and Related Activities - 0.1%
       
 
24,906
 
MedEquities Realty Trust, Inc.
   
277,204
 
     
TOTAL REITS (Cost $385,798)
   
404,082
 
               
Contracts
(100 shares per contract)
           
     
PURCHASED OPTIONS - 0.0%
       
     
Call Options - 0.0%
       
 
303
 
Bristol-Myers Squibb Co.
       
     
Expiration: April 2019, Exercise Price: $52.50
   
 
      Notional amount: $1,445,613
    3,636
 
               
     
Put Options - 0.0%
       
 
757
 
Celgene Corp.
       
     
Expiration: April 2019, Exercise Price: $80.00
   

 
      Notional amount:  $7,141,538
    20,439
 
     
TOTAL PURCHASED OPTIONS (Cost $363,163)
   
24,075
 
               
Shares
           
     
MONEY MARKET DEPOSIT ACCOUNTS - 37.8%
       
 
64,720,776
 
U.S. Bank Money Market Deposit Account, 2.38% (d)
   
64,720,776
 
     
TOTAL MONEY MARKET DEPOSIT ACCOUNTS (Cost $64,720,776)
   
64,720,776
 
               
     
Total Investments in Securities (Cost $166,206,410) - 97.8%
   
167,565,748
 
     
Other Assets in Excess of Liabilities - 2.2%
   
3,746,492
 
     
NET ASSETS - 100.0%
 
$
171,312,240
 
   
(a)
 
Non-income producing security.
       
(b)
 
Foreign issued security.
       
(c)
 
All or a portion of the security has been segregated for open short positions.
       
(d)
 
Rate shown is the 7-day annualized yield as of March 31, 2019.
       
(e)
 
All or a portion of the security is pledged as collateral for written options.
       
ADR -
 
American Depository Receipt
       
REIT -
 
Real Estate Investment Trust
       

Kellner Merger Fund
 
Schedule of Securities Sold Short
 
at March 31, 2019 (Unaudited)
 
   
Shares
     
Value
 
   
COMMON STOCKS - 28.1%
     
   
Chemical Manufacturing - 2.6%
     
 
92,200
 
Bristol-Myers Squibb Co.
 
$
4,398,862
 
               
     
Computer and Electronic Product Manufacturing - 5.3%
       
 
56,940
 
Harris Corp.
   
9,093,887
 
               
     
Credit Intermediation and Related Activities - 9.4%
       
 
283,346
 
BB&T Corp.
   
13,184,090
 
 
70,320
 
Chemical Financial Corp.
   
2,894,371
 
           
16,078,461
 
     
Data Processing, Hosting, and Related Services - 6.8%
       
 
40,400
 
Fidelity National Information Services, Inc.
   
4,569,240
 
 
80,275
 
Fiserv, Inc. (a)
   
7,086,677
 
           
11,655,917
 
     
Merchant Wholesalers, Durable Goods - 0.3%
       
 
4,650
 
KLA-Tencor Corp.
   
555,257
 
               
     
Mining (except Oil and Gas) - 2.4%
       
 
115,814
 
Newmont Goldcorp Corp.
   
4,142,667
 
               
     
Oil and Gas Extraction - 0.0%
       
 
1
 
Concho Resources, Inc.
   
111
 
               
     
Petroleum and Coal Products Manufacturing - 0.0%
       
 
2
 
Marathon Petroleum Corp.
   
120
 
               
     
Primary Metal Manufacturing - 0.3%
       
 
15,400
 
Finisar Corp. (a)
   
356,818
 
 
21,015
 
SunCoke Energy, Inc. (a)
   
178,417
 
           
535,235
 
     
Support Activities for Mining - 0.2%
       
 
70,437
 
Ensco plc - Class A (b)
   
276,817
 
               
     
Telecommunications - 0.8%
       
 
240,834
 
Sprint Corp. (a)
   
1,360,712
 
               
     
Transportation Equipment Manufacturing - 0.0%
       
 
1
 
United Technologies Corp.
   
129
 
     
TOTAL COMMON STOCKS (Proceeds $48,083,265)
   
48,098,175
 
               
     
EXCHANGE-TRADED FUNDS - 1.1%
       
 
9,800
 
iShares PHLX Semiconductor ETF
   
1,857,492
 
     
TOTAL EXCHANGE-TRADED FUNDS (Proceeds $1,823,754)
   
1,857,492
 
               
     
REITS - 3.2%
       
     
Real Estate - 0.2%
       
 
13,178
 
Cousins Properties, Inc.
   
127,299
 
 
5,852
 
Omega Healthcare Investors, Inc.
   
223,254
 
           
350,553
 
     
Securities, Commodity Contracts, and Other Financial Investments and Related Activities - 3.0%
       
 
112,006
 
Brookfield Asset Management, Inc. - Class A (b)
   
5,225,080
 
     
TOTAL REITS (Proceeds $5,518,422)
   
5,575,633
 
     
Total Securities Sold Short (Proceeds $55,425,441)
 
$
55,531,300
 
               
(a)
 
Non-income producing security.
       
(b)
 
Foreign issued security.
       
ETF -
 
Exchange-Traded Fund
       
REIT -
 
Real Estate Investment Trust
       

Kellner Merger Fund
 
Schedule of Options Written
 
at March 31, 2019 (Unaudited)
 
           
Contracts
(100 shares per contract)
     
Value
 
   
PUT OPTIONS - 0.1%
     
 
908
 
Bristol-Myers Squibb Co.
     
     
Expiration: April 2019, Exercise Price: $47.00
 

 
      Notional amount:  $4,332,068
  $
88,984
 
 
757
 
Celgene Corp.
       
     
Expiration: April 2019, Exercise Price: $70.00
   
 
      Notional amount:  $7,141,538
    6,813
 
     
TOTAL OPTIONS WRITTEN (Premiums received $153,921)
 
$
95,797
 

Note 1 – Securities Valuation

The Kellner Merger Fund’s (the “Fund”) investments in securities are carried at their fair value.  The Fund determines the fair value of its investments and computes its net asset value per share as of the close of regular trading on the New York Stock Exchange (4:00 pm EST).

Equity securities, including common stocks, exchange-traded funds and real estate investment trusts (“REITs”), that are traded on a national securities exchange shall be valued at the last sales price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale price on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ Global Market System for which market quotations are readily available shall be valued using the NASDAQ Official Closing Price (“NOCP”). If the NOCP is not available, such securities shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter securities which are not traded in the NASDAQ Global Market System shall be valued at the most recent sales price. Investments in open-end mutual funds are valued at their net asset value per share. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized in level 1 of the fair value hierarchy.

The Fund may invest without limitation in securities of foreign companies.  Foreign economies may differ from the U.S. economy and individual foreign companies may differ from domestic companies in the same industry. Foreign companies or entities are frequently not subject to accounting and financial reporting standards applicable to domestic companies, and there may be less information available about foreign issuers.  Securities of foreign issuers are generally less liquid and more volatile than those of comparable domestic issuers.  There is frequently less government regulation of broker-dealers and issuers than in the United States.  In addition, investments in foreign countries are subject to the possibility of expropriation, confiscatory taxation, political or social instability or diplomatic developments that could adversely affect the value of those investments.
 
Debt securities, such as corporate bonds, asset-backed securities, municipal bonds, and U.S. government agency issues are valued at market on the basis of valuations furnished by an independent pricing service which utilizes both dealer-supplied valuations and formula-based techniques.  The pricing service may consider recently executed transactions in securities of the issuer or comparable issuers, market price quotations (where observable), bond spreads, and fundamental data relating to the issuer.  In addition, the model may incorporate market observable data such as reported sales of similar securities, broker quotes, yields, bids, offers, and reference data.  Certain securities are valued principally using dealer quotations.  These securities will generally be classified in level 2 of the fair value hierarchy.
 
Options are valued using the composite pricing via the National Best Bid and Offer quotes. Composite pricing looks at the last trade on the exchange where the option is traded. If there are no trades for an option on a given business day, as of closing, the Fund will value the option at the mean of the highest bid price and lowest ask price across the exchanges where the option is traded. Options that are valued based on quoted prices from the exchange are categorized in level 1 of the fair value hierarchy. Options that are valued at the mean of the highest bid price and lowest asked price are categorized in level 2.
 
Total return swap contracts are valued based on the valuation furnished by the independent pricing service and are generally classified in level 2.
 
Short-term debt securities, including those securities having a maturity of 60 days or less, are valued at the evaluated mean between the bid and asked prices.  To the extent the inputs are observable and timely, these securities would be classified in level 2 of the fair value hierarchy.

The Board of Trustees (“Board”) has delegated day-to-day valuation issues to a Valuation Committee of Advisors Series Trust which is comprised of representatives from U.S. Bancorp Fund Services, LLC, the Fund’s administrator.  The function of the Valuation Committee is to value securities where current and reliable market quotations are not readily available or the closing price does not represent fair value by following procedures approved by the Board.  These procedures consider many factors, including the type of security, size of holding, trading volume and news events.  All actions taken by the Valuation Committee are subsequently reviewed and ratified by the Board.

Depending on the relative significance of the valuation inputs, fair valued securities may be classified in either level 2 or level 3 of the fair value hierarchy.

The Fund has adopted authoritative fair value accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value.  These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value, a discussion in changes in valuation techniques and related inputs during the period and expanded disclosure of valuation levels for majority security types.  These inputs are summarized in the three broad levels listed below:

·
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 inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.  The following is a summary of the inputs used to value the Fund’s securities as of March 31, 2019:

   
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets:
                       
Common Stocks
                       
  Accommodation and
    Food Services
 
$
3,492,693
   
$
-
   
$
-
   
$
3,492,693
 
  Finance and Insurance
   
34,679,771
     
-
     
-
     
34,679,771
 
  Information
   
21,097,390
     
-
     
-
     
21,097,390
 
  Manufacturing
   
37,618,467
     
-
     
-
     
37,618,467
 
  Mining, Quarrying, and Oil
    and Gas Extraction
   
4,569,461
     
-
     
-
     
4,569,461
 
  Transportation and
    Warehousing
   
403,777
     
-
     
-
     
403,777
 
  Wholesale Trade
   
555,256
     
-
     
-
     
555,256
 
Total Common Stocks
   
102,416,815
     
-
     
-
     
102,416,815
 
Purchased Options
                               
  Call Options
   
3,636
     
-
     
-
     
3,636
 
  Put Options
   
20,439
     
-
     
-
     
20,439
 
Total Purchased Options
   
24,075
     
-
     
-
     
24,075
 
REITS
   
404,082
     
-
     
-
     
404,082
 
Money Market
   Deposit Accounts
   
64,720,776
     
-
     
-
     
64,720,776
 
Total Investments in Securities
 
$
167,565,748
   
$
-
   
$
-
   
$
167,565,748
 
 
Liabilities:
                               
Securities Sold Short
 
$
55,531,300
   
$
-
   
$
-
   
$
55,531,300
 
Written Put Options
 
$
95,797
   
$
-
   
$
-
   
$
95,797
 

Refer to the Fund’s schedule of investments for a detailed break-out of securities by industry classification. Transfers between levels are recognized at March 31, 2019, the end of the reporting period.  During the period ended March 31, 2019, the Fund recognized no transfers between levels.

Note 2 – Derivative Transactions

The Fund has adopted the financial accounting reporting rules as required by the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Fund is required to include enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.

The Fund may utilize options for hedging purposes as well as direct investment. Some options strategies, including buying puts, tend to hedge the Fund’s investments against price fluctuations. Other strategies, such as writing puts and calls and buying calls, tend to increase market exposure. Options contracts may be combined with each other in order to adjust the risk and return characteristics of the Fund’s overall strategy in a manner deemed appropriate to the Advisor and consistent with the Fund’s investment objective and policies.

When a call or put option is written, an amount equal to the premium received is recorded as a liability. The liability is marked-to-market daily to reflect the current fair value of the written option. When a written option expires, a gain is realized in the amount of the premium originally received. If a closing purchase contract is entered into, a gain or loss is realized in the amount of the original premium less the cost of the closing transaction. If a written call option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are increased by the premium originally received. If a written put option is exercised, the amount of the premium originally received reduces the cost of the security which is purchased upon the exercise of the option.

With options, there is minimal counterparty credit risk to the Fund since the options are covered or secured, which means that the Fund will own the underlying security or, to the extent it does not hold the security, will maintain a segregated account with the Fund’s custodian consisting of cash or high-grade securities equal to the market value of the option, marked to market daily.  In lieu of maintaining cash or high-grade securities in a segregated account, the Fund may earmark cash or high-grade securities on the Fund’s records or hold offsetting positions.

Options purchased are recorded as investments and marked-to-market daily to reflect the current fair value of the option contract. If an option purchased expires, a loss is realized in the amount of the cost of the option contract. If a closing transaction is entered into, a gain or loss is realized to the extent that the proceeds from the sale are greater or less than the cost of the option. If a purchase put option is exercised, a gain or loss is realized from the sale of the underlying security by adjusting the proceeds from such sale by the amount of the premium originally paid. If a purchased call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.

The Fund may enter into total return swap agreements.  A total return swap entered into by the Fund is a derivative contract that transfers the market risk of underlying assets.  The notional amount of each total return swap agreement is the agreed upon amount or value of the index used for calculating the returns that the parties to a swap agreement have agreed to exchange.  The total return swaps are marked-to- market daily and any change is recorded in unrealized gains/(loss) on the statement of operations.  A gain or loss will be realized when the total return swap contracts are liquidated and will be presented as net realized gain or loss on swap contracts on the statement of operations.

The Fund may invest in total return swaps to obtain exposure to the underlying referenced instrument, obtain leverage or attain the returns from ownership without actually owning the underlying position.  Total return swaps are two-party contracts that generally obligate one party to pay the positive return and the other party to pay the negative return on a specified reference security, security index or index component during the period of the swap.  Total return swap contracts are marked-to-market daily based on the value of the underlying reference entity and the change, if any, is recorded as an unrealized gain or loss.  Total return swaps normally do not involve the delivery of securities or other underlying assets.  If the counterparty to a total return swaps defaults, the Fund’s risk of loss consists of the net amount of payments that the Fund is contractually entitled to receive, if any.  Total return swaps are derivatives and their value can be volatile.  To the extent that an advisor does not accurately analyze and predict future market trends, the values of assets or economic factors, the Fund may suffer a loss, which may exceed the related amounts shown in the statement of assets and liabilities.  Periodic payments received or paid by the Fund are recorded as realized gains or losses.  Total return swap contracts outstanding at period end are listed after the Fund’s schedule of investments.

Average Balance Information

The average monthly quantities and notional values of purchased and written options during the period ended March 31, 2019 were as follows:
 

 
 Monthly Average
 Monthly Average
 
 Quantity
 Notional Value
 
 
 
 Purchased Option Contracts
 555
 $3,882,787
 Written Option Contracts
 656
 $4,333,053
    
                    
The Fund did not hold any total return swaps during the period ended March 31, 2019.

Item 2. Controls and Procedures.
 
(a)
The Registrant’s President/Chief Executive Officer/Principal Executive Officer and Vice President/Treasurer/Principal Financial Officer 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 the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 13a-15(b) or Rule 15d‑15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(d)).

(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 Registrant's last fiscal quarter that has materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.
 
Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the 1940 Act (17 CFR 270.30a-2(a)).  Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


(Registrant)  Advisors Series Trust                                                                                                                        


By (Signature and Title)* /s/ Jeffrey T. Rauman                                                                                                   
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date  5/28/19                                                                                                                                                         


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/ Jeffrey T. Rauman                                                                                                   
Jeffrey T. Rauman, President/Chief Executive
Officer/Principal Executive Officer

Date  5/28/19                                                                                                                                                         


By (Signature and Title)* /s/ Cheryl L. King                                                                                                        
   Cheryl L. King, Vice President/Treasurer/Principal
   Financial Officer

Date  5/28/19                                                                                                                                                         


* Print the name and title of each signing officer under his or her signature.