N-CSRS 1 psgncsrs.htm N-CSRS Filing

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: 811-22657


PSG CAPITAL MANAGEMENT TRUST

(Exact Name of Registrant as Specified in Charter)


8161 Maple Lawn Boulevard

Suite 400

Maple Lawn, MD  20759

(Address of Principal Executive Offices)(Zip Code)


Paracorp Incorporated

2140 S. Dupont Highway

Camden, DE  19934

(Name and Address of Agent for Service)


With copy to:

JoAnn M. Strasser, Thompson Hine LLP

41 S. High Street, Suite 1700

Columbus, Ohio  43215


Registrant's telephone number, including area code: (301) 543-6000


Date of fiscal year end: March 31st


Date of reporting period: September 30, 2017


Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may use the information provided on Form N-CSRS in its regulatory, disclosure review, inspection and policymaking roles.


A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.


Item 1.  Reports to Stockholders.



 








[psgsemi001.jpg]




PSG TACTICAL GROWTH FUND



SEMI-ANNUAL REPORT



September 30, 2017


(Unaudited)
















PSG TACTICAL GROWTH FUND


PERFORMANCE ILLUSTRATION

SEPTEMBER 30, 2017 (UNAUDITED)



AVERAGE ANNUALIZED TOTAL RETURNS AS OF 09/30/2017


 

Six Months

1 Year

5 Year

Since Inception *

Ending Value

PSG Tactical Growth Fund

1.24%

5.53%

0.05%

0.21%

$      10,114

HFRX Absolute Return Index

2.59%

2.90%

2.33%

2.10%

$      11,190


[psgsemi003.gif]


* Date of commencement of investment operations (May 1, 2012).


This chart assumes an initial investment of $10,000 made on 5/1/2012 (commencement of investment operations).  Total return is based on the net change in NAV and assumes reinvestment of all dividends and other distributions. Performance figures represent past performance which is not predictive of future performance.   Investment return and principal value will fluctuate so that your shares, when redeemed, may be worth more or less than their original cost.


The HFRX Absolute Return Index is designed to be representative of the overall composition of the hedge fund universe. It is comprised of all eligible hedge fund strategies; including but not limited to convertible arbitrage, distressed securities, equity hedge, equity market neutral, event driven, macro, merger arbitrage, and relative value arbitrage. As a component of the optimization process, the index selects constituents which characteristically exhibit lower volatilities and lower correlations to standard directional benchmarks of equity market and hedge fund industry performance.


The returns shown do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.


Current performance may be lower or higher than the performance data quoted.  To obtain performance data current to the most recent month end, please call (855)-866-9825.



1


PSG TACTICAL GROWTH FUND


GRAPHICAL ILLUSTRATION

SEPTEMBER 30, 2017 (UNAUDITED)



The following chart gives a visual breakdown of the Fund.  The classifications below are represented as a percentage of the schedule of investments.


[psgsemi005.gif]


Per the fee table in the August 1, 2017 prospectus, the Fund’s total annual operating expense ratio was 2.80%.  Updated information on the Fund’s expense ratio is available in the Financial Highlights.


Categorizations above are made using Morningstar® classifications.


Portfolio composition is subject to change.  


Excludes securities sold short and written options.









2


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2017 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

COMMON STOCKS - 44.82%

 

 

 

 

 

Banks - 0.50%

 

6,518

 

Sberbank Pjsc ADR

$        93,012

 

 

 

 

Cable & Other Pay Television Services - 2.69%

 

12,345

 

Twenty-First Century Fox, Inc. Class B

318,378

4,385

 

SoftBank Corp. ADR *

178,294

 

 

 

496,672

Computer Communications Equipment - 0.96%

 

5,258

 

Cisco Systems, Inc.

176,827

 

 

 

 

Crude Petroleum & Natural Gas - 0.71%

 

119

 

California Resources Corp. *

1,245

2,413

 

Total SA ADR

129,144

 

 

 

130,389

Electric Services - 1.14%

 

11,239

 

Vistra Energy Corp. *

210,057

 

 

 

 

Electronic & Other Electrical Equipment (No Computer Equipment) - 1.31%

 

10,007

 

General Electric Co.

241,969

 

 

 

 

Electronic Computers - 1.72%

 

2,062

 

Apple, Inc. (a) (b)

317,795

 

 

 

 

Fire, Marine & Casualty Insurance - 5.67%

 

529

 

Alleghany Corp. (b) *

293,071

5,698

 

American International Group, Inc.

349,800

401

 

Fairfax Financial Holdings Ltd. (Canada) *

208,119

4,087

 

Loews Corp.

195,604

 

 

 

1,046,594

Food & Kindred Products - 1.92%

 

8,743

 

Mondelez International, Inc.

355,490

 

 

 

 

Gold & Silver Ores - 1.40%

 

13,834

 

IAMGOLD Corp. (Canada) *

84,387

12,180

 

First Majestic Silver Corp. *

83,311

2,438

 

Newmont Mining Corp.

91,449

 

 

 

259,147


* Represents non-income producing security.

(a) Subject to written option contracts.

(b) All or a portion of this security is held as collateral for securities sold short. Total value of collateral for securities sold short is $1,664,776.

ADR - American Depositary Receipt

The accompanying notes are an integral part of these financial statements.



3


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)






 Shares/Principal

Value

 

 

Insurance Agents, Brokers & Services - 1.69%

 

292

 

Markel Corp. *

$      311,850

 

 

 

 

Meat Packing Plants - 1.77%

 

12,951

 

Leucadia National Corp.

327,013

 

 

 

 

Motor Vehicles & Passenger Car Bodies - 2.64%

 

1,323

 

Honeywell International, Inc.

187,522

7,424

 

General Motor Co. (b)

299,781

 

 

 

487,303

National Commercial Banks - 4.46%

 

9,487

 

Bank of America Corp.

240,401

5,350

 

Citigroup, Inc. (b)

389,159

3,523

 

Wells Fargo & Co.

194,293

 

 

 

823,853

Petroleum Refining - 4.43%

 

9,497

 

BP Plc. ADR (b)

364,970

9,179

 

PBF Energy, Inc. (a)

253,432

2,176

 

Phillips 66

199,343

 

 

 

817,745

Pharmaceutical Preparations - 3.66%

 

2,390

 

Allergan Plc. (Ireland) (a)

489,831

5,913

 

Mylan N.V. (United Kingdom) *

185,491

 

 

 

675,322

Plastic Materials, Synthetic Resins & Nonvulcan Elastomers - 1.02%

 

2,710

 

DowDuPont, Inc.

187,613

 

 

 

 

Radio & TV Broadcasting & Communications Equipment - 0.45%

 

1,622

 

QUALCOMM, Inc. (a)

84,085

 

 

 

 

Retail-Auto Dealers & Gasoline Stations - 1.05%

 

2,566

 

CarMax, Inc. * (a)

194,528

 

 

 

 

Semiconductors & Related Devices - 0.43%

 

700

 

NXP Semiconductors N.V. (Netherlands) *

79,163

 

 

 

 

Services-Business Services, Nec - 1.65%

 

908

 

Alliance Data Systems Corp.

201,167

5,377

 

The Western Union Co.

103,238

 

 

 

304,405

* Represents non-income producing security.

(a) Subject to written option contracts.

(b) All or a portion of this security is held as collateral for securities sold short. Total value of collateral for securities sold short is $1,664,776.

ADR - American Depositary Receipt

The accompanying notes are an integral part of these financial statements.



4


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)






 Shares/Principal

Value

 

 

Services-Computer Processing & Data Preparation - 1.39%

 

4,715

 

Sohu.com, Inc. (China) *

$      256,732

 

 

 

 

Surgical & Medical Instruments & Apparatus - 1.31%

 

3,856

 

Baxter International, Inc. (a)

241,964

 

 

 

 

Telephone Communications (No Radio Telephone) - 0.85%

 

8,280

 

CenturyLink, Inc.

156,492

 

 

 

 

TOTAL COMMON STOCKS (Cost $6,904,127) - 44.82%

8,276,020

 

 

 

 

CLOSED-END MUTUAL FUNDS - 6.45%

 

6,805

 

AllianceBernstein Global High Income Fund

88,805

7,801

 

Avenue Income Credit Strategies

115,065

7,863

 

BlackRock Corporate High Yield Fund, Inc.

88,852

4,864

 

BlackRock Multi-Sector Income

90,957

12,542

 

Eaton Vance Limited Duration Income Fund

175,964

4,034

 

John Hancock Preferred Income Fund II

88,385

8,476

 

Nuveen Preferred Income Opportunities Fund

89,591

7,946

 

PIMCO Dynamic Credit and Mortgage Fund, Inc.

183,235

2,948

 

PIMCO Dynamic Income Fund

90,975

16,690

 

PIMCO Income Strategy Fund II *

178,583

TOTAL CLOSED-END MUTUAL FUNDS (Cost $1,006,043) - 6.45%

     1,190,412

 

 

 

 

CORPORATE BONDS - 2.27%

 

 

 

 

 

Bituminous Coal & Lignite Surface Mining - 0.68%

 

125,000

 

Consol Energy, Inc. 5.875%, 04/15/22

126,250

 

 

 

 

Crude Petroleum & Natural Gas - 0.25%

 

43,000

 

Chesapeake Energy Corp. 8.00%, 12/15/22

46,333

 

 

 

 

Radio Broadcasting Stations - 0.40%

 

50,000

 

iHeart Communications, Inc. 9.00%, 03/01/21

35,500

50,000

 

iHeart Communications, Inc. 9.00%, 12/15/19

37,750

 

 

 

73,250

Sovereigns - 0.94%

 

3,100,000

 

Mex Bonos Desarr Fix Rt 8.50%, 12/13/18

172,884

 

 

 

 

TOTAL CORPORATE BONDS (Cost $470,299) - 2.27%

        418,717


* Represents non-income producing security.

(a) Subject to written option contracts.

The accompanying notes are an integral part of these financial statements.



5


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)






 Shares/Principal

Value

 

 

 

 

EXCHANGE TRADED FUNDS - 20.05%

 

32,901

 

Alerian MLP ETF

$      369,149

4,882

 

iShares MSCI Brazil Capped

203,531

14,412

 

iShares MSCI Emerging Markets

645,802

3,417

 

iShares MSCI Emerging Markets Small-Cap

168,734

5,989

 

iShares MSCI Frontier 100

187,635

7,445

 

iShares MSCI Hong Kong

183,817

6,659

 

iShares MSCI India

218,748

1,613

 

iShares MSCI Japan Index

89,860

2,518

 

iShares MSCI Japan Small-Cap

186,785

3,329

 

iShares MSCI Mexico Capped

181,797

2,500

 

iShares MSCI Taiwan Capped *

90,250

8,362

 

Market Vectors Russia ETF *

186,389

9,464

 

Proshares Short QQQ *

361,052

4,419

 

SPDR Gold Shares *

537,262

1,687

 

WisdomTree Japan Hedged Equity Fund

92,279

TOTAL EXCHANGE TRADED FUNDS (Cost $3,403,881) - 20.05%

     3,703,090

 

 

 

 

EXCHANGE TRADED NOTE - 2.07%

 

2,100

 

JPMorgan Cushing 30 MLP Index ETN *

42,907

12,021

 

JPMorgan Alerian MLP ETN

339,233

TOTAL EXCHANGE TRADED NOTE (Cost $433,697) - 2.07%

        382,140

 

 

 

 

PREFERRED STOCKS - 8.96%

 

 

 

 

 

Electric Services - 0.28%

 

1,980

 

PPL Capital Funding, Inc., Series B, 5.90%, 4/30/73

50,906

 

 

 

 

Life Insurance - 0.47%

 

3,340

 

Aegon N.V., 6.375%, Perpetual

86,473

 

 

 

 

Limited Partnerships - 0.23%

 

1,780

 

NGL Energy Partners LP Series B 9.00%, Perpetual

43,325

 

 

 

 

National Commercial Banks - 3.38%

 

143

 

Bank of America Corp. 7.25%, Perpetual

186,110

1,764

 

BB&T Corp., 5.20%, 6/01/18

44,911

4,338

 

First Horizon National Corp. Series A, 6.20%, 4/10/18

109,751

137

 

Wells Fargo & Co. PFD, Series L, 7.50%, Perpetual

180,155

2,943

 

Wells Fargo & Co. PFD, Series J, 8.00%, Perpetual

75,047

1,050

 

Zions Bancorp PFD, Series G,  6.30%, 3/15/23

29,106

 

 

 

625,080


* Represents non-income producing security.

The accompanying notes are an integral part of these financial statements.



6


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)






 Shares/Principal

Value

 

 

Real Estate Investment Trusts - 4.60%

 

8,322

 

AGNC Investment Corp., 7.75%, 5/8/19

$      216,788

3,000

 

Annaly Capital Management, Inc., 7.625%, 8/27/17

76,440

3,315

 

Colony NorthStar, Inc. Series D, 8.50%, 4/10/18

85,561

18,292

 

Vereit, Inc., Series F, 6.70%, 1/3/19

470,653

 

 

 

849,442

 

 

 

 

TOTAL PREFERRED STOCKS (Cost $1,575,663) - 8.96%

     1,655,226

 

 

 

 

REAL ESTATE INVESTMENT TRUSTS - 2.70%

 

1,323

 

American Tower Corp.

180,828

8,620

 

Ashford Hospitality Prime, Inc.

81,890

12,607

 

Spirit Realty Capital, Inc.

108,042

15,450

 

Vereit, Inc.

128,081

TOTAL REAL ESTATE INVESTMENT TRUSTS (Cost $429,497) - 2.70%

        498,841

 

 

 

 

CALL OPTIONS - 0.00% *

 

 

 

 

 

 

 

Underlying Security

 

Contracts

 

   Expiration Date/Exercise Price

 

 

 

 

 

 

 

Alliance Data Systems Corp.

 

3,600

 

December 15, 2017 Call @ $280.00

450

 

 

 

 

 

 

Total Call Options (Premiums Paid $3,278) - 0.00%

               450

 

 

 

 

MONEY MARKET FUND - 12.18%

 

2,249,884

 

Fidelity Institutional Treasury Only Money Market Class I 0.95% **

2,249,884

TOTAL MONEY MARKET FUND (Cost $2,249,884) - 12.18%

     2,249,884

 

 

 

 

TOTAL INVESTMENTS IN SECURITIES (Cost $16,476,369) - 99.50%

$ 18,374,780

 

 

 

 

LIABILITIES IN EXCESS OF OTHER ASSETS  - 0.50%

          92,454

 

 

 

 

NET ASSETS - 100.00%

$ 18,467,234


* Represents non-income producing security.

** Variable Rate Security, the coupon rate shown represents the annualized yield that was in effect at September 30, 2017.

The accompanying notes are an integral part of these financial statements.




7


PSG TACTICAL GROWTH FUND


SCHEDULE OF INVESTMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)





As of September 30, 2017, the diversification of countries was as follows:

 

 

 

 

 

 

 

Country

Percentage of Net Assets

 

 

 

 

 

 

Canada

1.59%

 

 

China

1.39%

 

 

Ireland

2.65%

 

 

United Kingdom

1.00%

 

 

United States

92.87%

 

 

 

99.50%















The accompanying notes are an integral part of these financial statements.



8


PSG TACTICAL GROWTH FUND


SCHEDULE OF OPTIONS WRITTEN

SEPTEMBER 30, 2017 (UNAUDITED)






CALL OPTIONS WRITTEN *

 

 

 

 

 

Underlying Security

 

Contracts

Expiration Date/Exercise Price

Value

 

 

 

 

Allergan Plc. (Ireland)

 

700

January 19, 2018 Call @ $280.00

$           238

 

 

 

 

Apple, Inc.

 

900

October 20, 2017 Call @ $165.00

180

 

 

 

 

Baxter International, Inc.

 

1,900

November 17, 2017 Call @ $65.00

1,292

 

 

 

 

PBF Energy, Inc.

 

3,500

October 20, 2017 Call @ $26.00

7,910

 

 

 

 

CarMax, Inc.

 

1,200

January 19, 2018 Call @ $75.00

6,120

 

 

 

 

 

 

 

Total Call Options Written (Premiums Received $12,901)

$       15,740

 

 

 

PUT OPTIONS WRITTEN*

 

 

 

 

 

Underlying Security

 

Contracts

Expiration Date/Exercise Price

Value

 

 

 

 

QUALCOMM, Inc.

 

1,500

October 20, 2017 Put @ $50.00

420

 

 

 

 

 

 

 

Total Put Options Written (Premiums Received $1,904)

$           420

 

 

 

 

 

 

TOTAL WRITTEN OPTIONS (Premium Received $14,805)

$       16,160




* Represents non-income producing security.

The accompanying notes are an integral part of these financial statements.




9


PSG TACTICAL GROWTH FUND


SCHEDULE OF SECURITIES SOLD SHORT

SEPTEMBER 30, 2017 (UNAUDITED)






Shares

 

 

Value

 

 

 

 

COMMON STOCKS *

 

 

 

 

 

Motor Vehicles & Passenger Car Bodies

 

755

 

Tesla Motors, Inc.

$     257,530

 

 

 

 

Services-Business Services

 

1,027

 

Athenahealth, Inc.

127,718

887

 

Stamps.com, Inc.

179,751

 

 

 

307,469

Services-Prepackaged Software

 

6,286

 

Changyou.com Ltd. (China)

248,988

 

 

 

 

Telegraph & Other Message Communications

 

1,000

 

j2 Global, Inc.

73,880

 

 

 

 

TOTAL COMMON STOCKS (Proceeds $666,371)

887,867

 

 

 

 

EXCHANGE TRADED FUNDS *

 

2,601

 

iShares Russell 2000 Index

385,416

3,139

 

PowerShares QQQ

456,568

3,222

 

SPDR S&P 500

809,463

TOTAL EXCHANGE TRADED FUNDS (Proceeds $1,352,706)

1,651,447

 

 

 

 

EXCHANGE TRADED NOTE *

 

2,000

 

VelocityShares Daily Inverse VIX Short Term

195,080

TOTAL EXCHANGE TRADED NOTE (Cost $181,016)

       195,080

 

 

 

 

TOTAL SECURITIES SOLD SHORT (Proceeds $2,200,093)

$   2,734,394







* Represents non-income producing security.

The accompanying notes are an integral part of these financial statements.




10


PSG TACTICAL GROWTH FUND


STATEMENT OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2017 (UNAUDITED)






Assets:

 

 

    Investments in Securities, at Value (Cost $16,476,369)

$ 18,374,780

    Cash

 

51,148

    Deposit with Broker for Securities Sold Short and Options Written

2,785,016

    Receivables:

 

        Dividends and Interest

         44,249

        Portfolio Securities Sold

         44,482

    Prepaid Expenses

           4,483

            Total Assets

   21,304,158

Liabilities:

 

 

    Options Written, at Value (Premium Received $14,805)

16,160

    Securities Sold Short, at Value (Proceeds $2,200,093)

2,734,394

    Payables:

 

 

        Dividend and Interest Expense

6,514

        Advisory Fees (Note 4)

18,760

        Trustee Fees

900

        Accrued Expenses

         19,416

        Portfolio Securities Purchased

         40,780

            Total Liabilities

     2,836,924

Net Assets

 

$ 18,467,234

 

 

 

Net Assets Consist of:

 

    Paid In Capital

$ 19,256,933

    Undistributed Net Investment Income

       143,950

    Accumulated Net Realized Loss on Investments, Options Written and

         Securities Sold Short

(2,296,404)

    Net Unrealized Appreciation in Value of Investments, Options Written and

         Securities Sold Short

     1,362,755

Net Assets

 

$ 18,467,234

 

 

 

Shares Outstanding (Unlimited shares authorized with no par value)

1,877,955

 

 

 

Net Asset Value, Offering and Redemption Price Per Share

$           9.83



The accompanying notes are an integral part of these financial statements.



11


PSG TACTICAL GROWTH FUND


STATEMENT OF OPERATIONS

       FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2017 (UNAUDITED)






Investment Income:

 

 

       Dividends (net of foreign withholding taxes of $1,095)

$       248,321

       Interest

 

        37,962

            Total Investment Income

      286,283

 

 

 

Expenses:

 

 

       Advisory Fees (Note 4)

      111,254

       Transfer Agent & Accounting Fees

        15,799

       Distribution (12b-1) Fees (Note 4)

        13,350

       Registration Fees

          2,555

       Audit Fees

 

          8,272

       Insurance Fees

 

          2,900

       Miscellaneous Fees

          2,945

       Custodial Fees

 

          3,422

       Legal Fees

 

          7,020

       Trustee Fees (Note 4)

          4,011

       Printing and Mailing

          1,105

       Interest Expense

        15,093

       Dividend Expense

        13,106

            Total Expenses

      200,832

 

 

 

Net Investment Income

        85,451

 

 

 

Net Realized Gain/(Loss) on:

 

       Investments in Securities

        47,659

       Capital Gains from Underlying Investment Companies

                  -

       Options Written

 

          1,535

       Securities Sold Short

    (297,905)

            Net Realized Gain

    (248,711)

 

 

 

Net Change in Unrealized Appreciation/(Depreciation) on:

 

       Investments in Securities

      466,075

       Options Purchased

        (2,828)

       Options Written

 

             614

       Securities Sold Short

      (68,417)

            Net Change in Unrealized Appreciation

      395,444

 

 

 

Net Realized and Unrealized Gain on Investments

      146,733

 

 

 

Net Increase in Net Assets Resulting from Operations

$       232,184



The accompanying notes are an integral part of these financial statements.



12


PSG TACTICAL GROWTH FUND


STATEMENTS OF CHANGES IN NET ASSETS






 

 

(Unaudited)

 

 

 

Six Months

 

 

 

       Ended

Year Ended

 

 

9/30/2017

3/31/2017

Increase/(Decrease) in Net Assets From Operations:

 

 

    Net Investment Income

$         85,451

$       158,732

    Net Realized Gain (Loss)

(248,711)

           86,448

    Net Change in Unrealized Appreciation

         395,444

         875,777

Net Increase in Net Assets Resulting from Operations

         232,184

      1,120,957

 

 

 

 

Distributions to Shareholders From:

 

 

    Net Investment Income

                  -

        (95,381)

    Total Distributions

                  -

        (95,381)

 

 

 

 

Capital Share Transactions (Note 5)

      1,068,916

      (364,384)

 

 

 

 

Total Increase in Net Assets

      1,301,100

         661,192

 

 

 

 

Net Assets:

 

 

 

Beginning of Period

    17,166,134

    16,504,942

 

 

 

 

End of Period (including undistributed/distributions in excess of

    net investment income of $143,950 and $58,499, respectively).

$  18,467,234

$  17,166,134







The accompanying notes are an integral part of these financial statements.



13


PSG TACTICAL GROWTH FUND


FINANCIAL HIGHLIGHTS

Selected data for a share outstanding throughout the period.






 

 

(Unaudited)

Six Months

Ended

9/30/2017

 

 

 

 

 

 

Period Ended (a)

3/31/2013

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

 

3/31/2017

3/31/2016

3/31/2015

3/31/2014

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at Beginning of Period

$      9.71

 

$     9.13

$     10.74

$  11.00

$ 10.22

 

$    10.00

 

 

 

 

 

 

 

 

 

 

Income From Investment Operations:

 

 

 

 

 

 

 

 

  Net Investment Income (Loss) *

        0.05

 

       0.09

        0.07

      0.06

     0.12

 

     (0.05)

  Net Realized and Unrealized Gain

        (Loss) on Investments

        0.07

 

        0.55

      (1.60)

     (0.18)

       0.66

 

        0.27

     Total from Investment Operations

        0.12

 

       0.64

     (1.53)

   (0.12)

     0.78

 

        0.22

 

 

 

 

 

 

 

 

 

 

Distributions from:

 

 

 

 

 

 

 

 

  Net Investment Income

             -

 

    (0.06)

     (0.08)

   (0.14)

           -

 

             -

  Net Realized Gains

             -

 

            -

            -

        - †

           -

 

             -

     Total Distributions

             -

 

    (0.06)

     (0.08)

   (0.14)

           -

 

             -

 

 

 

 

 

 

 

 

 

 

Redemption Fees

          - †

 

            -

            -

           -

           -

 

          - †

 

 

 

 

 

 

 

 

 

 

Net Asset Value, at End of Period

$      9.83

 

$     9.71

$       9.13

$  10.74

$ 11.00

 

$    10.22

 

 

 

 

 

 

 

 

 

 

Total Return **

1.24%(b)

 

6.98%

 (14.24)%

  (1.02)%

7.63%

 

2.20%(b)

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

  Net Assets at End of Period (Thousands)

$  18,467

 

$ 17,166

$   16,505

$  24,330

$ 21,176

 

$  16,900

  Before Waiver/Recoupment

 

 

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets (d)

2.26%(c)

 

2.48%

2.31%

2.17%

2.46%

 

2.28%(c)

    Ratio of Expenses to Average Net  Assets,

          Excluding Interest and Dividends on

               Securities Sold Short (d)

1.94%(c)

 

1.90%

2.00%

1.84%

1.95%

 

2.14%(c)

    Ratio of Dividend Expense and Interest

           Expense on Securities Sold Short to

                Average Net Assets (d)

0.32%(c)

 

0.58%

0.31%

0.33%

0.51%

 

0.14%(c)

    Ratio of Net Investment Income

       (Loss) to Average Net Assets (d)(e)

0.96%(c)

 

0.97%

0.75%

0.57%

1.22%

 

 (0.74)%(c)

  After Waiver/Recoupment

 

 

 

 

 

 

 

 

    Ratio of Expenses to Average Net Assets (d)

2.26%(c)

 

2.48%

2.31%

2.20%

2.51%

 

2.14%(c)

    Ratio of Expenses to Average Net Assets,

          Excluding Interest and Dividends on

                Securities Sold Short (d)

1.94%(c)

 

1.90%

2.00%

1.87%

2.00%

 

2.00%(c)

    Ratio of Net Investment Income

        (Loss) to Average Net Assets (d)(e)

0.96%(c)

 

0.97%

0.75%

0.54%

1.17%

 

  (0.60)%(c)

  Portfolio Turnover

47.38%(b)

 

120.31%

114.96%

93.36%

52.58%

 

41.58%(b)


(a) For the period May 1, 2012 (commencement of investment operations) through March 31, 2013.

(b) Not Annualized

(c) Annualized

(d) Does not include expenses of the underlying investment companies in which the Fund invests.

(e) Recognition of net investment income (loss) is affected by the timing and declaration of dividends by the underlying investment companies in which the Fund invests.

* Per share net investment income (loss) has been determined on the basis of average shares method.

** Total Return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of all Fund distributions, if any. Had the Advisor not waived its fees and reimbursed expenses, total return would have been lower.

† Amount calculated is less than $0.005.

The accompanying notes are an integral part of these financial statements.



14


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 (UNAUDITED)



NOTE 1. ORGANIZATION


The PSG Capital Management Trust (the “Trust”) is an open-end management investment company, registered under the Investment Company Act of 1940, as amended, and organized on December 21, 2011, as a Delaware statutory trust.  The Trust currently consists of one series of units of beneficial interest (“shares”), the PSG Tactical Growth Fund (the “Fund”).  The Fund commenced investment operations on May 1, 2012.  The Board of Trustees may classify and reclassify the shares of the Fund into one or more classes of shares at a future date. The Fund is a non-diversified fund. The investment advisor to the Fund is PSG Investment Advisors, LLC (the "Advisor").


The Fund seeks total return from income and capital appreciation with an emphasis on absolute return.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the U.S. (“GAAP”). The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standard Codification Topic 946 “Financial Services – Investment Companies” including FASB Accounting Standard Update ASU 2013-08.


CASH: The Fund maintains its cash in an account at its custodian bank which, at times, may exceed federally insured limits. The Fund has not experienced any losses in such account and believes it is not exposed to any significant credit risk on its cash deposits. A portion of cash is segregated as collateral for securities sold short and is included in "Deposit with Broker for Securities Sold Short and Options Written" on the Statement of Assets and Liabilities.


SECURITY VALUATION: The Fund’s securities are valued at current market prices.  Investments in securities traded on a principal exchange (U.S. or foreign) and on the NASDAQ National Market System are generally valued by the pricing service at the last quoted sale price on the exchange on which the securities are traded as of the close of business on the day the securities are being valued. Lacking any sales, investments are generally valued by the pricing service at their last bid price.  Securities for which market values are not readily available, or for which the Advisor believes the market value is unreliable (including, for example, certain foreign securities, thinly-traded securities, or when there is a particular event that may affect the value of a security), such securities are valued as determined in good faith by the Advisor at their fair values pursuant to guidelines established by the Board of Trustees, and under the ultimate oversight of the Board of Trustees.  Short-term fixed income securities with remaining maturities of 60 days or less and of sufficient credit quality, are valued at amortized cost.



15


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



For options and futures contracts, under normal circumstances, closing bid and ask option quotations are considered to be reflective of the option contract values as of the close of the regular session of trading on the New York Stock Exchange (the “stock market close”), and will be used to determine fair value of the contracts.  Options and futures contracts listed for trading on a securities exchange (whether domestic or foreign and, for purposes of these procedures, including the NASDAQ) or board of trade for which market quotations are readily available shall be valued:

(i)

at the last quoted sales price or, in the absence of a sale

(ii)

at the mean of the last bid and asked prices.


In accordance with the Trust’s good faith pricing guidelines, the Advisor is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above. There is no single standard for determining fair value, since fair value depends upon the circumstances of each individual case.  As a general principle, the current fair value of securities being valued by the Advisor would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale.  Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.


SHARE VALUATION:  The Fund’s net asset value (“NAV”) is calculated once daily at the close of regular trading hours on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m. Eastern time) on each day the NYSE is open. The NAV is determined by totaling the value of all portfolio securities, cash and other assets held by the Fund, and subtracting from that total all liabilities, including accrued expenses.  The total NAV is divided by the total number of shares outstanding to determine the NAV of each share.


SECURITY TRANSACTIONS: Investment transactions are accounted for on the trade date. Dividend income and distributions to shareholders are recognized on the ex-dividend date.  Non cash dividend income is recorded at the fair market value of securities received. Interest income is recognized on an accrual basis.  The Fund uses the specific identification method in computing gain or loss on sale of investment securities.  Discounts and premiums on securities purchased are accreted and amortized over the life of the respective securities.


SHORT SALES: The Fund may sell a security it does not own in anticipation of a decline in the fair value of that security. When the Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. A gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, will be recognized upon the termination of a short sale. The Fund is liable for any dividends or interest payable on securities while those securities are in a short position. Such amounts are recorded on the ex-dividend date as a dividend or interest expense.



16


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



OPTION WRITING: When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.


FEDERAL INCOME TAXES: The Fund's policy is to continue to comply with the requirements of the Internal Revenue Code that are applicable to regulated investment companies and to distribute all of its taxable income to shareholders.  Therefore, no federal income tax provision is required.  It is the Fund’s policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Code.  This Internal Revenue Code requirement may cause an excess of distributions over the book year-end accumulated income.  In addition, it is the Fund’s policy to distribute annually, after the end of the fiscal year, any remaining net investment income and net realized capital gains.


The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has analyzed the Fund’s tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded, related to uncertain tax positions taken in open tax years (2014 - 2016) or expected to be taken in the Fund’s 2017 tax returns. The Fund identifies its major tax jurisdictions as U.S. Federal and certain State tax authorities; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months.


The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the six months ended September 30, 2017, the Fund did not incur any interest or penalties.


DISTRIBUTIONS TO SHAREHOLDERS: The Fund intends to distribute to its shareholders substantially all of its net realized capital gains and net investment income, if any, at year-end. Distributions will be recorded on the ex-dividend date.  Distributions to shareholders are determined in accordance with income tax regulations. The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for Federal income taxes purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for Federal income tax purposes. Where such differences are



17


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for Federal income tax purposes.  Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund.


USE OF ESTIMATES: The preparation of financial statements in conformity with 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.  Actual results could differ from those estimates.


NOTE 3. SECURITY VALUATIONS


In accordance with GAAP, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.  GAAP also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-tier hierarchy of inputs is summarized below.


 

Level 1 – quoted prices in active markets for identical investments

 

Level 2 – other significant observable inputs, including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.

 

Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the 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.


The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of September 30, 2017:


Investments in Securities

Level 1

Level 2

Level 3

Total

  (Assets)

 

 

 

 

    Common Stocks

$   8,276,020

$            -

 $           -

$  8,276,020

    Closed-End Mutual Funds

1,190,412

-

-

1,190,412

    Corporate Bonds

-

418,717

-

418,717

    Exchange Traded Funds

3,703,090

-

-

3,703,090

    Exchange Traded Note

382,140

-

-

382,140

    Preferred Stocks

1,655,226

-

-

1,655,226

    Real Estate Investment Trusts

498,841

-

-

498,841

    Call Option

450

 

 

450

    Money Market Fund

2,249,884

-

-

2,249,884

            Total

$ 17,956,063

$418,717

 $           -

$18,374,780




18


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)




Investments in Securities Sold Short and Options Written

Level 1

Level 2

Level 3

Total

  (Liabilities)

 

 

 

 

    Common Stocks

$   (887,867)

 $           -

 $            -

$   (887,867)

    Exchange Traded Funds

(1,651,447)

-

-

(1,651,447)

    Exchange Traded Note

(195,080)

-

-

(195,080)

    Options Written

(16,160)

-

-

(16,160)

            Total

$(2,750,554)

 $           -

 $            -

$(2,750,554)


Refer to the Fund’s Schedule of Investments for a listing of securities by security type and industry.  


The Fund did not hold any Level 3 assets or liabilities during the six months ended September 30, 2017. There were no transfers into or out of Level 1 and 2 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1 and Level 2 at the end of the reporting period.


The following table presents the Fund’s assets and liabilities available for offset under a master netting arrangement net of collateral pledged as of September 30, 2017.


Liabilities:

 

Gross Amounts of Assets Presented in the Statement of Assets & Liabilities

 

Description

Gross Amounts of Recognized Liabilities (1)

Financial

Instruments Pledged

Cash

Collateral Pledged

Net Amount

Options Written

$       16,160

$      16,160 (2)

$               -

$        -

Securities Sold Short

2,734,394

1,664,776

1,069,618 (2)

-

Total

$ 2,750,554

$ 1,680,936

$1,069,618

$        -


(1) Written options and Securities Sold Short at value as presented in the Schedule of Investments

(2) The amount is limited to the derivative liability balance and, accordingly, does not include excess collateral pledge.


NOTE 4. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES


INVESTMENT ADVISOR: The Advisor serves as investment advisor to the Fund pursuant to a management agreement with the Trust (the “Agreement”).  Subject to the authority of the Board, the Advisor is responsible for management of the Fund's investment portfolio.  The Advisor is responsible for selecting the Fund's investments according to the Fund's investment objective, policies and restrictions and as compensation for its management services, the Fund is obligated to pay the Advisor a fee



19


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



computed and accrued daily and paid monthly in arrears at an annual rate of 1.25% of the average daily net assets of the Fund during the term of the Agreement. For the six months ended September 30, 2017, the Fund incurred advisory fees of $111,254.  As of September 30, 2017, the Fund owed the Advisor $18,760, an amount which consisted of accrued but unpaid investment advisory fees.


The Advisor has contractually agreed to waive management fees and/or reimburse expenses to limit Fund expenses, until July 31, 2018, so that the total annual operating expenses (exclusive of any taxes, borrowing costs (such as interest and dividend expenses on securities sold short), brokerage fees and commissions, indirect expenses such as acquired fund fees and expenses, or extraordinary expenses such as litigation or expenses in connection with a merger or reorganization) of the Fund do not exceed 2.00% of average daily net assets.  These fee waivers and expense reimbursements are subject to possible recoupment to disclose amounts and when they expire from the Fund in future years on a rolling three-year basis (within the three years after the fees have been waived or reimbursed) if such recoupment can be achieved within the foregoing expense limit.  This agreement may be terminated only by the Board of Trustees, on 60 days written notice to the Advisor.  As of September 30, 2017, there were no fee waivers or expense reimbursements that could potentially be recouped in future periods.


UNDERWRITER FEES: Arbor Court Capital, LLC (the "Underwriter") acts as the Fund's principal underwriter in a continuous offering of the Fund's shares. The Underwriter is an affiliate of Mutual Shareholder Services (“MSS”). For the six months ended September 30, 2017, the Fund did not pay a fee to the Underwriter for distribution fees pursuant to the Rule 12b-1 Plan described below.


TRUSTEE FEES: The Fund pays a total annual fee of $4,000 to each Trustee who is not affiliated with the Trust or Advisor. Representatives of the Advisor serve as interested trustees and officers of the Trust, and they are not paid by the Trust or the Fund for these efforts.


DISTRIBUTION FEES: The Fund has adopted a Rule 12b-1 plan (the "Plan") which allows it to pay distribution and other fees for the sale and distribution of its shares and for services provided to shareholders.  The maximum level of distribution expenses is 0.25% per year of the Fund’s average daily net assets. The Board has authorized an accrual of 0.15% of the Fund’s average daily net assets.


Under the Plan, the Trust may engage in any activities related to the distribution of Fund shares, including without limitation the following: (a) payments, including incentive compensation, to securities dealers or other financial intermediaries, financial institutions, investment advisers and others that are engaged in the sale of shares of the Fund, or that may be advising shareholders of the Trust regarding the purchase, sale or retention of shares of the Fund; (b) expenses of maintaining personnel (including personnel of organizations with which the Trust has entered into agreements related to this Plan) who engage in or support distribution of shares of the Fund; (c) costs of preparing, printing and distributing prospectuses and statements of additional information and reports of the



20


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



Fund for recipients other than existing shareholders of the Fund; (d) costs of formulating and implementing marketing and promotional activities, including, but not limited to, sales seminars, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) costs of preparing, printing and distributing sales literature; (f) costs of obtaining such information, analyses and reports with respect to marketing and promotional activities as the Trust may, from time to time, deem advisable; and (g) costs of implementing and operating this Plan.


The Plan has been approved by the Trust's Board of Trustees, including a majority of the Trustees who are not "interested persons" of the Trust and who have no direct or indirect financial interest in the Plan or any related agreement, by a vote cast in person. Continuation of the Plan and the related agreements must be approved by the Trustees annually, in the same manner, and the Plan or any related agreement may be terminated at any time without penalty by a majority of such independent Trustees or by a majority of the outstanding shares of the Fund.  Any amendment increasing the maximum percentage payable under the Plan or other material change must be approved by a majority of the outstanding shares of the Fund, and all other material amendments to the Plan or any related agreement must be approved by a majority of the Independent Trustees. For the six months ended September 30, 2017, the Fund incurred distribution fees of $13,350.


NOTE 5. BENEFICIAL INTEREST TRANSACTIONS


The Trust is authorized to issue an unlimited number of shares of beneficial interest.


Transactions in shares of beneficial interest were as follows:


 

For the Six Months Ended

September 30, 2017

For the Year Ended

March 31, 2017

 

Shares

Capital

Shares

Capital

Shares sold

215,834

$   2,102,319

387,061

$  3,637,946

Shares reinvested

-

-

8,813

82,489

Shares redeemed

  (106,384)

  (1,033,403)

  (435,833)

 (4,084,819)

Net Increase (Decrease)

     109,450

$   1,068,916

    (39,959)

$  (364,384)




21


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



NOTE 6. OPTIONS


Transactions in written options during the six months ended September 30, 2017, were as follows:

 

Number of

 

Premiums

 

Contracts

 

Received

Options outstanding at March 31, 2017

20

 

$      5,423

Options written

130

 

23,731

Options exercised

(20)

 

(2,119)

Options expired

(12)

 

(3,848)

Options terminated in closing purchase transaction

        (21)

 

      (8,382)

Options outstanding at September 30, 2017

           97

 

$     14,805


All derivatives held during the six months contained equity risk exposure. The location on the Statement of Assets and Liabilities of the Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:


Financial Investment Type

Location

Value

 

 

 

Options Written

Options Written, at Value

$ (16,160)

Options Purchased

Options Purchased, at Value

$        450


Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended September 30, 2017, by the Fund are recorded in the following locations in the Statement of Operations:


Financial Investment Type



Location


Realized Gain/(Loss)



Location


Unrealized Gain/(Loss)


Options Purchased

Net Realized Gain on Investments in Securities

$        -

Net Change in Unrealized Depreciation on Investments in Securities

$ (2,828)

Options Written

Net Realized Gain on Options Written

$ 1,535

Net Change in Unrealized Appreciation on Options Written

$     614


The Fund engages in option transactions involving individual securities and stock indexes. An option involves either: (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration date of the option; or (b) the right to receive payments or the obligation to make payments representing the difference between the closing price of a stock index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date of the option. The Fund may purchase



22


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



and write options. Options are sold (written) on securities and stock indexes. The purchaser of an option on a security pays the seller (the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option on a stock index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the payment. A writer of an option may terminate the obligation prior to expiration of the option by making an offsetting purchase of an identical option. Options are traded on organized exchanges and in the over-the-counter market. To cover the potential obligations involved in writing options, the Fund will either: (a) own the underlying security, or in the case of an option on a market index, will hold a portfolio of stocks substantially replicating the movement of the index; or (b) the Fund will segregate with the custodian high grade liquid assets sufficient to purchase the underlying security or equal to the market value of the stock index option, marked to market daily.


The purchase of options limits the Fund's potential loss to the amount of the premium paid and can afford the Fund the opportunity to profit from favorable movements in the price of an underlying security to a greater extent than if transactions were effected in the security directly. However, the purchase of an option could result in the Fund losing a greater percentage of its investment than if the transaction were effected directly. When the Fund writes a call option, it will receive a premium, but it will give up the opportunity to profit from a price increase in the underlying security above the exercise price as long as its obligation as a writer continues, and it will retain the risk of loss should the price of the security decline. When the Fund writes a put option, it will assume the risk that the price of the underlying security or instrument will fall below the exercise price, in which case the Fund may be required to purchase the security or instrument at a higher price than the market price of the security or instrument. In addition, there can be no assurance that the Fund can affect a closing transaction on a particular option it has written. Further, the total premium paid for any option may be lost if the Fund does not exercise the option.


The Fund engages in option transactions involving securities and stock indices in order to gain exposure to particular securities or markets, in connection with hedging transactions, or to try to enhance returns. Options require additional skills and techniques beyond normal portfolio management. The Fund's use of options involves risk that such instruments may not work as intended due to unanticipated developments, especially in abnormal market conditions, or if the Advisor makes an error in judgment, or other causes. The use of options may magnify the increase or decrease in the performance of the Fund, and may also subject the Fund to higher price volatility.


The premiums paid for the options represent the cost of the investment and the options are valued daily at their closing price. The Fund recognizes a realized gain or loss when the option is sold or expired. Option holdings within the Fund, which may include put options and call options, are subject to loss of value with the passage of time, and may experience a total loss of value upon expiration. With options, there is minimal counterparty risk to the Fund since they are exchange traded.



23


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)



The options outstanding as of September 30, 2017, as disclosed in the Schedule of Investments and Schedule of Options Written, and the amounts of realized and changes in unrealized gains and losses on the options during the period, as disclosed in the Statement of Operations, serve as indicators of the volume of option activity.


NOTE 7. INVESTMENT TRANSACTIONS


For the six months ended September 30, 2017, purchases and sales of investment securities other than U.S. Government Obligations, short-term investments, options, and securities sold short aggregated $8,040,435 and $7,414,068, respectively.


NOTE 8. COMMITMENTS AND CONTINGENCIES


The Fund indemnifies the Trust’s officers and trustees for certain liabilities that might arise from the performance of their duties to the Fund.  Additionally, in the normal course of business, the Fund enters into contracts that contain various representations and warranties and provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims against the Fund and is presently unknown.  However, the Fund considers the risk of loss from such potential claims to be remote.


NOTE 9. TAX MATTERS


At September 30, 2017, the cost of investments for federal income tax purposes was $14,261,471 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation

$  2,399,117

Unrealized depreciation

 (1,036,362)

Net unrealized appreciation

$  1,362,755


On December 22, 2016, the Fund declared an income distribution of $0.05564 per share.  The distribution was paid on December 22, 2016 to shareholders of record on December 21, 2016.  The tax character of the $95,381 paid was ordinary income.


For the six months ended September 30, 2017, there were no distributions paid.


As of March 31, 2017 the components of distributable earnings on a tax basis were as follows:


Capital Loss Carryforward

$ (2,048,715)

Net Unrealized Appreciation of Investments

973,600

Undistributed Net Investment Income

          53,232

          Total

$ (1,021,883)




24


PSG TACTICAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)




The difference between book and tax basis unrealized appreciation is attributable primarily due to income/loss flow through from grantor trusts.  The Fund has a capital loss carryforward of $2,048,715, of which $1,799,053 is short-term in nature and $249,662 is long-term in nature, and has no expiration.


NOTE 10. CONTROL AND OWNERSHIP


The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940, as amended. As of September 30, 2017, Ameritrade, Inc., in omnibus accounts, in aggregate, was the owner of record of approximately 85.48% of the Fund and may be deemed to control the Fund by virtue of its authority over Fund shares.


NOTE 11. NEW ACCOUNTING PRONOUNCEMENT


In October 2016, the U.S. Securities and Exchange Commission (“SEC”) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements.  The compliance date for the amendments to Regulation S-X is August 1, 2017. Management has evaluated the impact that the adoption of the amendments to Regulation S-X will have on the Fund’s financial statements and related disclosures. Any required changes will be implemented for interim and annual periods after August 1, 2017.


NOTE 12. SUBSEQUENT EVENTS


The Fund is required to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the Statement of Assets and Liabilities. Management has evaluated subsequent events through the issuance of these financial statements and has noted no such events.




25


PSG TACTICAL GROWTH FUND


EXPENSE ILLUSTRATION

SEPTEMBER 30, 2017 (UNAUDITED)



Expense Example


As a shareholder of the PSG Tactical Growth Fund (the "Fund"), you incur ongoing costs which typically consist of management fees, distribution (12b-1) 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 mutual funds.


The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, April 1, 2017 through September 30, 2017.


Actual Expenses


The first line of the table below provides information about actual account values 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 below provides information about hypothetical account values 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 this 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.


 

Beginning Account Value

Ending

Account Value

Expenses Paid

During the Period*

 

April 1, 2017

September 30, 2017

April 1, 2017 to September 30, 2017

 

 

 

 

Actual

$1,000.00

$1,012.36

$11.40

Hypothetical

 

 

 

 (5% Annual Return before expenses)

$1,000.00

$1,013.74

$11.41

 

 

 

 

* Expenses are equal to the Fund's annualized expense ratio of 2.26%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).


Portfolio Holdings – The Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q.  The Fund’s first and third



26


PSG TACTICAL GROWTH FUND


PRIVACY NOTICE

SEPTEMBER 30, 2017 (UNAUDITED)



fiscal quarters end on June 30 and December 31. The Form N-Q filing must be made within 60 days of the end of the quarter. The Fund’s Forms N-Q are available on the SEC’s website at http://sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room).  You may also obtain copies by calling the Fund at 1-855-866-9825, free of charge.

 

Proxy Voting - A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-855-866-9825 and (2) from Fund documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.  A review of how the Fund voted on company proxies can be obtained at our transfer agent’s website, www.mutualss.com.


Statement of Additional Information - The Fund's Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request.  You may call toll-free at 1-855-866-9825 to request a copy of the SAI or to make shareholder inquiries.



27


PSG TACTICAL GROWTH FUND


PRIVACY NOTICE

SEPTEMBER 30, 2017 (UNAUDITED)




PSG CAPITAL MANAGEMENT TRUST (THE "TRUST")

Rev. January 2012


FACTS

WHAT DOES THE TRUST DO WITH YOUR PERSONAL INFORMATION?


Why?

Financial companies choose how they share your personal information.  Federal law gives consumers the right to limit some, but not all sharing.  Federal law also requires us to tell you how we collect, share, and protect your personal information.  Please read this notice carefully to understand what we do.


What?

The types of personal information we collect and share depends on the product or service that you have with us. This information can include:

·

Social Security number and wire transfer instructions

·

account transactions and transaction history

·

investment experience and purchase history
When you are no longer our customer, we continue to share your information as described in this notice.


How?

All financial companies need to share customers’ personal information to run their everyday business.  In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Trust chooses to share; and whether you can limit this sharing.


Reasons we can share your personal information:

Does the Trust share information?

Can you limit this sharing?

For our everyday business purposes - such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus.

YES

NO

For our marketing purposes - to offer our products and services to you.

NO

We don’t share

For joint marketing with other financial companies.

NO

We don’t share

For our affiliates’ everyday business purposes - information about your transactions and records.

NO

We don’t share

For our affiliates’ everyday business purposes - information about your credit worthiness.

NO

We don’t share

For our affiliates to market to you

NO

We don’t share

For non-affiliates to market to you

NO

We don’t share

QUESTIONS?  

Call 1-855-866-9825.



28


PSG TACTICAL GROWTH FUND


PRIVACY NOTICE (CONTINUED)

SEPTEMBER 30, 2017 (UNAUDITED)






Page 2

 


What we do:


How does the Trust protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law.  These measures include computer safeguards and secured files and buildings.


Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.


How does the Trust collect my personal information?

We collect your personal information, for example, when you

·

open an account or deposit money

·

direct us to buy securities or direct us to sell your securities

·

seek advice about your investments

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.


Why cant I limit all sharing?

Federal law gives you the right to limit only:

·

sharing for affiliates everyday business purposes information about your creditworthiness.

·

affiliates from using your information to market to you.

·

sharing for nonaffiliates to market to you.

State laws and individual companies may give you additional rights to limit sharing.


Definitions

Affiliates

Companies related by common ownership or control.  They can be financial and non-financial companies.

·

The Trust does not share with affiliates so they can market to you.

Non-affiliates

Companies not related by common ownership or control.  They can be financial and non-financial companies.

·

The Trust does not share with non-affiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies

that together market financial products or services to you.

·

The Trust does not jointly market.



29














This Page Was Left Blank Intentionally


















INVESTMENT ADVISOR

PSG Investment Advisors, LLC

8161 Maple Lawn Blvd., Suite 400

Maple Lawn, MD 20759

 


INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street, 26th Floor

Philadelphia, PA 19103

 


LEGAL COUNSEL

Thompson Hine LLP

41 South High Street, Suite 1700

Columbus, OH  43215

 


CUSTODIAN

Huntington National Bank

7 Easton Oval

Columbus, OH 43219

 


TRANSFER AGENT AND FUND ACCOUNTANT

Mutual Shareholder Services   

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147

 


DISTRIBUTOR

Arbor Court Capital, LLC

8000 Town Centre Drive, Suite 400

Broadview Heights, OH 44147







This report is intended only for the information of shareholders or those who have received the Fund’s prospectus which contains information about the Fund’s management fee and expenses. Please read the prospectus carefully before investing.






Item 2. Code of Ethics.  Not applicable.


Item 3. Audit Committee Financial Expert.


(a) The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee.  At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.  Not applicable.


Item 5. Audit Committee of Listed Companies.  Not applicable.


Item 6.  Schedule of Investments.


Not applicable – schedule filed with Item 1.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.


Item 8.  Portfolio Managers of Closed-End Funds.  Not applicable.


Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable.


Item 10.  Submission of Matters to a Vote of Security Holders.  


The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of directors.


Item 11. Controls and Procedures.


(a) The registrant’s president and chief financial officer concluded that the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) were effective as of a date within 90 days of the filing date of this report, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act.


(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the registrant’s second fiscal quarter of 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 12. Exhibits.


(a)(1) Code of Ethics. Not applicable.


(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.


(b) Certification pursuant to Section 906 Certification of the Sarbanes-Oxley Act of 2002. 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.



PSG CAPITAL MANAGEMENT TRUST



By:

/s/ Robert H. Carson

Robert H. Carson

Trustee, President and Principal Executive Officer


Date: December 1, 2017



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 person on behalf of the registrant and in the capacity and on the date indicated.


By:

/s/ Jonathan V. Gordani

Jonathan V. Gordani

Trustee, Treasurer and Principal Financial Officer


Date: December 1, 2017