PROFESSIONALLY MANAGED PORTFOLIOS
N-30D, 1999-02-26
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                          [LEONETTI BALANCED FUND LOGO]



                             LEONETTI BALANCED FUND










                               SEMI-ANNUAL REPORT

                                DECEMBER 31, 1998


<PAGE>
                                                                   January, 1999

Dear Shareholder:

The Leonetti  Balanced Fund finished a volatile market year with a solid gain of
27.52 percent at December  31,1998.  The Lipper Balanced Fund Index gained 15.09
percent for the same period.  Your Fund's  return  exceeded the Lipper  Balanced
Fund Index, a  widely-followed  mutual fund  benchmark,  by 12.43 percent.  This
outstanding  performance  placed  the  Leonetti  Balanced  Fund ninth out of 409
balanced  mutual funds followed by Lipper  Analytical  Services during 1998. The
assets of the Fund crossed the $19 million level at year-end.*

The stock market  exhibited an amazing display of strength in the fourth quarter
of the year, sending stocks soaring from their October 8th lows. As fear gripped
the  market,  the large  capitalization  stocks  that had led the market  higher
earlier in the year caught fire and  rocketed  many of the indices to new highs.
Technology and  telecommunication  stocks led the rally, but no group could keep
up with  the  frenzied  pace of the  internet  stocks.  Substantial  gains  were
realized by stocks that had any relation to the internet.

The  low-inflation,  slow-growth  economy gave the Federal Reserve the chance to
cut interest  rates twice,  with the second rate cut coming as a surprise to the
market.  This second rate cut was the fuel for the sharp stock market rise.  The
interest  rate action was taken by the Federal  Reserve to help the economy from
slipping  into a recession.  It appears the rate cut was very timely and averted
much of the damage that the financial markets had been worrying would occur.

Your Fund's ten largest holdings as of December 31, 1998 were IBM Corp., America
Online, Lucent Technologies,  Cisco Systems, McDonald's Corp., General Electric,
Microsoft Corp., Tribune Co., Intel Corp. and Comcast Corp.

As we look at 1999,  once again we are far more  positive  on the  markets  than
most. As cash continues to flow into this liquidity-driven market, we expect the
stock market will move much higher. In our view, the Dow Industrials could reach
11,200 and possibly 11,500 during the year. We see interest rates  continuing to
decline for the first half of the year with a good chance of reaching the 4-to-4
1/4 percent level on the long bond.

Entering  the last year in this  century,  the stock market  should  continue to
climb the wall of worry,  pushing  aside  impeachment-related  news,  millennium
fears and international  worries.  We welcome our new shareholders and thank all
of you for being investors in the Leonetti Balanced Fund.

Cordially,

LEONETTI & ASSOCIATES, INC.

*The  average  annual  total  return from  inception  on August 1, 1995  through
December  31,  1998 was  17.70%.  Past  performance  does not  guarantee  future
results.  Share value and returns fluctuate and you may have a gain or loss when
you sell your shares. Performance results for the Leonetti Balanced Fund and the
Lipper Balanced Index include reinvested dividends, interest and other earnings.
<PAGE>
                             LEONETTI BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
Shares  COMMON STOCKS: 69.0%                                        Market Value
- --------------------------------------------------------------------------------
        BANKS: 2.6%
5,208   Commerce Bancshares, Inc....................................  $  221,340
4,000   Mellon Bank Corp............................................     275,000
                                                                      ----------
                                                                         496,340
                                                                      ----------
        COMMUNICATION - EQUIPMENT: 8.0%
11,184  Lucent Technologies, Inc....................................   1,230,240
6,000   Qwest Communications International, Inc.*...................     300,000
                                                                      ----------
                                                                       1,530,240
                                                                      ----------
        COMPUTER - HARDWARE: 9.9%
10,000  Compaq Computer Corp........................................     419,375
8,000   International Business Machines Corp........................   1,478,000
                                                                      ----------
                                                                       1,897,375
                                                                      ----------
        COMPUTER - MEMORY DEVICES: 1.2%
8,000   SMART Modular Technologies, Inc.*...........................     222,000
                                                                      ----------
        COMPUTER - NETWORK: 5.5%
11,250  Cisco Systems, Inc.*........................................   1,044,141
                                                                      ----------
        COMPUTER - ONLINE SERVICES: 6.7%
8,000   America Online, Inc.*.......................................   1,280,000
                                                                      ----------
        COMPUTER - SOFTWARE: 2.9%
4,000   Microsoft Corp.*............................................     554,750
                                                                      ----------
        CONSUMER - HOUSEHOLD PRODUCTS: 2.4%
5,000   Procter & Gamble Company....................................     456,563
                                                                      ----------
        DIVERSIFIED OPERATIONS: 5.6%
6,000   General Electric Company....................................     612,375
6,000   Tyco International, Ltd.....................................     452,625
                                                                      ----------
                                                                       1,065,000
                                                                      ----------
        ELECTRONICS - SEMICONDUCTORS: 4.1%
5,000   Altera Corp.*...............................................     304,375
4,000   Intel Corp..................................................     474,250
                                                                      ----------
                                                                         778,625
                                                                      ----------

2
<PAGE>
                             LEONETTI BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Shares                                                              Market Value
- --------------------------------------------------------------------------------
        MANUFACTURING - LARGE APPLIANCES: 1.3%
4,000   Maytag Corp................................................  $   249,000
                                                                     -----------
        MEDIA - NEWSPAPERS: 2.8%
8,000   Tribune Company............................................      528,000
                                                                     -----------
        MEDICAL - PHARMACEUTICALS: 3.5%
3,000   Pfizer, Inc................................................      376,312
4,000   Warner-Lambert Company.....................................      300,750
                                                                     -----------
                                                                         677,062
                                                                     -----------
        OIL: 2.3%
6,000   Exxon Corp.................................................      438,750
                                                                     -----------
        PROPERTY/CASUALTY/TITLE INSURANCE: 1.2%
5,000   Chicago Title Corp.*.......................................      234,687
                                                                     -----------
        RETAIL - RESTAURANTS: 3.2%
8,000   McDonald's Corp............................................      613,000
                                                                     -----------
        RETAIL - SUPERMARKETS: 1.6%
5,000   Kroger Company*............................................      302,500
                                                                     -----------
        TELECOMMUNICATION SERVICES: 1.8%
4,000   Sprint Corp................................................      336,500
                                                                     -----------
        TELEVISION - CABLE: 2.4%
8,000   Comcast Corp., Class A*....................................      469,500
                                                                     -----------
        Total Common Stocks (cost $7,687,253)......................   13,174,033
                                                                     -----------

                                                                               3
<PAGE>
                             LEONETTI BALANCED FUND

SCHEDULE OF INVESTMENTS AT DECEMBER 31, 1998 (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
Principal Amount   U.S. GOVERNMENT OBLIGATIONS: 28.1%               Market Value
- --------------------------------------------------------------------------------
$  500,000         U.S. Treasury Bill, 4.460%, due 7/22/1999........ $   487,548
   400,000         U.S. Treasury Note, 5.875%, due 1/31/1999........     400,375
   300,000         U.S. Treasury Note, 5.000%, due 2/15/1999........     300,188
   350,000         U.S. Treasury Note, 6.000%, due 10/15/1999.......     353,719
   900,000         U.S. Treasury Note, 5.375%, due 1/31/2000........     907,313
   400,000         U.S. Treasury Note, 5.875%, due 2/15/2000........     405,250
   800,000         U.S. Treasury Note, 5.500%, due 2/29/2000........     807,750
   400,000         U.S. Treasury Note, 6.125%, due 7/31/2000........     408,875
   800,000         U.S. Treasury Note, 4.500%, due 9/30/2000........     798,750
   500,000         U.S. Treasury Note, 5.250%, due 1/31/2001........     506,407
                                                                     -----------

                     Total U.S. Government Obligations
                      (cost $5,335,308).............................   5,376,175
                                                                     -----------

                     REPURCHASE AGREEMENT: 2.6%
- --------------------------------------------------------------------------------
   499,000           Star Bank Repurchase Agreement, 3.50%, dated
                     12/31/1998, due 1/4/1999, collateralized by
                     $515,000 GNMA, 7.00%, due 3/20/2024
                     (proceeds $499,194) (cost $499,000)............     499,000
                                                                     -----------

                     Total Investment in Securities
                     (cost $13,521,561+): 99.7%.....................  19,049,208
                     Other Assets less Liabilities: 0.3%............      55,843
                                                                     -----------
                     TOTAL NET ASSETS: 100.0% ...................... $19,105,051
                                                                     ===========

* Non-income producing.

+ At December 31, 1998,  the cost of securities for Federal tax purposes was the
same  as  the  basis  for  financial  reporting.   Unrealized  appreciation  and
depreciation of securities were as follows:

                     Gross unrealized appreciation................. $ 5,558,612
                     Gross unrealized depreciation.................     (30,965)
                                                                    ------------
                              Net unrealized appreciation.......... $ 5,527,647
                                                                    ============

See accompanying Notes to Financial Statements.

4
<PAGE>
                             LEONETTI BALANCED FUND

STATEMENT OF ASSETS AND LIABILITIES AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
ASSETS
  Investments in securities, at value (cost $13,521,561) ........   $19,049,208
  Cash ..........................................................            29
  Receivables:
    Fund shares sold ............................................        45,434
    Dividends and interest ......................................        97,058
  Other assets ..................................................         9,272
                                                                    -----------
              Total assets ......................................    19,201,001
                                                                    -----------

LIABILITIES
  Payables:
    Advisory fees ...............................................        15,002
    Administration fee ..........................................         2,550
    Securities purchased ........................................        70,686
  Accrued expenses ..............................................         7,712
                                                                    -----------
              Total liabilities .................................        95,950
                                                                    -----------


NET ASSETS ......................................................   $19,105,051
                                                                    ===========

  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
    ($19,105,051/1,287,472 shares outstanding;
    unlimited number of shares authorized without par value) ....   $     14.84
                                                                    ===========

COMPONENTS OF NET ASSETS
  Paid-in capital ...............................................   $14,204,975
  Undistributed net investment income ...........................         3,553
  Accumulated net realized loss on investments ..................      (631,124)
  Net unrealized appreciation on investments ....................     5,527,647
                                                                    -----------
        Net assets ..............................................   $19,105,051
                                                                    ===========

See accompanying Notes to Financial Statements.

                                                                               5
<PAGE>
                             LEONETTI BALANCED FUND

STATEMENT OF OPERATIONS - FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
  Income
    Interest ..................................................      $  139,999
    Dividends .................................................          41,342
    Other .....................................................           2,222
                                                                     ----------
          Total income ........................................         183,563
                                                                     ----------
  Expenses
    Advisory fees .............................................          80,173
    Administration fee ........................................          15,123
    Fund accounting fees ......................................          10,331
    Registration fees .........................................          10,081
    Audit fee .................................................           7,720
    Transfer agent fees .......................................           7,009
    Custody fees ..............................................           5,444
    Amortization of deferred organization costs ...............           3,025
    Legal fees ................................................           2,792
    Trustee fees ..............................................           2,017
    Reports to shareholders ...................................           1,617
    Miscellaneous .............................................           1,587
    Insurance .................................................             364
                                                                     ----------
          Total expenses ......................................         147,283
                                                                     ----------
                NET INVESTMENT INCOME .........................          36,280
                                                                     ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss from security transactions ................        (666,413)
  Net change in unrealized appreciation on investments ........       2,812,924
                                                                     ----------
        Net realized and unrealized gain on investments .......       2,146,511
                                                                     ----------

              NET INCREASE IN NET ASSETS RESULTING
               FROM OPERATIONS ................................      $2,182,791
                                                                     ==========

See accompanying Notes to Financial Statements.

6
<PAGE>
                             LEONETTI BALANCED FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
                                                  Six Months            Year
                                                    Ended              Ended
                                              December 31, 1998#   June 30, 1998
                                              ------------------   -------------
INCREASE IN NET ASSETS FROM:
OPERATIONS
 Net investment income .......................  $    36,280         $    51,772
 Net realized (loss) gain from security
  transactions ...............................     (666,413)          1,694,629
 Net change in unrealized appreciation
  on investments .............................    2,812,924           1,050,874
                                                -----------         -----------
     NET INCREASE IN NET ASSETS RESULTING
       FROM OPERATIONS........................    2,182,791           2,797,275
                                                -----------         -----------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
 Net investment income .......................      (59,295)            (30,287)
 Net realized gain on investments ............   (1,019,875)           (973,796)
                                                -----------         -----------
     TOTAL DIVIDENDS AND DISTRIBUTIONS TO
       SHAREHOLDERS ..........................   (1,079,170)         (1,004,083)
                                                -----------         -----------

CAPITAL SHARE TRANSACTIONS
 Net increase in net assets derived from
  net change in outstanding shares(a).........    2,504,345           2,420,672
                                                -----------         -----------
     TOTAL INCREASE IN NET ASSETS ............    3,607,966           4,213,864

NET ASSETS
      Beginning of period ....................   15,497,085          11,283,221
                                                -----------         -----------
END OF PERIOD ................................  $19,105,051         $15,497,085
                                                ===========         ===========


(a) A summary of capital shares transactions is as follows:

                                     Six Months Ended           Year Ended
                                    December 31, 1998#        June 30, 1998
                                  ---------------------   ---------------------
                                  Shares        Value      Shares      Value
                                  -------    ----------   --------   ----------
Shares sold ....................  147,904    $2,035,672    218,573   $2,894,591
Shares issued in reinvestment
 of distributions...............   78,386     1,074,676     81,718      994,509
Shares redeemed.................  (43,799)     (606,003)  (112,150)  (1,468,428)
                                  -------    ----------    -------   ----------
Net increase....................  182,491    $2,504,345    188,141   $2,420,672
                                  =======    ==========    =======   ==========

# Unaudited.

See accompanying Notes to Financial Statements.

                                                                               7
<PAGE>
                             LEONETTI BALANCED FUND

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
                                         Six Months        Year Ended June 30,   August 1, 1995*
                                           Ended           -------------------     through
                                     December 31, 1998#     1998         1997    June 30, 1996
- ------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>         <C>          <C>
Net asset value, beginning of period ..    $14.02          $12.31      $ 10.80      $10.00
                                           ------          ------      -------      ------

Income from investment operations:
 Net investment income ................      0.03            0.05         0.06        0.09
 Net realized and unrealized
  gain on investments .................      1.70            2.75         1.54        0.76
                                           ------          ------      -------      ------
Total from investment operations ......      1.73            2.80         1.60        0.85
                                           ------          ------      -------      ------

Less distributions:
 From net investment income ...........     (0.05)          (0.03)       (0.09)      (0.05)
 From net capital gains ...............     (0.86)          (1.06)         -0-         -0-
                                           ------          ------      -------      ------
Total distributions ...................     (0.91)          (1.09)       (0.09)      (0.05)
                                           ------          ------      -------      ------

Net asset value, end of period ........    $14.84          $14.02      $ 12.31      $10.80
                                           ======          ======      =======      ======


Total return ..........................     12.87%          24.10%       14.91%       8.46%


Ratios/supplemental data:
Net assets, end of period (millions) ..    $19.1           $15.5       $ 11.3       $10.1

Ratio of expenses to average net assets      1.83%+          1.99%        2.29%       2.26%+
Ratio of net investment income to
 average net assets ...................      0.45%+          0.40%        0.47%       1.02%+


Portfolio turnover rate ...............     35.23%          89.51%      119.75%      42.16%
</TABLE>

* Commencement of operations.

+ Annualized.

# Unaudited.

See accompanying Notes to Financial Statements.


8
<PAGE>
                             LEONETTI BALANCED FUND

NOTES TO FINANCIAL STATEMENTS AT DECEMBER 31, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION

      The Leonetti Balanced Fund (the "Fund") is a diversified  series of shares
of beneficial interest of Professionally Managed Portfolios (the "Trust"), which
is registered  under the  Investment  Company Act of 1940 (the "1940 Act") as an
open-end management  investment company.  The Fund began operations on August 1,
1995.  The  investment  objective of the Fund is to seek total return  through a
combination  of income and  capital  growth,  consistent  with  preservation  of
capital.  The Fund seeks to achieve its  objective  by  investing  primarily  in
equity securities and high-quality fixed-income obligations.


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies consistently
followed by the Fund.  These policies are in conformity with generally  accepted
accounting principles.

     A.   SECURITY  VALUATION.  Investments  in securities  traded on a national
          securities exchange, or included in the NASDAQ National Market System,
          are  valued at the last  reported  sale  price at the close of regular
          trading on the last business day of the period;  securities  traded on
          an  exchange  or NASDAQ  for which  there have been no sales and other
          over-the-counter securities are valued at the last reported bid price.
          Securities for which  quotations are not readily  available are valued
          at their  respective  fair values,  as determined in good faith by the
          Board of Trustees.  Short-term  investments  are stated at cost which,
          when combined with accrued interest, approximates market value.

               U.S.  Government  securities  with less than 60 days remaining to
          maturity  when  acquired by the Fund are valued on an  amortized  cost
          basis. U.S. Government  securities with more than 60 days remaining to
          maturity  are  valued at the  current  market  value  (using  the mean
          between the bid and asked price) until the 60th day prior to maturity,
          and are then  valued at  amortized  cost  based upon the value on such
          date unless the Board  determines  during such 60-day period that this
          amortized cost basis does not represent fair value.

     B.   FEDERAL INCOME TAXES. The Fund intends to comply with the requirements
          of the  Internal  Revenue  Code  applicable  to  regulated  investment
          companies  and  to  distribute  all  of  its  taxable  income  to  its
          shareholders. Therefore, no federal income tax provision is required.

     C.   SECURITY  TRANSACTIONS,  INVESTMENT  INCOME AND  DISTRIBUTIONS.  As is
          common in the industry, security transactions are accounted for on the
          trade date. The cost of securities  owned on realized  transactions is
          relieved  on  a  first-in,   first-out  basis.   Dividend  income  and
          distributions to shareholders are recorded on the ex-dividend date.

     D.   DEFERRED ORGANIZATION COSTS. The Fund has incurred expenses of $30,000
          in connection with the organization of the Fund. These costs have been
          deferred  and are being  amortized  on a  straight-line  basis  over a
          period of sixty  months  from the date the Fund  commenced  investment
          operations.

     E.   USE  OF  ESTIMATES.   The  preparation  of  financial   statements  in
          conformity  with generally  accepted  accounting  principles  requires
          management to make  estimates  and  assumptions  that affect  reported
          amounts  of  assets  and  liabilities  at the  date  of the  financial
          statements. Actual results could differ from those estimates.

                                                                               9
<PAGE>
                             LEONETTI BALANCED FUND

NOTES TO FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
- --------------------------------------------------------------------------------
NOTE 3 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

      For the six months ended  December 31, 1998,  Leonetti & Associates,  Inc.
(the "Adviser")  provided the Fund with investment  management services under an
Investment  Advisory  Agreement.  The Adviser  furnished all investment  advice,
office  space,  facilities,  and most of the  personnel  needed by the Fund.  As
compensation for its services,  the Adviser was entitled to a monthly fee at the
annual rate of 1.00% based upon the  average  daily net assets of the Fund.  For
the six months ended  December 31, 1998,  the Fund incurred  $80,173 in advisory
fees.

      The Fund is responsible  for its own operating  expenses.  The Adviser may
reduce its fees or make reimbursement to the Fund at any time in order to reduce
the Fund's  expenses.  Any such  reductions  made by the  Adviser in its fees or
payments  or  reimbursement  of  expenses  which are the Fund's  obligation  are
subject to  reimbursement  by the Fund within three years,  provided the Fund is
able to effect  such  reimbursement  and remain in  compliance  with any expense
limitations then in effect.

      Investment Company  Administration,  LLC (the "Administrator") acts as the
Fund's  Administrator  under  an  Administration  Agreement.  The  Administrator
prepares various federal and state regulatory  filings,  reports and returns for
the Fund;  prepares  reports  and  materials  to be  supplied  to the  trustees;
monitors the activities of the Fund's custodian, transfer agent and accountants;
coordinates  the preparation and payment of Fund expenses and reviews the Fund's
expense accruals.  For its services, the Administrator receives a monthly fee at
the following annual rate:

      Under $15 million             $30,000
      $15 to $50 million            0.20% of average daily net assets
      $50 to $100 million           0.15% of average daily net assets
      $100 to $150 million          0.10% of average daily net assets
      Over $150 million             0.05% of average daily net assets


      For the six months ended December 31, 1998,  the Fund incurred  $15,123 in
Administration fees.

      First  Fund  Distributors,  Inc.  (the  "Distributor")  acts as the Fund's
principal  underwriter in a continuous public offering of the Fund's shares. The
Distributor is an affiliate of the Administrator.

      Certain  officers  and  trustees  of the  Trust are also  officers  and/or
directors of the Administrator and the Distributor.

NOTE 4 - PURCHASES AND SALES OF SECURITIES

      The cost of purchases and the proceeds from sales of securities, excluding
U.S. Government obligations and short-term investments, for the six months ended
December 31, 1998, were $6,826,580 and $5,609,457, respectively.

      For the six months ended  December 31, 1998, the cost of purchases and the
proceeds  from  sales of U.S.  Government  and  Government  Agency  obligations,
excluding short-term securities, were $808,516 and $0, respectively.

10
<PAGE>
                                     ADVISER
                           Leonetti & Associates, Inc.
                         1130 Lake Cook Road, Suite 300
                          Buffalo Grove, Illinois 60089
                                 (847) 520-0999

                                       +

                                   DISTRIBUTOR
                          First Fund Distributors, Inc.
                      4455 East Camelback Road, Suite 261E
                             Phoenix, Arizona 85018

                                       +

                                    CUSTODIAN
                                 Star Bank, N.A.
                                425 Walnut Street
                             Cincinnati, Ohio 45202

                                       +

                                 TRANSFER AGENT
                          American Data Services, Inc.
                                  P.O. Box 5536
                         Hauppauge, New York 11788-0132
                                 (800) 282-2340

                                       +

                                    AUDITORS
                                Ernst & Young LLP
                             515 South Flower Street
                          Los Angeles, California 90071

                                       +

                                  LEGAL COUNSEL
                     Paul, Hastings, Janofsky & Walker, LLP
                        345 California Street, 29th Floor
                         San Francisco, California 94104


This report is intended for the  shareholders of the Fund and may not be used as
sales literature unless preceded or accompanied by a current prospectus.

Past  performance  results  shown in this  report  should  not be  considered  a
representation of future performance.  Share price and returns will fluctuate so
that shares, when redeemed,  may be worth more or less than their original cost.
Statements and other information herein are dated and are subject to change.


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