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 811-09096
Ameriprime Funds
(Exact name of registrant as specified in charter)
431 North Pennsylvania Street, Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip code)
Timothy Ashburn, 431 North Pennsylvania Street, Indianapolis, Indiana 46204
(Name and address of agent for service)
Registrant's telephone number, including area code:317-917-7000
Date of fiscal year end:10/31
Date of reporting period:04/30/03
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-CSR 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.
<page>
Item 1. Reports to Stockholders.
AAM Equity Fund
Schedule of Investments
April 30, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 90.09% Shares Value
Aircraft - 1.66%
Northrop Grumman Corp. 2,525 $ 222,074
----------------
Beverages - 1.43%
Coca-Cola Co. 4,725 190,890
----------------
Biological Products (No Diagnostic Substances) - 2.17%
Amgen, Inc. (a) 4,725 289,690
----------------
Cable & Other Pay Television Services - 1.66%
Liberty Media Corp. (a) 20,200 222,200
----------------
Chemical & Allied Products - 1.64%
Dow Chemical Co. 6,725 219,504
----------------
Computer Communication Equipment - 1.52%
Cisco Systems, Inc. (a) 13,475 202,664
----------------
Computers & Office Equipment - 3.54%
Hewlett-Packard Co. 15,000 244,500
International Business Machines Corp. 2,700 229,230
----------------
473,730
----------------
Converted Paper & Paperboard Products (No Containers/Boxes) - 1.34%
Avery Dennison Corp. 3,375 178,909
----------------
Crude Petroleum & Natural Gas - 1.75%
EOG Resourses, Inc. 6,250 233,625
----------------
Electronic & Other Electrical Equipment (No Computer Equipment) - 1.81%
General Electric Co. 8,225 242,226
----------------
Electronic Computers - 2.18%
Dell Computer Corp. (a) 10,100 291,991
----------------
Electronic Instruments - 1.79%
Emerson Electric Co. 4,725 239,557
----------------
Finance Services - 1.53%
American Express Co. 5,400 204,444
----------------
Fire, Marine & Casualty Insurance - 5.45%
American International Group, Inc. 4,375 253,531
Berkshire Hathaway, Inc. - Class B (a) 100 233,200
Markel Corp. (a) 1,000 242,350
----------------
729,081
----------------
Food and Kindred Products - 0.92%
Altria Group, Inc. 4,000 123,040
----------------
</table>
<page>
AAM Equity Fund
Schedule of Investments - continued
April 30, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 90.09% - continued Shares Value
Hospital & Medical Service Plans - 3.34%
Amerigroup Corp (a) 7,400 215,488
Anthem, Inc. (a) 3,375 231,660
----------------
447,148
----------------
Life Insurance - 1.62%
Jefferson-Pilot Corp. 5,400 216,486
----------------
Malt Beverages - 1.76%
Anheuser-Busch Co. 4,725 235,683
----------------
National Commercial Banks - 9.04%
Bank of America Corp. 2,700 199,935
BB&T Corp. 7,725 251,835
Citigroup, Inc. 8,900 349,325
Fleet Boston Corp. 8,075 214,149
SunTrust Banks, Inc. 3,375 193,117
----------------
1,208,361
----------------
Oil & Gas Field Services - 1.69%
Schlumberger Ltd.. 5,400 226,422
----------------
Personal Credit Institutions - 2.16%
Capital One Financial Corp. 6,900 288,903
----------------
Petroleum Refining - 6.05%
BP Amoco Plc. (c) 4,725 182,101
ChevronTexaco Corp. 3,375 211,984
Exxon Corp. 5,400 190,080
Murphy Oil Corp. 5,400 224,910
----------------
809,075
----------------
Pharmaceutical Preparations - 8.84%
Abbott Laboratories, Inc. 3,000 121,890
Bristol-Myers Squibb, Inc. 4,500 114,930
Johnson & Johnson 4,050 228,258
Merck & Co., Inc. 4,050 235,629
Pfizer, Inc. 8,000 246,000
Wyeth 5,400 235,062
----------------
1,181,769
----------------
Radio & Tv Broadcasting & Communications Equipment - 1.55%
Nokia Corp. 12,500 207,125
----------------
Radiotelephone Communications - 1.79%
Dominion Resouces, Inc. 4,050 239,679
----------------
Retail - Auto Dealers & Gasoline Stations - 2.21%
Carmax, Inc. (a) 14,000 296,100
----------------
</table>
<page>
AAM Equity Fund
Schedule of Investments - continued
April 30, 2003 (Unaudited)
<table>
<s> <c> <c>
Common Stocks - 90.09% - continued Shares Value
Retail - Drug Stores & Proprietary Stores - 1.44%
Walgreen Co. 6,225 192,104
----------------
Rolling Drawing & Extruding of Nonferrous Metals - 1.92%
Tredegar Corp. 20,000 257,200
----------------
Semiconductors & Related Devices - 1.85%
Intel Corp. 13,475 247,940
----------------
Services - Computer Programming, Data Processing, Etc. - 0.75%
Electronic Data Systems Corp. 5,500 99,825
----------------
Services - Miscellaneous Amusement & Recreation - 1.81%
Walt Disney Co. 13,000 242,580
----------------
Services - Motion Picture & Video Tape Production - 1.53%
Fox Entertainment Group, Inc. - Class A (a) 8,075 205,105
----------------
Services - Prepackaged Software - 3.42%
Microsoft Corp. 14,000 357,980
VERITAS Software Corp. (a) 4,500 99,045
----------------
457,025
----------------
Ship & Boat Building & Repairing - 1.72%
General Dynamics Corp. 3,700 229,659
----------------
Telephone Communications (No Radiotelephone) - 3.06%
SBC Communications, Inc. 17,500 408,800
----------------
Wholesale - Groceries & Related Products - 2.15%
Sysco Corp. 10,000 287,300
-----------------
TOTAL COMMON STOCKS (Cost $11,998,885) 12,047,914
-----------------
Money Market Securities - 4.84%
Huntington Money Market Investors Shares - Class A, 0.25%, (Cost $646,612) (b) 646,612 646,612
----------------
TOTAL INVESTMENTS (Cost $12,645,497) - 94.93% $ 12,694,526
----------------
Cash and other assets less liabilities - 5.07% 677,838
----------------
TOTAL NET ASSETS - 100.00% $ 13,372,364
================
</table>
(a) Non-income producing.
(b) Variable rate security; the coupon rate shown represents the rate at
April 30, 2003.
(c) American Depository Receipt.
<page>
AAM Equity Fund
Statement of Assets and Liabilities
April 30, 2003 (Unaudited)
<table>
<s> <c>
Assets
Investments in securities, at value (cost $12,645,497) $ 12,694,526
Interest receivable 192
Dividends receivable 8,844
Receivable for investments sold 648,750
Receivable for fund shares sold 35,621
Deferred organization 1,004
----------------------
Total assets 13,388,937
----------------------
Liabilities
Accrued advisory fees 13,450
Payable for fund shares sold 125
Other payables and accrued expenses 2,998
----------------------
Total liabilities 16,573
----------------------
Net Assets $ 13,372,364
======================
Net Assets consist of:
Paid in capital 14,303,484
Accumulated undistributed net investment income (loss) 12,458
Accumulated net realized gain (loss) on investments (992,608)
Net unrealized appreciation (depreciation) on investments 49,030
----------------------
Net Assets, for 1,558,214 shares $ 13,372,364
======================
Net Asset Value,
Offering price and redemption price per share ($13,372,364 / 1,558,214) $ 8.58
======================
</table>
<page>
AAM Equity Fund
Statement of Operations
Six months ended April 30, 2003 (Unaudited)
<table>
<s> <c>
Investment Income
Dividend income $ 78,569
Interest income 1,041
-------------
Total Income 79,610
-------------
Expenses
Investment advisor fee 53,778
Trustee expenses 1,917
Organizational expenses 3,074
-------------
Total Expenses 58,769
Reimbursed expenses (4,991)
-------------
Total operating expenses 53,778
-------------
Net Investment Income (Loss) 25,832
-------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities (403,008)
Change in net unrealized appreciation (depreciation)
on investment securities 850,510
-------------
Net realized and unrealized gain (loss) on investment securities 447,502
-------------
Net increase (decrease) in net assets resulting from operations $ 473,334
=============
</table>
<page>
AAM Equity Fund
Statement of Changes In Net Assets
<table>
<s> <c> <c>
Six months ended
Apr. 30, 2003 Year ended
Increase (Decrease) in Net Assets (Unaudited) Oct. 31, 2002
-------------------- -----------------
Operations
Net investment income (loss) $ 25,832 $ 63,042
Net realized gain (loss) on investment securities (403,008) (382,910)
Change in net unrealized appreciation (depreciation) 850,510 (609,650)
-------------------- -----------------
Net increase (decrease) in net assets resulting from operations 473,334 (929,518)
-------------------- -----------------
Distributions
From net investment income (70,691) (28,581)
From net realized gain - -
-------------------- -----------------
Total distributions (70,691) (28,581)
-------------------- -----------------
Capital Share Transactions
Proceeds from shares sold 6,274,662 9,478,469
Reinvestment of distributions 5,718 21,791
Amount paid for shares repurchased (1,167,382) (6,056,366)
-------------------- -----------------
Net increase (decrease) in net assets resulting
from share transactions 5,112,998 3,443,894
-------------------- -----------------
Total Increase (Decrease) in Net Assets 5,515,641 2,485,795
-------------------- -----------------
Net Assets
Beginning of period 7,856,723 5,370,928
-------------------- -----------------
End of period [including accumulated net
investment income (loss) of $12,458 and $0, respectively] $ 13,372,364 $ 7,856,723
==================== =================
Capital Share Transactions
Shares sold 770,456 1,005,727
Shares issued in reinvestment of distributions 665 2,138
Shares repurchased (139,517) (639,167)
-------------------- -----------------
Net increase (decrease) from capital transactions 631,604 368,698
==================== =================
</table>
<page>
AAM Equity Fund
Financial Highlights
<table>
<s> <c> <c> <c> <c> <c>
Six months ended
Apr. 30, 2003 Year ended Year ended Year ended Year ended
(Unaudited) Oct. 31, 2002 Oct. 31, 2001 Oct. 31, 2000 Oct. 31, 1999
------------------ -------------- -------------- -------------- -------------
Selected Per Share Data
Net asset value, beginning of period $ 8.48 $ 9.63 $ 11.53 $ 10.99 $ 9.43
------------------ -------------- ------------- -------------- -------------
Income from investment operations
Net investment income (loss) 0.02 0.09 0.05 0.03 0.05
Net realized and unrealized gain (loss) 0.15 (1.19) (1.92) 0.55 1.53
------------------ -------------- ------------- -------------- -------------
Total from investment operations 0.17 (1.10) (1.87) 0.58 1.58
------------------ -------------- ------------- -------------- -------------
Less Distributions to shareholders:
From net investment income (0.07) (0.05) (0.03) (0.04) (0.02)
From net realized gain 0.00 0.00 0.00 0.00 0.00
------------------ -------------- ------------- -------------- -------------
Total distributions (0.07) (0.05) (0.03) (0.04) (0.02)
------------------ -------------- ------------- -------------- -------------
Net asset value, end of period $ 8.58 $ 8.48 $ 9.63 $ 11.53 $ 10.99
================== ============== ============= ============== =============
Total Return 2.07% (b) (11.49)% (16.28)% 5.28% 16.74%
Ratios and Supplemental Data
Net assets, end of period (000) $ 13,372 $ 7,857 $ 5,371 $ 5,295 $ 4,337
Ratio of expenses to average net assets 1.15% (a) 1.20% 1.15% 1.15% 1.15%
Ratio of expenses to average net assets
before waiver & reimbursement 1.25% (a) 1.33% 1.30% 1.35% 1.35%
Ratio of net investment income to
average net assets 0.55% (a) 0.95% 0.46% 0.22% 0.43%
Ratio of net investment income to
average net assets before waiver & reimbursement 0.44% (a) 0.83% 0.30% 0.02% 0.23%
Portfolio turnover rate 14.83% 20.06% 21.63% 32.79% 27.34%
</table>
(a) Annualized.
(b) For periods of less than a full year, total return is not annualized.
<page>
AAM Equity Fund
Notes to Financial Statements
April 30, 2003 (Unaudited)
NOTE 1. ORGANIZATION
AAM Equity Fund (the "Fund") was organized as a diversified series of the
AmeriPrime Funds (the "Trust") on June 30, 1998 and commenced operations on June
30, 1998. The Trust is established under the laws of Ohio by an Agreement and
Declaration of Trust dated August 8, 1995 (the "Trust Agreement"). The Trust
Agreement permits the Board of Trustees to issue an unlimited number of shares
of beneficial interest of separate series without par value. The Fund is one of
a series of funds currently authorized by the Board of Trustees. The Fund's
investment objective is to provide long-term capital appreciation. The Fund's
advisor is Appalachian Asset Management, Inc. (the "Advisor").
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.
Securities Valuations - Securities that are traded on any exchange or on
the NASDAQ over-the-counter market are valued at the last quoted sale price.
Lacking a last sale price, a security is valued at its last bid price except
when, in the Advisor's opinion, the last bid price does not accurately reflect
the current value of the security. All other securities for which
over-the-counter market quotations are readily available are valued at their
last bid price. When market quotations are not readily available, when the
Advisor determines the last bid price does not accurately reflect the current
value or when restricted securities are being valued, such securities are valued
as determined in good faith by the Advisor, in conformity with guidelines
adopted by and subject to review of the Board of Trustees.
Fixed income securities generally are valued by using market quotations,
but may be valued on the basis of prices furnished by a pricing service when the
Advisor believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. If the Advisor decides that a price
provided by the pricing service does not accurately reflect the fair market
value of the securities, when prices are not readily available from a pricing
service or when restricted or illiquid securities are being valued, securities
are valued at fair value as determined in good faith by the Advisor, in
conformity with guidelines adopted by and subject to review of the Board of
Trustees. Short term investments in fixed-income securities with maturities of
less than 60 days when acquired, or which subsequently are within 60 days of
maturity, are valued by using the amortized cost method of valuation, which the
Board of Trustees has determined will represent fair value.
Federal Income Taxes - The Fund intends to qualify each year as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended. By so qualifying, the Fund will not be subject to federal income taxes
to the extent that it distributes substantially all of its net investment income
and any realized capital gains.
Dividends and Distributions - The Fund intends to distribute substantially
all of its net investment income as dividends to its shareholders on at least an
annual basis. The Fund intends to distribute its net long-term capital gains and
its net short-term capital gains at least once a year.
Other - The Fund follows industry practice and records security
transactions on the trade date. The specific identification method is used for
determining gains or losses for financial statements and income tax purposes.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on an accrual basis. Discounts and premiums on securities purchased are
amortized over the life of the respective securities.
<page>
AAM Equity Fund
Notes to Financial Statements
April 30, 2003 (Unaudited) - continued
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's investment advisor is Appalachian Asset Management, Inc., 2000
Deirtrick Blvd., Charleston, WV. Each of KI&T Holdings, Inc. ("KI&T") and Argent
Financial Group, Inc. ("Argent") owns 50% of the outstanding shares of the
Advisor and may be deemed to be a controlling person of the Advisor.
Under the terms of the management agreement, (the "Agreement"), the Advisor
manages the Fund's investments subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage fees and commissions,
taxes, borrowing costs (such as (a) interest and (b) dividend expenses on
securities sold short), fees and expenses of non-interested person Trustees, and
extraordinary expenses (including organizational expenses). As compensation for
its management services and agreement to pay the Fund's expenses, the Fund is
obligated to pay the Advisor a fee at the annual rate of 1.15% of the average
value of its daily net assets. It should be noted that most investment companies
pay their own operating expenses directly, while the Fund's expenses, except
those specified above, are paid by the Advisor. For the six months ended, April
30, 2003 the Advisor earned a fee of $53,778 from the Fund. The Advisor has
contractually agreed through February 28, 2004, to reimburse the Fund for the
fees and expenses of the non-interested person Trustees and any deferred
organizational costs amortized during the period, but only to the extent
necessary to maintain the Fund's total annual operating expenses at 1.15% of
average daily net assets. For the six months ended April 30, 2003, the Advisor
reimbursed Trustees' fees and organizational expenses of $4,991.
The Fund retains Unified Fund Services, Inc. ("Unified") to manage the
Fund's business affairs and provide the Fund with administrative, transfer
agency and fund accounting services, including all regulatory reporting and
necessary office equipment and personnel. The Advisor paid all administrative,
transfer agency and fund accounting fees on behalf of the Fund per the
Agreement. A Trustee and the officers of the Trust are members of management
and/or employees of Unified.
The Fund retains Unified Financial Securities, Inc. to act as the principal
distributor of the Fund's shares. There were no payments made to the distributor
during the six months ended April 30, 2003. Timothy L. Ashburn (a Trustee and
officer of the Trust) and Thomas G. Napurano (an officer of the Trust) are a
director and officer, respectively, of the Distributor and the Distributor's
parent company, and may be deemed to be affiliates of the Distributor.
NOTE 4. INVESTMENTS
For the six months ended April 30, 2003, purchases and sales of investment
securities, other than short-term investments, aggregated $8,836,475 and
$1,310,171, respectively. As of April 30, 2003, the unrealized appreciation for
all securities totaled $646,316 and the unrealized depreciation for all
securities totaled $597,287 for a net unrealized appreciation of $49,030. The
aggregate cost of securities for federal income tax purposes as of April 30,
2003 was $12,645,497.
NOTE 5. ESTIMATES
Preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
<page>
AAM Equity Fund
Notes to Financial Statements
April 30, 2003 (Unaudited) - continued
NOTE 6. RELATED PARTY TRANSACTIONS
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 of six months
ended April 30, 2003, RSBCO held in aggregate more than 92% of the Fund for the
benefit of clients of Kanawha Trust, advisor of National Independent Trust
Company.
NOTE 7. ORGANIZATION COSTS
Organization costs are being amortized on a straight-line basis over a
five-year period that will end in June 2003. As of six months ended April 30,
2003, the unamortized balance is $1,004.
<page>
Item 2. Code of Ethics. Not applicable.
Item 3. Audit Committee Financial Expert. Not applicable.
Item 4. Principal Accountant Fees and Services. Not applicable.
Item 5 Audit Committee of Listed Companies. Not applicable.
Item 6. Reserved.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Reseved.
Item 9. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of __________________, 2003, the disclosure controls and
procedures are reasonably designed to ensure that the information required
in filings on Forms N-CSR is recorded, processed, summarized, and reported
on a timely basis.
(b) There were no significant changes in the registrant's internal controls
or in other factors that could affect these controls subsequent to the date of
our evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Item 10. Exhibits.
(a) Not applicable. [see Item 2.]
(b) Certifications required by Item 10(b) of Form N-CSR are filed herewith.
[File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Annual reports only: Any code of ethics, or amendment thereto, that is
the subject of the disclosure required by Item 2, to the extent that the
registrant intends to satisfy the Item 2 requirements through filing of an
exhibit. (registrant may file the Code of Ethics, or state in the annual report
that 1) the Code is available on website (give address) or 2) state that the
Code is available on request without change, and explain how to request a copy.
This Exhibit is named "EX-99.CODE ETH" for EDGAR filing.].
(b) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2 under
the Act (17 CFR 270.30a-2). This Exhibit is named "EX-99.CERT" for EDGAR
filing.]
SIGNATURES
[See General Instruction F: the report must be signed by the
registrant, and by each officer that provided a certification.]
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)Ameriprime Funds
By (Signature and Title)
* /s/ Timothy Ashburn
Timothy Ashburn, President.
Date 06/17/03
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)
*/s/ Timothy Ashburn
Timothy Ashburn, President.
Date 06/17/03
By (Signature and Title)
*/s/ Thomas Napurano
Thomas Napurano, Chief Financial Officer
Date 07/09/03