-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OIsDs+aZzC84Gc+Fz7VCeWt8OuL9v9Y8LkBL4ioN+hCKAFXmUxPn9nuwENIiFnB/ fhfCpF1Yi+I6w3+BOXj94A== 0001035449-02-000274.txt : 20020701 0001035449-02-000274.hdr.sgml : 20020701 20020628174508 ACCESSION NUMBER: 0001035449-02-000274 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020430 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIPRIME FUNDS CENTRAL INDEX KEY: 0001000579 IRS NUMBER: 752616671 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-30D SEC ACT: 1940 Act SEC FILE NUMBER: 811-09096 FILM NUMBER: 02692345 BUSINESS ADDRESS: STREET 1: 1793 KINGSWOOD DR STREET 2: STE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 8174311297 MAIL ADDRESS: STREET 1: 1793 KINGSWOOD DRIVE STREET 2: SUITE 200 CITY: SOUTHLAKE STATE: TX ZIP: 76092 N-30D 1 amp0402n30d.txt AMERIPRIME FUNDS GLOBALT Growth Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 97.8% Shares Value Abrasive Asbestos & Misc Nonmetallic Mineral Products - 1.6% Minnesota Mining & Manufacturing Co. 1,500 $ 188,700 ----------------- Accident & Health Insurance - 1.1% AFLAC, Inc. 4,100 122,590 ----------------- Air Cond & Warm Air Heating Equip & Comm & Indl Refrig Equip - 1.2% American Standard Companies, Inc. (a) 1,800 134,460 ----------------- Air Courier Services - 1.3% FedEx Corp. (a) 2,800 144,676 ----------------- Beverages - 5.0% Coca-Cola Co. 6,800 377,468 PepsiCo, Inc. 3,800 197,220 ----------------- 574,688 ----------------- Biological Products (No Diagnostic Substances) - 4.3% Enzon, Inc. (a) 4,700 175,028 Immunex Corp. (a) 5,900 160,126 Transkaryotic Therapies Inc (a) 4,000 159,440 ----------------- 494,594 ----------------- Cable & Other Pay Television Services - 1.4% Viacom, Inc. - Class B (a) 3,400 160,140 ----------------- Cleaning Preparations, Perfumes, Cosmetics - 1.0% Dial Corp. 5,500 115,390 ----------------- Cogeneration Services & Small Producers - 0.5% AES Corp. (a) 7,700 61,754 ----------------- Communications Equipment - 1.3% Harris Corp. 4,000 144,840 ----------------- Computer & Office Equipment - 1.8% Lexmark International Inc (a) 3,500 209,230 ----------------- Construction Machinery & Equipment - 1.1% Caterpillar, Inc. 2,300 125,626 ----------------- Credit & Other Finance - 1.2% MBNA Corp. 4,000 141,800 ----------------- Crude Petroleum & Natural Gas - 3.6% Apache Corp. 1,780 103,827 Ocean Energy, Inc. 8,000 171,200 Stone Energy Corp. (a) 3,300 139,920 ----------------- 414,947 ----------------- Diversified - 2.5% Marsh & McLennan Co., Inc. 2,800 283,024 ----------------- GLOBALT Growth Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 97.8% - continued Shares Value Drilling Oil & Gas Wells - 0.8% Rowan Co., Inc. (a) 3,500 $ 88,830 ----------------- Electromedical & Electrotherapeutic Apparatus - 2.0% Varian Medical Systems, Inc. (a) 3,300 143,055 VISX Inc. (a) 5,000 81,850 ----------------- 224,905 ----------------- Electronic Computers - 1.2% Dell Computer Corp. (a) 5,300 139,602 ----------------- Electronic Connectors - 1.0% Tyco International LTD 6,300 116,235 ----------------- Fire, Marine, Casualty Insurance - 1.9% American International Group, Inc. 3,200 221,184 ----------------- Heating Equip, Except Elec & Warm Air & Plumbing Fixtures - 1.2% Masco Corp. 5,000 140,500 ----------------- Heavy Construction Other Than Building Const - Contractors - 1.5% Jacobs Engineering Group, Inc. (a) 4,400 173,624 ----------------- Industrial Instruments for Measurement, Display, and Control - 1.0% Danaher Corp. 1,600 114,528 ----------------- Industrial Organic Chemicals - 0.8% Lubrizol Corp 2,500 86,200 ----------------- Instruments for Meas & Testing of Electricity & Elec Signals - 2.5% Agilent Technologies, Inc. (a) 3,300 99,165 Teradyne, Inc. (a) 5,700 187,815 ----------------- 286,980 ----------------- Insurance Agents Brokers & Services - 1.5% MetLife, Inc. 5,100 174,114 ----------------- Investment Company - 1.1% Franklin Resources, Inc. 3,000 125,700 ----------------- Mining, Quarrying of Nonmetallic Minerals (No Fuels) - 1.2% Vulcan Materials Co. 3,000 138,060 ----------------- Miscellaneous Fabricated Metal Products - 0.8% The Shaw Group, Inc. (a) 3,100 94,643 ----------------- Motor Vehicle Parts & Accessories - 1.7% Honeywell International, Inc. 5,400 198,072 ----------------- National Commercial Banks - 1.0% Citigroup, Inc. 2,633 114,009 ----------------- GLOBALT Growth Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 97.8% - continued Shares Value Oil & Gas Field Machinery & Equipment - 1.1% National Oilwell, Inc. (a) 4,700 $ 124,879 ----------------- Orthopedic, Prosthetic & Surgical Appliances & Supplies - 1.1% Biomet, Inc. 4,400 124,212 ----------------- Perfumes, Cosmetics & Other Toilet Preparations - 1.1% Avon Products, Inc. 2,200 122,870 ----------------- Pharmaceutical Preparations - 5.9% Abbott Laboratories, Inc. 2,600 140,270 Cephalon Inc (a) 1,400 82,096 Forest Labs, Inc. (a) 700 53,998 Icos Corp. (a) 1,100 28,336 Johnson & Johnson 2,724 173,955 Wyeth 3,500 199,500 ----------------- 678,155 ----------------- Radio & TV Broadcasting & Communications Equipment - 0.8% Scientific Atlanta, Inc. 4,500 90,000 ----------------- Radio Broadcasting Stations - 1.1% Hispanic Broadcasting Corp. (a) 4,600 123,372 ----------------- Retail - Catalog & Mail - Order Houses - 0.6% CDW Computer Centers, Inc. (a) 1,200 65,760 ----------------- Retail - Eating Places - 2.2% McDonald's Corp. 5,000 142,000 Wendy's International, Inc. 2,900 108,460 ----------------- 250,460 ----------------- Retail - Family Clothing Stores - 0.5% Gap, Inc. 4,300 60,673 ----------------- Retail - Jewelry Stores - 0.6% Tiffany & Co. 1,800 71,550 ----------------- Retail - Lumber & Other Building Materials Dealers - 1.7% Home Depot, Inc. 4,100 190,117 ----------------- Retail - Variety Stores - 4.2% Costco Wholesale Corp. (a) 3,800 152,760 Wal-Mart Stores, Inc. 5,800 323,988 ----------------- 476,748 ----------------- Semiconductors & Related Devices - 6.4% Amkor Technology, Inc. (a) 5,000 100,500 Fairchild Semiconductor Corp. (a) 6,700 180,498 Intel Corp. 2,900 82,969 International Rectifier Corp. (a) 6,000 276,720 Intersil Holding Corp. Cl A (a) 3,700 99,345 ----------------- 740,032 ----------------- GLOBALT Growth Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 97.8% - continued Shares Value Services - Commercial Physical & Biological Research - 1.3% Millenium Pharmaceuticals, Inc. (a) 7,700 $ 153,692 ----------------- Services - Computer Integrated Systems Design - 0.5% General Electric, Inc. 1,800 56,790 ----------------- Services - Educational Services - 1.2% Apollo Group, Inc. Cl A (a) 3,750 143,775 ----------------- Services - Equipment Rental & Leasing - 1.0% United Rentals, Inc. (a) 4,700 119,850 ----------------- Services - Packaged Software - 0.5% Equifax, Inc. 2,000 54,640 ----------------- Services - Prepackaged Software - 6.3% Cadence Design Systems, Inc. (a) 5,300 108,544 Intuit, Inc. (a) 3,400 133,212 Microsoft Corp. (a) 4,800 250,848 PeopleSoft, Inc. (a) 6,000 139,020 Rational Software Corp. (a) 6,200 90,334 ----------------- 721,958 ----------------- Services - Specialty Facilities - 1.0% Caremark RX, Inc. (a) 5,500 118,250 ----------------- Specialty Cleaning, Polishing and Sanitation Preparations - 1.3% Clorox Corp. 3,500 154,875 ----------------- Telephone Communications (No Radio Telephone) - 0.6% SBC Communications, Inc. 2,400 74,544 ----------------- Television Broadcasting Stations - 1.0% USA Networks, Inc. (a) 3,800 113,658 ----------------- Textiles & Apparel - 1.2% Nike, Inc. - Class B 2,600 138,658 ----------------- Unsupported Plastics Film & Sheet - 1.0% Sealed Air Corp. (a) 2,700 120,609 ----------------- Wholesale - Electronic Parts & Equipment - 1.0% Arrow Electronics, Inc. (a) 4,400 116,160 ----------------- Wholesales - Drugs Proprietaries & Druggists' Sundries - 1.5% McKesson HBOC, Inc. 4,200 169,638 ----------------- Women's, Misses', and Juniors Outwear - 1.0% Jones Apparel Group, Inc. (a) 3,000 116,850 ----------------- TOTAL COMMON STOCKS (Cost $10,955,460) 11,246,420 ----------------- GLOBALT Growth Fund Schedule of Investments April 30, 2002 (Unaudited) Shares Value Money Market Securities - 2.6% Huntington Money Market Investment A, 0.78%, (Cost $300,432) (b) 300,432 $ 300,432 ----------------- TOTAL INVESTMENTS (Cost $11,255,892) - 100.4% $ 11,546,852 ----------------- Liabilities in excess of cash and other assets - (0.4%) (43,771) ----------------- TOTAL NET ASSETS - 100.0% $ 11,503,081 ================= (a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at April 30, 2002. Call Options Written April 30, 2002 Shares Subject Common Stocks / Expiration Date @ Exercise Price _to Call Value Teradyne, Inc. / July 2002 @ 35 5,700 17,100 ----------------- 17,100 ================= See accompanying notes which are an integral part of the financial statements.
GLOBALT Growth Fund Statement of Assets and Liabilities April 30, 2002 (Unaudited) Assets Investments in securities, at value (cost $11,255,892) $ 11,546,852 Interest receivable 108 Dividends receivable 5,668 Receivable for investments sold 501,373 Receivable for fund shares sold 15,271 ----------------- Total assets 12,069,272 Liabilities Covered call options written - (premium received $18,069) 17,100 Accrued advisory fees 10,960 Other payables and accrued expenses 22,675 Payable for investments purchased 515,456 ----------------- Total liabilities 566,191 ----------------- Net Assets $ 11,503,081 ================= Net Assets consist of: Paid in capital 14,703,934 Accumulated net investment income (loss) (32,007) Accumulated net realized gain (loss) on investments (3,460,775) Net unrealized appreciation (depreciation) on investments 291,929 ----------------- Net Assets, for 960,549 shares $ 11,503,081 ================= Net Assets Value Net Assets Offering price and redemption price per share ($11,503,081 / 960,549) $ 11.98 ================= See accompanying notes which are an integral part of the financial statements.
GLOBALT Growth Fund Statement of Operations Six months ended April 30, 2002 (Unaudited) Investment Income Dividend income $ 41,465 Interest income 1,256 -------------- Total Income 42,721 -------------- Expenses Investment advisor fee 74,728 Trustee expenses 1,104 -------------- Total Expenses 75,832 Reimbursed expenses (1,104) -------------- -------------- Total operating expenses 74,728 -------------- -------------- Net Investment Income (Loss) (32,007) -------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities (987,999) Change in net unrealized appreciation (depreciation) on investment securities 904,744 -------------- -------------- Net realized and unrealized gain (loss) on investment securities (83,255) -------------- -------------- Net increase (decrease) in net assets resulting from operations $ (115,262) ============== See accompanying notes which are an integral part of the financial statements.
GLOBALT Growth Fund Statement of Changes Year Period ended ended Apr. 30, 2002 (a) Oct. 31, Increase (Decrease) in Net Assets (Unaudited) 2001 --------------- -------------- Operations Net investment income (loss) $ (32,007) $ (74,122) Net realized gain (loss) on investment securities (987,999) (2,509,074) Change in net unrealized appreciation (depreciation) 904,744 (4,202,913) --------------- -------------- Net increase (decrease) in net assets resulting from operations (115,262) (6,786,109) --------------- -------------- Distributions From net investment income - - From net realized gain - (2,156,584) --------------- -------------- Total distributions - (2,156,584) --------------- -------------- Capital Share Transactions Proceeds from shares sold 356,668 4,535,944 Reinvestment of distributions - 2,156,481 Amount paid for shares repurchased (1,684,008) (5,913,792) --------------- -------------- Net increase (decrease) in net assets resulting from share transactions (1,327,340) 778,633 --------------- -------------- Total Increase (Decrease) in Net Assets (1,442,602) (8,164,060) --------------- -------------- Net Assets Beginning of period 12,945,683 21,109,743 --------------- -------------- End of period [including accumulated net investment income (loss) of $(24,054) and $0, respectively] $ 11,503,081 $12,945,683 =============== ============== Capital Share Transactions Shares sold 28,276 321,044 Shares issued in reinvestment of distributions - 143,670 Shares repurchased (131,131) (420,336) --------------- -------------- Net increase (decrease) from capital transactions (102,855) 44,378 =============== ============== (a) For the period November 1, 2001 to April 30, 2002. See accompanying notes are an integral part of the financial statements.
GLOBALT Growth Fund Financial Highlights Period ended Apr. 30, 2002(c) Years ended October 31, --------------------------------------------------------------- (Unaudited) 2001 2000 1999 1998 1997 ------------- ---------- ---------- ---------- ---------- ----------- Selected Per Share Data Net asset value, beginning of period $ 12.17 $ 20.72 $ 19.53 $ 16.14 $ 15.66 $ 12.48 ------------- ---------- ---------- ---------- ---------- ----------- Income from investment operations Net investment income (loss) (0.03) (0.07) (0.09) (0.05) 0.02 0.01 Net realized and unrealized gain (loss) (0.16) (6.33) 2.23 4.27 1.86 3.34 ------------- ---------- ---------- ---------- ---------- ----------- Total from investment operations (0.19) (6.40) 2.14 4.22 1.88 3.35 ------------- ---------- ---------- ---------- ---------- ----------- Less Distributions to shareholders: From net investment income 0.00 0.00 0.00 (0.02) (0.01) 0.00 From net realized gain 0.00 (2.15) (0.95) (0.81) (1.39) (0.17) ------------- ---------- ---------- ---------- ---------- ----------- Total distributions 0.00 (2.15) (0.95) (0.83) (1.40) (0.17) ------------- ---------- ---------- ---------- ---------- ----------- Net asset value, end of period $ 11.98 $ 12.17 $ 20.72 $ 19.53 $ 16.14 $ 15.66 ============= ========== ========== ========== ========== =========== Total Return (1.56)(b) (32.87)% 10.78% 26.67% 13.28% 27.15% Ratios and Supplemental Data Net assets, end of period (000) $ 11,503 $12,946 $21,110 $16,934 $11,709 $8,003 Ratio of expenses to average net assets 1.18% (a) 1.30% 1.18% 1.17% 1.17% 1.17% Ratio of expenses to average net assets before waiver & reimbursement 1.20% (a) 1.32% 1.18% 1.18% 1.19% 1.19% Ratio of net investment income to average net assets (0.50)%(a) (0.44)% (0.45)% (0.27)% 0.14% 0.06% Ratio of net investment income to average net assets before waiver & reimbursement(0.52)%(a) (0.46)% (0.45)% (0.28)% 0.12% 0.04% Portfolio turnover rate 93.27% 244.82% 159.09% 120.46% 83.78% 110.01% (a) Annualized. (b) For periods of less than a full year, total return is not annualized. (c) For the period November 1, 2001 to April 30, 2002. See accompanying notes which are an integral part of the financial statements.
GLOBALT Growth Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 1. ORGANIZATION GLOBALT Growth Fund (the "Fund") was organized as a diversified series of the AmeriPrime Funds (the "Trust") on October 20, 1995 and commenced operations on December 1, 1995. 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 growth of capital. The investment adviser to the Fund is GLOBALT, Inc. (the "Adviser"). 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 Valuation- 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 opinion of the Adviser, 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 Adviser 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 Adviser, 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 Adviser 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 Adviser 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 Adviser, 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. GLOBALT Growth Fund Notes to Financial Statements April 30, 2002 - continued (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund retains GLOBALT, Inc. (the "Adviser") to manage the Fund's investments. The Adviser was organized as a Georgia corporation in 1990. Samuel Allen, Chairman of the Adviser, is the controlling shareholder of GLOBALT, Inc. The investment decisions for the Fund are made by a committee of the Adviser that is primarily responsible for the day-to-day management of the Fund's portfolio. Under the terms of the management agreement (the "Agreement"), the Adviser 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 the non-interested person Trustees and extraordinary expenses. In addition, if a distribution plan is adopted by the Fund's shareholders pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Plan"), the Fund would pay any expenses it is authorized to pay pursuant to the Plan. As compensation for its management services and agreement to pay the Fund's expenses, the Fund is obligated to pay the Adviser a fee at the annual rate of 1.17% 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 Adviser. For the six months ended April 30, 2002, the Adviser earned a fee of $74,728 from the Fund. The Adviser has contractually agreed to reimburse fees and other expenses to the extent necessary to maintain total operating expenses at the annual rate of 1.17% through February 28, 2005. For the six months ended April 30, 2002, the Adviser reimbursed expenses of $1,104. The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., 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 Adviser 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., a wholly owned subsidiary of Unified Financial Services, Inc., to act as the principal distributor of its shares. There were no payments made to Unified Financial Securities, Inc. during the fiscal year ended April 30, 2002. A Trustee and officer of the Trust may be deemed to be an affiliate of Unified Financial Securities, Inc. NOTE 4. INVESTMENTS For the six months ended April 30, 2002, purchases and sales of investment securities, other than short term investments, aggregated $11,620,661 and $12,124,093, respectively. The unrealized appreciation for all securities totaled $912,584 and the unrealized depreciation for all securities totaled $620,655 for a net unrealized depreciation of $291,929. The aggregate cost of securities for federal income tax purposes at April 30, 2002 was $11,255,892. 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. GLOBALT Growth Fund Notes to Financial Statements April 30, 2002 - continued (Unaudited) NOTE 6. SUBSEQUENT EVENT On May 31, 2002, Synovus Financial Corp. ("Synovus") acquired 100% of the outstanding shares of the Adviser through a merger of a wholly owned subsidiary of Synovus with and into the Adviser. Pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), a transaction which results in a change of control of an investment adviser may be deemed an "assignment". The Investment Company Act further provides that a management agreement will automatically terminate in the event of an assignment. The transaction described above resulted in a "change in control" of the Adviser for the purposes of the Investment Company Act and caused the "assignment" and resulting termination of the old management agreement. In anticipation of the change of control, a special meeting of shareholders was held on May 24, 2002. The shareholders approved a new management agreement that is substantially identical in all material respects to the old management agreement. The new agreement was effective on May 31, 2002, the date of the change of control. Another shareholder meeting was held on May 29, 2002, at which meeting Gary E. Hippenstiel, Mark W. Muller, Kenneth D. Trumpfheller and Richard J. Wright, Jr. were elected to serve on the Board of Trustees. Corbin Small-Cap Value Fund May 28, 2002 Dear Shareholder: Riding the stock market has been comparable to riding a runaway rollercoaster in obscure darkness. If you had asked someone six months ago where the market would be today, they probably would have mentioned that economic rebound everyone was expecting. Unfortunately, that rebound never came and as the economy recovers, it is not likely to have much momentum. Moreover, the persistent threat of terrorism, fraudulent accounting issues and overall economic uncertainty may result in continued market volatility. Clearly, the economy has gone through a phase where inventories have been adjusted, investment in capital goods have been substantially reduced, and workforces trimmed. In short, the economy may be moving toward being lean again, throwing off the excesses of the late 1990's. However, slowly increasing demand seems to be the reason corporate profits still look lackluster for the foreseeable future. High levels of debt, coupled with shock from the near collapse of certain sectors of the economy, may have contributed to the reign in consumer and business spending. In addition, price competition remains high, impairing margins. While most people expect the market to rear its bullish head of the 90's, I remain cautious of this scenario. The fact of the matter is that new bull markets do not start with P/E ratios of 35 and dividend yields of 1%. In all likelihood, this may continue to be a "sniper's market" for the foreseeable future. By "sniper's market", I mean a situation where one has the potential to make solid profits by buying right and then selling once reasonable profits are made. Moreover, with interest rates hovering near a 40-year low and many stock valuations being depleted, there is a strong probability that several sectors may soon experience an extensive consolidation period, which is where smart small-cap investors have a chance to shine in a lackluster market. In fact, the Corbin Small-Cap Value Fund has already been in the spotlight because of it's recent performance. For information detailing which national publication featured the Corbin Small-Cap Value Fund as well as the outcome of a ranking reclassification by a widely recognized tracking service please refer to the MD&A. The market lessons of the 21st century have been harsh, but enlightening because it reminds us that qualities such as; quality earnings, financial leverage, competitive advantage, strong balance sheets, dividend yields and solid year-over-year growth are all necessary in order to create great stocks. Thank you once again for choosing the Corbin Small-Cap Value Fund. The Fund's ticker symbol is CORBX, and it can be found on most quotation services. If you have any questions or comments, please contact me at dcorbin@corbincom.com or (800) 490-9333. We appreciate your confidence in the Fund and look forward to investing for you in the future. Sincerely, David A. Corbin, CFA President and Chief Investment Officer For a prospectus and more information, including charges and expenses, call toll free 1-800-924-6848. The prospectus should be read carefully before investing. Past performance does not guarantee future results. Shares when redeemed may be worth more or less than their original cost. Distributed by Unified Financial Securities, Inc. PERFORMANCE DISCUSSION As of April 30, 2002, the Fund's portfolio contained 34 equities, with 85.3% of the money in equity securities and 14.7% in cash. The fund generated a total return of 19.46% for the six months ended April 30, 2002. The Russell 2000 Index return for that period was 20.06%, and the S&P Small-Cap 600 Index finished the six months with a return of 26.02%. While the fund's performance slightly lagged the small-capitalization indices, we believe that the current market conditions continue to favor the Fund's investment style. Corbin Small-Cap Value Fund - Returns for Six Months Ended April 30, 2002 - Average Annual Total Return Since Six Month Inception Total Return (June 30, 1997) --------------- ----------------------- Corbin Small-Cap Value Fund 19.46% 0.76% S&P 600 25.80% 10.66% Russell 2000 20.03% 6.70% Corbin Small Cap-$10,373 S&P600-$16,327 Russell 2000-$13,684 ---------------------------------------------------- 6/30/97 10,000 10,000 10,000 7/31/97 10,310 10,628 10,465 8/31/97 10,520 10,897 10,705 9/30/97 11,330 11,587 11,488 10/31/97 11,030 11,116 10,984 11/30/97 11,210 11,035 10,913 12/31/97 10,917 11,172 11,104 1/31/98 10,577 11,037 10,928 2/28/98 10,853 12,043 11,736 3/31/98 11,258 12,503 12,220 4/30/98 11,173 12,409 12,288 5/30/98 10,619 11,925 11,626 6/30/98 10,513 11,870 11,651 7/31/98 9,597 11,251 10,708 8/31/98 7,402 8,904 8,628 9/30/98 7,189 9,609 9,304 10/31/98 7,051 9,887 9,683 11/30/98 6,380 10,534 10,190 12/31/98 6,753 10,814 10,821 1/31/99 6,593 10,969 10,965 2/28/99 6,114 9,981 10,077 3/31/99 5,954 10,162 10,234 4/30/99 7,126 10,802 11,151 5/31/99 7,605 10,957 11,314 6/30/99 7,722 11,667 11,826 7/31/99 7,882 11,564 11,501 8/31/99 7,339 11,114 11,075 9/30/99 7,424 11,103 11,078 10/31/99 7,189 11,075 11,123 11/30/99 7,743 11,543 11,787 12/31/99 8,542 12,486 13,121 1/31/00 8,255 12,099 12,910 2/29/00 8,713 13,719 15,042 3/31/00 9,511 13,212 14,051 4/28/00 8,468 12,985 13,205 5/31/00 7,701 12,601 12,435 6/30/00 7,903 13,347 13,519 7/31/00 7,573 13,019 13,085 8/31/00 7,956 14,172 14,083 9/30/00 7,850 13,786 13,669 10/31/00 7,573 13,872 13,059 11/30/00 7,030 12,428 11,718 12/31/00 6,577 13,959 12,725 1/31/01 7,475 14,558 13,387 2/28/01 7,112 13,670 12,509 3/31/01 6,213 13,041 11,897 4/30/01 6,855 14,034 12,828 5/31/01 7,561 14,303 13,143 6/30/01 7,689 14,827 13,597 7/31/01 7,261 14,580 12,861 8/31/01 6,898 14,247 12,445 9/30/01 7,272 12,322 10,770 10/31/01 8,684 12,979 11,400 11/30/01 9,817 13,927 12,283 12/31/01 10,106 14,869 13,041 1/31/02 10,095 14,999 12,905 2/28/02 9,047 14,731 12,552 3/31/02 10,074 15,885 13,561 4/30/02 10,373 16,327 13,684 This chart shows the value of a hypothetical initial investment of $10,000 in the Fund and the S&P 600 Small-Cap Index and the Russell 2000 Index on June 30, 1997 (commencement of operations) and held through April 30, 2002. The S&P 600 Small-Cap Index and the Russell 2000 Index are widely recognized unmanaged indices of common stock prices and are representative of a broader market and range of securities than is found in the Corbin Small Cap Value Fund portfolio. The Indices returns do not reflect expenses, which have been deducted from the Fund's return. Performance figures include the change in value of the stocks in the Indices plus the reinvestment of dividends. The performance of the Fund is computed on a total return basis which includes reinvestment of all dividends. Data does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. For a prospectus and more information, including charges and expenses, call toll free 1-800-924-6848. The prospectus should be read carefully before investing. Past performance does not guarantee future results. From the last half of 2001, through the first half of 2002, the Corbin Small Cap Value Fund experienced major inflows and increased its total assets to approximately $23 million. We employed much of the cash in the November/ December time frame, expecting the market to have a massive rebound after the terrorist attacks in September. This activity enabled the fund to acquire and increase our holdings in several undervalued stocks including initial investments in Buca Inc. and Patterson Energy, and additions to the holdings of North American Scientific, Lancer and American Biltrite. The recent market events have caused investors to refocus their attention to the small capitalization stocks, which we believe will continue to benefit the Corbin Small-Cap Value fund for many months to come. In December of 2001, an article was written in Business Week featuring the Corbin Small-Cap Value Fund and in that same month, the Fund's Morningstar rating was upgraded to five stars, which is the highest Morningstar rating a mutual fund can receive. FOCUS ON THE FIVE LARGEST HOLDINGS American Biltrite, Inc. (ABL) - American Biltrite Inc. manufactures adhesive-coated, pressure sensitive papers and films. The Company's products are used to protect material during handling or storage, or to serve as a carrier for transferring decals or die-cut lettering. ABL also distributes fashion jewelry and related accessories. American Biltrite's product mix may not sound very dynamic or exciting, but it boasts a dividend yield of 3.4% and trades at an inexpensive 12X's earnings. Forgent Networks, Inc. (FORG) - Forgent Networks, formerly known as VTEL Corporation, designs and produces digital visual communications technology and distributes that technology to corporations, healthcare facilities, educational institutions and government operations. It is considered to be a distinguished corporation because of its exclusive services and video-networking software. Over the past several months, Forgent Networks has been working hard to increase shareholder value by buying back shares, improving earnings momentum and creating a strong balance sheet. North American Scientific Industries (NASI) - North American Scientific, Inc. develops and produces a broad line of radiation sources and standards for medical, scientific and industrial uses. The Company currently provides a brachytherapy line for the treatment of prostate cancer and is currently developing Apomate, a diagnostic product intended to allow in vivo imaging for diagnosis of heart disease and tissue rejection. This Company has a great core business and is rapidly growing due to its Theseus imaging business. SureBeam Corporation (SURE) - SureBeam is a leading provider of electron beam food safety systems and services for the food industry. The Company's technology significantly improves food quality, prolongs shelf life, and provides disinfestation that helps to protect the environment. The SureBeam patented systems is based on proven electron beam x-ray technology that destroys harmful food borne bacteria much like thermal pasteurization does to milk. This technology can also eliminate the need for toxic chemical fumigants used in pest control that may be harmful to the earth's ozone layer. SureBeam is a high growth company with an abundance of potential and is expected to be fully spun off to shareholders sometime during the late summer of 2002. Titan Corporation (TTN) - Titan assists technology-based businesses and others by creating, developing and deploying state-of-the-art technical solutions, such as information technology, communications, medical product sterilization, and (through its majority-owned subsidiary, SureBeam Corporation) electron-beam food pasteurization. Titan is primarily known for providing information technology and communications services and products for defense, intelligence and other U.S. and allied government agencies, and for its satellite-based and wireless-based communication services and systems. Most importantly, Titan Corporation utilizes its core defense business to create other technologically based businesses and ultimately spin them off to the public. Corbin Small-Cap Value Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 101.4% Shares Value Beverages - 2.6% Lancer Corp. (a) 100,050 $ 610,305 ---------------- Commercial Printing - 1.3% Successories, Inc. (a) 448,600 296,076 ---------------- Computer Services & Software - 1.5% Earthlink Network, Inc. (a) 50,000 364,000 ---------------- Cutlery, Handtools & General Hardware - 3.3% Lifetime Hoan Corp. 114,400 764,192 ---------------- Drilling Oil & Gas Wells - 1.9% Pioneer Drilling Co. (a) 91,900 436,525 ---------------- Electric Lighting & Wiring Equipment - 2.4% Chase Corp. 51,100 551,880 ---------------- Electromedical & Electrotherapeutic Apparatus - 4.2% Cyberonics, Inc. (a) 72,000 975,600 ---------------- General Merchandise Stores - 2.7% Duckwall-Alco Stores, Inc. (a) 45,000 636,750 ---------------- In Vitro & In Vivo Diagnostic Substances - 4.9% North American Scientific, Inc. (a) 90,100 1,146,973 ---------------- Industrial & Commercial Fans & Blowers & Air Purifying Equip - 0.2% Flanders Corp. (a) 31,000 53,320 ---------------- Metals & Mining - Gold & Silver & Other Precious Metals - 2.8% Sons of Gwalia LTD (a) 40,000 646,472 ---------------- Mineral Royalty Traders - 2.6% Great Northern Iron Ore Properties 10,000 612,500 ---------------- Miscellaneous Fabricated Metal Products - 1.1% United Capital Corp. (a) 9,900 255,420 ---------------- Miscellaneous Metal Ores - 2.2% Stillwater Mining Co. (a) 30,000 526,500 ---------------- Plastic Products - 1.4% Congoleum Corp. - Class A (a) 100,000 320,000 ---------------- Plastics Products - 7.7% American Biltrite, Inc. 76,100 1,126,280 Summa Industries, Inc. (a) 72,100 684,950 ---------------- 1,811,230 ---------------- Radio & TV Broadcasting & Communications Equipment - 14.0% Forgent Networks, Inc. (a) 1,089,100 3,267,300 ---------------- Corbin Small-Cap Value Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 101.4% - continued Shares Value Railroads, Line-Haul Operating - 2.6% RailAmerica, Inc. (a) 66,500 $ 611,135 ---------------- Retail - Eating Places - 2.2% Buca, Inc. (a) 30,000 510,000 ---------------- Security Brokers, Dealers & Flotation Companies - 2.3% First Albany Co., Inc. 87,000 544,620 ---------------- Services - Business Services - 7.0% Efunds Corp. (a) 55,100 876,090 Espeed, Inc. - Class A (a) 30,000 370,200 Mktg Services, Inc. (a) 180,000 378,000 ---------------- 1,624,290 ---------------- Services - Computer Integrated Systems Design - 5.9% Titan Corp. (a) 60,000 1,371,600 ---------------- Services - Computer Processing & Data Preparation - 1.7% Carreker-Antinori, Inc. (a) 40,000 399,600 ---------------- Services - Educational Services - 2.4% Sylvan Learning Systems, Inc. (a) 20,000 552,000 ---------------- Special Industry Machinery (No Metalworking Machinery) - 5.1% Surebeam Corp. (a) 205,000 1,184,900 ---------------- Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens) - 4.0% Roanoke Electric Steel Corp. 61,800 937,444 ---------------- Surgical & Medical Instruments & Apparatus - 2.7% Vivus, Inc. (a) 100,000 623,000 ---------------- Transportation Services - 2.6% Navigant International, Inc. (a) 35,000 601,650 ---------------- Truck Trailers - 1.8% Wabash National Corp. 44,500 435,655 ---------------- Wholesale - Medical, Dental & Hospital Equipment & Supplies - 2.3% Mobile Pet Systems, Inc. (a) 779,500 545,650 ---------------- Wholesale - Drug Proprietaries & Druggists Sundries - 2.0% Syncor International, Inc. (a) 15,000 468,900 ---------------- TOTAL COMMON STOCKS (Cost $23,769,307) 23,685,487 ---------------- Money Market Securities - 21.3% Huntington Money Fund - Investment A, 0.78%, (Cost $4,973,159) (b) 4,973,159 4,973,159 ---------------- TOTAL INVESTMENTS (Cost $28,742,466) - 122.7% $ 28,658,646 ---------------- Liabilities in excess of cash and other assets - (22.7%) (5,303,455) ---------------- TOTAL NET ASSETS - 100.0% $ 23,355,191 ================ (a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at April 30, 2002. See accomanying notes which are an integral part of the financial statements.
Corbin Small-Cap Value Fund Statement of Assets and Liabilities April 30, 2002 (Unaudited) Assets Investments in securities, at value (cost $28,742,466) $ 28,658,646 Interest receivable 942 Receivable for fund shares sold 155,528 ----------------- Total assets 28,815,116 Liabilities Accrued advisory fees 23,473 Redemptions payable 4,546,599 Other payables and accrued expenses 588 Payable for investments purchased 889,265 ----------------- Total liabilities 5,459,925 ----------------- Net Assets $ 23,355,191 ================= Net Assets consist of: Paid in capital 23,377,827 Accumulated net investment income (loss) (76,424) Accumulated net realized gain (loss) on investments 137,608 Net unrealized appreciation (depreciation) on investments (83,820) ----------------- Net Assets, for 2,408,263 shares $ 23,355,191 ================= Net Assets Value Net Assets Offering price and redemption price per share ($23,355,191 / 2,408,263) $ 9.70 ================= See accompanying notes which are an integral part of the financial statements.
Corbin Small-Cap Value Fund Statement of Operations Six months ended April 30, 2002 (Unaudited) Investment Income Dividend income $ 31,572 Interest income 20,709 ------------- Total Income 52,281 ------------- Expenses Investment advisor fee 123,127 Trustee expenses 1,090 ------------- Total Expenses 124,217 Reimbursed expenses (1,090) ------------- ------------- Total operating expenses 123,127 ------------- ------------- Net Investment Income (Loss) (70,846) ------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities 823,852 Change in net unrealized appreciation (depreciation) on investment securities (159,515) ------------- ------------- Net realized and unrealized gain (loss) on investment securities 664,337 ------------- ------------- Net increase (decrease) in net assets resulting from operations $ 593,491 ============= See accompanying notes which are an integral part of the financial statements.
Corbin Small-Cap Value Fund Statement of Changes Period ended Year Apr. 30, 2002 (a) ended Increase (Decrease) in Net Assets (Unaudited) Oct. 31, 2001 --------------- ------------- Operations Net investment income (loss) $ (70,846) $ (7,830) Net realized gain (loss) on investment securities 823,852 (310,923) Change in net unrealized appreciation (depreciation) (159,515) 697,944 --------------- ------------- Net increase (decrease) in net assets resulting from operations 593,491 379,191 --------------- ------------- Distributions From net investment income - - From net realized gain - (10,486) --------------- ------------- Total distributions - (10,486) --------------- ------------- Capital Share Transactions Proceeds from shares sold 54,689,707 4,933,337 Reinvestment of distributions - 7,350 Amount paid for shares repurchased (36,625,391) (3,499,606) --------------- ------------- Net increase (decrease) in net assets resulting from share transactions 18,064,316 1,441,081 --------------- ------------- Total Increase (Decrease) in Net Assets 18,657,807 1,809,786 --------------- ------------- Net Assets Beginning of period 4,697,384 2,887,598 --------------- ------------- End of period [including accumulated net investment income (loss) of $(76,424) and $(5,578), respectively] $ 23,355,191 $ 4,697,384 =============== ============= Capital Share Transactions Shares sold 5,856,872 666,482 Shares issued in reinvestment of distributions - 1,195 Shares repurchased (4,027,391) (494,940) --------------- ------------- Net increase (decrease) from capital transactions 1,829,481 172,737 =============== ============= (a) For the period November 1, 2001 to April 30, 2002. See accompanying notes which are an integral part of the financial statements.
Corbin Small-Cap Value Fund Financial Highlights Period ended Year Year Year Year Period April 30, ended ended ended ended ended 2002 (c) October 31, October 31, October 31, October 31, October 31, (Unaudited) 2001 2000 1999 1998 1997 (d) ----------- --------- -------- --------- -------- --------- Selected Per Share Data Net asset value, beginning of period $ 8.12 $ 7.11 $ 6.75 $ 6.62 $ 11.03 $ 10.00 --------- --------- -------- --------- -------- --------- Income from investment operations Net investment income (loss) (0.03) (0.02) 0.02 (0.01) (0.01) 0.00 Net realized and unrealized gain (loss) 1.61 1.05 0.34 0.14 (3.76) 1.03 --------- -------- -------- --------- -------- --------- Total from investment operations 1.58 1.03 0.36 0.13 (3.77) 1.03 --------- --------- -------- --------- -------- --------- Less Distributions to shareholders: From net investment income 0.00 (0.02) 0.00 0.00 (0.01) 0.00 From net realized gain 0.00 0.00 0.00 0.00 (0.63) 0.00 --------- --------- -------- --------- -------- --------- Total distributions 0.00 (0.02) 0.00 0.00 (0.64) 0.00 --------- --------- -------- --------- -------- --------- Net asset value, end of period $ 9.70 $ 8.12 $ 7.11 $ 6.75 $ 6.62 $ 11.03 ========= ========= ======== ========= ======== ========= Total Return 19.46% (b) 14.67% 5.33% 1.96% (36.07)% 10.30% (b) Ratios and Supplemental Data Net assets, end of period (000) $ 23,355 $ 4,697 $ 2,888 $ 2,294 $ 2,289 $ 1,334 Ratio of expenses to average net assets 1.25% (a) 1.25% 1.25% 1.25% 1.25% 1.23% (c) Ratio of expenses to average net assets before waiver & reimbursement 1.26% (a) 1.34% 1.36% 1.31% 1.30% 1.23% (c) Ratio of net investment income to average net assets (0.72)(a) (0.32)% 0.24% (0.20)% (0.15)% 0.00% Ratio of net investment income to average net assets before waiver & reimbursement (0.73)(a) (0.41)% 0.12% (0.26)% (0.20)% 0.00% Portfolio turnover rate 70.76% 70.56% 94.69% 65.66% 86.42% 20.41% (c) (a) Annualized. (b) For periods of less than a full year, total return is not annualized. (c) For the period November 1, 2001 to April 30, 2002. (d) For the period June 30, 1997 (Commencement of Operations) to October 31, 1997. See accompanying notes which are an integral part of the financial statements.
Corbin Small-Cap Value Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 1. ORGANIZATION The Corbin Small-Cap Value Fund (the "Fund") was organized as a diversified series of the AmeriPrime Funds (the "Trust") on June 10, 1997 and commenced operations on June 30, 1997. 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 investment objective of the Fund is to provide long-term capital appreciation to its shareholders. The investment advisor to the Fund is Corbin & Company (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 Valuation - 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 opinion of the Advisor, 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 values 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 by 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. Corbin Small-Cap Value Fund Notes to Financial Statements April 30, 2002 - continued (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund retains Corbin & Company (the Advisor) to manage the Fund's investments. David A. Corbin, President of the Advisor, is primarily responsible for the day-to-day management of the Fund's portfolio. 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, interest, fees and expenses of the non-interested person Trustees and extraordinary 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 1.25% 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, 2002, the Advisor earned a fee of $123,127 from the Fund. The Advisor has contractually agreed through February 28, 2002, to reimburse the Fund for the fees and expenses of the non-interested person Trustees, but only to the extent necessary to maintain the Fund's total annual operating expenses at 1.25% of average daily net assets. For the six months ended April 30, 2002, the Advisor reimbursed expenses of $1,090. The Fund retains Unified Fund Services, Inc., ("Unified") a wholly owned subsidiary of Unified Financial Services, Inc., 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 management 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 fiscal six months ended April 30, 2002. A Trustee and officer of the Trust may be deemed to be an affiliate of Unified Financial Securities, Inc. NOTE 4. INVESTMENTS For the six months ended April 30, 2002, purchases and sales of investment securities, other than short-term investments, aggregated $31,213,521 and $11,745,894, respectively. The unrealized appreciation for all securities totaled $1,981,029, and the unrealized depreciation for all securities totaled $2,064,849, for a net unrealized depreciation of $83,820. The aggregate cost of securities for federal income tax purposes at April 30, 2002, was $28,742,466. 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. NOTE 6. RELATED PARTY TRANSACTIONS The Advisor is not a registered broker-dealer of securities and thus does not receive commissions on trades made on behalf of the Fund. 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 April 30, 2002, National Financial Services and Charles Schwab, for the benefit of its customers, held over 40% and 36% of the Fund, respectively. Florida Street Growth Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 27.2% Shares Value Communication Services - 0.6% XM Satellite Radio Holdings, Inc. - Class A 1,500 $ 17,265 ---------------- Crude Petroleum & Natural Gas - 4.2% EOG Resources, Inc. 3,000 127,650 ---------------- Electric & Other Services Combined - 2.4% Consolidated Edison, Inc. 1,700 74,103 ---------------- Electric Services - 3.8% IdaCorp, Inc. 3,000 113,520 ---------------- Guided Missiles & Space Vehicles & Parts - 2.1% Goodrich Corp. 2,000 63,840 ---------------- Radio & TV Broadcast & Communications Equipment - 2.5% L 3 Communications Holdings, Inc. 600 76,668 ---------------- Search, Detection, Navigation, Guidance, Aeronautical Sys. - 2.0% EDO Corp. 2,000 61,900 ---------------- Semiconductors & Related Devices - 1.5% International Rectifier Corp. 1,000 46,120 ---------------- Specialty Industry Machinery - 2.8% Trikon Technologies, Inc. 6,000 84,240 ---------------- Services-Personal Services - 5.3% H & R Block, Inc. 4,000 160,480 ---------------- TOTAL COMMON STOCKS (Cost $691,186) 825,786 ---------------- Unit Investment Trusts - 39.0% Sector SPDR Trust SBI Cons Stpls 4,500 $ 113,085 Sector SPDR Trust SBI Cons Servs 2,000 58,820 Sector SPDR Trust SBI Cons Trans 2,000 58,400 Sector SPDR Trust SBI Int. Inds 4,500 114,120 S&P Mid-Cap 400 Depositary Receipts 8,500 839,630 ---------------- TOTAL UNIT INVESTMENT TRUST (Cost $1,195,615) 1,184,055 ---------------- Florida Street Growth Schedule of Investments April 30, 2002 (Unaudited) Principal Value Convertible Securities - 13.1% CD Radio Inc. 8.75%, 09/29/09 250,000 $ 117,500 Silicon Graphics, Inc. 5.25%, 09/01/04 185,000 131,119 Ibasis Inc. 5.75%, 3/15/05 450,000 147,937 ---------------- TOTAL CORPORATE BONDS (Cost $426,327) 396,556 ---------------- Money Market Securities - 19.0% Federated Prime Obligations, 1.58%, (Cost $576,142) 576,142 576,142 ---------------- TOTAL INVESTMENTS (Cost $2,889,270) - 98.3% 2,982,539 ---------------- Cash and other assets less liabilities - 1.7% 51,829 ---------------- TOTAL NET ASSETS - 100.0% $ 3,034,368 ================ See accompanying notes which are an integral part of the financial statements.
Florida Street Growth Statement of Assets and Liabilities April 30, 2002 (Unaudited) Assets Investments in securities, at value (cost $2,889,270) $ 2,982,539 Cash 47,871 Interest receivable 7,341 Total assets 3,037,751 --------------- Liabilities Accrued advisory fees 3,383 --------------- Total liabilities 3,383 --------------- Net Assets $ 3,034,368 =============== Net Assets consist of: Paid in capital 3,575,584 Accumulated net investment income (loss) 52,450 Accumulated net realized gain (loss) on investments (686,935) Net unrealized appreciation (depreciation) on investments 93,269 --------------- Net Assets, for 353,249 shares $ 3,034,368 =============== Net Assets Value Net Assets Offering price and redemption price per share ($3,034,368 / 353,249) $ 8.59 =============== See accompanying notes which are an integral part of the financial statements.
Florida Street Growth Statement of Operations Six months ended April 30, 2002 (Unaudited) Investment Income Dividend income $ 6,745 Interest income 70,501 ------------- Total Income 77,246 ------------- Expenses Investment advisor fee 21,158 Trustee fees 1,090 ------------- Total Expenses 22,248 ------------- Expenses waived by advisor (1,090) ------------- Net Expenses 21,158 ------------- Net Investment Income (Loss) $ 56,088 ------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities 190,300 Change in net unrealized appreciation (depreciation) on investment securities 33,941 ------------- Net realized and unrealized gain (loss) on investment securities 224,241 ------------- Net increase (decrease) in net assets resulting from operations $ 280,329 ============= See accompanying notes which are an integral part of the financial statements.
Florida Street Growth Statement of Changes Six months ended April 30, 2002 Year ended Increase (Decrease) in Net Assets (Unaudited) October 31, 2001 ----------------- ----------------- Operations Net investment gain (loss) $ 56,088 5,835 Net realized gain (loss) on investment securities 190,300 (874,269) Change in net unrealized appreciation (depreciation) 33,941 (543,184) ----------------- ----------------- Net increase (decrease) in net assets resulting from operations 280,329 (1,411,618) ----------------- ----------------- Distributions From net investment income (8,924) - From net realized gain - (999,515) ----------------- ----------------- Total distributions (8,924) (999,515) ----------------- ----------------- Capital Share Transactions Proceeds from shares sold 250,120 79,776 Reinvestment of distributions 8,862 996,912 Amount paid for shares repurchased (295,247) (791,926) ----------------- ----------------- Net increase (decrease) in net assets resulting from share transactions (36,265) 284,762 ----------------- ----------------- Total Increase (Decrease) in Net Assets 235,140 (2,126,371) ----------------- ----------------- Net Assets Beginning of period 2,799,229 4,924,817 ----------------- ----------------- End of period [including accumulated net investment income (loss) of $51,668 and $4,504, respectively] $ 3,034,369 $ 2,798,446 ================= ================= Capital Share Transactions Shares sold 30,148 8,329 Shares issued in reinvestment of distributions 1,070 111,761 Shares repurchased (34,686) (87,907) ----------------- ----------------- Net increase (decrease) from capital transactions (3,468) 32,183 ================= ================= See accompanying notes which are an intgral part of the financial statements.
Florida Street Growth Financial Highlights Year Year Year Year Period Six months ended ended ended ended ended ended April 30, 2002 October 31, October 31, October 31, October 31, October 31, (Unaudited) 2001 2000 1999 1998 1997 (a) --------------- ---------- ---------- ----------- ---------- ---------- Selected Per Share Data Net asset value, beginning of period $ 7.85 $ 15.18 $ 10.98 $ 9.16 $ 10.19 $ 10.00 --------------- ---------- ---------- ----------- ---------- ---------- Income from investment operations Net investment income (loss) 0.15 0.02 (0.10) (0.04) 0.02 0.03 Net realized and unrealized gain (loss) 0.61 (4.26) 4.30 1.88 (1.01) 0.16 --------------- ---------- ---------- ----------- ---------- ---------- Total from investment operations 0.76 (4.24) 4.20 1.84 (0.99) 0.19 --------------- ---------- ---------- ----------- ---------- ---------- Less Distributions to shareholders: From net investment income (0.02) 0.00 0.00 (0.02) (0.01) 0.00 From net realized gain - (3.09) 0.00 0.00 (0.03) 0.00 --------------- ---------- ---------- ----------- ---------- ---------- Total distributions (0.02) (3.09) 0.00 (0.02) (0.04) 0.00 --------------- ---------- ---------- ----------- ---------- ---------- Net asset value, end of period $ 8.59 $ 7.85 $ 15.18 $ 10.98 $ 9.16 $ 10.19 =============== ========== ========== =========== ========== ========== Total Return 9.74% (b) (30.37)% 38.25% 20.06% (9.73)% 1.90% (b) Ratios and Supplemental Data Net assets, end of period (000) $ 3,034 $ 2,798 $4,925 $3,603 $3,320 $2,117 Ratio of expenses to average net assets 1.35% (c) 1.34% 1.37% 1.35% 1.25% 1.35% (c) Ratio of expenses to average net assets before waiver & reimbursement 1.42% (c) 1.38% 1.40% 1.38% 1.35% 1.35% (c) Ratio of net investment income to average net assets 3.63% (c) 0.17% (0.62)% (0.40)% 0.21% 1.14% (c) Ratio of net investment income to average net assets before waiver & reimbursement 3.56% (c) 0.12% (0.65)% (0.43)% 0.12% 1.14% (c) Portfolio turnover rate 61.80% 148.25% 114.00% 111.97% 63.10% 0.21% (a) For the period August 6, 1997 (Commencement of Operations) to October 31, 1997 (b) For periods of less than a full year, total return is not annualized See accompanying notes which are an intgral part of the financial statements.
Florida Street Growth Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 1. ORGANIZATION Florida Street Growth Fund (the "Fund") was organized as a series of the AmeriPrime Funds (the "Trust") on June 10, 1997 and commenced operations on August 6, 1997. 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's investment objective is to provide long term growth of capital. The investment advisor to the Fund is CommonWealth Advisors, 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 opinion of the Fund's Advisor, 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 the 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 services, 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 the 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 comply with federal tax rules regarding distribution of substantially all of its net investment income and capital gains. These rules may cause multiple distributions during the course of the 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. Florida Street Growth Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Advisor currently manages the Fund's investments pursuant to an interim management agreement. Walter Morales, President of the Advisor, is responsible for the day-to-day management of the Fund. On November 30, 2001, the Board of Trustees determined that the previous management agreement would not be considered for renewal because the Board was dissatisfied with the services provided by the Advisor. Instead of renewing the previous management agreement, the Trustees allowed the previous management agreement to expire. The Trustees approved an interim management agreement between the Trust and the Advisor on February 7, 2002. The interim agreement, dated January 28, 2002 has not been approved by the shareholders of the Fund and will terminate on June 26, 2002. Under the terms of both the previous management agreement and the interim management 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, Rule 12b-1 expenses and extraordinary 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 computed and accrued daily and paid monthly at an annual rate of 1.35% of the average daily net assets of the Fund. It should be noted that most investment companies pay their own operating expenses directly, while the Funds' expenses, except those specified above, are paid by the Advisor. For the six months ended April 30, 2002, the Advisor received a fee of $21,158 from the Fund. The Advisor has voluntarily agreed to reimburse fees and other expenses of the non-interested person Trustees to the extent necessary to maintain total operating expenses at the annual rate of 1.35%. For the six months ended April 30, 2002, the Advisor reimbursed trustee fees of $1,090. The Fund has retained Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., 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 management agreement. A Trustee and the officers of the Trust are members of management and /or employees of Unified. The Fund retained Unified Financial Securities, Inc., a wholly owned subsidiary of Unified Financial Services, Inc., to act as the principal distributor of the Fund's shares. A Trustee and officer of the Trust may be deemed to be an affiliate of Unified Financial Securities, Inc. There were no payments made to Unified Financial Securities, Inc. for the six months ended April 30, 2002. NOTE 4. INVESTMENTS For the six months ended April 30, 2002, purchases and sales of investment securities, other than short-term investments, aggregated $4,136,581 and $4,271,900, respectively. The gross unrealized appreciation for all securities totaled $177,055 and the gross unrealized depreciation for all securities totaled $83,786 for a net unrealized appreciation of $93,269. The aggregate cost of securities for federal income tax purposes at April 30, 2002 was $2,889,270. 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 six months. Actual results could differ from those estimates. Florida Street Growth Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 6. RELATED PARTY TRANSACTIONS The Advisor is not a registered broker-dealer of securities and thus does not receive commissions on trades made on behalf of the Fund. 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 April 30, 2002, Charles Schwab & Co. held for the benefit of others in aggregate more than 97% of the Fund. NOTE 7. SUBSEQUENT EVENTS At a meeting of the Board of Trustees on April 3, 2002 the Board of Trustees determined that a change in investment advisor and approval of a sub-advisor was in the best interests of the Fund shareholders. The advisor to the Fund was CommonWealth Advisors, Inc. The Board of Trustees approved a new management agreement pursuant to which Aegis Asset Management, Inc. ("Aegis") would serve as advisor to the Fund, and approved a new sub-advisory agreement between Aegis and Arcadia Investment Management Corporation ("Arcadia"), both subject to shareholder approval. At a special meeting of shareholders held on May 24, 2002, shareholders approved the new management agreement between the Fund and Aegis and the new sub-advisory agreement between Aegis and Arcadia. The terms of the new management agreement are substantially similar to the previous management agreement with CommonWealth Advisors, Inc., except that Aegis replaced CommonWealth Advisors, Inc., as the Fund's advisor, and Aegis is specifically authorized to delegate its obligations under the new management agreement to a sub-advisor. In conjunction with the approval of the agreements, the name of the Fund was changed to the "Westcott Large-Cap Growth Fund." Another shareholder meeting was held on May 29, 2002, at which meeting Gary E. Hippenstiel, Mark W. Muller, Kenneth D. Trumpfheller and Richard J. Wright, Jr. were elected to serve on the Board of Trustees. April 30, 2002 Dear Shareholder: For a discussion of the Fund's performance during the six months ended April 30, 2002, please see the 'Management Discussion' in the semi-annual report. While many managers complain of the challenging environment, I welcome it. My strong preference for integrity in both management and financial statements no longer handicaps returns as it did during parts of the nineties. During the period, our rather high concentration on companies geared to capital investment yielded to a greater emphasis on consumables. More of our money is now invested in companies whose products wear out or are consumed rapidly. Pills, paper products, injection needles and even welding supplies fall into this category. We also wound up with larger cash balances than we normally carry. As good marathon runners know, it is performance on the downhill sections that determines the order of finish. We are an equity fund and will absorb some punishment during down markets, but my, and presumably your, pain tolerance is limited. Too many investors will quit the race because of damage from the bear leg. I want our shareholders to know the thrill of competing in the race. Marathon Value Portfolio ("MVP") continues to give you diverse and wide exposure to different areas of investment. We now have over 6% of our assets in overseas stock markets. Meanwhile our domestic portfolio includes companies that fall within both the `value' and `growth' categories. We are invested in a broad assortment of businesses. You may refer to our web site at www.marathonvalue.com for more information on the Fund. In the first six months of the current fiscal year, I invested an additional $80,000 of personal funds in MVP. I expect to continue to invest more in the Fund so that our fortunes are linked. Thank you for your confidence in MVP and heartfelt thanks to those who have referred family and friends to the Fund. Sincerely, Marc S. Heilweil For a prospectus and more information, including charges and expenses, call toll free 1-800-788-6086. The prospectus should be read carefully before investing. Past performance does not guarantee future results. Shares when redeemed may be worth more or less than their original cost. Distributed by Unified Financial Securities, Inc. 431 N. Pennsylvania Street, Indianapolis, IN 46204 Member NASD and SIPC MANAGEMENT DISCUSSION Once again, Marathon Value Portfolio ("Marathon") performed extremely well, substantially beating the S & P 500 benchmark. For the 12-month period ended April 30, 2002, total return of Marathon was +2.59% while for the same period the S & P 500 was down -12.63%. Since inception, March 28, 2000, through April 30, 2002, Marathon's total return was +21.95%; the S & P 500 total return for the same period was -26.69%. PERFORMANCE SUMMARY - ---------------------------------------------------------------------------------------------------------------------- Returns for the period March 28, 2000 through April 30, 2002 - ---------------------------------------------------------------------------------------------------------------------- - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- 2000* 2001 12 Months Total Return Average Annual Final Value of a Return Since Since Inception* Inception* $10,000 Investment - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- Marathon Value 16.06% 21.95% 9.96% $12,195 Portfolio 4.70% 2.59% - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- S & P 500 Index -11.67% -11.89% -12.63% -26.69% -13.80% $7,331 - ----------------------- ------------- ------------ ------------ ----------------- ---------------- ------------------- - ---------------------------------------------------------------------------------------------------------------------- *March 28, 2000 is the date Spectrum Advisory Services, Inc. assumed management of the Fund. Returns for 2000 are from 03/28/00 through 12/31/00. - ---------------------------------------------------------------------------------------------------------------------- *This chart shows the value of a hypothetical initial investment of $10,000 in the Fund and the S & P 500 Index on March 28, 2000 (commencement of management by Spectrum Advisory) and held through April 30, 2002. The S & P 500 Index is a widely recognized unmanaged index of common stocks. Performance figures reflect the change in value of the stocks in the index, reinvestment of dividends and are not annualized. The index returns do not reflect expenses, which have been deducted from the Fund's return. Periods prior to March 28, 2000, when another investment advisor managed the Fund, are not shown. The performance table and the graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND'S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS. The period showed an improved stock market performance, as it became obvious that conditions were ripe for more improvement in economic activities. Monetary ease, government spending and inventory replenishment helped kick start the economy. Because we anticipated recovery, we started the period with heavy exposure to the manufacturing sector. As the valuations of these companies rose, we reduced this overexposure. We found more attractive values in stocks such as Merck (-16.1%*), Kimberly Clark (+17.3%), BJ Services (+43.6%) and Becton Dickinson (+3.8%). These companies sell products that are regularly consumed and replenished. They are leaders in their markets and have attractive gross margins on their major lines. Our international holdings, especially in Japan, weighed down our results in the period. Nevertheless, the thirteen-year Japanese down cycle has created superior values in what is still the world's second largest economy. In the late eighties, I found myself in a small minority when I questioned the excesses in the Japanese market. Now I find myself in much the same position when I declare that Japan has such a high level of skills and savings that it is likely to emerge soon from its depressed economic and investment condition. In our primary market, the United States, high quality sensible investments can also be found. Take Merck. While in the short run, we have lost money, we should benefit from the company's proven ability to produce breakthroughs in areas of vast medical need. Likewise, 3M (+19.4%) should prosper from its new CEO's application of more discipline to a culture of innovative talent. Berkshire Hathaway (+4.4%) will be one of our holdings that will profit from higher prices in the reinsurance market. Cooper Tire and Rubber (+90%) demonstrated what hard work and calculated risk-taking can do for a company in a very tough industry. As a result, they gained market share in both tires and automotive parts. Lincoln Electric (+34.2%) and Lawson Products (+30.0%) both supply replacement parts to industry. I suppose they combine industrial recovery with the disposable products theme. It is common today to see managements whine about the "tough" environment. There is no such complaint here. The opportunity to purchase solid investments from motivated sellers makes my task both easier and more enjoyable. * As we discuss our portfolio, our figures refer to price appreciation or decline without regard to dividends in the six-month period covered by this report.
Marathon Value Portfolio Schedule of Investments - April 30, 2002 (Unaudited) Common Stocks - 76.7% Shares Value Advertising - 0.6% The Interpublic Group of Companies, Inc. 2,000 $ 61,760 -------------- Aerospace-Defense - 0.9% Northrop Grumman Corp. 700 84,462 Spacehab, Inc. (a) 2,400 2,761 -------------- 87,223 -------------- Agricultural Products - 0.5% Delta & Pine Land Co. 2,000 49,260 -------------- Apparel & Access - 1.6% Jones Apparel Group, Inc. (a) 3,900 151,905 -------------- Banking - 3.2% Mitsubishi Tokyo Financial Group, Inc. (a)(c) 7,200 50,112 SouthTrust Corp. 3,900 104,052 US Bancorp 6,530 154,761 -------------- 308,925 -------------- Biotechnology - 2.1% Amgen, Inc. (a) 2,300 121,624 Entremed, Inc. (a) 1,800 85,176 -------------- 206,800 -------------- Broadcasting & Cable - 1.1% Liberty Media Group A 10,000 107,000 -------------- Building Materials - 0.5% Masco Corp. 1,700 47,770 -------------- Commodity Chemicals - 0.7% DSM NV 1,500 67,588 -------------- Computer Hardware - 0.6% Sun Microsystems, Inc. (a) 7,000 57,260 -------------- Conglomerates - 2.0% 3M Co. 1,500 188,700 -------------- Construction Materials - 2.2% Martin Marietta Materials, Inc. 3,200 124,672 Vulcan Materials Co. 1,800 82,836 -------------- 207,508 -------------- Data Processing Services - 2.3% First Data Corp. 2,800 222,572 -------------- Diverse Commercial Services - 1.7% IMS Health, Inc. 6,500 133,965 Lawson Products, Inc. 1,000 32,050 -------------- 166,015 -------------- Marathon Value Portfolio Schedule of Investments - April 30, 2002 (Unaudited) - continued Common Stocks 76.7% - continued Shares Value Diverse Financial Services - 1.4% Moody's Corp. 96,692 $ 139,456 -------------- Drug Retail - 0.5% Rite Aid Corp. (a) 15,000 47,550 -------------- Electric Utilities - 0.7% Dominion Resources, Inc. 2,800 69,860 -------------- Electrical Equipment & Instruments - 0.9% Sanmina Corp. (a) 1,768 18,387 Vishay Intertechnology, Inc. (a) 3,000 65,970 -------------- 84,357 -------------- Food Retail - 0.4% Delhaize America, Inc. (a)(c) 1,900 36,974 -------------- Forest Products - 1.2% Plum Creek Timber Co. 3,670 111,752 -------------- General Merchandise Stores - 1.8% Costco Wholesale Corp. (a) 4,300 172,860 -------------- Healthcare Distribution & Services - 1.4% Cardinal Health, Inc. 2,000 138,500 -------------- Healthcare Equipment - 3.3% Applera Corp. - Applied Biosystems Group 4,000 68,480 Becton, Dickinson & Co. 6,700 249,039 -------------- 317,519 -------------- Home Furnishings - 1.0% Leggett & Platt, Inc. 3,800 99,940 -------------- Household Products - 2.1% Kimberly Clark Corp. 3,100 201,872 -------------- Housewares & Specialties - 0.9% Tupperware Corp. 3,900 89,544 -------------- Industrial Conglomerates - 0.4% Tyco International Ltd. 2,000 36,900 -------------- Marathon Value Portfolio Schedule of Investments - April 30, 2002 (Unaudited) - continued Common Stocks - 76.7% - continued Shares Value Industrial Machinery - 2.4% Lincoln Electric Holdings, Inc. 2,000 $ 56,800 Dionex Corp. (a) 806 53,535 Eaton Corp. 4,400 52,316 Illinois Tool Works, Inc. 1,000 72,100 -------------- 234,751 -------------- Integrated Oil & Gas - 2.9% BP Amoco Plc (c) 2,400 121,920 Phillips Petroleum Co. 2,700 161,487 -------------- 283,407 -------------- Integrated Telecommunications Services - 0.4% BellSouth Corp. 1,400 42,490 CoreComm Limited (a) 6,500 455 -------------- 42,945 -------------- IT Consulting & Services - 1.1% Computer Sciences Corp. (a) 1,800 80,730 Safeguard Scientifics, Inc. (a) 10,000 26,200 -------------- 106,930 -------------- Marine - 1.0% Kirby Corp. (a) 3,500 98,175 -------------- Metal & Glass Containers - 1.5% Greif Brothers Corp. - Class B 4,200 142,800 -------------- Multi Utilities - 1.6% Williams Cos., Inc. 8,000 152,800 -------------- Office Electronics - 1.6% Zebra Technologies Corp. - Class A (a) 2,700 153,009 -------------- Oil & Gas Equipment & Services - 2.2% BJ Services Co. (a) 4,500 165,330 Halliburton Co. 3,000 50,970 -------------- 216,300 -------------- Personal Products - 0.6% Elizabeth Arden, Inc. (a) 6,800 53,040 -------------- Pharmaceuticals - 4.4% Abbott Laboratories 3,000 161,850 Bristol-Myers Squibb Co. 2,000 57,600 Merck & Co., Inc. 3,700 201,058 -------------- 420,508 -------------- Property & Casualty Insurance - 4.3% Millea Holdings, Inc. 1,300 51,350 Berkshire Hathaway, Inc. - Class B (a) 100 243,300 Chubb Corp. 1,500 115,050 -------------- 409,700 -------------- Marathon Value Portfolio Schedule of Investments - April 30, 2002 (Unaudited) - continued Common Stocks - 76.7% - continued Shares Value Publishing & Printing - 2.0% Gannett Co., Inc. 1,200 $ 87,960 Wiley (John) & Sons Inc. - Class A 3,800 101,080 -------------- 189,040 -------------- Railroads - 0.6% Florida East Coast Industries, Inc. 2,000 55,800 -------------- Real Estate Investment Trusts - 3.2% Alexanders, Inc. 700 46,935 Crescent Real Estate Equities Co. 6,000 117,720 Eastgroup Properties, Inc. 800 67,688 Federal Realty Investment Trust 2,800 75,460 -------------- 307,803 -------------- Real Estate Mortgage & Development - 1.1% Avatar Holdings, Inc. 1,500 40,500 Trizec Hahn Corp. 4,500 69,795 -------------- 110,295 -------------- Restaurants - 1.1% McDonald's Corp. 3,600 102,240 -------------- Semiconductor Equipment - 1.1% Axcelis Technologies, Inc. (a) 2,186 31,478 Texas Instruments, Inc. 2,300 71,139 -------------- 102,617 -------------- Soft Drinks - 2.2% Panamerican Beverage, Inc. - Class A 5,800 104,400 Coca Cola Co. 2,000 111,020 -------------- 215,420 -------------- Specialty Chemicals - 2.2% PPG Industries, Inc. 4,100 214,471 -------------- Systems Software - 1.0% Microsoft Corp. (a) 1,800 94,068 -------------- Telecommunications Equipment - 0.5% CommScope, Inc. (a) 3,100 49,228 -------------- Tires & Rubber - 1.5% Cooper Tire & Rubber Co. 5,700 141,360 -------------- TOTAL COMMON STOCKS (Cost $6,767,843) $ 7,374,077 -------------- Marathon Value Portfolio Schedule of Investments - April 30, 2002 (Unaudited) - continued Principal Amount Value COMMERCIAL PAPER - 18.7% American Express, 1.74%, 05/02/02 1,100,000 $ 1,100,000 Galaxy Funding, 1.75%, 05/07/02 700,000 700,000 -------------- Total Commercial Paper (Cost $1,800,000) 1,800,000 -------------- CORPORATE BONDS - 4.0% Allegiance Telecom, 12.875%, 05/15/2008 95,286 $ 31,875 Avatar Holdings, 7.00%, 04/01/2005 27,787 30,338 Dollar General Corp., 8.625%, 06/15/10 252,832 238,955 Unifi, Inc., 6.50%, 02/01/08 80,715 82,147 -------------- Total Corporate Bonds (Cost $456,620) 383,315 -------------- MONEY MARKET SECURITIES - 0.2% Huntington Money Fund - Investment A, 0.74% (b) (Cost $23,186) 23,186 23,186 -------------- TOTAL INVESTMENTS - 99.6% (Cost $9,047,649) $ 9,580,578 -------------- Other assets in excess of liabilities - 0.4% 40,641 -------------- TOTAL NET ASSETS - 100.0% $ 9,621,219 ============== (a) Non-income producing (b) Variable rate security; the coupon rate shown represents the rate at April 30, 2002. (c) American Depositary Receipt
Marathon Value Portfolio April 30, 2002 Statement of Assets & Liabilities (Unaudited) Assets Investment in securities (Cost $9,047,649) $ 9,580,578 Dividends receivable 5,252 Interest receivable 17,864 Receivable for investments sold 72,998 Receivable for fund shares sold 3,942 Other assets 182 --------------------- Total Assets 9,680,816 Liabilities Payable investments purchased 37,618 Accrued investment advisory fee payable 19,171 Trustee fees accrued 2,808 Total Liabilities 59,597 --------------------- Net Assets $ 9,621,219 ===================== Net Assets consist of: Paid-in capital $ 9,148,671 Accumulated undistributed net investment income (loss) 23,471 Accumulated net realized gain (loss) on investments (71,507) Accumulated net realized gain (loss) on options transactions (12,345) Net unrealized appreciation (depreciation) on investments 532,929 --------------------- Net Assets, for 863,060 shares $ 9,621,219 ===================== Net Asset Value Net Assets Offering price and redemption price per share ($9,621,219/863,060) $ 11.15 =====================
Marathon Value Portfolio Statement of Operations For the six months ended April 30, 2002 (Unaudited) Investment Income Dividend income (net of $274 in foreign taxes withheld) $ 54,656 Interest income 48,017 -------------------- Total Income 102,673 Expenses Investment advisory fee 53,236 Trustees' fees 1,703 -------------------- Total operating expenses before reimbursement 54,939 Expenses reimbursed by advisor (425) -------------------- Total operating expenses 54,514 -------------------- Net Investment Income 48,159 ==================== Realized & Unrealized Gain (Loss) Net realized gain (loss) on securities transactions 24,993 Change in net unrealized appreciation (depreciation) on investment securities 396,611 -------------------- Net gain (loss) on investment securities 421,604 -------------------- Net increase (decrease) in net assets resulting from operations $ 469,763 ====================
Marathon Value Portfolio Statement of Changes in Net Assets Six months ended Year April 30, ended 2002 October 31, (Unaudited) 2001 ----------------- ------------------- Increase (Decrease) in Net Assets Operations Net investment income (loss) $ 48,159 $ 79,584 Net realized gain (loss) on investment securities 24,993 61,124 Change in net unrealized appreciation (depreciation ) 396,611 (39,582) ----------------- ------------------- Net increase (decrease) in net assets resulting from operations 469,763 101,126 ----------------- ------------------- Distributions to shareholders From net investment income (88,490) (35,340) From net realized gain 0 0 ----------------- ------------------- Total distributions (88,490) (35,340) ----------------- ------------------- Share Transactions Net proceeds from sale of shares 1,913,898 3,431,820 Shares issued in reinvestment of distributions 82,200 33,310 Shares redeemed (50,335) (18,504) ----------------- ------------------- Net increase (decrease) in net assets resulting from share transactions 1,945,763 3,446,626 ----------------- ------------------- Total increase (decrease) in net assets 2,327,036 3,512,412 Net Assets Beginning of year 7,294,183 3,781,771 ----------------- ------------------- End of year [including accumulated net investment income (loss) of $23,471 and $19,574, respectively] $ 9,621,219 $ 7,294,183 ================= =================== Capital Share Transactions Shares sold 173,807 320,512 Shares issued in reinvestment of distributions 7,632 3,104 Shares repurchased (4,497) (1,749) ----------------- ------------------- Net increase (decrease) from capital transactions 176,942 321,867 ================= ===================
Marathon Value Portfolio Financial Highlights Six months ended Year Year Year Period April 30, ended ended ended ended 2002 October 31, October 31, October 31, October 31, (Unaudited) 2001 2000 1999 1998 (a) -------------- ------------ ------------ ------------ ------------ Selected Per Share Data Net asset value, beginning of period $ 10.63 $ 10.38 $ 9.23 $ 8.48 $ 10.00 -------------- ------------ ------------ ------------ ------------ Income from investment operations Net investment income (loss) 0.06 0.16 0.08 (0.01) 0.02 Net realized and unrealized gain (loss) 0.34 0.18 1.07 0.78 (1.54) -------------- ------------ ------------ ------------ ------------ Total from investment operations 0.40 0.34 1.15 0.77 (1.52) -------------- ------------ ------------ ------------ ------------ Less distributions From net investment income (loss) 0.12 (0.09) 0.00 (0.02) 0.00 From realized gain 0.00 0.00 0.00 0.00 0.00 Net asset value, end of period $ 11.15 $ 10.63 $ 10.38 $ 9.23 $ 8.48 ============== ============ ============ ============ ============ Total Return 6.06% (b) 3.24% 12.46% (d) 9.04% (15.20)(b) Ratios and Supplemental Data Net assets, end of period (000) $9,621 $7,294 $3,782 $4,116 $3,259 Ratio of expenses to average net assets 1.28% (e) 1.28% 1.42% (c) 1.48% 1.47% (e) Ratio of expenses to average net assets before reimbursement 1.29% (e) 1.29% 1.49% 1.51% 1.50% (e) Ratio of net investment income (loss) to average net assets 1.13% (e) 1.45% 0.85% (0.07)% 0.36% (e) Ratio of net investment income (loss) to average net assets before reimbursement 1.12% (e) 1.45% 0.79% (0.11)% 0.33% (e) Portfolio turnover rate 17.55% 60.79% 207.02% 140.37% 61.04% (e) (a) March 12, 1998 (commencement of operations) to October 31, 1998 (b) For periods of less than a full year, the total return is not annualized. (c) The rate for the fiscal year ended October 31, 2000 is higher than the rate in the current prospectus due to activity by the predecessor advisor. The predecessor advisor charged higher fees. (d) Effective March 28, 2000 the Fund obtained a new advisor. The total return from March 28, 2000 (date of change in adviser) through October 31, 2000 was 11.37%. (e) Annualized.
Marathon Value Portfolio Notes To Financial Statements April 30, 2002 (Unaudited) NOTE 1. ORGANIZATION Marathon Value Portfolio (the "Fund") was organized as a series of AmeriPrime Funds (the "Trust") on December 29, 1997 and commenced operations on March 12, 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 investment advisor to the Fund is Spectrum Advisory Services, 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 Valuation - 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 by guidelines adopted 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 values 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. Marathon Value Portfolio Notes To Financial Statements April 30, 2002 (Unaudited) NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued 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 security 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. Foreign currency translation - The books and records of the Fund are maintained in United States (U.S.) dollars. Foreign currencies, investments and other assets and liabilities are translated, as applicable, into U.S. dollars at the exchange rates prevailing at the end of each business day. Purchases and sales of investment securities, income and expenses are translated at the exchange rate prevailing on the respective dates of such transactions. Unrealized gains and losses, which result from changes in foreign exchange rates and/or changes in market prices of securities, have been included in net unrealized appreciation/depreciation on investments. 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. NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund Advisor is Spectrum Advisory Services, Inc. Marc S. Heilweil, President of the Advisor and controlling shareholder of the Fund, is primarily responsible for the day-to-day management of the Fund's portfolio. Under the terms of the management agreement (the "Agreement"), the Advisor manages the Fund's investments subject to approval of the Board and pays all 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 the non-interested person Trustees, Rule 12b-1 distribution expenses, and extraordinary 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 computed and accrued daily and paid monthly at an annual rate of 1.25% of the average daily net assets of the Fund. It should be noted that most investment companies pay their own operating expenses directly, while the Advisor pays the Fund's expenses, except those specified above. For the six months ended April 30, 2002, the Advisor earned a fee of $53,236 from the Fund. The Advisor has contractually agreed to reimburse the Fund for the fees and expenses of the non-interested person Trustees, but only to the extent necessary to maintain the Fund's total annual operating expense ratio at 1.28% of average daily net assets through February 28, 2006. For the year ended April 30, 2002, the advisor has reimbursed expenses of $425. The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Fund's business affairs and provide the Fund with administrative, transfer Marathon Value Portfolio Notes To Financial Statements April 30, 2002 (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES- continued 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 management agreement. A Trustee and the officers of the Trust are members of and /or employees of Unified. The Fund retains Unified Financial Securities, Inc., a wholly owned subsidiary of Unified Financial Services, Inc., to act as the principal distributor of the Fund's shares. There were no payments made to either distributor during the six months ended April 30, 2002. A Trustee and officer of the Trust may be deemed to be an affiliate of Unified Financial Securities, Inc. NOTE 4. INVESTMENTS For the six months ended April 30, 2002, purchases and sales of investment securities, other than short-term investments, aggregated $2,659,391 and $1,232,074, respectively. As of April 30, 2002, the unrealized appreciation for all securities totaled $1,121,921 and the unrealized depreciation for all securities totaled $588,992 for a net unrealized appreciation of $532,929. The aggregate cost of securities for federal income tax purposes at April 30, 2002 was $9,047,649. 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. NOTE 6. RELATED PARTY TRANSACTIONS The Advisor is not a registered broker-dealer of securities and thus does not receive commissions on trades made on behalf of the Fund. 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 April 30, 2002, Charles Schwab & Co. held an omnibus account for the benefit of others amounting to 69.97% of the Fund. NOTE 7. RISKS RELATING TO FOREIGN SECURITY INVESTMENTS Securities in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates may therefore affect the value of the Fund's portfolio. Foreign investments involve special risks not applicable to investments in securities of U.S. issuers. Such securities risks include: imposition of exchange controls or currency devaluations; less extensive regulation of foreign brokers, securities markets and issuers; political, economic or social instability; less publicly available information and less liquidity in the market for such securities; different accounting standards and reporting obligations; foreign economies differ from the U.S. economy (favorably or unfavorably) in areas such as gross domestic product, rates of inflation, unemployment, currency depreciation and balance of payments positions; possibility of expropriation (the taking of property or amending of property rights by a foreign government) or foreign ownership limitations; and excessive or confiscatory taxation. AAM Equity Fund Schedule of Investments April 30, 2002 (Unaudited) Common Stocks - 92.7% Shares Value Aerospace & Defense - 1.4% General Dynamics Corp. 1,000 $ 97,090 ------------------ Aircraft - 1.3% Northrop Grumman Corp. 750 90,495 ------------------ Beverages - 2.7% Coca-Cola Co. 3,500 194,285 ------------------ Biological Products (No Diagnostic Substances) - 1.9% Amgen, Inc. (a) 2,500 132,200 ------------------ Cable & Other Pay Television Services - 1.5% Liberty Media Corp. (a) 10,000 107,000 ------------------ Chemicals & Allied Products - 1.8% Dow Chemical Co. 4,000 127,200 ------------------ Computer Communication Equipment - 1.6% Cisco Systems, Inc. (a) 7,500 109,875 ------------------ Computer Storage Devices - 1.3% EMC Corp. (a) 10,000 91,400 ------------------ Computers & Office Equipment - 2.6% Hewlett-Packard Co. 6,000 102,600 International Business Machines Corp. 1,000 83,760 ------------------ 186,360 ------------------ Converted Paper & Paperboard Products (No Containers/Boxes) - 2.7% Avery Dennison Corp. 3,000 192,150 ------------------ Electrical Services - 4.4% Dominion Resources, Inc. 3,000 199,260 Duke Energy Corp. 3,000 114,990 ------------------ 314,250 ------------------ Electronic Computers - 1.2% Sun Microsystems, Inc. (a) 10,000 81,800 ------------------ Electronic Instruments - 1.5% Emerson Electric Co. 2,000 106,780 ------------------ Finance Services - 2.3% American Express Co. 4,000 164,040 ------------------ AAM Equity Fund Schedule of Investments April 30, 2002 (Unaudited) - continued Common Stocks - 92.7% - continued Shares Value Fire, Marine, Casualty Insurance - 3.7% American International Group, Inc. 2,000 $ 138,240 Berkshire Hathaway, Inc. - Class B 50 121,650 ------------------ 259,890 ------------------ Hospital & Medical Service Plans - 2.1% Trigon Healthcare, Inc. (a) 1,500 150,990 ------------------ Insurance - 1.5% Markel Corp. (a) 500 109,000 ------------------ Life Insurance - 2.1% Jefferson-Pilot Corp. 3,000 150,240 ------------------ Malt Beverages - 2.6% Anheuser-Busch Co., Inc. 3,500 185,500 ------------------ National Commercial Banks - 8.1% Bank of America Corp. 2,000 144,960 BB&T Corp. 3,500 133,280 Citigroup, Inc. 3,000 129,900 SunTrust Banks, Inc. 2,500 169,950 ------------------ 578,090 ------------------ Oil, Gas, Field Services - 2.3% Schlumberger LTD 3,000 164,250 ------------------ Personal Credit Institutions - 1.7% Capital One Financial Corp. 2,000 119,780 ------------------ Petroleum Refining - 9.8% BP Plc ADR (c) 2,500 127,000 ChevronTexaco Corp. 1,500 130,065 Conoco, Inc. - Class A 5,000 140,250 Exxon Corp. 4,000 160,680 Murphy Oil Corp. 1,500 141,525 ------------------ 699,520 ------------------ Pharmaceutical Preparations - 8.0% Bristol-Myers Squibb, Inc. 2,500 72,000 Johnson & Johnson 2,000 127,720 Merck & Co., Inc. 2,500 135,850 Schering-Plough Corp. 4,500 122,850 Wyeth 1,800 102,600 ------------------ 561,020 ------------------ AAM Fund Schedule of Investments April 30, 2002 (Unaudited) - continued Common Stocks - 92.7% - continued Shares Value Primary Production of Aluminum - 1.9% Alcoa, Inc. 4,000 $ 136,120 ------------------ Retail - Drug Stores & Proprietary Stores - 1.9% Walgreen Co. 3,500 132,195 ------------------ Retail - Radio TV & Consumer Electronics Stores - 2.4% Circuit City Stores, Inc. 8,000 172,480 ------------------ Rolling Drawing & Extruding of Nonferrous Metals - 2.6% Tredegar Industries, Inc. 8,000 183,600 ------------------ Semiconductors & Related Device - 1.6% Intel Corp. 4,000 114,440 ------------------ Services - Computer Integrated Systems Design - 1.8% General Electric Co. 4,000 126,200 ------------------ Services - Computer Programming, Data Processing - 1.3% AOL Time Warner, Inc. (a) 5,000 95,100 ------------------ Services - Miscellaneous Amusement & Recreation - 2.1% Walt Disney Co. 6,500 150,670 ------------------ Services - Motion Picture & Video Tape Production - 2.0% Fox Entertainment Group, Inc. - Class A (a) 6,000 141,600 ------------------ Services - Prepackaged Software - 1.5% Microsoft Corp. 2,000 104,520 ------------------ Telephone Communications (No Radio Telephone) - 1.7% SBC Communications, Inc. 4,000 124,240 ------------------ Wholesale - Groceries & Related Products - 1.8% Sysco Corp. 4,500 130,545 ------------------ TOTAL COMMON STOCKS (Cost $6,496,908) $ 6,584,915 ------------------ AAM Equity Fund Schedule of Investments April 30, 2002 (Unaudited) - continued Principle Value Money Market Securities - 7.1% Huntington Money Fund - Investment A, 0.78%, (Cost $504,469) 504,469 $ 504,469 ------------------ TOTAL INVESTMENTS (Cost $7,001,377) - 99.8% 7,089,384 ------------------ Cash and other assets less liabilities - 0.2% 12,812 ------------------ TOTAL NET ASSETS - 100.0% $ 7,102,196 ================== (a) Non-income producing. (b) Variable rate security; the coupon rate shown represents the rate at April 30, 2002. (c) American Depository Receipt See accompanying notes which are an itegral part of the financial statements.
AAM Equity Fund Statement of Assets and Liabilities April 30, 2002 (Unaudited) Assets Investments in securities, at value (cost $7,001,377) $ 7,089,384 Interest receivable 287 Dividends receivable 3,310 Deferred organizational costs 7,218 Due from advisor 4,182 --------------- Total assets 7,104,381 --------------- Liabilities Other payables and accrued expenses 2,185 --------------- Total liabilities 2,185 --------------- Net Assets $ 7,102,196 =============== Net Assets consist of: Paid in capital 7,183,769 Accumulated net investment income (loss) (1,425) Accumulated net realized gain (loss) on investments (168,155) Net unrealized appreciation (depreciation) on investments 88,007 --------------- Net Assets, for 691,780 shares $ 7,102,196 =============== Net Assets Value Net Assets Offering price and redemption price per share ($7,102,196 / 691,780) $ 10.27 =============== See accompanying notes which are an integral part of the financial statements.
AAM Equity Fund Statement of Operations Six months ended April 30, 2002 (Unaudited) Investment Income Dividend income $ 37,388 Interest income 2,100 ------------- Total Income 39,488 ------------- Expenses Investment advisor fee 35,190 Organizational expenses 3,062 Trustee expenses 1,090 ------------- Total Expenses 39,342 Expenses waived by advisor (4,152) ------------- Total operating expenses 35,190 ------------- Net Investment Income (Loss) 4,298 ------------- Realized & Unrealized Gain (Loss) Net realized gain (loss) on investment securities 38,535 Change in net unrealized appreciation (depreciation) on investment securities 279,837 ------------- Net realized and unrealized gain (loss) on investment securities 318,372 ------------- Net increase (decrease) in net assets resulting from operations $ 322,670 ============= See accompanying notes which are an integral part of the financial statements.
AAM Equity Fund Statement of Changes in Net Assets Year Six months ended ended April 30, 2002 October 31, Increase (Decrease) in Net Assets (Unaudited) 2001 ----------------- ----------------- Operations Net investment gain (loss) $ 4,298 $ 24,613 Net realized gain (loss) on investment securities 38,535 (84,324) Change in net unrealized appreciation (depreciation) 279,837 (890,344) ----------------- ----------------- Net increase (decrease) in net assets resulting from operations 322,670 (950,055) ----------------- ----------------- Distributions From net investment income (28,581) (11,870) From net realized gain 0 0 ----------------- ----------------- Total distributions (28,581) (11,870) ----------------- ----------------- Capital Share Transactions Proceeds from shares sold 2,600,803 1,884,619 Reinvestment of distributions 21,791 9,397 Amount paid for shares repurchased (1,185,415) (855,693) ----------------- ----------------- Net increase (decrease) in net assets resulting from share transactions 1,437,179 1,038,323 ----------------- ----------------- Total Increase (Decrease) in Net Assets 1,731,268 76,398 ----------------- ----------------- Net Assets Beginning of period 5,370,928 5,294,530 ----------------- ----------------- End of period [includes accumulated undistributed net $ 7,102,196 $ 5,370,928 ================= ================= investment income (loss) of $(1,425) and $22,858, respectively.] Capital Share Transactions Shares sold 247,276 177,186 Shares issued in reinvestment of distributions 2,138 829 Shares repurchased (115,546) (79,125) ----------------- ----------------- Net increase (decrease) from capital transactions 133,868 98,890 ================= ================= See accompanying notes which are an integral part of the financial statements.
AAM Equity Fund Financial Highlights Year Year Year Period Six months ended ended ended ended ended April 30, 2002 October 31, October 31, October 31, October 31, (Unaudited) 2001 2000 1999 1998 (a) ----------------- ------------ ----------- ----------- ----------- Selected Per Share Data Net asset value, beginning of period $ 9.63 $ 11.53 $ 10.99 $ 9.43 $ 10.00 ----------------- ------------ ----------- ----------- ----------- Income from investment operations Net investment income (loss) 0.01 0.05 0.03 0.05 0.03 Net realized and unrealized gain (loss) 0.68 (1.92) 0.55 1.53 (0.60) ----------------- ------------ ----------- ----------- ----------- Total from investment operations 0.69 (1.87) 0.58 1.58 (0.57) ----------------- ------------ ----------- ----------- ----------- Less Distributions to shareholders: From net investment income (0.05) (0.03) (0.04) (0.02) 0.00 From net realized gain 0.00 0.00 0.00 0.00 0.00 ----------------- ------------ ----------- ----------- ----------- Total distributions (0.05) (0.03) (0.04) (0.02) 0.00 ----------------- ------------ ----------- ----------- ----------- Net asset value, end of period $ 10.27 $ 9.63 $ 11.53 $ 10.99 $ 9.43 ================= ============ =========== =========== =========== Total Return 7.19% (b) (16.28)% 5.28% 16.74% (5.70)(b) Ratios and Supplemental Data Net assets, end of period (000) $ 7,102 $5,371 $5,295 $4,337 $2,852 Ratio of expenses to average net assets 1.15% (c) 1.15% 1.15% 1.15% 1.14% (c) Ratio of expenses to average net assets before waiver & reimbursement 1.29% (c) 1.30% 1.35% 1.35% 1.40% (c) Ratio of net investment income to average net assets 0.14% (c) 0.46% 0.22% 0.43% 0.90% (c) Ratio of net investment income to average net assets before waiver & reimbursement 0.48% (c) 0.30% 0.02% 0.23% 0.64% (c) Portfolio turnover rate 17.28% 21.63% 32.79% 27.34% 4.86% (a) June 30, 1998 (commencement of operations) to October 31, 1998. (b) For periods of less than a full year, total return is not annualized. (c) Annualized
AAM Equity Fund Notes to Financial Statements April 30, 2002 (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 investment advisor to the Fund is Appalachian Asset Management (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. AAM Equity Fund Notes to Financial Statements April 30, 2002 (Unaudited) NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES The Fund's advisor is Appalachian Asset Management, Inc ("AAM"). In February 2002, AAM announced that it would be acquired by KI&T Holdings, Inc. ("KI&T") and Argent Financial Group, Inc. ("Argent"). Pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), a transaction that results in a change of control of an investment adviser may be deemed an "assignment." The Investment Company Act further provides that a management agreement will automatically terminate in the event of an assignment. In anticipation of the transaction described above and resulting termination of the old management agreement, a special meeting of shareholders was held on April 5, 2002. The shareholders approved a new management agreement that is substantially identical in all material respects to the current management agreement. The new agreement will be effective on the date of the change of control. Under the terms of the current management 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, interest, fees and expenses of non-interested person Trustees, and extraordinary 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, 2002, the Advisor earned a fee of $35,190 from the Fund. The Advisor has contractually agreed to reimburse the Fund for the fees and expenses of the non-interested person Trustees incurred by the Fund through February 28, 2003, 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, 2002, the Advisor reimbursed Trustees' fees and organizational expenses of $4,152. The Fund retains Unified Fund Services, Inc. ("Unified"), a wholly owned subsidiary of Unified Financial Services, Inc., to manage the Fund's business affairs and to 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., a wholly owned subsidiary of Unified Financial Services, Inc., to act as the principal distributor of its shares. There were no payments made to Unified Financial Securities, Inc. during the six-months ended April 30, 2002. A Trustee and officer of the Trust may be deemed to be an affiliate of Unified Financial Securities, Inc. NOTE 4. INVESTMENTS For the six-months ended April 30, 2002, purchases and sales of investment securities, other than short-term investments, aggregated $2,239,286 and $962,414, respectively. At April 30, 2002, the unrealized appreciation for all securities totaled $791,861 and the unrealized depreciation for all securities totaled $703,854 for a net unrealized appreciation of $88,007. The aggregate cost of securities for federal income tax purposes at April 30, 2002, was $7,001,377. 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. NOTE 6. RELATED PARTY TRANSACTIONS The Advisor is not a registered broker-dealer of securities and thus does not receive commissions on trades made on behalf of the Fund. 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 April 30, 2002, National Financial Services Corp. held for the benefit of others in aggregate more than 54% of the Fund. AAM Equity Fund Notes to Financial Statements April 30, 2002 (Unaudited) 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. NOTE 8. SUBSEQUENT EVENTS The new management agreement with AAM, which was approved by shareholders at a meeting held on April 5, 2002, was effective on May 23, 2002. AAM is now 50% owned by KI&T and 50% owned by Argent. Another shareholder meeting was held on May 29, 2002, at which meeting Gary E. Hippenstiel, Mark W. Muller, Kenneth D. Trumpfheller and Richard J. Wright, Jr. were elected to serve on the Board of Trustees. -----END PRIVACY-ENHANCED MESSAGE-----