VALUE LINE INC - Annual Report: 2007 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
x
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
fiscal year ended April
30, 2007
or
o
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
transition period from _____________________________________ to
__________________________________
Commission
file number: 0-11306
VALUE
LINE, INC.
(Exact
name of registrant as specified in its charter)
New
York
|
13-3139843
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
220
East 42nd Street, New York, New York
|
10017-5891
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's telephone number, including area code (212) 907-1500 | |
Securities registered pursuant to Section 12(b) of the Act: | |
The
NASDAQ Stock Market LLC
|
|
(Title
of class)
|
(Name
of each exchange on which registered)
|
Securities
registered pursuant to Section 12(g) of the Act:
None
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. o
Yes
x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. o
Yes x No
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15 (d) of the
Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. x
Yes o No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o Accelerated
filer o Non-accelerated
filer x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o No
x
The
aggregate market value of the registrant's voting and non-voting common stock
held by non-affiliates at October 31, 2006, was $71,997,780.
There
were 9,981,600 shares of the registrant’s Common Stock outstanding at June 30,
2007.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s Proxy Statement relating to the registrant’s 2007 Annual
Meeting of Shareholders, to be held on August 30, 2007, are incorporated by
reference into Part III of this Annual Report on Form 10-K where
indicated.
TABLE
OF CONTENTS
PART I
|
||||
Item 1
|
Business
|
3
|
||
Item 1A
|
Risk
Factors
|
11
|
||
Item 1B
|
Unresolved
Staff Comments
|
13
|
||
Item 2
|
Properties
|
13
|
||
Item 3
|
Legal
Proceedings
|
14
|
||
Item 4
|
Submission
of Matters to a Vote of Security Holders
|
14
|
||
PART II
|
||||
Item 5
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
14
|
||
Item 6
|
Selected
Financial Data
|
15
|
||
Item 7
|
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
|
16
|
||
Item 7A
|
Quantitative
and Qualitative Disclosures About Market Risk
|
23
|
||
Item 8
|
Financial
Statements and Supplementary Data
|
25
|
||
Item 9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
26
|
||
Item 9A
|
Controls
and Procedures
|
27
|
||
Item 9B
|
Other
Information
|
27
|
||
PART III
|
||||
Item 10
|
Directors,
Executive Officers, and Corporate Governance
|
28
|
||
Item 11
|
Executive
Compensation
|
29
|
||
Item 12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
30
|
||
Item 13
|
Certain
Relationships and Related Transactions and Director
Independence
|
31
|
||
Item 14
|
Principal
Accounting Fees and Services
|
31
|
||
|
||||
PART IV
|
||||
Item 15
|
Exhibits
and Financial Statement Schedules
|
32
|
||
Signatures
|
33
|
EXHIBIT
21.1
|
||||||||
EXHIBIT
31.1
|
||||||||
EXHIBIT
31.2
|
||||||||
EXHIBIT
32.1
|
||||||||
EXHIBIT
32.2
|
2
Part
I
Safe
Harbor Statement under the Private Securities Litigation Reform Act of
1995
This
report contains statements (including certain projections and business trends)
accompanied by such phrases as “believe”, “estimate”, “expect”, “anticipate”,
“will”, “intend” and other similar or negative expressions, that are
“forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected
as
a result of certain risks and uncertainties, including but not limited to the
following:
·
|
dependence
on key personnel;
|
·
|
maintaining
revenue from subscriptions for the Company’s
products;
|
·
|
protection
of intellectual property rights;
|
·
|
changes
in market and economic conditions;
|
·
|
fluctuations
in the Company’s assets under management due to broadly based changes in
the values of equity and debt securities, redemptions by investors
and
other factors;
|
·
|
dependence
on Value Line Funds for investment management and related
fees;
|
·
|
competition
in the fields of publishing, licensing and investment
management;
|
·
|
the
impact of government regulation on the Company’s business and the
uncertainties of litigation and regulatory
proceedings;
|
·
|
terrorist
attacks; and
|
· |
other
risks and uncertainties, including but not limited to the risks described
in Item 1A, “Risk Factors”, and other risks and uncertainties from time to
time.
|
Any
forward-looking statements are made only as of the date hereof, and the Company
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
Item
1.
BUSINESS.
Value
Line, Inc. (the "Company" or “Value Line”), a New York corporation, was
organized in 1982 and is the successor to substantially all of the operations
of
Arnold Bernhard & Company, Inc. ("AB&Co.").
The
Company's primary businesses are:
·
|
Producing
investment related periodical
publications
|
·
|
Licensing
certain Value Line trademarks and Value Line proprietary ranking
system
information to third parties under written agreements for use in
third
party managed and marketed investment
products
|
·
|
Providing
investment management and distribution services to the Value Line
Funds,
institutions and individual accounts and providing distribution services
to the Value Line Funds.
|
The
name
"Value Line" as used to describe the Company, its products, and its
subsidiaries, is a registered trademark of the Company.
A.
Investment Related Periodicals & Publications
The
investment related periodicals offered by Value Line Publishing Inc. (“VLP”), a
wholly owned subsidiary of the Company, cover a broad spectrum of investments
including stocks, mutual funds, options, convertible securities, and exchange
traded funds (“ETFs”). The Company’s services are of interest to individual and
professional investors, as well as to institutions including municipal and
university libraries and investment firms. The services generally fall into
four
categories:
·
|
Comprehensive
reference periodical publications
|
·
|
Targeted,
niche periodical newsletters
|
·
|
Investment
analysis software
|
·
|
Current
and historical financial databases
|
3
The
comprehensive services (The Value Line Investment Survey, The Value Line
Investment Survey-Small and Mid-Cap Edition, The Value Line 600, and The Value
Line Mutual Fund Survey) provide both statistical and text coverage of a large
number of investment securities, with an emphasis placed on Value Line’s
proprietary statistical rankings. The Value Line Investment Survey is the
Company’s premier service published each week and covering approximately 1,700
stocks.
The
niche
newsletters (The Value Line Special Situations Service, Value Line Select,
The
Value Line No-Load Fund Advisor, The Value Line Convertibles Survey, Value
Line
Daily Options, and Value Line ETF Survey) provide information on a less
comprehensive basis for securities that the Company believes will be of interest
to subscribers. Certain of these services make use of Value Line’s proprietary
statistical rankings.
Investment
analysis software (The Value Line Investment Analyzer and Mutual Fund Survey
for
Windows®)
includes data sorting and filtering tools. In addition, for institutional and
professional subscribers, VLP offers current and historical financial databases
(DataFile, Estimates & Projections, Convertibles and Mutual Funds) via
CD-ROM or online.
Value
Line offers online versions of most of its products at the Company’s website,
www.valueline.com. Subscribers to the print versions generally receive free
access to the corresponding online versions. The most comprehensive of the
Company’s online efforts is The Value Line Research Center, which allows
subscribers to access most of the investment services the Company publishes
at a
packaged price, but only via the Internet.
The
print
and electronic services include, but are not limited to the
following:
The
Value Line Investment Survey®
The
Value
Line Investment Survey is a weekly investment related periodical that in
addition to various timely articles on current economic, financial and
investment matters ranks common stocks for future relative performance based
primarily on computer-generated statistics of financial results and stock price
performance. Two of the evaluations for covered stocks are "Timeliness™" and
"Safety™.” Timeliness relates to the probable relative price performance of one
stock over the next six to twelve months, as compared to the rest of the
approximately 1,700 covered stocks. Rankings are updated each week and range
from Rank 1 for the expected best performing stocks to Rank 5 for the expected
poorest performers. "Safety" Ranks are a measure of risk and are based on the
issuer's relative financial strength and its stock's price stability. "Safety"
ranges from Rank 1 for the least risky stocks to Rank 5 for the riskiest. VLP
employs analysts and statisticians who prepare articles of interest for each
periodical and who evaluate stock performance and provide future earnings
estimates and quarterly written evaluations with more frequent updates when
relevant. The Value Line Investment Survey is
also
referred to as The Value Line Investment Survey - Standard Edition.
The
Value Line Investment Survey - Small and Mid-Cap Edition
The
Value
Line Investment Survey - Small and Mid-Cap Edition is a weekly publication
introduced in 1995 that provides detailed descriptions of approximately 1,800
small and medium-capitalization stocks, many listed on NASDAQ, beyond the
approximately 1,700 stocks of larger-capitalization companies covered in The
Value Line Investment Survey - Standard Edition. Like The Value Line Investment
Survey, the Small and Mid-Cap Edition has its own "Summary & Index"
providing updated performance ranks and other data, as well as "screens" of
key
financial measures. The "Ratings and Reports" section, providing updated reports
on about 140 stocks each week, has been organized to correspond closely to
the
industries reviewed in The Value Line Investment Survey - Standard Edition.
A
combined Index, published quarterly, allows subscribers to easily locate a
specific stock among the approximately 3,500 stocks covered.
One
unique feature in the Small and Mid-Cap Edition is The Performance Ranking
System. It incorporates many of the elements of the Value Line Timeliness
Ranking System, modified to accommodate the approximately 1,800 stocks in the
Small and Mid-Cap Edition. The Performance Rank is based on earnings growth
and
price momentum, and is designed to predict relative price performance over
the
next six to 12 months.
The
principal differences between the Small and Mid-Cap Edition and The Value Line
Investment Survey’s Standard Edition are that the Small and Mid-Cap Edition does
not include Value Line’s Timeliness Ranks, financial forecasts, analyst
comments, or a Selection & Opinion section. These modifications allow VLP to
offer this service at a relatively low price.
4
The
Value Line Mutual Fund Survey
The
Value
Line Mutual Fund Survey is published once every three weeks and was introduced
in 1993. It provides full-page profiles of about 700 mutual funds and condensed
coverage of about 1,250 funds. Every three weeks, subscribers receive an updated
issue, containing over 200 fund reports, plus a "Performance & Index"
providing current rankings and performance figures for the full universe of
about 2,000 funds, as well as articles on investment trends and developments
of
concern to mutual fund investors. Funds are ranked for both risk and overall
risk-adjusted performance, using strictly quantitative means. The Value Line
Mutual Fund Survey also includes annual profiles and analyses on 100 of the
nation's major fund families.
The
Value Line No-Load Fund Advisor
The
Value
Line No-Load Fund Advisor is a 32-page monthly newsletter featuring no-load
and
low-load, open-end mutual funds. It was introduced in 1994. Each issue offers
strategies for maximizing total return, and model portfolios for a range of
investor profiles. It also includes information about retirement planning,
industry news, and specific fund reviews. A full statistical review, including
latest performance, rankings, and sector weightings, is updated each month
on
600 leading no-load and low-load funds.
The
Value Line Special Situations Service
The
Value
Line Special Situations Service concentrates on fast-growing, smaller companies
whose stocks are perceived by VLP analysts as having exceptional appreciation
potential. It was introduced in 1951.
The
Value Line Options Survey
The
Value
Line Options Survey is
a
semi-monthly service that evaluates and ranks for expected performance
approximately 8,000 U.S. equity options. It was introduced in 1973. An
electronic version of this product, The Value Line Daily Options Survey
(available over the Internet), was introduced during fiscal 1995. An enhanced
version was introduced in fiscal 2002. It evaluates and ranks U.S. equity
options (approximately 130,000). Features include an interactive database and
a
new spreadsheet.
The
Value Line Convertibles Survey
Introduced
in 1972, the Value Line Convertibles Survey is a semi-monthly print and online
service that evaluates and ranks approximately 660 convertible securities (bonds
and preferred stocks) and approximately 100 warrants for future market
performance. The Value Line Electronic Convertibles, which was introduced in
2001, provides daily price updates and analysis online.
Value
Line Select
Value
Line Select, a monthly publication, was first published in 1998. It focuses
each
month on a company that senior VLP analysts have chosen. Recommendations are
backed by in-depth research and are subject to ongoing monitoring.
The
Value Line 600
The
Value
Line 600 is a monthly service, which contains full-page reports on approximately
600 stocks. Its reports provide information on many actively traded, larger
capitalization issues as well as some smaller growth stocks. Since it was
introduced in fiscal 1996, it has proven to be popular among investors who
want
the same type of analysis provided in The Value Line Investment Survey, but
who
do not want or need coverage of the approximately 1,700 companies contained
in
that publication. Readers also receive supplemental reports as well as a monthly
Index, which includes updated statistics.
Value
Line Investment Analyzer
Value
Line Investment Analyzer is a powerful menu-driven software program with fast
filtering, ranking, reporting and graphing capabilities utilizing over 350
data
fields for about 8,000 stocks, industries and indices, including the
approximately 1,700 stocks covered in VLP’s benchmark publication, The Value
Line Investment Survey.
5
Value
Line Investment Analyzer allows subscribers to search over 350 data fields
and
apply more than 60 charting and graphing variables for comparative research.
In
addition to containing digital replicas of the entire Value Line Investment
Survey, the Analyzer includes daily data updates through its integration with
the Value Line databases via Internet connection. The software includes a
portfolio module that lets users create and track their own stock portfolios
in
depth and up to ten years of historical financial data for scrutinizing
performance, risk, yield and return.
Value
Line Mutual Fund Survey for Windows®
Value
Line Mutual Fund Survey for Windows®,
a
monthly
CD-ROM product with weekly internet updates, is the electronic version of The
Value Line Mutual Fund Survey. The program features powerful sorting and
filtering analysis tools. It includes features such as style attribution
analysis, a portfolio stress tester, portfolio rebalancing, correlation of
fund
returns and hypothetical assets. Windows is a registered trademark of Microsoft
Corp. Value Line, Inc. and Microsoft Corp. are not affiliated
companies.
Value
Line DataFile
Value
Line DataFile contains current and historic annual and quarterly financial
records for about 7,600 active companies and over 5,000 companies that no longer
exist in nearly 100 industries. DataFile has over 400 annual and over 80
quarterly fields for each of the companies included in the database. DataFile
is
sold to the institutional market. Value Line DataFile II, which includes less
historical data, is also available. This version complies with Microsoft Access.
In fiscal 1997, VLP introduced the Value Line Mutual Fund DataFile. It covers
about 13,000 mutual funds with up to 20 years of historical data with almost
200
data fields. VLP also offers an Estimates and Projections File, with year-ahead
and three- to five-year estimates of financial data and projections of
stock-price ranges on companies covered in The Value Line Investment Survey,
as
well as a Convertible Securities File and custom services.
Value
Line Research Center
The
Value
Line Research Center, an internet-only service, provides on-line access to
certain of VLP’s leading publications covering stocks, mutual funds, and options
and convertible securities as well as special situation stocks. This service
includes full online subscriptions to The Value Line Investment Survey, The
Value Line Mutual Fund Survey, The Value Line Daily Options Survey, The Value
Line Investment Survey
- Small
and
Mid-Cap Edition, The Value Line Convertibles Survey, The Value Line Special
Situations Service and Value Line ETF Survey.
B. Licensing
Programs
The
Company has licensed for fees certain trademarks and proprietary information
for
products, including unit investment trusts, annuity trusts, managed accounts
and
exchange traded funds. The sponsors of these products act as wholesalers and
distribute the products by syndicating them through an extensive network of
national and regional brokerage firms. These broad marketing networks are
assembled and re-assembled each time that a product is introduced into the
retail marketplace by a licensed product sponsor.
The
sponsors of these various products will typically license one or more
proprietary ranking systems, which may include Value Line Timeliness, Safety,
Technical and Performance ranks, as screens for their portfolios. The sponsors
are also given permission to associate Value Line trademarks with the products.
Value Line collects a licensing fee
from
each of the product sponsors/managers primarily based upon the market value
of
assets invested in each product’s portfolio. Since these fees are based on the
market value of the respective portfolio, the payments to Value Line, which
are
typically received on a quarterly basis, will fluctuate.
Value
Line’s primary licensed products have been structured as Unit Investment Trusts,
Exchange Traded Funds, Closed-end Funds (all three of which have now been
converted into Exchange Traded Funds) and other types of managed products,
all
of which have in common some degree of reliance on ranking systems for their
portfolio creation.
6
Examples
of Value Line’s licensing methodology can be found in the following five Value
Line indexed Exchange Traded Fund portfolios now listed on the American Stock
Exchange:
First
Trust Value Line Dividend Fund (FVD)
The
FVD
portfolio seeks to provide total return through a combination of current income
and capital appreciation by investing in stocks selected by the third party
licensee from among U.S. exchange listed securities of companies that pay above
average dividends and have the potential for capital appreciation.
First
Trust Value Line 100 (FVL)
FVL’s
objective is to provide capital appreciation. It seeks to outperform the S&P
500 Index by adhering to a disciplined strategy of investing in a diversified
portfolio of the 100 common stocks ranked #1 using Value Line's Timeliness
Ranking System. This fund was a closed end fund that became an ETF in June
2007.
First
Trust Value Line Equity Allocation Fund (FVI)
The
FVI
portfolio invests in a subset of the #1 and #2 ranked stocks per the Value
Line
Timeliness, Safety, and Technical Ranking Systems. The third party licensee
purchases stocks in the index generated by the Company with the objective of
capital appreciation.
PowerShares
Value Line Timeliness Select Fund (PIV)
The
PIV
portfolio is constructed as an Index of 50 stocks within the 100 Rank #1
Timeliness stocks which factors Value Line Safety and Technical ranks into
the
portfolio selection process.
PowerShares
Value Line Industry Rotation Fund (PYH)
The
PYH
portfolio contains 50 stocks chosen from the highest ranked stocks for
Timeliness from each of the top 50 industries based on Industry Timeliness
ranks, and the second highest ranked stocks for Timeliness from each of the
top
25 industries based on Industry Timeliness ranks. The total number of stocks
held by the Index is 75 stocks.
Total
assets managed by third parties participating in licensing programs were $6.4
billion as of April 30, 2007.
C. Investment
Management Services
As
of
April 30, 2007, the Company was the investment adviser for 14 mutual funds
registered under the Investment Company Act of 1940. Value Line Securities,
Inc., a wholly owned subsidiary of the Company, acts as distributor for the
Value Line Mutual Funds (“Value Line Funds”). State Street Bank and Trust
Company, an unaffiliated entity, acts as custodian of the Funds' assets and
provides fund accounting and administrative services to the Value Line Funds.
Shareholder services for the Value Line Funds are provided by Boston Financial
Data Services, an affiliate of State Street, which is not related to the
Company.
7
Total
net
assets of the Value Line Funds at April 30, 2007, were:
(in
thousands)
|
||||
The
Value Line Fund, Inc.
|
$
|
196,644
|
||
Value
Line Income and Growth Fund, Inc.
|
373,961
|
|||
Value
Line Premier Growth Fund, Inc.
|
523,493
|
|||
Value
Line Larger Companies Fund, Inc.
|
298,743
|
|||
The
Value Line Cash Fund, Inc.
|
177,788
|
|||
Value
Line U.S. Government Securities Fund, Inc.
|
91,314
|
|||
Value
Line Centurion Fund, Inc.
|
284,548
|
|||
The
Value Line Tax Exempt Fund, Inc.
|
107,073
|
|||
Value
Line Convertible Fund, Inc.
|
33,678
|
|||
Value
Line Aggressive Income Trust
|
36,733
|
|||
Value
Line New York Tax Exempt Trust
|
22,788
|
|||
Value
Line Strategic Asset Management Trust (“SAM”)
|
634,557
|
|||
Value
Line Emerging Opportunities Fund, Inc.
|
840,641
|
|||
131,973
|
||||
$
|
3,753,934
|
The
schedule below provides a breakdown of the major distribution channels for
the
Value Line Funds in terms of assets and shareholders.
Fund
Categories
|
Aggregate
Asset Levels
|
|
Percentage
of Assets in Category
|
|
Shareholder
Accounts
|
|
Percentage
of Shareholder Accounts in Category
|
||||||
Guardian
SAM and Centurion Funds
|
$
|
919,105,000
|
24.4
|
%
|
47,561
|
24.2
|
%
|
||||||
Value
Line Funds direct accounts
|
$
|
1,539,545,000
|
41.1
|
%
|
65,723
|
33.6
|
%
|
||||||
Value
Line Funds omnibus accounts
|
$
|
1,295,284,000
|
34.5
|
%
|
82,902
|
42.2
|
%
|
||||||
Total
|
$
|
3,753,934,000
|
100.0
|
%
|
196,186
|
100.0
|
%
|
Investment
management fees and service and distribution fees vary among the funds and
may
be subject to certain limitations. Each mutual fund may use "Value Line" in
its
name only so long as the Company acts as its investment adviser.
Value
Line Asset Management ("VLAM"), a division of the Company, manages pension
funds
and institutional and individual portfolios. VLAM has investment advisory
agreements with its clients, which call for payments to the Company calculated
on the basis of the market value of the assets under management. VLAM engages
third party solicitors who are paid ongoing fees based on the market value
of
assets raised by their efforts.
8
D.
Wholly-Owned Operating Subsidiaries
Wholly
owned subsidiaries of the Company include VLP, Value Line Securities, Inc.
(“VLS”), Vanderbilt Advertising Agency, Inc. (“VAA”), Compupower Corporation
(“CPWR”) and Value Line Distribution Center (“VLDC”).
1.
VLP
is
the publishing unit for the investment related periodical publications.
2.
VAA
places advertising on behalf of the Company's publications, investment advisory
services, and mutual funds.
3.
CPWR
provides computerized subscription fulfillment services and subscriber relations
services for VLP publications.
4.
VLS is
registered as a broker-dealer under the Securities Exchange Act of 1934 and
is a
member of the National Association of Securities Dealers, Inc. VLS is the
distributor for the Value Line Funds. Shares of the Value Line Funds are sold
to
the public without a sales charge (i.e., on a "no-load" basis). VLS receives
service and distribution fees, pursuant to rule 12b-1 of the Investment Company
Act of 1940 from certain Value Line Funds. The 12b-1 plan is a compensatory
plan
and the fees payable to VLS under the 12b-1 plan are payable without regard
to
actual expenses incurred, which means the distributor may earn a profit under
the plan.
5.
VLDC
primarily handles all of the mailings of the publications to VLP’s subscribers.
Additionally, VLDC provides office space for Compupower’s subscriber relations
and data processing departments, and provides a disaster recovery site for
the
New York operations.
E. Trademarks
The
Company holds trademark and service mark registrations for various names in
multiple countries. Value Line believes that these trademarks and service marks
provide significant value to the Company and are an important factor in the
marketing of its products and services.
F.
Investments
The
Company invests in the Value Line Funds, fixed income government obligations
and
other marketable securities. As of April 30, 2007, the Company had $49,716,000
invested in the Value Line equity funds and $19,868,000 in the Value Line money
market fund. Combined, this represents approximately 1.9% of total Value Line
Funds net assets at April 30, 2007.
G.
Employees
At
April
30, 2007, the Company and its subsidiaries employed 206 people.
The
Company, its affiliates, officers, directors and employees, may from time to
time own securities which are also held in the portfolios of the Value Line
Funds or recommended in the Company's publications. Analysts are not permitted
to own securities of the companies they cover. The Company has adopted rules
requiring monthly reports of securities transactions by employees for their
respective accounts and restricting trading in various types of securities
in
order to avoid possible conflicts of interest.
9
H.
Principal Business Segments
The
information with respect to revenues from external customers and profit and
loss
of the Company's identifiable principal business segments is incorporated herein
by reference to Note 9 of the Notes to the Company's Consolidated Financial
Statements included in this Annual Report on Form 10-K.
The
Company's assets identifiable to each of its principal business segments were
as
follows:
April
30,
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
(in
thousands)
|
||||||||||
Investment
Periodicals, Related
|
||||||||||
Publications
and Licensing
|
$
|
18,976
|
$
|
14,861
|
$
|
14,871
|
||||
Investment
Management
|
80,581
|
81,762
|
44,409
|
|||||||
29,406
|
22,591
|
39,585
|
||||||||
$
|
128,963
|
$
|
119,214
|
$
|
98,865
|
I.
Competition
The
investment management and the investment information and publications industries
are very competitive. There are many competing firms and a wide variety of
product offerings. Some of the firms in these industries are substantially
larger and have greater financial resources than the Company. The Internet
has
increased the amount of competition in the form of free and paid investment
research on the Internet, and the prevalence of broker “platforms” permitting
easy transfer of assets among mutual funds and other investment vehicles.
J.
Executive Officers of the Registrant
The
following table lists the names, ages (at June 30, 2007), and principal
occupations and employment during the past five years of the Company's Executive
Officers. All officers are elected to terms of office for one year. Except
as
noted, each of the following has held an executive position with the companies
indicated for at least five years.
Name
|
Age
|
Principal
Occupation or Employment
|
||
Jean
Bernhard Buttner
|
72
|
Chairman
of the Board, President and Chief Executive Officer of the Company
and AB&Co. Chairman of the Board and President of each of the Value
Line Funds.
|
||
Mitchell
E. Appel
|
36
|
Chief
Financial Officer since September 2005; Treasurer from June to
September
2005; Chief Financial Officer, Circle Trust Company from January
2003 to
May 2005; Vice President - Finance, Orbitex Financial Services
Group and
Treasurer of Orbitex Group of Funds from 2000 to
2002.
|
||
Howard
A. Brecher
|
53
|
Chief
Legal Officer, Vice President and Secretary; Assistant Treasurer
and
Assistant Secretary of each of the Value Line Funds since 2005;
Vice
President, Secretary, Treasurer and General Counsel of
AB&Co.
|
10
David
T. Henigson
|
49
|
Vice
President; Chief Compliance Officer; Vice President, Secretary,
and Chief
Compliance Officer of each of the Value Line Funds; Vice President
of
AB&Co.
|
||
Stephen
R. Anastasio
|
48
|
Treasurer
of the Company and each of the Value Line Funds since September
2005;
Chief Financial Officer from 2003 to September 2005; Corporate
Controller
until 2003.
|
WEB
SITE
ACCESS TO SEC REPORTS
The
Company’s Internet site address is www.valueline.com.
The
Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and any amendments to these reports are available free
of
charge on the “View Recent Value Line Financials” page under the “About Value
Line” tab of the Company’s Internet site as soon as reasonably practicable after
the reports are filed electronically with the Securities and Exchange
Commission. All Company filings are also available on the SEC Internet site,
www.sec.gov
as soon
as reasonably practicable after electronic filing.
ITEM
1A.
RISK FACTORS
In
addition to the risks referred to elsewhere in this Annual Report on Form 10-K,
the following risks, among others, sometimes may have affected, and in the
future could affect, the Company and its subsidiaries’ business, financial
condition or results of operations. The risks described below are not the only
ones facing the Company and its subsidiaries. Additional risks not discussed
or
not presently known to the Company or that the Company currently deems
insignificant may also impact its business, brand and stock price.
The
Company and its subsidiaries are dependent on key
personnel.
The
Company and its subsidiaries rely on the efforts of its executives and
professional staff. Its future success relies upon its ability to retain and
recruit qualified professionals and executives. While the Company has back-up
staff for most positions it is never-the-less possible that the loss of the
services of key personnel could have an adverse effect on the Company because
it
could jeopardize its performance.
If
the Company does not maintain subscription revenue, its operating results could
suffer.
A
substantial portion of the Company’s revenue is generated from subscriptions
including print and electronic. VLP’s trial and full term subscriptions are
typically paid in advance by subscribers. Unearned revenues are accounted for
on
the balance sheet of the Company. The backlog of orders is primarily generated
through renewals and new subscription marketing efforts as the Company deems
appropriate. Future results will depend on the renewal of existing subscribers
and obtaining new subscriptions for the investment publications. The
availability of free or low cost information on the Internet could negatively
impact demand for VLP’s publications or impact its pricing. Licensing agreements
are based on market interest in the respective proprietary information. If
the
sales of the Company’s publications or royalties from proprietary information
decline, its operating results could suffer.
Failure
to protect our intellectual property rights and proprietary information could
harm the Company’s ability to compete effectively and could negatively affect
operating results.
The
Company’s trademarks and tradename protection are important assets to the
Company. Although our trademarks are registered in the United States and in
certain foreign countries, we may not always be successful in asserting global
trademark or tradename protection. In the event that other parties infringe
on
our intellectual property rights and we are not successful in defending our
intellectual property rights, the result may be a dilution in the value of
the
Company’s brands in the marketplace. If the value of our brands becomes diluted,
or if competitors introduce brands that cause confusion with our brands in
the
marketplace, it could adversely affect the value that our customers associate
with our brands, and thereby negatively impact our sales. Any infringement
of
our intellectual property rights would also likely result in a commitment of
Company resources to protect these rights through litigation or otherwise.
In
addition, third parties may assert claims against our intellectual property
rights and we may not be able successfully to resolve such claims.
11
Adverse
changes in market and economic conditions could lower demand for the Company’s
products and services.
The
Company provides its products and services to individual investors, financial
advisors, and institutional clients. Adverse conditions in the financial and
securities markets may have an impact on the Company’s investment
management revenues, securities income, subscriptions, and licensing services
which could cause material changes in the Company’s operating
results.
The
Company’s assets under management, which impact revenue, are subject to
fluctuations based on market conditions and individual fund performance.
Financial
market declines and/or adverse changes in interest rates would generally
negatively impact the level of the Company’s assets under management and
consequently its revenue and net income. Major sources of investment management
revenue for the Company (i.e., investment management and service and
distribution fees) are calculated as percentages of assets under management.
A
decline in securities prices or in the sale of investment products or an
increase in fund redemptions would reduce fee income. A recession or other
economic or political events could also adversely impact the Company’s revenue
if it led to a decreased demand for products, a higher redemption rate, or
a
decline in securities prices. Good performance of managed assets relative to
both competing products and benchmark indices generally assists retention and
growth of assets, resulting in additional revenues. Conversely, poor performance
of managed assets relative to both competing products and benchmark indices
tends to result in decreased sales and increased redemptions with corresponding
decreases in revenues to the Company. Poor performance could, therefore, have
a
material adverse effect on the Company’s business and results of operations.
The
Company derives almost all of its investment management fees from the Value
Line
Funds.
The
Company is dependent upon management contracts and service and distribution
contracts with the Value Line Funds under which these fees are paid. As required
in the mutual fund industry, the Board of Directors of the Value Line Funds,
a
majority of whom are independent of the Company, may elect to terminate such
contracts. If any of these contracts are terminated, not renewed, or amended
to
reduce fees, the Company’s financial results may be adversely
affected.
The
Company is in the highly competitive fields of publishing and investment
management.
The
Company competes with a large number of domestic and foreign investment
management firms, broker-dealers and investment publishing firms offering
competing products and services. Many of its competitors have greater resources
and assets under management. The absence of significant barriers to entry by
new
investment management firms in the mutual fund industry increases competitive
pressure. Entry barriers in publishing investment periodicals have been reduced
by the minimal cost structure of the Internet and other technologies.
Competition is based on various factors, including business reputation,
investment performance, quality of service, marketing, distribution services
offered, the range of products offered and fees charged. Since the Company
is
smaller than other companies in some of its product segments, adverse business
developments may have an impact on the Company’s operating results.
Government
regulations, any changes to government regulations, and regulatory proceedings
and litigation may adversely impact the business of the
Company.
Changes
in legal, regulatory, accounting, tax and compliance requirements could have
an
effect on the Company’s operations and results, including but not limited to
increased expenses and restraints on marketing certain funds and other
investment products offered by the Company. Value Line, Inc. is registered
with
the Securities and Exchange Commission under the Investment Advisers Act of
1940. The Investment Advisers Act imposes numerous obligations on registered
investment advisers, including fiduciary, record keeping, operational and
disclosure obligations. VLS is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association
of
Securities Dealers, Inc. Each Value Line Fund is a registered investment company
under the Investment Company Act of 1940. This Act requires numerous compliance
measures, which must be observed, and involves regulation by the Securities
and
Exchange Commission. As well, each fund and its shareholders may face adverse
tax consequences if the Value Line Funds are unable to maintain qualification
as
registered investment companies under the Internal Revenue Code of 1986, as
amended. Those laws and regulations generally grant broad administrative powers
to regulatory agencies and bodies such as the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. If these agencies
and
bodies believe that the Company and its subsidiaries or the Value Line Funds
have failed to comply with these laws and regulations, these agencies and bodies
have the power to impose sanctions. The Company and the Value Line Funds, like
other companies, can also face lawsuits by private parties and the Company
along
with its directors and officers have been sued from time to time. Regulatory
proceedings and lawsuits are subject to uncertainties, and the outcomes are
difficult to predict. Changes in laws, regulations or governmental policies,
and
the costs associated with compliance, could adversely affect the business and
operations of the Company and the Value Line Funds. An adverse resolution of
any
regulatory proceeding or lawsuit against the Company, its directors, officers,
or its subsidiaries could result in substantial costs or reputational harm
to
the Company and its subsidiaries or to the Value Line Funds and have a material
adverse effect on the business and operations of the Company or the Value Line
Funds.
12
Terrorist
attacks could adversely affect the Company.
A
terrorist attack, including biological or chemical weapons attacks, and the
response to such terrorist attacks, could have a significant impact on the
New
York City area, the local economy, the United States economy, the global
economy, and U.S. and/or global financial markets and could have a material
adverse effect on the Company’s business.
Item 1B. |
UNRESOLVED
STAFF COMMENTS.
|
None.
Item 2. |
PROPERTIES.
|
The
Company leases approximately 64,000 square feet of office space at 220 East
42nd
Street
in
New York. The lease expires May 2013. In addition to the New York, NY office
space, the Company owns a warehouse facility with approximately 85,000 square
feet in New Jersey. The facility primarily serves the distribution operations
for the various Company publications and the fulfillment operations of CPWR
for
the publications and serves as a disaster recovery site for the Company. The
Company believes the capacity of these facilities is sufficient to meet the
Company's current and expected future requirements.
13
Item 3. |
LEGAL
PROCEEDINGS.
|
On
September 17, 2003 the Company commenced an action in New York Supreme Court,
seeking damages in an unspecified amount, against a small mutual fund company
pertaining to a contemplated transaction. The Company was countersued for
alleged damages in excess of $5,000,000. The action was settled in November
2004
following transfer to Federal Court in New York, without a material adverse
effect on the Company. A related entity of the defendant in the Company’s New
York action brought suit against the Company and certain directors in Federal
Court in Texas in March 2004 based on the same transaction. On the Company’s
motion, that action was transferred from Texas to the New York Federal Court,
where it was dismissed in part. In November 2006, a written agreement was
reached to resolve the remaining issues without any material adverse effect
on
the Company’s consolidated results of operation and financial
condition.
By
letter
dated June 15, 2005, the staff of the Securities and Exchange Commission
informed the Company that it was conducting an informal inquiry. Thereafter,
the
staff has requested documents and information related to, among other things,
trades for the Company’s and its affiliates’ proprietary accounts, execution of
trades through VLS for the Value Line Funds and the fees collected by VLS from
the Value Line Funds pursuant to a rule 12b-1 service and distribution plan.
The
Company and its subsidiaries are cooperating with the inquiry. Management cannot
determine the effect, if any, that the inquiry will have on the results of
the
Company’s operations and its financial condition.
Item 4. |
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS.
|
No
matters were submitted to a vote of the shareholders during the fourth quarter
of the fiscal year ended April 30, 2007.
Part
II
Item 5. |
MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY
SECURITIES.
|
The
Registrant's Common Stock is traded on the NASDAQ Global Market™ under the
symbol “VALU”. The approximate number of record holders of the Registrant's
Common Stock at April 30, 2007 was 58. As of June 29, 2007, the closing stock
price was $43.90.
The
reported high and low prices and the dividends paid on these shares during
the
past two fiscal years were as follows:
|
|
|
|
Dividend
Declared
|
|
|||||
Quarter
Ended
|
|
High
|
|
Low
|
|
Per
Share
|
||||
July
31, 2006
|
$
|
45.82
|
$
|
38.83
|
$
|
.25
|
||||
October
31, 2006
|
$
|
54.56
|
$
|
44.02
|
$
|
.30
|
||||
January
31, 2007
|
$
|
48.32
|
$
|
44.37
|
$
|
.30
|
||||
April
30, 2007
|
$
|
50.00
|
$
|
44.93
|
$
|
.30
|
||||
July
31, 2005
|
$
|
40.02
|
$
|
35.64
|
$
|
.25
|
||||
October
31, 2005
|
$
|
39.27
|
$
|
36.00
|
$
|
.25
|
||||
January
31, 2006
|
$
|
36.46
|
$
|
33.37
|
$
|
.25
|
||||
$
|
41.96
|
$
|
37.25
|
$
|
.25
|
14
As
of the
date of this Annual Report on Form 10-K, there were no securities of the Company
authorized for issuance under equity compensation plans. The Company did not
sell any unregistered shares of common stock during Fiscal 2007.
There
were no purchases of the Company’s equity securities by the Company or any
affiliated purchaser during the fiscal quarter ended April 30, 2007.
Item 6. |
SELECTED
FINANCIAL DATA.
|
Earnings
per share for each of the fiscal years shown below are based on the weighted
average number of shares outstanding.
Years
ended April 30,
|
||||||||||||||||
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
||||||||
(in
thousands, except per share amounts)
|
||||||||||||||||
Revenues:
|
||||||||||||||||
Investment
periodicals
|
||||||||||||||||
and
related publications
|
$
|
45,619
|
$
|
47,703
|
$
|
50,172
|
$
|
51,360
|
$
|
52,055
|
||||||
Licensing
Fees
|
$
|
6,861
|
$
|
5,016
|
$
|
2,541
|
$
|
1,137
|
$
|
414
|
||||||
Investment
management
|
||||||||||||||||
fees
and services
|
$
|
31,155
|
$
|
32,467
|
$
|
31,765
|
$
|
32,773
|
$
|
29,600
|
||||||
Total
revenues
|
$
|
83,635
|
$
|
85,186
|
$
|
84,478
|
$
|
85,270
|
$
|
82,069
|
||||||
Income
from operations
|
$
|
35,636
|
$
|
35,180
|
$
|
27,084
|
$
|
24,739
|
$
|
24,095
|
||||||
Net
income
|
$
|
24,607
|
$
|
23,439
|
$
|
21,318
|
$
|
20,350
|
$
|
19,987
|
||||||
Earnings
per share, basic
|
||||||||||||||||
and
fully diluted
|
$
|
2.47
|
$
|
2.35
|
$
|
2.14
|
$
|
2.04
|
$
|
2.00
|
||||||
Total
assets
|
$
|
128,963
|
$
|
119,214
|
$
|
98,865
|
$
|
266,924
|
$
|
246,814
|
||||||
per
share
|
$
|
1.15
|
$
|
1.00
|
$
|
1.00
|
$
|
18.50
|
$
|
1.00
|
15
Item 7. |
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS.
|
The
following Management’s Discussion and Analysis of Financial Condition and
Results of Operations (“MD&A”) is intended to help a reader understand Value
Line, its operations and business factors. The MD&A should be read in
conjunction with Item 1, Business, and in conjunction with the consolidated
financial statements and the accompanying notes contained in Item 8 of this
report.
The
MD&A includes the following subsections:
·
|
Executive
Summary of the Business
|
·
|
Results
of Operations
|
·
|
Liquidity
and Capital Resources
|
·
|
Critical
Accounting Estimates and Policies
|
Executive
Summary of the Business
The
Company's primary businesses are producing investment related periodical
publications, licensing certain Value Line trademarks and Value Line proprietary
ranking system information to third parties for use in selecting securities
for
third party marketed products, such as unit investment trusts, closed-end fund
products and exchange traded funds, and providing investment management services
to the Value Line Funds and other managed accounts.
The
Company’s target audiences within the investment related periodical publications
field are individual investors who look for complete research in one package
and
institutions that want to offer detailed research to their students or
professional users.
Depending
upon the product, the Company offers three months or less, annual, or multi-year
subscriptions. Generally, all subscriptions are paid for in advance of
fulfillment. Renewal orders are solicited primarily through a series of renewal
efforts that include letters, email, and telesales efforts. New orders are
generated primarily from targeted direct mail campaigns for specific products.
Other sales channels used by the Company include advertising in media
publications, the Internet, cross selling via telesales efforts and Internet
promotions through a third party.
Institutional
subscribers consist of investment management companies, colleges, and libraries.
The Company has a dedicated department that solicits the institutional
subscriptions. Fees for institutional services are based on university or
college enrollment and number of users.
Cash
received for retail and institutional orders is recorded as unearned revenues
until the order is fulfilled. As the subscriptions are fulfilled, the Company
recognizes revenue in equal installments over the life of the particular
subscription.
The
Company’s businesses consolidate into two business segments. The investment
related periodical publications (retail and institutional) and licensing of
trademarks and proprietary ranking system information consolidate into one
segment titled Investment Periodicals, Publications and Licensing. The second
segment consolidates the investment management services to the Value Line Funds
and other managed accounts into a business segment titled Investment
Management.
16
Results
of Operations
The
following table illustrates the key earnings figures for each of the past three
years ended April 30, 2007, 2006, and 2005.
Year
Ended April 30,
|
|
Percentage
Change
|
||||||||||||||
(in
thousands, except earnings per share)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Earnings
Per Share
|
$
|
2.47
|
$
|
2.35
|
$
|
2.14
|
5.1
|
%
|
9.8
|
%
|
||||||
Net
Income
|
$
|
24,607
|
$
|
23,439
|
$
|
21,318
|
5.0
|
%
|
9.9
|
%
|
||||||
Operating
Income
|
$
|
35,636
|
$
|
35,180
|
$
|
27,084
|
1.3
|
%
|
29.9
|
%
|
||||||
Income
from Securities transactions, net
|
$
|
4,867
|
$
|
3,869
|
$
|
8,278
|
25.8
|
%
|
-53.3
|
%
|
Operating
Revenues
Year
Ended April 30,
|
Percentage
Change
|
|||||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Investment
periodicals and related publications
|
$
|
45,619
|
$
|
47,703
|
$
|
50,172
|
-4.4
|
%
|
-4.9
|
%
|
||||||
Licensing
Fees
|
$
|
6,861
|
$
|
5,016
|
$
|
2,541
|
36.8
|
%
|
97.4
|
%
|
||||||
Investment
management fees and services
|
$
|
31,155
|
$
|
32,467
|
$
|
31,765
|
-4.0
|
%
|
2.2
|
%
|
||||||
Total
Operating Revenues
|
$
|
83,635
|
$
|
85,186
|
$
|
84,478
|
-1.8
|
%
|
0.8
|
%
|
Year
Ended April 30,
(As
a percentage of total operating revenues)
|
2007
|
2006
|
2005
|
|||||||
Investment
periodicals and related publications
|
54.5
|
%
|
56.0
|
%
|
59.4
|
%
|
||||
Licensing
Fees
|
8.2
|
%
|
5.9
|
%
|
3.0
|
%
|
||||
Investment
Management fees and services
|
37.3
|
%
|
38.1
|
%
|
37.6
|
%
|
Investment
periodicals and related publications revenues
The
investment periodicals and related publications revenues were down 4.4% and
4.9%
for fiscal 2007 and fiscal 2006. As a percentage of total operating revenues,
investment periodicals and related publications revenues have fallen from 59.4%
in fiscal 2005 to 54.5% in fiscal 2007. While the Company continues to bring
in
new subscribers through various marketing channels, primarily direct mail and
the Internet, total product line circulation continues to decline. Factors
that
have contributed to the decline in the investment periodicals and related
publications revenues include the increasing amount of competition in the form
of free and paid investment research on the Internet and research provided
by
brokerage firms at no cost to their clients.
17
Within
investment periodicals and related publications are subscription revenues to
print and electronic products.
Year
Ended April 30,
|
Percentage
Change
|
|||||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Print
publication revenues
|
$
|
34,090
|
$
|
36,756
|
$
|
39,242
|
-7.3
|
%
|
-6.3
|
%
|
||||||
Electronic
publication revenues
|
$
|
11,529
|
$
|
10,947
|
$
|
10,930
|
5.3
|
%
|
0.2
|
%
|
||||||
Total
investment periodicals and related publications revenue
|
$
|
45,619
|
$
|
47,703
|
$
|
50,172
|
-4.4
|
%
|
-4.9
|
%
|
||||||
Unearned
Revenues (Short and Long Term)
|
$
|
34,500
|
$
|
37,500
|
$
|
40,022
|
-8.0
|
%
|
-6.3
|
%
|
Value
Line’s electronic publications revenues are derived from institutional and
retail subscribers. For the year ended April 30, 2007, institutional revenues
increased $1,034,000 or 29%, while revenues from retail subscribers were down
$452,000 or 6%. The decrease in electronic retail publications revenues is
attributable to the decrease in circulation within the Company’s software
products.
Licensing
revenues
Licensing
fee revenues have grown $1,845,000, $2,475,000 and $1,404,000 respectively
each
of the last three years ended April 30, 2007, 2006,and 2005. As of April 30,
2007, total third party sponsored assets attributable to the licensing business
represent $6.4 billion in various products. The Company believes the growth
of
the business is dependent upon the desire of third party marketers to use the
Value Line trademarks and proprietary research for their products, signing
new
licensing agreements, and the marketplace’s acceptance of new products. While
assets and revenues grew in fiscal year 2007 and in fiscal year 2006, the
Company did not sign any new agreements with sponsors in fiscal year 2007.
It
did however expand existing relationships with additional third party products
offered. Value Line believes it was an early entrant into this new market five
years ago and today the market has matured and the Company and its third party
sponsors face more competition in the marketplace.
Investment
management fees and distribution services revenues
The
investment management fees and distribution services revenues were down
$1,312,000 for the year ended April 30, 2007 compared to year ended April 30,
2006, but up $702,000 and $1,008,000 in years ended April 30, 2006 and 2005.
While management fees in fiscal year 2007 were up $1,623,000 from fiscal year
2006 there was a net decrease in investment management fees and distribution
services revenues for fiscal 2007 due to 12b-1 fee waivers for certain of the
Value Line funds. For the twelve months ended April 30, 2007, 2006, and 2005,
12b-1 fee waivers were $3,127,000, $282,000, and $0. For the twelve months
ended
April 30, 2007, 2006, and 2005, total management fee waivers were $250,000,
$40,000, and $0. The Company and its subsidiary, VLS, have no right to recoup
the previously waived amounts of management fees and 12b-1 fees. Beginning
November 2004, VLS suspended its business of executing trades for any of the
Value Line Funds, from which it had earned net commission revenues. Due to
increased net assets, higher investment management fees mostly offset the
decline in net commission revenues for fiscal 2005.
18
The
table
below illustrates the total fund assets for years ended April 30, 2007, 2006,
and 2005. The second table shows the two channels the equity funds are
available. Shares of SAM and Centurion are available to the public only through
the purchase of certain variable annuity and variable life insurance contracts
issued by The Guardian Insurance & Annuity Company, Inc.
(“GIAC”).
Year
Ended April 30,
|
Percentage
Change
|
|||||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Equity
funds
|
$
|
3,284,560
|
$
|
3,290,291
|
$
|
2,606,335
|
-0.2
|
%
|
26.2
|
%
|
||||||
Fixed
income funds
|
$
|
291,586
|
$
|
314,022
|
$
|
361,833
|
-7.1
|
%
|
-13.2
|
%
|
||||||
Money
market funds
|
$
|
177,788
|
$
|
166,142
|
$
|
159,814
|
7.0
|
%
|
4.0
|
%
|
||||||
Total
net assets
|
$
|
3,753,934
|
$
|
3,770,455
|
$
|
3,127,982
|
-0.4
|
%
|
20.5
|
%
|
||||||
|
||||||||||||||||
Equity
fund assets sold through GIAC
|
$
|
924,231
|
$
|
1,055,069
|
$
|
1,018,717
|
-12.4
|
%
|
3.6
|
%
|
||||||
All
other equity fund assets
|
$
|
2,360,329
|
$
|
2,235,222
|
$
|
1,587,618
|
5.6
|
%
|
40.8
|
%
|
||||||
Total
equity fund net assets
|
$
|
3,284,560
|
$
|
3,290,291
|
$
|
2,606,335
|
The
Company believes that the 5.6% and 40.8% growth in equity funds for fiscal
2007
and fiscal 2006, excluding SAM and Centurion, has been in large part due to
the
superior performance for certain Value Line Funds at various intervals in terms
of short, mid and long-term returns over the two years. As of March 31, 2007,
80% of the equity funds, excluding SAM and Centurion, had a four or five star
ratings by Morningstar. The largest distribution channel for the Value Line
funds remains the fund supermarket platforms such as Schwab, Ameritrade, and
National City Bank.
Expenses
Advertising
and promotion
Year
Ended April 30,
|
|
|
|
|
|
Percentage
Change
|
|||||||||
(in
thousands)
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
07
vs 06
|
|
06
vs 05
|
|
Advertising
and promotion
|
$
|
14,628
|
$
|
13,671
|
$
|
20,455
|
7.0
|
%
|
-33.2
|
%
|
Advertising
and promotion for the year ended April 30, 2007 increased $957,000 from fiscal
year 2006. The primary increase is within the fees paid to third party
intermediaries, such as Schwab to market the Value Line Funds. This expense
will
fluctuate based on assets invested in the Value Line Funds by clients of the
intermediaries, the change in market value of such assets, and the addition
of
any new intermediary selling agreements. The Company anticipates third party
intermediary expenses will continue to increase as assets continue to grow.
Costs associated with direct mail remained substantially the same, while the
overall number of pieces mailed increased year to year. The Company also
increased its expenditures in print media promoting the Value Line Funds and
The
Value Line Investment Survey in separate campaigns in select markets. For the
year ended April 30, 2006 as compared to April 30, 2005, advertising expenses
decreased $6,784,000 primarily from the reduction in media advertising and
the
frequency of marketing campaigns and fewer pieces having been mailed in fiscal
year 2006 for the Company’s investment periodicals.
Salary
and employee benefits
Year
Ended April 30,
|
Percentage
Change
|
|||||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Salaries
and employee benefits
|
$
|
18,409
|
$
|
19,025
|
$
|
19,445
|
-3.2
|
%
|
-2.2
|
%
|
19
The
Company employed 206 employees at year-end April 30, 2007, as compared to 228
at
year-end April 30, 2006 and 245 at year-end April 30, 2005. The Company has
increased productivity by the combination of roles and responsibilities along
with selective outsourcing. Some duplication of effort has been eliminated
and
certain tasks, such as data entry, have been outsourced to third party vendors
that the Company believes can provide better controls and faster results at
a
favorable cost.
Production
and distribution
Year
Ended April 30,
|
Percentage
Change
|
|||||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Production
and distribution
|
$
|
6,981
|
$
|
7,073
|
$
|
8,589
|
-1.3
|
%
|
-17.7
|
%
|
Production
and distribution expenses for the fiscal year ended April 30, 2007 were $92,000
below expenses for fiscal 2006. Production and distribution expenses for the
fiscal year ended April 30, 2006 were $1,516,000 below expenses for fiscal
2005.
The decline in expenses was primarily due to lower demand for paper, printing
and mailing costs that resulted primarily from a decrease in circulation of
the
print products. Partially offsetting the savings in fiscal 2007 was an increase
in the cost of paper and an increase in postage rates.
Office
and administration
Year
Ended April 30,
|
|
|
Percentage
Change
|
|||||||||||||
(in
thousands)
|
2007
|
2006
|
2005
|
07
vs 06
|
06
vs 05
|
|||||||||||
Office
and administration
|
$
|
7,981
|
$
|
10,237
|
$
|
8,905
|
-22.0
|
%
|
15.0
|
%
|
Office
and administration expenses for the fiscal year ended April 30, 2007 were
$2,256,000 below expenses for fiscal 2006. Office and administration expenses
for the fiscal year ended April 30, 2006 were $1,332,000 above expenses for
fiscal 2005. In fiscal 2007 professional fees significantly decreased from
fiscal 2006. Professional fees can fluctuate year to year based on the level
of
activity requiring the use of outside professional consultants. Within
Occupancy, during the last fiscal quarter of fiscal 2007, the Company extended
its lease in midtown New York extending the lease expiration date to May 2013
on
negotiated terms in place of the Company’s renewal option at market rate, which
resulted in significantly higher rent as a result of market conditions. The
increase in office and administrative expenses for fiscal 2006 was primarily
due
to an increase in professional fees and the additional ongoing costs associated
with outsourcing certain of the mutual fund administration functions.
Income
from securities transactions, net
For
the
year ended April 30, 2007, the Company’s income from securities transactions,
net, is $998,000 higher than the year ended April 30, 2006. Income from
securities transactions, net, includes dividend and interest income that is
$1,005,000 higher than the previous year due to an increase in interest rates.
Income from securities transactions for the twelve months ended April 30, 2006
included dividend and interest income of $1,844,000, 206% higher than fiscal
2005. Capital gains, net of capital losses, for the year ended April 30, 2007
is
$2,052,000 of which $2,065,000 represents distributions from the Value Line
Funds. This compares to capital gains, net of capital losses, of $2,079,000
during the fiscal year ended April 30, 2006, of which $2,355,000 represents
distributions from the Value Line Funds. The fiscal year ended April 30, 2005
included capital gains that resulted from partial sales of the Company’s
holdings of equity securities in preparation for payment of a special dividend
of $17.50 per common share during the first quarter of fiscal 2005 and proceeds
of $433,000 from the initial proceeds from the installment sale of an investment
in a privately held company.
20
Liquidity
and Capital Resources
The
Company had working capital of $75,174,000 as of April 30, 2007 and $63,823,000
as of April 30, 2006. Cash and short-term securities as of April 30, 2007
totaled $97,427,000 and $81,246,000 as of April 30, 2006.
Cash
from operating activities
The
Company’s cash flow from operations of $25,181,000 for the twelve months ended
April 30, 2007 was 33.1% above cash flow from operations of $18,919,000 for
the
twelve months ended April 30, 2006. The primary change was the proceeds
from sales of fixed income debt securities partially offset by purchase of
additional fixed income debt securities within VLS, the Company’s broker/dealer,
and the decrease in accounts payable and accrued expenses within the
Company.
For
fiscal year 2006, cash flow from operations was 48% lower than fiscal 2005’s
cash flow of $36,590,000. The decrease in cash flow from operations was
primarily due to the liquidation of the Company’s trading securities portfolio
in fiscal year 2005 in anticipation of the $17.50 special dividend.
Cash
from investing activities
The
Company’s cash outflow from investing activities of $8,927,000 for the twelve
months ended April 30, 2007 was $9,349,000 below the cash in flow from
investing activities for the twelve months ended April 30, 2006 due to
the purchase of fixed income securities during the year. Net cash inflows
of $422,000 from investing activities during the twelve months of fiscal 2006
compared to net cash outflows of $24,071,000 during fiscal 2005, which primarily
resulted from purchases of fixed income securities in fiscal 2005.
Cash
from financing activities
The
Company’s net cash outflow from financing activities of $10,980,000 for the
twelve months ended April 30, 2007 increased 10% from fiscal 2006 due to the
payment of a higher quarterly dividend of $0.30 for the final three quarters
of
fiscal 2007 as compared to $0.25 for each quarter in fiscal 2006 and the first
quarter of fiscal 2007. Cash outflows from financing activities for fiscal
year
2005 of $184,656,000 reflect the Company’s quarterly dividends of $.25 per share
for each quarter as well as a special $17.50 dividend paid to all shareholders
on May 19, 2004.
Management
believes that the Company’s cash and other liquid asset resources used in its
business together with the future cash flows from operations will be sufficient
to finance current and forecasted operations. Management did not borrow in
fiscal 2006 or fiscal 2007 and does not anticipate any borrowing in fiscal
2008.
Critical
Accounting Estimates and Policies
The
Company prepares its consolidated financial statements in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires the Company to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues
and
expenses. The Company bases its estimates on historical experience and on
various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent
and
the Company evaluates its estimates on an ongoing basis. Actual results may
differ from these estimates under different assumptions or conditions. The
Company believes the following critical accounting policies reflect the
significant judgments and estimates used in the preparation of its Consolidated
Financial Statements:
·
|
Revenue
recognition
|
·
|
Income
taxes
|
21
Revenue
Recognition
The
majority of the Company’s revenues come from the sale of print and electronic
subscriptions, investment management and service and distribution fees, and
licensing proprietary information. The Company recognizes subscription revenue
in equal amounts over the term of the subscription, which generally ranges
from
three months to three years, varying based on the product or service. Investment
management fees and service and distribution fee revenues for the Value Line
Funds are recognized each month based upon the daily net assets of each fund.
Licensing fees are calculated monthly based on market fluctuation and billed
quarterly. The Company believes that the estimates related to revenue
recognition are critical accounting estimates, and to the extent that there
are
material differences between its determination of revenues and actual results,
its financial condition or results of operations may be affected.
Income
Taxes
The
Company’s effective annual income tax expense rate is based on the U.S. federal
and state and local jurisdiction tax rates on income and losses that are part
of
our Consolidated Financial Statements. Tax-planning opportunities and the blend
of business income and income from securities transactions will impact the
effective tax rate in the various jurisdictions in which the Company operates.
Significant judgment is required in evaluating our tax positions.
Tax
law
requires items to be included in the tax return at different times from when
these items are reflected in the Company’s Consolidated Financial Statements. As
a result, the effective tax rate reflected in our Consolidated Financial
Statements is different from the tax rate reported on the Company’s tax return
(the Company’s cash tax rate). Some of these differences are permanent, such as
non-taxable income that is not includable in the Company’s tax return and
expenses that are not deductible in the Company’s tax return, and some
differences reverse over time, such as depreciation and amortization expenses.
These timing differences create deferred tax assets and liabilities. Deferred
tax assets and liabilities are determined based on temporary differences between
the financial reporting and the tax basis of assets and
liabilities.
As
of
April 30, 2007, the Company had $8.7 million of deferred tax liabilities and
$139,000 of short-term deferred tax assets. In assessing the Company’s deferred
tax assets, the Company considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become
deductible.
In
assessing the need for a valuation allowance, the Company considers both
positive and negative evidence, including tax-planning strategies, projected
future taxable income, and recent financial performance. If after future
assessments of the realizability of the deferred tax assets the Company
determines a lesser allowance is required, the Company would record a reduction
to the income tax expense and to the valuation allowance in the period this
determination was made. This would cause the Company’s income tax expense,
effective tax rate, and net income to fluctuate.
In
addition, the Company establishes reserves at the time that it determines that
it is more likely than not that it will need to pay additional taxes related
to
certain matters. The Company adjusts these reserves, including any impact of
the
related interest and penalties, in light of changing facts and circumstances
such as the progress of a tax audit. A number of years may elapse before a
particular matter for which the Company has established a reserve is audited
and
finally resolved. The number of years with open tax audits varies depending
on
the tax jurisdiction. While it is often difficult to predict the final outcome
or the timing of resolution of any particular tax matter, the Company records
a
reserve when it determines the likelihood of loss is more likely than not.
Such
liabilities are recorded as income taxes payable in the Company’s Consolidated
Balance Sheets. Settlement of any particular issue would usually require the
use
of cash. Favorable resolutions of tax matters for which the Company has
previously established reserves are recognized as a reduction to the Company’s
income tax expense when the amounts involved become known.
22
Assessing
the future tax consequences of events that have been recognized in the Company’s
financial statements or tax returns requires judgment. Variations in the actual
outcome of these future tax consequences could materially impact the Company’s
financial position, results of operations, or cash flows.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements.
Contractual
Obligations
Below
is
a summary of certain contractual obligations (in thousands):
Contractual
Obligations
|
Total
|
Less
Than
1
Year
|
|
1-3
years
|
|
3-5
years
|
|
More
Than
5
Years
|
||||||||
Operating
Lease Obligations
|
$
|
17,598
|
$
|
3,110
|
$
|
6,166
|
$
|
5,896
|
$
|
2,426
|
||||||
Purchase
Obligations
|
–
|
–
|
–
|
–
|
–
|
|||||||||||
Other
Long-term Obligations reflected on Balance Sheet
|
$
|
34,500
|
$
|
28,552
|
$
|
5,948
|
–
|
–
|
||||||||
TOTAL
|
$
|
52,098
|
$
|
31,662
|
$
|
12,114
|
$
|
5,896
|
$
|
2,426
|
Item
7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market
Risk Disclosures
The
Company’s Consolidated Balance Sheet includes a substantial amount of assets
whose fair values are subject to market risks. The Company’s significant market
risks are primarily associated with interest rates and equity prices. The
following sections address the significant market risks associated with the
Company’s business activities.
23
Interest
Rate Risk
The
Company’s strategy has been to acquire highly liquid debt securities with
extremely low credit risk. Despite this strategy management recognizes and
accepts the possibility that losses may occur. To limit the price fluctuation
in
these securities from interest rate changes, the Company’s management invests
primarily in short-term obligations maturing in 1 to 5 years.
The
fair
values of the Company’s fixed maturity investments will fluctuate in response to
changes in market interest rates. Increases and decreases in prevailing interest
rates generally translate into decreases and increases in fair values of those
instruments. Additionally, fair values of interest rate sensitive instruments
may be affected by prepayment options, relative values of alternative
investments, and other general market conditions.
The
following table summarizes the estimated effects of hypothetical increases
and
decreases in interest rates on assets that are subject to interest rate risk.
It
is assumed that the changes occur immediately and uniformly to each category
of
instrument containing interest rate risks. The hypothetical changes in market
interest rates do not reflect what could be deemed best or worst case scenarios.
Variations in market interest rates could produce significant changes in the
timing of repayments due to prepayment options available. For these reasons,
actual results might differ from those reflected in the table. Dollars are
in
thousands.
Estimated
Fair Value after
|
||||||||||||||||
|
Hypothetical
Change in Interest Rates
|
|||||||||||||||
|
(bp
= basis points)
|
|||||||||||||||
|
|
6
mo.
|
6
mo.
|
1
yr.
|
1
yr.
|
|||||||||||
|
Fair
|
50bp
|
50bp
|
100bp
|
100bp
|
|||||||||||
Fixed
Income Securities
|
Value
|
|
increase
|
|
decrease
|
|
increase
|
|
decrease
|
|||||||
As
of April 30, 2007
|
||||||||||||||||
Investments
in securities with fixed maturities
|
$
|
42,952
|
$
|
42,357
|
$
|
43,074
|
$
|
41,900
|
$
|
43,054
|
||||||
Investments
in securities with fixed maturities
|
$
|
41,585
|
$
|
41,549
|
$
|
41,801
|
$
|
41,514
|
$
|
41,821
|
Management
regularly monitors the maturity structure of the Company’s investments in debt
securities in order to maintain an acceptable price risk associated with changes
in interest rates.
Equity
Price Risk
The
carrying values of investments subject to equity price risks are based on quoted
market prices or management’s estimates of fair value as of the balance sheet
dates. Market prices are subject to fluctuation and, consequently, the amount
realized in the subsequent sale of an investment may significantly differ from
the reported market value. Fluctuation in the market price of a security may
result from perceived changes in the underlying economic characteristics of
the
issuer, the relative price of alternative investments and general market
conditions. Furthermore, amounts realized in the sale of a particular security
may be affected by the relative quantity of the security being
sold.
Value
Line invests a significant level of its assets in equity securities, primarily
the Value Line Funds. Each mutual fund invests in a variety of equity positions.
24
The
table
below summarizes Value Line’s equity price risks as of April 30, 2007 and 2006
and shows the effects of a hypothetical 30% increase and a 30% decrease in
market prices as of those dates. The selected hypothetical changes do not
reflect what could be considered the best or worst case scenarios. Dollars
are
in thousands.
Equity
Securities
|
Fair
Value
|
|
Hypothetical
Price
Change
|
|
Estimated
Fair
Value after
Hypothetical
Change
in Prices
|
|
Hypothetical
Percentage
Increase
(Decrease) in
Shareholders’
Equity
|
||||||
As
of April 30, 2007
|
$
|
49,719
|
30% increase |
$
|
64,635
|
12.83
|
%
|
||||||
30% decrease |
$
|
34,803
|
(12.83
|
)%
|
|||||||||
$
|
46,644
|
30% increase |
$
|
60,637
|
14.69
|
%
|
|||||||
30% decrease |
$
|
32,651
|
(14.69
|
)%
|
Item
8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The
following consolidated financial statements of the registrant and its
subsidiaries are included as a part of this Form 10K:
Page
Number
|
|
Report
of independent auditors
|
35
|
Consolidated
balance sheets—April
30,
2007 and 2006
|
36
|
Consolidated
statements of income and retained earnings
|
|
-years
ended April 30, 2007, 2006 and 2005
|
37
|
Consolidated
statements of cash flows
|
|
-years
ended April 30, 2007, 2006 and 2005
|
38
|
Consolidated
statement of changes in shareholders’ equity
|
39
|
-years
ended April 30, 2007, 2006 and 2005
|
|
Notes
to the consolidated financial statements
|
40
|
25
Quarterly
Results (Unaudited)
(in
thousands, except per share amounts)
|
|
Income
|
|
|
|
Earnings
|
|
||||||
|
|
Total
|
|
From
|
|
Net
|
|
Per
|
|
||||
|
|
Revenues
|
|
Operations
|
|
Income
|
|
Share
|
|||||
2007,
by Quarter -
|
|||||||||||||
First
|
$
|
21,391
|
$
|
9,869
|
$
|
6,271
|
$
|
0.63
|
|||||
Second
|
20,745
|
9,061
|
5,909
|
0.59
|
|||||||||
Third
|
21,061
|
8,859
|
7,192
|
0.72
|
|||||||||
Fourth
|
20,438
|
7,847
|
5,235
|
0.53
|
|||||||||
Total
|
$
|
83,635
|
$
|
35,636
|
$
|
24,607
|
$
|
2.47
|
|||||
2006,
by Quarter -
|
|||||||||||||
First
|
$
|
20,874
|
$
|
9,163
|
$
|
5,648
|
$
|
0.57
|
|||||
Second
|
21,002
|
8,470
|
5,385
|
0.54
|
|||||||||
Third
|
21,582
|
8,037
|
6,694
|
0.67
|
|||||||||
Fourth
|
21,728
|
9,510
|
5,712
|
0.57
|
|||||||||
Total
|
$
|
85,186
|
$
|
35,180
|
$
|
23,439
|
$
|
2.35
|
|||||
2005,
by Quarter -
|
|||||||||||||
First
|
$
|
21,380
|
$
|
6,245
|
$
|
5,941
|
$
|
0.60
|
|||||
Second
|
20,922
|
5,868
|
5,798
|
0.58
|
|||||||||
Third
|
21,058
|
6,437
|
4,657
|
0.46
|
|||||||||
Fourth
|
21,118
|
8,534
|
4,922
|
0.50 | |||||||||
Total
|
$
|
84,478
|
$
|
27,084
|
$
|
21,318
|
$
|
2.14
|
Item 9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
|
There
have been no disagreements with the independent accountants on accounting and
financial disclosure matters.
26
Item 9A. |
CONTROLS
AND PROCEDURES.
|
(a)
|
Evaluation
of Disclosure Controls and
Procedures.
|
The
Company's Chief Executive Officer, Chief Financial Officer, Chief Compliance
Officer and Chief Legal Officer carried out an evaluation of the effectiveness
of the Company's "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of April 30,
2007, as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
The
Company’s Chief Executive Officer, Chief Financial Officer, Chief Compliance
Officer and Chief Legal Officer are engaged in a comprehensive effort to review,
evaluate and improve the Company's controls; however, management does not expect
that the Company's disclosure controls or its internal controls over financial
reporting will prevent all possible errors and fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the control system’s objectives would be met.
The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company’s reports filed with
the SEC is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including its Chief Executive
Officer, Chief Financial Officer, Chief Compliance Officer and Chief Legal
Officer, as appropriate, to allow timely decisions regarding required
disclosure.
The
Company’s management has evaluated, with the participation of the Company’s
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that the Company’s disclosure controls
and procedures were effective as of the end of the period covered by
this report.
(b)
|
Changes
in Internal Controls.
|
In
the
course of the evaluation of disclosure controls and procedures, the Chief
Executive Officer and Chief Financial Officer considered certain internal
control areas in which the Company has made and is continuing to make changes
to
improve and enhance controls. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer of the Company concluded that there were
no
changes in the Company's internal controls over financial reporting identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the fourth quarter that have
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.
Item 9B. |
OTHER
INFORMATION.
|
There
were no matters required to be disclosed by the Company in a report on Form
8-K
during the Company's fourth fiscal quarter of the year ended April 30,
2007.
27
Part
III
Item 10. |
DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE.
|
(a)
Names of Directors, Age as of June 30, 2007 and Principal
Occupation
Director
|
||
Since
|
||
Jean
Bernhard Buttner* (72). Chairman of the Board, President,
and
|
1982
|
|
Chief
Executive Officer of the Company and Arnold Bernhard & Co.,
Inc.
|
||
Chairman
of the Board and President of each of the Value Line
Funds.
|
||
Herbert
Pardes, MD (73). President and CEO of New York-
Presbyterian
|
2000
|
|
Hospital.
|
||
Dr.
Edgar A. Buttner (44). Postdoctoral Fellow, Research Associate,
Harvard
|
2003
|
|
University
since 2003; Instructor, McLean Hospital, since 2002;
|
||
Postdoctoral
Fellow, Massachusetts Institute of Technology, 1997-
|
||
2001;
Director of Arnold Bernhard & Co., Inc. Dr. Buttner is the son
of
|
||
Jean
Bernhard Buttner.
|
||
Edward
J. Shanahan (63). President and Headmaster, Choate Rosemary
Hall
|
2004
|
|
(boarding
school); Director and Chairman, Foundation for Greater
Opportunity
|
||
(independent
educational foundation).
|
||
Marion
N. Ruth (72). President, Ruth Realty.
|
2005
|
|
Janet
Eakman (47). Private Investor. Mrs. Eakman is a daughter of
Jean
|
July
2007
|
|
Bernhard
Buttner.
|
||
Howard
A. Brecher* (53). Chief Legal Officer, Vice President and Secretary
|
1992
|
|
of
the Company; Assistant Treasurer and Assistant Secretary of each
of
the
|
||
Value
Line Funds since 2005; Director, Vice President, Secretary, Treasurer
and
|
||
General
Counsel of Arnold Bernhard & Co., Inc.
|
||
David
T. Henigson* (49). Chief Compliance Officer and Vice President
of
the
|
1992
|
|
Company;
Chief Compliance Officer, Vice President, and Secretary of each
of
the
|
||
*
Member
of the Executive Committee
Except
as
noted, the directors have held their respective positions for at least five
years.
(b)
|
The
information pertaining to Executive Officers is set forth in Part
I under
the caption
"Executive
Officers of the Registrant."
|
Audit
Committee
The
Company has a standing Audit Committee performing the functions described in
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, the members of
which
are: Dr. Herbert Pardes, Edward J. Shanahan and Marion N. Ruth.
28
Audit
Committee Financial Expert
The
Board
of Directors has determined that no member of the Audit Committee is an “audit
committee financial expert” (as defined in the rules and regulations of the
Securities and Exchange Commission). The Board of Directors believes that the
experience and financial sophistication of the members of the Audit Committee
are sufficient to permit the members of the Audit Committee to fulfill the
duties and responsibilities of the Audit Committee. All members of the Audit
Committee meet the Nasdaq Stock Market’s audit committee financial
sophistication requirements.
Code
of Ethics
The
Company has adopted a Code of Business Conduct and Code of Ethics that applies
to its principal executive officer, principal financial officer, all other
officers, and all other employees. The Code of Business Conduct and Code of
Ethics was amended as of July 19, 2007, and is available on the Company’s
Internet site.
Procedures
for Shareholders to Nominate Directors
There
have been no material changes to the procedures by which shareholders of the
Company may recommend nominees to the Company's Board of Directors implemented
after the disclosure of those procedures contained in the proxy statement for
the Company's 2006 Annual Meeting of Shareholders.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act requires the Company's executive officers and
directors, and persons who own more than ten percent of a registered class
of
the Company’s equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission.
Executive officers, directors and greater than ten percent shareowners are
required by Securities and Exchange Commission regulations to furnish the
Company with copies of all Forms 3, 4 and 5 they file.
Based
on
the Company's review of the copies of such forms that it has received and
written representations from certain reporting persons confirming that they
were
not required to file Forms 5 for specified fiscal years, the Company believes
that all its executive officers, directors and greater than ten percent
beneficial owners complied with applicable SEC filing requirements during fiscal
2007.
Item 11. |
EXECUTIVE
COMPENSATION.
|
The
information required in response to this Item is incorporated by reference
from
the section entitled “Compensation of Directors and Executive Officers” in the
Company’s Proxy Statement for the 2007 Annual Meeting of
Shareholders.
29
Item 12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
|
The
following table sets forth information as of June 30, 2007 as to shares of
the
Company's Common Stock held by persons known to the Company to be the beneficial
owners of more than 5% of the Company's Common Stock.
Name
and Address
of
Beneficial Owner
|
|
Number
of Shares
Beneficially
Owned
|
|
Percentage
of Shares
Beneficially
Owned1
|
|||
Arnold
Bernhard & Co., Inc.1
|
8,631,032
|
86.47
|
%
|
||||
220
East 42nd Street
|
|||||||
The
following table sets forth information as of June 30, 2007, with respect to
shares of the Company's Common Stock owned by each director of the Company,
by
each executive officer listed in the Summary Compensation Table and by all
executive officers and directors as a group.
Name
and Address
of
Beneficial Owner
|
|
Number
of Shares
Beneficially
Owned
|
|
Percentage
of Shares
Beneficially
Owned
|
|||
Jean
Bernhard Buttner
|
100
|
1,2 |
*
|
1,2 | |||
Mitchell
E. Appel
|
100
|
*
|
|||||
Howard
A. Brecher
|
200
|
*
|
|||||
David
T. Henigson
|
150
|
*
|
|||||
Stephen
R. Anastasio
|
100
|
*
|
|||||
Edgar
A. Buttner
|
100
|
*
|
|||||
Dr.
Herbert Pardes
|
100
|
*
|
|||||
Marion
N. Ruth
|
200
|
*
|
|||||
Edward
J. Shanahan
|
100
|
*
|
|||||
All
directors and executive
|
|||||||
1,150
|
1,2 |
*
|
1,2 |
*Less
than one percent
1Jean Bernhard Buttner, Chairman of the Board, President and Chief Executive Officer of the Company, owns all of the outstanding voting stock of Arnold Bernhard & Co., Inc. Substantially all of the non-voting stock of Arnold Bernhard & Co., Inc. is held by members of the Buttner family.
2Excludes
8,631,032 shares (86.47% of the outstanding shares) owned by Arnold Bernhard
& Co., Inc.
30
Securities
Authorized for Issuance under Equity Compensation Plans
As
of the
date of this Annual Report on Form 10-K, there were no securities of the Company
authorized for issuance under equity compensation plans.
Item 13. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
|
AB&Co.,
which owns 86.47% of the outstanding shares of the Company’s Common Stock,
utilizes the services of officers and employees of the Company to the extent
necessary to conduct its business. The Company and AB&Co. allocate costs for
office space, equipment and supplies and shared staff pursuant to a servicing
and reimbursement agreement. During the years ended April 30, 2007, 2006, and
2005, the Company was reimbursed $1,100,000, $918,000, and $689,000
respectively, for payments it made on behalf of and services it provided to
AB&Co. At April 30, 2007 and 2006, Accounts receivable from affiliates
included a Receivable from AB&Co. of $243,000 and $154,000, respectively. In
addition, a tax-sharing arrangement allocates the tax liabilities of the two
companies between them. The Company pays to AB&Co. an amount equal to the
Company's liability as if it filed separate tax returns. For the years ended
April 30, 2007, 2006, and 2005, the Company made payments to AB&Co. for
federal income tax amounting to $13,450,000, $11,895,000 and $12,115,000,
respectively. At April 30, 2007 prepaid and refundable
income taxes in the Consolidated Balance Sheet
included federal tax due from AB&Co. in the amount of $415,000. At
April 30, 2006 accrued taxes payable included a federal tax liability owed
to AB&Co. in the amount of $449,000.
The
Company acts as investment adviser and manager for fourteen open-end investment
companies, the Value Line Funds. The Company earns investment management fees
based upon the average daily net asset values of the respective funds. VLS
receives service and distribution fees under rule 12b-1 of the Investment
Company Act of 1940 from certain Value Line Funds for which Value Line, Inc.
is
the adviser. For certain periods prior to December 2004, VLS earned brokerage
commission income on securities transactions executed by VLS on behalf of the
funds that were cleared on a fully disclosed basis through non-affiliated
brokers, who received a portion of the gross commission. VLS in November 2004
suspended execution of trades through VLS for any of the Value Line Funds.
For
the years ended April 30, 2007, 2006, and 2005, investment management fees,
service and distribution fees and brokerage commission income amounted to
$30,026,000, $31,378,000 and $30,206,000, respectively, after fee waivers.
These
amounts include service and distribution fees of $7,299,000, $9,915,000 and
$9,609,000, respectively. The related receivables from the funds for management
advisory fees and service and distribution fees included in Receivable from
affiliates were $2,534,000 and $2,751,000 at April 30, 2007 and 2006,
respectively.
Director
Independence
The
information required with respect to director independence and related matters
is incorporated by reference from the section entitled “Compensation of
Directors and Executive Officers” in the Company’s Proxy Statement for the 2007
Annual Meeting of Shareholders.
Item 14. |
PRINCIPAL
ACCOUNTING FEES AND SERVICES.
|
Audit
and
Non-Audit Fees
The
following table illustrates for the fiscal years ended April 30, fees paid
to
the Company’s independent auditor, Horowitz & Ullman, for services
provided:
2007
|
|
2006
|
|||||
Audit
fees
|
$
|
146,450
|
$
|
134,695
|
|||
Audit-related
fees
|
$
|
16,810
|
$
|
24,190
|
|||
$
|
146,105
|
$
|
76,960
|
||||
All
other fees
|
$
|
0
|
$
|
0
|
31
Audit
Committee Pre-Approval Policies and Procedures
The
Audit
Committee of the Company's Board of Directors approves all services provided
by Horowitz & Ullmann, P.C. prior to the provision of those services and has
not adopted
any specific pre-approval policies and procedures.
Part
IV
Item
15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
1. Financial Statements
See
Part
II Item 8.
All
other
Schedules are omitted because they are not applicable or the required
information
is shown in the financial statements or notes thereto.
(b)
Exhibits
3.1
|
Articles
of Incorporation of the Company, as amended through April 17, 1983,
are
incorporated by reference to the Registration Statement - Form
S-1 of
Value Line, Inc. Part II, Item 16.(a) 3.1 filed with the Securities
and
Exchange Commission on April 7, 1983.
|
|
3.2
|
Certificate
of Amendment of Certificate of Incorporation dated October 24,
1989 is
incorporated by reference to the Annual Report on Form 10-K for
the year
ended April 30, 1990.
|
|
10.8
|
Form
of tax allocation arrangement between the Company and AB&Co.
incorporated by reference to the Registration Statement - Form
S-1 of
Value Line, Inc. Part II, Item 16.(a) 10.8 filed with the Securities
and
Exchange Commission on April 7, 1983.
|
|
10.9
|
Form
of Servicing and Reimbursement Agreement between the Company and
AB&Co., dated as of November 1, 1982 incorporated by reference to
the
Registration Statement - Form S-1 of Value Line, Inc. Part II,
Item 16.(a)
10.9 filed with the Securities and Exchange Commission on April
7,
1983.
|
|
10.10
|
Value
Line, Inc. Profit Sharing and Savings Plan as amended and restated
effective May 1, 1989, including amendments through April 30, 1995,
incorporated by reference to the Annual Report on Form 10-K for
the year
ended April 30, 1996.
|
|
10.13
|
Lease
for the Company's premises at 220 East 42nd Street, New York, N.Y.
incorporated by reference to the Annual Report on Form 10-K for
the year
ended April 30, 1994.
|
|
10.14
|
Lease
amendments dated September 14, 2000, January 19, 2006, and April
23, 2007
for the Company’s premises located at 220 East 42nd Street, New York,
NY.
|
|
|
||
14
|
Code
of Business Conduct and Code of Ethics incorporated by reference
to
Exhibit 14 to the Form 8-K filed on December 1, 2004 and as
amended July 19, 2007.
|
|
Subsidiaries
of the Registrant.
|
||
31
|
Rules
13a-14(a) and 15d-14(a) Certifications.
|
|
32
|
Section
1350 Certifications.
|
32
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-K for the fiscal
year ended April 30, 2007, to be signed on its behalf by the undersigned,
thereunto duly authorized.
VALUE
LINE, INC.
(Registrant)
|
||
|
|
|
By: | s/Jean Bernhard Buttner | |
Jean
Bernhard Buttner
Chairman
& Chief Executive Officer
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed below by the following persons on behalf of the Registrant and in
the
capacities and on the dates indicated.
By: | s/Jean Bernhard Buttner | |
Jean
Bernhard Buttner
Chairman
& Chief Executive Officer
|
By: | s/Mitchell E. Appel | |
Mitchell
E. Appel
Chief
Financial Officer
|
Dated:
July 20, 2007
33
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been
signed by the undersigned on behalf of the Registrant as Directors of the
Registrant.
s/Jean
Bernhard Buttner
|
s/Howard
A. Brecher
|
|
Jean
Bernhard Buttner
|
Howard
A. Brecher
|
|
s/Edgar
A. Buttner
|
s/Marion
N. Ruth
|
|
Edgar
A. Buttner
|
Marion
N. Ruth
|
|
s/Edward
J. Shanahan
|
s/David
T. Henigson
|
|
Edward
J. Shanahan
|
David
T. Henigson
|
|
s/Janet
Eakman
|
s/Dr.
Herbert Pardes
|
|
Janet
Eakman
|
Dr.
Herbert Pardes
|
|
Dated:
July 20, 2007
34
H
O R O W I T Z & U L L M A N N, P.
C.
C
e r t i f i e d P u b l i c A c c o u n t a n t
s
Report
of Independent Accountants
To
the
Board of Directors
and
Shareholders of
Value
Line, Inc.
We
have
audited the accompanying consolidated balance sheets of Value Line, Inc.
and
Subsidiaries as of April 30, 2007 and 2006 and the related consolidated
statements of income and retained earnings, changes in stockholders’ equity, and
cash flows for each of the three years in the period ended April 30, 2007.
These
financial statements are the responsibility of the Company’s management; our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits of these statements in accordance with the standards
of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Value Line, Inc. and Subsidiaries
at April 30, 2007 and 2006, and the results of their operations, changes
in
stockholders’ equity, and their cash flows for each of the three years in the
period ended April 30, 2007, in conformity with accounting principles generally
accepted in the United States of America.
New
York,
NY
July
19,
2007
35
Part
II
Item
8.
Value
Line, Inc.
|
|
Consolidated
Balance Sheets
|
|
(in
thousands, except share amounts)
|
April
30,
|
|
April
30,
|
|
||||
|
|
2007
|
|
2006
|
|||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents (including short term
|
|||||||
investments
of $20,165 and $14,885, respectively)
|
$
|
20,605
|
$
|
15,331
|
|||
Trading
securities
|
15,849
|
22,314
|
|||||
Securities
available for sale
|
76,822
|
65,915
|
|||||
Accounts
receivable, net of allowance for doubtful
|
|||||||
accounts
of $88 and $72, respectively
|
3,929
|
3,037
|
|||||
Receivable
from affiliates
|
2,794
|
2,917
|
|||||
Prepaid
expenses and other current assets
|
1,588
|
1,617
|
|||||
Prepaid
and refundable income taxes
|
510
|
0
|
|||||
Deferred
income taxes
|
139
|
88
|
|||||
Total
current assets
|
122,236
|
111,219
|
|||||
Long
term assets:
|
|||||||
Property
and equipment, net
|
4,923
|
5,406
|
|||||
Capitalized
software and other intangible assets, net
|
1,804
|
2,589
|
|||||
Total
long term assets
|
6,727
|
7,995
|
|||||
Total
assets
|
$
|
128,963
|
$
|
119,214
|
|||
Liabilities
and Shareholders' Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable and accrued liabilities
|
$
|
5,316
|
$
|
6,186
|
|||
Accrued
salaries
|
1,545
|
1,495
|
|||||
Dividends
payable
|
2,995
|
2,495
|
|||||
Accrued
taxes payable
|
0
|
560
|
|||||
Unearned
revenue
|
28,552
|
28,224
|
|||||
Deferred
income taxes
|
8,654
|
8,436
|
|||||
Total
current liabilities
|
47,062
|
47,396
|
|||||
Long
term liabilities:
|
|||||||
Unearned
revenue
|
5,948
|
9,502
|
|||||
Deferred
charges
|
381
|
381
|
|||||
Total
long term liabilities
|
6,329
|
9,883
|
|||||
Shareholders'
Equity:
|
|||||||
Common
stock, $.10 par value; authorized 30,000,000
|
|||||||
shares;
issued 10,000,000 shares
|
1,000
|
1,000
|
|||||
Additional
paid-in capital
|
991
|
991
|
|||||
Retained
earnings
|
57,383
|
44,256
|
|||||
Treasury
stock, at cost (18,400 shares on 4/30/07
|
|||||||
and
4/30/06)
|
(354
|
)
|
(354
|
)
|
|||
Accumulated
other comprehensive income, net of tax
|
16,552
|
16,042
|
|||||
Total
shareholders' equity
|
75,572
|
61,935
|
|||||
Total
liabilities and shareholders' equity
|
$
|
128,963
|
$
|
119,214
|
See
independent auditor's report and accompanying notes to the consolidated
financial statements.
36
Part
II
Item
8.
Value
Line, Inc.
|
|
Consolidated
Condensed Statements of Income
|
|
(in
thousands, except per share amounts)
|
Years
ended April 30,
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
Revenues:
|
||||||||||
Investment
periodicals and
|
||||||||||
related
publications
|
$
|
45,619
|
$
|
47,703
|
$
|
50,172
|
||||
Licensing
fees
|
6,861
|
5,016
|
2,541
|
|||||||
Investment
management fees & services
|
31,155
|
32,467
|
31,765
|
|||||||
Total
revenues
|
83,635
|
85,186
|
84,478
|
|||||||
Expenses:
|
||||||||||
Advertising
and promotion
|
14,628
|
13,671
|
20,455
|
|||||||
Salaries
and employee benefits
|
18,409
|
19,025
|
19,445
|
|||||||
Production
and distribution
|
6,981
|
7,073
|
8,589
|
|||||||
Office
and administration
|
7,981
|
10,237
|
8,905
|
|||||||
Total
expenses
|
47,999
|
50,006
|
57,394
|
|||||||
Income
from operations
|
35,636
|
35,180
|
27,084
|
|||||||
Income
from securities transactions, net
|
4,867
|
3,869
|
8,278
|
|||||||
Income
before income taxes
|
40,503
|
39,049
|
35,362
|
|||||||
Provision
for income taxes
|
15,896
|
15,610
|
14,044
|
|||||||
Net
income
|
$
|
24,607
|
$
|
23,439
|
$
|
21,318
|
||||
Earnings
per share, basic & fully diluted
|
$
|
2.47
|
$
|
2.35
|
$
|
2.14
|
||||
Weighted
average number of common shares
|
9,981,600
|
9,981,600
|
9,981,600
|
See
independent auditor's report and accompanying notes to the consolidated
financial statements.
37
Part
II
Item
8.
Value
Line, Inc.
|
||||||||||||||||
Consolidated
Condensed Statements of Cash Flows
|
||||||||||||||||
(in
thousands)
|
||||||||||||||||
Years
ended April 30,
|
||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||
Cash
flows from operating activities:
|
||||||||||||||||
Net
income
|
$
|
24,607
|
$
|
23,439
|
$
|
21,318
|
||||||||||
Adjustments
to reconcile net income to net cash
|
||||||||||||||||
provided
by operating activities:
|
||||||||||||||||
Depreciation
and amortization
|
2,063
|
2,275
|
2,506
|
|||||||||||||
Realized
gains on sales of securities
|
(2,164
|
)
|
(2,430
|
)
|
(8,802
|
)
|
||||||||||
Unrealized
losses on sales of securities
|
112
|
217
|
1,128
|
|||||||||||||
Loss
on disposal of fixed assets
|
---
|
139
|
---
|
|||||||||||||
Deferred
income taxes
|
(138
|
)
|
(204
|
)
|
(371
|
)
|
||||||||||
Changes
in assets and liabilities:
|
||||||||||||||||
Proceeds
from sales of trading securities
|
15,000
|
---
|
43,385
|
|||||||||||||
Purchases
of trading securities
|
(8,471
|
)
|
(4,364
|
)
|
(22,024
|
)
|
||||||||||
(Decrease)
in unearned revenue
|
(3,226
|
)
|
(2,366
|
)
|
(779
|
)
|
||||||||||
(Decrease)/increase
in deferred charges
|
(64
|
)
|
(84
|
)
|
15
|
|||||||||||
(Decrease)/increase
in accounts payable and accrued expenses
|
(806
|
)
|
1,939
|
796
|
||||||||||||
Increase/(decrease)
in accrued salaries
|
50
|
248
|
(329
|
)
|
||||||||||||
Increase/(decrease)
in accrued taxes payable
|
(532
|
)
|
560
|
(294
|
)
|
|||||||||||
(Increase)/decrease
in prepaid expenses and other
|
||||||||||||||||
current
assets
|
(481
|
)
|
(149
|
)
|
595
|
|||||||||||
Decrease/(increase)
in accounts receivable
|
(892
|
)
|
59
|
(917
|
)
|
|||||||||||
(Increase)/decrease
in receivable from affiliates
|
123
|
(360
|
)
|
363
|
||||||||||||
Total
adjustments
|
574
|
(4,520
|
)
|
15,272
|
||||||||||||
Net
cash provided by operating activities
|
25,181
|
18,919
|
36,590
|
|||||||||||||
Cash
flows from investing activities:
|
||||||||||||||||
Proceeds
from sales of equity securities
|
2,065
|
2,430
|
12,671
|
|||||||||||||
Purchase
of equity securities
|
(2,280
|
)
|
(2,467
|
)
|
(1,039
|
)
|
||||||||||
Proceeds
from sales of fixed income securities
|
10,825
|
9,650
|
9,019
|
|||||||||||||
Purchases
of fixed income securities
|
(18,742
|
)
|
(8,249
|
)
|
(43,092
|
)
|
||||||||||
Acquisition
of property and equipment
|
(52
|
)
|
(218
|
)
|
(194
|
)
|
||||||||||
Expenditures
for capitalized software
|
(743
|
)
|
(724
|
)
|
(1,436
|
)
|
||||||||||
Net
cash provided by/(used in) investing activities
|
(8,927
|
)
|
422
|
(24,071
|
)
|
|||||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Dividends
paid
|
(10,980
|
)
|
(9,981
|
)
|
(184,656
|
)
|
||||||||||
Net
cash used in financing activities
|
(10,980
|
)
|
(9,981
|
)
|
(184,656
|
)
|
||||||||||
Net
increase/(decrease) in cash and cash equivalents
|
5,274
|
9,360
|
(172,137
|
)
|
||||||||||||
Cash
and cash equivalents at beginning of year
|
15,331
|
5,971
|
178,108
|
|||||||||||||
Cash
and cash equivalents at end of year
|
$
|
20,605
|
$
|
15,331
|
$
|
5,971
|
See
independent auditor's report and accompanying notes to the consolidated
financial statements.
38
Part
II
Item
8.
VALUE
LINE, INC.
|
|
CONSOLIDATED
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
|
|
FOR
THREE YEARS ENDED APRIL 30, 2007, 2006 & 2005
|
|
(in
thousands, except share amounts)
|
Common
stock
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
||||||||||||
|
|
Number
|
|
Par
|
|
Additional
|
|
|
|
|
|
|
|
Other
|
|
|
|
||||||||
|
|
of
|
|
Value
|
|
paid-in
|
|
Treasury
|
|
Comprehensive
|
|
Retained
|
|
Comprehensive
|
|
|
|
||||||||
|
|
shares
|
|
Amount
|
|
capital
|
|
Stock
|
|
income
|
|
earnings
|
|
income
|
|
Total
|
|||||||||
Balance
at April 30, 2004
|
9,981,600
|
$
|
1,000
|
$
|
991
|
$
|
(354
|
)
|
$
|
19,459
|
$
|
14,202
|
$
|
35,298
|
|||||||||||
Comprehensive
income
|
|||||||||||||||||||||||||
Net
income
|
$
|
21,318
|
21,318
|
21,318
|
|||||||||||||||||||||
Other
comprehensive income,
|
|||||||||||||||||||||||||
net
of tax:
|
|||||||||||||||||||||||||
Change
in unrealized
|
|||||||||||||||||||||||||
gains
on securities
|
(2,494
|
)
|
(2,494
|
)
|
(2,494
|
)
|
|||||||||||||||||||
Comprehensive
income
|
$
|
18,824
|
|||||||||||||||||||||||
Dividends
declared
|
(9,979
|
)
|
(9,979
|
)
|
|||||||||||||||||||||
Balance
at April 30, 2005
|
9,981,600
|
$
|
1,000
|
$
|
991
|
$
|
(354
|
)
|
$
|
30,798
|
$
|
11,708
|
$
|
44,143
|
|||||||||||
Comprehensive
income
|
|||||||||||||||||||||||||
Net
income
|
$
|
23,439
|
23,439
|
23,439
|
|||||||||||||||||||||
Other
comprehensive income,
|
|||||||||||||||||||||||||
net
of tax:
|
|||||||||||||||||||||||||
Change
in unrealized
|
|||||||||||||||||||||||||
gains
on securities,
|
|||||||||||||||||||||||||
net
of taxes
|
4,334
|
4,334
|
4,334
|
||||||||||||||||||||||
Comprehensive
income
|
$
|
27,773
|
|||||||||||||||||||||||
Dividends
declared
|
(9,981
|
)
|
(9,981
|
)
|
|||||||||||||||||||||
Balance
at April 30, 2006
|
9,981,600
|
$
|
1,000
|
$
|
991
|
$
|
(354
|
)
|
$
|
44,256
|
$
|
16,042
|
$
|
61,935
|
|||||||||||
Comprehensive
income
|
|||||||||||||||||||||||||
Net
income
|
$
|
24,607
|
24,607
|
24,607
|
|||||||||||||||||||||
Other
comprehensive income,
|
|||||||||||||||||||||||||
net
of tax:
|
|||||||||||||||||||||||||
Change
in unrealized
|
|||||||||||||||||||||||||
gains
on securities,
|
|||||||||||||||||||||||||
net
of taxes
|
510
|
510
|
510
|
||||||||||||||||||||||
Comprehensive
income
|
$
|
25,117
|
|||||||||||||||||||||||
Dividends
declared
|
(11,480
|
)
|
(11,480
|
)
|
|||||||||||||||||||||
Balance
at April 30, 2007
|
9,981,600
|
$
|
1,000
|
$
|
991
|
$
|
(354
|
)
|
$
|
57,383
|
$
|
16,552
|
$
|
75,572
|
See
independent auditor's report and accompanying notes to the consolidated
financial statements.
39
Notes
to Consolidated Financial Statements
Note
1-Organization and Summary of Significant Accounting
Policies:
Value
Line, Inc. (the "Company") is incorporated in New York State. Through its
subsidiary, Value Line Publishing, Inc. ("VLP") it publishes investment
periodicals and related publications. Value Line, Inc. performs investment
management services. Arnold Bernhard & Co., Inc. (the "Parent") owns
approximately 86% of the issued and outstanding common stock of the
Company.
Principles
of consolidation: The consolidated financial statements include the accounts
of
the Company and all of its subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.
Revenue
Recognition:
Depending
upon the product, subscriptions fulfillment is available in print, via
internet
access, and CD-ROM. The length of a subscription varies by product and
offer
received by the subscriber. Generally, subscriptions are available as trial
subscriptions, annual subscriptions and/or multi-year subscriptions.
Subscription revenues are recognized on a straight line basis over the
life of
the subscription. Accordingly, the amount of subscription fees to be earned
by
fulfilling subscriptions after the date of the balance sheet is shown as
unearned revenue within current and long-term liabilities.
Licensing
revenues are derived from licensing certain Value Line trademarks and Value
Line
proprietary ranking system information to third parties under written agreements
for use in selecting securities for third party marketed products, including
unit investment trusts, closed-end fund products and exchange traded funds.
Value Line earns an asset based licensing fee as specified in the individual
licensing agreements. Revenue is recognized monthly over the term of the
agreement and will fluctuate as the market value of the underlying portfolio
increases or decreases in value.
Investment
management fees consist of management fees from the Value Line Mutual Funds
("Value Line Funds"), and from asset management clients. Investment management
fees for the mutual funds are earned on a monthly basis as services are
performed and the fee is calculated based on average daily net assets of
the
mutual funds in accordance with each fund's advisory agreement. Investment
management fees for the asset management accounts are earned on a monthly
basis
as services are performed and the fee is calculated on assets in accordance
with
each of the management agreements (see note 3).
Service
and distribution fees are received from the Value Line Funds in accordance
with
service and distribution plans under rule 12b-1 of the Investment Company
Act of
1940. The plans are compensation plans, which means that the distributor’s fees
under the plans are payable without regard to actual expenses incurred
by the
distributor. Expenses include payments to securities dealers, banks, financial
institutions and other organizations which provide distribution, marketing,
and
administrative services with respect to the distribution of the mutual
funds’
shares. Service and distribution fees are received on a monthly basis and
calculated on the average daily net assets of the respective mutual fund
in
accordance with each fund prospectus.
Valuation
of Securities:
The
Company's securities classified as available for sale consist of shares
of the
Value Line Funds and government debt securities accounted for in accordance
with
Statement of Financial Accounting Standards No.115, "Accounting for Certain
Investments in Debt and Equity Securities". The securities reflected in
the
consolidated condensed financial statements at fair value are valued at
market
with unrealized gains and losses on these securities reported, net of applicable
taxes, as a separate component of Shareholders' Equity. Realized gains
and
losses on sales of the securities available for sale are recorded in earnings
on
trade date and are determined on the identified cost method.
The
Company classifies its securities available for sale as current assets.
It does
so to properly reflect its liquidity and to recognize the fact that it
has
assets available for sale to fully satisfy its current liabilities should
the
need arise.
Market
valuation of securities listed on a securities exchange is based on the
closing
sales prices on the last business day of each month. Valuation of open-ended
mutual fund shares is based upon the publicly quoted net asset value of
the
shares. The market value of the Company's fixed maturity government debt
obligations are determined utilizing publicly quoted market prices.
Advertising
expenses: The Company expenses advertising costs as incurred.
Reclassification:
Certain items in the prior year financial statements have been reclassified
to
conform to the current year presentation.
40
The
Company computes its income tax provision in accordance with the provisions
of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Deferred tax liabilities and assets are recognized for the expected
future tax consequences of events that have been reflected in the Consolidated
Financial Statements. Deferred tax liabilities and assets are determined
based
on the differences between the book values and the tax bases of particular
assets and liabilities, using tax rates currently in effect for the years
in
which the differences are expected to reverse.
Earnings
per share: Earnings per share are based on the weighted average number
of shares
of common stock and common stock equivalents outstanding during each
year.
Cash
and
Cash Equivalents: For purposes of the Consolidated Statements of Cash Flows,
the
Company considers all cash held at banks and short term liquid investments
with
an original maturity of less than three months to be cash and cash equivalents.
As of April 30, 2007 and 2006, cash equivalents included $19,868,000 and
$14,746,000, respectively, invested in the Value Line money market
funds.
Use
of
Estimates: The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Note
2-Supplementary Cash Flow Information:
Cash
payments for income taxes were $16,928,000, $15,156,000, and $14,666,000
in
fiscal 2007, 2006, and 2005, respectively. Interest payments of $36,000,
$11,000, and $7,000 were made in fiscal 2007, 2006, and 2005,
respectively.
Note
3-Related Party Transactions:
The
Company acts as investment adviser and manager for fourteen open-ended
investment companies, the Value Line Funds. The Company earns investment
management fees based upon the average daily net asset values of the respective
Value Line Funds. During certain periods prior to December 2004, Value
Line
Securities, Inc., ("VLS") earned brokerage commission income on securities
transactions executed by VLS on behalf of the funds that were cleared on
a fully
disclosed basis through non-affiliated brokers, who received a portion
of the
gross commission. VLS in November 2004 suspended executing trades through
VLS
for any of the Value Line Funds.
Service
and distribution fees are received from the Value Line Funds in accordance
with
service and distribution plans under rule 12b-1 of the Investment Company
Act of
1940. The plans are compensation plans, which means that the distributor’s fees
under the plans are payable without regard to actual expenses incurred
by the
distributor, which means the distributor may earn a profit under the plan.
Expenses include payments to securities dealers, banks, financial institutions
and other organizations which provide distribution, marketing, and
administrative services with respect to the distribution of the mutual
funds’
shares. Service and distribution fees are received on a monthly basis and
calculated on the average daily net assets of the respective mutual fund
in
accordance with each fund's prospectus.
For
the
twelve months ended April 30, 2007 and 2006, investment management fees
and
12b-1 service and distribution fees amounted to $30,026,000 and $31,378,000,
respectively, which included fee waivers for certain of the Value Line
Funds.
For the twelve months ended April 30, 2005 investment management fees,
12b-1
service and distribution fees and brokerage commission income amounted
to
$30,206,000. These amounts included service and distribution fees of $7,299,000,
$9,915,000 and $9,609,000 earned by VLS in fiscal years 2007, 2006, and
2005,
respectively. There was no brokerage commission income in fiscal years
2007 or
2006. In fiscal year 2005, brokerage commission income was $1,378,000.
The
related receivables from the funds for investment management fees and service
and distribution fees included in Receivables from affiliates were $2,534,000,
and $2,751,000 at April 30, 2007 and April 30, 2006, respectively.
For
the
twelve months ended April 30, 2007 and 2006, total management fee waivers
were
$250,000 and $40,000 respectively, and service and distribution fee waivers
were
$3,127,000 and $282,000, respectively. The Company and its subsidiary,
VLS, have
no right to recoup the previously waived amounts of management fees and
12b-1
fees.
As
of
April 30, 2007, the Company had $49,716,000 invested in the Value Line
equity
funds and $19,868,000 in the Value Line Cash Fund. Combined, this represents
approximately 1.9% of total fund assets at April 30, 2007. Purchases and
redemptions routinely occur in the Value Line Cash Fund as part of business
operations.
For
the
years ended April 30, 2007, 2006 and 2005, the Company was reimbursed
$1,100,000, $918,000 and $689,000, respectively, for payments it made on
behalf
of and services it provided to the Parent. At April 30, 2007, and April
30,
2006, Receivables from affiliates included a Receivable from the Parent
of
$243,000 and $154,000, respectively.
41
For
the
years ended April 30, 2007, 2006, and 2005, the Company made payments to
the
Parent for federal income tax amounting to $13,450,000, $11,895,000 and
$12,115,000, respectively. At April 30, 2007, prepaid and refundable income
taxes in the Consolidated Balance sheet included $415,000 due from the
parent.
At April 30, 2006, accrued taxes payable included a federal tax liability
owed
to the Parent in the amount of $449,000. These transactions are in accordance
with the tax sharing arrangement described in Note 6.
From
time
to time, the Parent has purchased additional shares of the Company in the
market
when and as the Parent has determined it to be appropriate. As stated several
times in the past, the public is reminded that the Parent may make additional
purchases from time to time in the future. For the quarter ended April
30, 2007,
the Parent did not not purchase any additional shares in the
market.
Note
4-Investments:
Securities
held by the Company are classified as Trading Securities and Available-for-Sale
Securities.
All
securities held in VLS, as a broker/dealer, are classified as trading
securities. Securities held by the Company and its other subsidiaries,
which are
all held with the expectation that they may be sold in less than one year,
are
classified as trading securities. All other investments not classified
as
trading securities are classified as available-for-sale securities.
Trading
Securities:
Trading
securities held by the Company at April 30, 2007 had an aggregate cost
of
$16,115,000 and a market value of $15,849,000. Trading securities held
by the
Company at April 30, 2006 had an aggregate cost of $22,402,000 and a market
value of $22,314,000. There were no trading securities held at April 30,
2005.
The proceeds from sales of trading securities during the fiscal year ended
April
30, 2007 were $15,000,000 and the related net realized trading gains amounted
to
$243,000. There were no realized trading gains or losses during fiscal
year
2006. The proceeds from sales of trading securities during the fiscal year
ended
April 30, 2005 were $43,385,000 and the related net realized trading gains
amounted to $2,502,000. The net changes in unrealized losses for the periods
ended April 30, 2007, 2006, and 2005, of $178,000, $88,000, and $1,128,000,
respectively, were included in the Consolidated Statement of Income.
Securities
Available for Sale:
Equity
Securities:
The
aggregate cost of the equity securities classified as available for sale,
which
consist of investments in the Value Line Funds, was $23,917,000 and the
market
value was $49,719,000 at April 30, 2007. The aggregate cost of the equity
securities classified as available for sale, which consist of investments
in the
Value Line Funds, was $21,635,000 and the market value was $46,644,000
at April
30, 2006. The total gains for equity securities with net gains included
in
Accumulated Other Comprehensive Income on the Consolidated Balance Sheet
are
$25,859,000 and $25,009,000, net of deferred taxes of $9,102,000 and $8,803,000,
as of April 30, 2007 and 2006, respectively. The total losses for equity
securities with net losses included in Accumulated Other Comprehensive
Income on
the Consolidated Balance Sheet are $58,000, net of deferred tax benefit
of
$20,000, as of April 30, 2007. There were no losses on equity securities
included in Accumulated Other Comprehensive Income as of April 30, 2006.
Losses
on equity securities included in Accumulated Other Comprehensive Income
as of
April 30, 2005 were $117,000, net of deferred tax benefit of $42,000.
The
increases in gross unrealized gains on these securities of $792,000 and
$6,969,000, net of deferred taxes of $279,000 and $2,453,000, were included
in
Shareholders' Equity at April 30, 2007 and 2006, respectively.
42
Realized
capital gains from the sales of securities classified as available for
sale were
$2,065,000, $2,430,000 and $6,177,000 of which $2,065,000, $2,355,000 and
$5,738,000 of capital gains were reclassified out of Accumulated Other
Comprehensive Income into earnings during fiscal years ended April 30,
2007,
2006, and 2005, respectively. The proceeds from sales of securities including
capital gain distributions reinvested in the Value Line Funds during the
fiscal
years ended April 30, 2007, 2006, and 2005 were $2,065,000, $2,430,000
and
$12,671,000, respectively. Proceeds and capital gains included $75,000
and
$433,000 from the installment sale of an investment in a privately held
company
during fiscal 2006 and 2005, respectively.
Government
Debt Securities:
Government
debt securities consist of federal, state, and local government securities
within the United States. The Company's investments in debt securities
are
classified as available for sale and valued at market value. The aggregate
cost
and fair value at April 30, 2007 for government debt securities classified
as
available for sale were as follows:
Maturity
|
Historical
Cost
|
Fair
Value
|
Gross
Unrealized
Holding
Losses
|
|||||||
(In
Thousands)
|
||||||||||
Due
in less than 2 years
|
$
|
9,504
|
$
|
9,324
|
($180
|
)
|
||||
Due
in 2 years or more
|
17,857
|
17,779
|
(78
|
)
|
||||||
Total
investment in debt securities
|
$
|
27,361
|
$
|
27,103
|
($258
|
)
|
The
aggregate cost and fair value at April 30, 2006 for government debt securities
classified as available for sale were as follows:
Maturity
|
Historical
Cost
|
Fair
Value
|
Gross
Unrealized
Holding
Losses
|
|||||||
(In
Thousands)
|
||||||||||
Due
in less than 2 years
|
$
|
10,778
|
$
|
10,641
|
($137
|
)
|
||||
Due
in 2 years or more
|
8,745
|
8,630
|
(115
|
)
|
||||||
Total
investment in debt securities
|
$
|
19,523
|
$
|
19,271
|
($252
|
)
|
The
unrealized losses of $258,000 and $252,000 in government debt securities
net of
deferred income tax benefits of $91,000 and $89,000, respectively, were
included
in Accumulated Other Comprehensive Income on the Consolidated Balance Sheets
as
of April 30, 2007 and 2006, respectively. During fiscal year 2006, the
Company
reclassified $18,038,000 of government debt securities from the classification
of available for sale to trading securities that resulted in the recognition
and
reclassification of an unrealized loss of $129,000 from Accumulated Other
Comprehensive Income to the Consolidated Statement of Income. During fiscal
year
2007, $66,000 of this loss was reclassified from unrealized to
realized upon maturity of the debt obligation.
The
average yield on the Government debt securities classified as available
for sale
at April 30, 2007 and April 30, 2006 was 3.54% and 3.76%, respectively.
Proceeds
from sales of government debt securities classified as available for sale
during
fiscal years 2007, 2006, and 2005 were $10,825,000, $9,650,000 and $9,019,000,
respectively. In fiscal 2007, the related loss on sales of $78,000 was
reclassified from Accumulated Other Comprehensive Income in the Balance
Sheet to
the Consolidated Statement of Income. There were no related gains or losses
on
sales of government debt securities during fiscal 2006 or 2005.
For
the
years ended April 30, 2007, 2006, and 2005, income from securities transactions
also included $971,000, $483,000, and $239,000 of dividend income; $1,879,000,
$1,361,000, and $363,000 of interest income; and $36,000, $11,000 and $7,000
of
related interest expense, respectively.
Note
5-Property and Equipment:
Property
and equipment are carried at cost. Depreciation and amortization are provided
using the straight-line method over the estimated useful lives of the assets,
or
in the case of leasehold improvements, over the remaining terms of the
leases.
For income tax purposes, depreciation of furniture and equipment is computed
using accelerated methods and buildings and leasehold improvements are
depreciated over prescribed, extended tax lives.
Property
and equipment consist of the following:
April
30,
|
|||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Land
|
$
|
726
|
$
|
726
|
|||
Building
and leasehold improvements
|
7,284
|
7,284
|
|||||
Furniture
and equipment
|
10,706
|
10,652
|
|||||
18,716
|
18,662
|
||||||
Accumulated
depreciation and amortization
|
(13,793
|
)
|
(13,256
|
)
|
|||
$
|
4,923
|
$
|
5,406
|
43
Note
6-Federal, State and Local Income Taxes:
The
Company computes its income tax provision in accordance with the provisions
of
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes".
The
provision for income taxes includes the following:
Year
ended April 30,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(in
thousands)
|
||||||||||
Current:
|
||||||||||
Federal
|
$
|
12,575
|
$
|
12,486
|
$
|
11,860
|
||||
State
and local
|
3,459
|
3,328
|
2,555
|
|||||||
16,034
|
15,814
|
14,415
|
||||||||
Deferred:
|
||||||||||
Federal
|
(87
|
)
|
(148
|
)
|
(361
|
)
|
||||
State
and local
|
(51
|
)
|
(56
|
)
|
(10
|
)
|
||||
(138
|
)
|
(204
|
)
|
(371
|
)
|
|||||
Provision
for income taxes
|
$
|
15,896
|
$
|
15,610
|
$
|
14,044
|
Deferred
taxes are provided for temporary differences between the financial reporting
basis and the tax basis of the Company's assets and liabilities. The tax
effect
of temporary differences giving rise to the Company's deferred tax
(liability)/asset are as follows:
Year
ended April 30,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(in
thousands)
|
||||||||||
Unrealized
gains on securities held for sale
|
($8,991
|
)
|
($8,715
|
)
|
($6,304
|
)
|
||||
Unrealized
gains on trading securities
|
115
|
(76
|
)
|
-
|
||||||
Depreciation
and amortization
|
185
|
(90
|
)
|
(356
|
)
|
|||||
Deferred
professional fees
|
216
|
246
|
342
|
|||||||
Deferred
charges
|
(69
|
)
|
214
|
183
|
||||||
Other,
net
|
(109
|
)
|
(15
|
)
|
(41
|
)
|
||||
($8,653
|
)
|
($8,436
|
)
|
($6,176
|
)
|
Included
in deferred income taxes in total current assets are deferred state and
local
income taxes of $139,000 and $88,000 at April 30, 2007 and 2006, respectively.
The
provision for income taxes differs from the amount of income tax determined
by
applying the applicable U.S. statutory income tax rate to pretax income
as a
result of the following:
Year
ended April 30,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
(in
thousands)
|
||||||||||
Tax
expense at the U.S. statutory rate
|
$
|
14,176
|
$
|
13,667
|
$
|
12,377
|
||||
Increase
(decrease) in tax expense from:
|
||||||||||
State
and local income taxes, net of
|
||||||||||
federal
income tax benefit
|
2,215
|
2,127
|
1,654
|
|||||||
Effect
of tax exempt income and dividend
|
||||||||||
deductions
|
(455
|
)
|
(293
|
)
|
(88
|
)
|
||||
Other,
net
|
(40
|
)
|
109
|
101
|
||||||
Provision
for income taxes
|
$
|
15,896
|
$
|
15,610
|
$
|
14,044
|
The
Company is included in the consolidated federal income tax return of the
Parent.
The Company has a tax sharing arrangement which requires it to make tax
payments
to the Parent equal to the Company's liability as if it filed a separate
return.
44
Note
7-Employees' Profit Sharing and Savings Plan:
Substantially
all employees of the Company and its subsidiaries are members of the Value
Line,
Inc. Profit Sharing and Savings Plan (the "Plan"). In general, this is
a
qualified, contributory plan which provides for a discretionary annual
Company
contribution which is determined by a formula based on the salaries of
eligible
employees and the amount of consolidated net operating income as defined
in the
Plan. For the years ended April 30, 2007, 2006, and 2005 the Company
contributed $1,197,000, $1,244,000, and $1,082,000, respectively to the
Plan.
Note
8-Lease Commitments:
On
June
4, 1993, the Company entered into a 15 year lease agreement to provide
primary
office space. The lease includes free rental periods as well as scheduled
base
rent escalations over the term of the lease. The lease was scheduled to
expire
in May 2008 subject to an option granted to the Company to extend the term
for 5
additional years at a market rental rate. The total amount of the base
rent
payments is being charged to expense on the straight-line method over the
term
of the lease. The Company has recorded a deferred charge on its Consolidated
Balance Sheets to reflect the excess of annual rental expense over cash
payments
since inception of the lease. On September 14, 2000, the Company amended
its
lease for primary office space and returned to the landlord approximately
6,000
square feet of excess office capacity, reducing the Company's future minimum
lease payments accordingly. On January 19, 2006, the Company amended its
lease
for primary office space and returned to the landlord approximately 11,000
square feet of excess office capacity, reducing the Company's future minimum
lease payments accordingly.
On
April
23, 2007, the Company signed a lease amendment that extended the primary
office
space lease to May 2013, which increased the Company's future minimum lease
payments. Future minimum payments, exclusive of forecasted increases in
real
estate taxes and wage escalations, under operating leases for equipment
and
office space, with remaining terms of one year or more, are as follows:
Year
ended April 30:
|
(in
thousands)
|
||||
2008 |
$
|
3,110
|
|||
2009 |
3,110
|
||||
2010 |
3,056
|
||||
2011 |
2,948
|
||||
Thereafter
|
5,374
|
||||
$
|
17,598
|
Rental
expense for the years ended April 30, 2007, 2006 and 2005 under operating
leases
covering office space was $2,108,000, $1,724,000, and $1,799,000, respectively.
Note
9-Business Segments:
The
Company operates two reportable business segments: Investment Periodicals,
Publishing & Licensing and Investment Management. The Investment
Periodicals, Publishing & Licensing segment produces investment related
periodical publications (retail and institutional) in both print and electronic
form, and licensing fees for Value Line proprietary ranking system information
and Value Line trademarks. The Investment Management segment provides advisory
services to the Value Line Funds, as well as institutional and individual
accounts. The segments are differentiated by the products and services
they
offer. The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company allocates
all
revenues and expenses, except for depreciation and income from securities
transactions related to corporate assets, between the two reportable segments.
45
Disclosure
of Reportable Segment Profit and Segment Assets (in thousands)
April
30, 2007
|
||||||||||
Investment
|
|
|
||||||||
Periodicals,
|
||||||||||
Publishing
&
|
Investment
|
|
||||||||
Licensing
|
Management
|
Total
|
||||||||
|
|
|||||||||
Revenues
from external customers
|
|
$
|
52,480
|
|
$
|
31,155
|
|
$
|
83,635
|
|
Intersegment
revenues
|
|
|
108
|
|
|
-
|
|
|
108
|
|
Income
from securities transactions
|
|
|
233
|
|
|
3,021
|
|
|
3,254
|
|
Depreciation
and amortization
|
|
|
1,963
|
|
|
80
|
|
|
2,043
|
|
Segment
profit
|
|
|
19,755
|
|
|
15,901
|
|
|
35,656
|
|
Segment
assets
|
|
|
18,976
|
|
|
80,581
|
|
|
99,557
|
|
Expenditures
for segment assets
|
|
|
715
|
|
|
80
|
|
|
795
|
April
30, 2006
|
||||||||||
Investment
|
|
|
||||||||
Periodicals,
|
||||||||||
Publishing
&
|
Investment
|
|
||||||||
Licensing
|
Management
|
Total
|
||||||||
Revenues
from external customers
|
$
|
52,719
|
$
|
32,467
|
$
|
85,186
|
||||
Intersegment
revenues
|
114
|
-
|
114
|
|||||||
Income
from securities transactions
|
62
|
2,922
|
2,984
|
|||||||
Depreciation
and amortization
|
2,169
|
88
|
2,257
|
|||||||
Segment
profit
|
20,041
|
15,158
|
35,199
|
|||||||
Segment
assets
|
14,861
|
81,762
|
96,623
|
|||||||
Expenditures
for segment assets
|
933
|
9
|
942
|
April
30, 2005
|
||||||||||
Investment
|
|
|
||||||||
Periodicals,
|
||||||||||
Publishing
&
|
Investment
|
|
||||||||
Licensing
|
Management
|
Total
|
||||||||
Revenues
from external customers
|
$
|
52,713
|
$
|
31,765
|
$
|
84,478
|
||||
Intersegment
revenues
|
180
|
-
|
180
|
|||||||
Income
from securities transactions
|
14
|
7,914
|
7,928
|
|||||||
Depreciation
and amortization
|
2,384
|
106
|
2,490
|
|||||||
Segment
profit
|
16,420
|
10,680
|
27,100
|
|||||||
Segment
assets
|
14,871
|
44,409
|
59,280
|
|||||||
Expenditures
for segment assets
|
1,441
|
189
|
1,630
|
Reconciliation
of Reportable Segment Revenues, Operating Profit and Assets
(in
thousands)
|
||||||||||
2007
|
|
2006
|
|
2005
|
||||||
Revenues
|
||||||||||
Total
revenues for reportable segments
|
$
|
83,743
|
$
|
85,300
|
$
|
84,658
|
||||
Elimination
of intersegment revenues
|
(108
|
)
|
(114
|
)
|
(180
|
)
|
||||
Total
consolidated revenues
|
$
|
83,635
|
$
|
85,186
|
$
|
84,478
|
||||
Segment
profit
|
||||||||||
Total
profit for reportable segments
|
$
|
38,910
|
$
|
38,183
|
$
|
35,028
|
||||
Add:
Income from securities transactions
|
||||||||||
related
to corporate assets
|
1,613
|
884
|
350
|
|||||||
Less:
Depreciation related to corporate assets
|
(20
|
)
|
(18
|
)
|
(16
|
)
|
||||
Income
before income taxes
|
$
|
40,503
|
$
|
39,049
|
$
|
35,362
|
||||
Assets
|
||||||||||
Total
assets for reportable segments
|
$
|
99,556
|
$
|
96,623
|
$
|
59,280
|
||||
Corporate
assets
|
29,407
|
22,591
|
39,585
|
|||||||
Consolidated
total assets
|
$
|
128,963
|
$
|
119,214
|
$
|
98,865
|
46
Note
10-Net Capital:
The
Company’s wholly owned subsidiary, VLS, is subject to the net capital provisions
of Rule 15c3-1 under the Securities Exchange Act of 1934, which requires
the
maintenance of minimum net capital of $100,000 or one-fifteenth of aggregate
indebtedness, if larger. Additionally, VLS may declare dividends only if
aggregate indebtedness is less than twelve times net capital.
At
April
30, 2007, the net capital, as defined, of VLS of $24,870,655 exceeded required
net capital by $24,770,655 and the ratio of aggregate indebtedness to net
capital was .05 to 1.
Note
11-Disclosure of Credit Risk of Financial Instruments with Off Balance
Sheet
Risk:
In
the
normal course of business, the Company enters into contractual commitments,
including financial futures contracts for securities indices. Financial
futures
contracts provide for the delayed delivery of financial instruments for
which
the seller agrees to make delivery at a specified future date, at a specified
price or yield. The contract or notional amount of these contracts reflects
the
extent of involvement the Company has in these contracts. At April 30,
2007 and
2006, the Company did not have any investment in financial futures contracts.
The Company limits its credit risk associated with such instruments by
entering
into exchange traded future contracts.
Although
VLS did not do so during fiscal 2007 or fiscal 2006, during prior periods
it
executed, as agent, securities transactions on behalf of the Value Line
Funds.
If either a mutual fund or a counter party, had failed to perform, VLS
might
have been required to discharge the obligations of the nonperforming party.
In
such circumstances, Value Line Securities, Inc. might sustain a loss if
the
market value of the security is different from the contract value of the
transaction.
Other
than the Value Line Funds as explained in note 3, no single customer accounted
for a significant portion of the Company’s sales in fiscal 2007, 2006 or 2005,
nor for accounts receivable as of April 30, 2007 or 2006.
Note
12-Comprehensive Income:
The
Company has adopted Financial Accounting Standards No. 130, “Reporting
Comprehensive Income”. Statement No. 130 requires the reporting of comprehensive
income in addition to net income from operations. Comprehensive income
is a more
inclusive financial reporting methodology that includes disclosure of certain
financial information that historically has not been recognized in the
calculation of net income.
At
April
30, 2007, 2006, and 2005, the Company held both equity securities and U.S.
Government debt securities that are classified as Available for Sale on
the
Consolidated Balance Sheets. The change in valuation of these securities,
net of
deferred income taxes, has been recorded in Accumulated Other Comprehensive
Income in the Company’s Balance Sheets.
The
components of comprehensive income that are included in the Statement of
Changes
in Shareholders’ Equity are as follows:
Before
|
Tax
|
Net
of
|
||||||||
Tax
|
(Expense)
|
Tax
|
||||||||
Amount
|
or
Benefit
|
Amount
|
||||||||
(in
thousands)
|
||||||||||
Year
ended April 30, 2007
|
||||||||||
Unrealized
Gains on Securities:
|
||||||||||
Unrealized
Holding Gains/(Losses) Arising during the period
|
$
|
2,774
|
($977
|
)
|
$
|
1,797
|
||||
Add:
Reclassification adjustments for
|
||||||||||
losses
realized in net income
|
78
|
(27
|
)
|
51
|
||||||
Less:
Reclassification adjustments
|
||||||||||
for
gains realized in net income
|
(2,065
|
)
|
727
|
(1,338
|
)
|
|||||
Other
Comprehensive income
|
$
|
787
|
($277
|
)
|
$
|
510
|
47
Year
ended April 30, 2006
|
||||||||||
Unrealized
Gains on Securities:
|
||||||||||
Unrealized
Holding Gains/(Losses) Arising during the period
|
$
|
8,971
|
($3,195
|
)
|
$
|
5,776
|
||||
Add:
Reclassification adjustments for
|
||||||||||
losses
realized in net income
|
129
|
(45
|
)
|
84
|
||||||
Less:
Reclassification adjustments
|
||||||||||
for
gains realized in net income
|
(2,355
|
)
|
829
|
(1,526
|
)
|
|||||
Other
Comprehensive income
|
$
|
6,745
|
($2,411
|
)
|
$
|
4,334
|
||||
Year
ended April 30, 2005
|
||||||||||
Unrealized
Gains on Securities:
|
||||||||||
Unrealized
Holding Gains/(Losses) Arising during the period
|
$
|
1,902
|
($666
|
)
|
$
|
1,236
|
||||
Less:
Reclassification adjustments
|
||||||||||
for
gains realized in net income
|
(5,738
|
)
|
2,008
|
(3,730
|
)
|
|||||
Other
Comprehensive income
|
($3,836
|
)
|
$
|
1,342
|
($2,494
|
)
|
Note
13-Accounting for the Costs of Computer Software Developed for Internal
Use:
The
Company has adopted the provisions of the Statement of Position 98-1 (SOP
98-1),
"Accounting for the Costs of Computer Software Developed for Internal Use".
SOP
98-1 is effective for tax years ending after December 31, 1998. SOP 98-1
requires companies to capitalize as long-lived assets many of the costs
associated with developing or obtaining software for internal use and amortize
those costs over the software's estimated useful life in a systematic and
rational manner.
At
April
30, 2007 and 2006, the Company capitalized $447,000 and $508,000 of costs
related to the development of software for internal use. Such costs are
capitalized and amortized over the expected useful life of the asset which
is
approximately 3 years. Amortization expense for the years ended April 30,
2007,
2006 and 2005 was $887,000, $916,000, and $940,000, respectively.
Note
14-Contingencies:
On
September 17, 2003 the Company commenced an action in New York Supreme
Court,
seeking damages in an unspecified amount, against a small mutual fund company
pertaining to a contemplated transaction. The Company was countersued for
alleged damages in excess of $5,000,000. The action was settled in November
2004
following transfer to Federal Court in New York, without a material adverse
effect on the Company. A related entity of the defendant in the Company’s New
York action brought suit against the Company and certain directors in Federal
Court in Texas in March 2004 based on the same transaction. On the Company’s
motion, that action was transferred from Texas to the New York Federal
Court,
where it was dismissed in part. In November 2006, a written agreement was
reached to resolve the remaining issues without any material adverse effect
on
the Company’s consolidated results of operations and financial condition.
By
letter
dated June 15, 2005, the staff of the Securities and Exchange Commission
informed the Company that it was conducting an informal inquiry. Thereafter,
the
staff has requested documents and information related to, among other things,
trades for the Company’s and its affiliates’ proprietary accounts, execution of
trades through VLS for the Value Line Funds and the fees collected by VLS
from
the Value Line Funds pursuant to a Service and Distribution Plan. The Company
and its subsidiaries are cooperating with the inquiry. Management cannot
determine the effect, if any, that the inquiry will have on the results
of
operations and financial condition.
48