VALUE LINE INC - Annual Report: 2015 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the transition period from _____________________________________ to __________________________________

Commission file number: 0-11306

Registrant’s telephone number, including area code  (212) 907-1500

Securities registered pursuant to Section 12(b) of the Act: 

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. ☐ Yes ☒  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. ☐ Yes ☒  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.

☒  Yes ☐  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒  Yes ☐ 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.

☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates at October 31, 2014 was $18,406,297.

There were 9,803,261 shares of the registrant’s Common Stock outstanding at June 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement relating to the registrant’s 2015 Annual Meeting of Shareholders, to be held on 

September 29, 2015, are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. 

TABLE OF CONTENTS 

Value Line, the Value Line logo, The Most Trusted Name In Investment Research, “Smart research. Smarter investing”, The Value Line Investment Survey, Value Line Select, The Value Line Special Situations Service, Timeliness and Safety are trademarks or registered trademarks of Value Line Inc. and/or its affiliates in the United States and other countries. All other trademarks are the property of their respective owners.

Cautionary Statement Regarding Forward-Looking Information

This report contains statements that are predictive in nature, depend upon or refer to future events or conditions (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, as amended. Actual results for Value Line, Inc. (“Value Line” or “the Company”) may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to the following:

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors which may involve external factors over which we may have no control or changes in our plans, strategies, objectives, expectations or intentions, which may happen at any time at our discretion, could also have material adverse effects on future results. Except as otherwise required to be disclosed in periodic reports required to be filed by public companies with the SEC pursuant to the SEC’s rules, we have no duty to update these statements, and we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks and uncertainties, current plans, anticipated actions, and future financial conditions and results may differ from those expressed in any forward-looking information contained herein.

Explanatory Notes

References in this Annual Report on Form 10-K for the fiscal year ending April 30, 2015, to “the Company”, “Value Line”, “we”, “us” and “our” refer to Value Line, Inc. and its consolidated subsidiaries, unless the context otherwise requires. In addition, unless the context otherwise requires, references to:

“fiscal 2015” are to the twelve month period from May 1, 2014 to April 30, 2015;

“fiscal 2014” are to the twelve month period from May 1, 2013 to April 30, 2014;

“fiscal 2013” are to the twelve month period from May 1, 2012 to April 30, 2013;

the “Adviser” or “EAM” are to EULAV Asset Management Trust, a Delaware business statutory trust;

the “Distributor” or “ES” are to EULAV Securities LLC, a Delaware limited liability company wholly owned by EAM;

“EAM LLC” are to EULAV Asset Management LLC, a Delaware limited liability company and wholly-owned former subsidiary of the Company, which prior to the Restructuring Date, was the adviser to the Value Line Funds;

“ESI” are to EULAV Securities, Inc., a New York corporation and wholly-owned subsidiary of the Company which, prior to the Restructuring Date was the distributor of the Value Line Funds;

the “EAM Declaration of Trust” are to the EAM Declaration of Trust dated December 23, 2010;

the “Restructuring Date” are to December 23, 2010, the effective date of the Restructuring Transaction;

the “Restructuring Transaction” are to the restructuring of the Company’s asset management and mutual fund distribution businesses whereby (1) ESI was restructured into ES, (2) the Company transferred 100% of its ownership interest in ES to EAM LLC, (3) EAM LLC was converted into EAM and (4) the capital structure of EAM was established so that the Company owns only non-voting revenue and non-voting profits interests of EAM, and each of five individuals owns 20% of the voting profits interests of EAM; and

the “Value Line Funds” or the “Funds” are to the Value Line Mutual Funds registered under the Investment Company Act of 1940 for which EAM serves (and, prior to the Restructuring Date, EAM LLC served) as investment adviser.

Part I

Item 1. BUSINESS.

Value Line, Inc. is a New York corporation headquartered in New York City and formed in 1982. The Company’s core business is producing investment periodicals based on underlying research and making available copyright data, including certain Proprietary Ranking System and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products and for other purposes. Value Line markets under well-known brands including Value Line®, the Value Line logo®, The Value Line Investment Survey®, Smart Research. Smarter Investing™ and The Most Trusted Name in Investment Research®. The name “Value Line” as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. Prior to December 23, 2010, (see “Asset Management and Mutual Fund Distribution Businesses” below), the Company provided investment management services to the Value Line Mutual Funds (“Value Line Funds”), institutional and individual accounts and provided distribution, marketing, and administrative services to the Value Line Funds. Since December 23, 2010, EULAV Asset Management Trust (“EAM”) provides the investment management services to the Value Line Funds accounts and provides distribution, marketing, and administrative services to the Value Line Funds. Value Line holds substantial non-voting revenues and non-voting profits interests in EAM.

The Company is the successor to substantially all of the operations of Arnold Bernhard & Company, Inc. (“AB&Co.”). AB&Co. is the controlling shareholder of the Company and, as of April 30, 2015, owns 88% of the outstanding shares of the common stock of the Company. Jean B. Buttner owns all of the outstanding voting stock of AB&Co.

Asset Management and Mutual Fund Distribution Businesses

The Company completed a restructuring of its asset management and mutual fund distribution businesses (the “Restructuring Transaction”) on December 23, 2010 (the “Restructuring Date”) and executed the EAM Declaration of Trust (the “EAM Declaration of Trust”). Pursuant to the EAM Declaration of Trust, the Company received an interest in certain revenues of EAM and a portion of the residual profits of EAM but has no voting authority with respect to the election or removal of the trustees of EAM.

The business of EAM is managed by five individual trustees and a Delaware resident trustee (collectively, the “Trustees”) and by its officers subject to the direction of the Trustees.

Collectively, the holders of the voting profits interests in EAM are entitled to receive 50% of the residual profits of the business, subject to temporary adjustments in certain circumstances. Value Line holds a non-voting profits interest representing 50% of residual profits, subject to temporary adjustments in certain circumstances, and has no power to vote for the election, removal or replacement of the trustees of EAM. Value Line also has a non-voting revenues interest in EAM pursuant to which it is entitled to receive a portion of the non-distribution revenues of the business ranging from 41% at non-distribution fee revenue levels of $9 million or less to 55% at such revenue levels of $35 million or more. In the event the business is sold or liquidated, the first $56.1 million of net proceeds (the value of the business at the time the Restructuring Transaction was approved as determined by the directors of Value Line after reviewing a valuation report by the directors’ financial advisors) plus any additional capital contributions (Value Line or any holder of a voting profits interest, at its discretion, may make future contributions to its capital account in EAM), which contributions would increase its capital account but not its percentage interest in operating profits, will be distributed in accordance with capital accounts; 20% of the next $56.1 million will be distributed to the holders of the voting profits interests and 80% to the holder of the non-voting profits interests (currently, Value Line); and the excess will be distributed 45% to the holders of the voting profits interests and 55% to the holder of the non-voting profits interest (Value Line). EAM has elected to be taxed as a pass-through entity similar to a partnership.

Also, in connection with the Restructuring Transaction and pursuant to the EAM Declaration of Trust, Value Line (1) granted each Fund use of the name “Value Line” so long as EAM remains the Fund’s adviser and on the condition that the Fund does not alter its investment objectives or fundamental policies from those in effect on the date of the investment advisory agreement with EAM, provided also that the Funds do not use leverage for investment purposes or engage in, short selling or other complex or unusual investment strategies that create a risk profile similar to that of so-called hedge funds, (2) agreed to provide EAM its proprietary Ranking System information without charge or expense on as favorable a basis as to Value Line’s best institutional customers and (3) agreed to capitalize the business with $7 million of cash and cash equivalents at inception.

EAM is organized as a Delaware statutory trust and has no fixed term. However, in the event that control of the Company’s majority shareholder changes, or in the event that the majority shareholder no longer beneficially owns 5% or more of the voting securities of the Company, then the Company has the right, but not the obligation, to buy the voting profits interests in EAM at a fair market value to be determined by an independent valuation firm in accordance with the terms of the EAM Declaration of Trust.

Value Line also has certain consent rights with respect to extraordinary events involving EAM, such as a proposed sale of all or a significant part of EAM, material acquisitions, entering into businesses other than asset management and fund distribution, paying compensation in excess of the mandated limit of 22.5%-30% of non-distribution fee revenues (depending on the level of such revenues), declaring voluntary bankruptcy, making material changes in tax or accounting policies or making substantial borrowings, and entering into related party transactions. These rights were established to protect Value Line’s non-voting revenues and non-voting profits interests in EAM.

A.   Investment Related Periodicals & Publications

The investment periodicals and related publications offered by Value Line Publishing LLC (“VLP”), a wholly-owned entity of the Company, cover a broad spectrum of investments including stocks, mutual funds, ETFs, options and convertible securities. The Company’s periodicals and related publications and 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:

The comprehensive research services (The Value Line Investment Survey, The Value Line Investment Survey - Small and Mid-Cap, The Value Line 600, and The Value Line Fund Advisor Plus) provide both statistical and text coverage of a large number of investment securities, with an emphasis placed on Value Line’s proprietary research, analysis and statistical ranks. The Value Line Investment Survey is the Company’s flagship service, published each week and covering approximately 1,700 stocks. 

The niche newsletters (Value Line Select®, Value Line Select: Dividend Income & Growth, and The Value Line Special Situations Service®) provide information on a less comprehensive basis for securities that the Company believes will be of particular interest to subscribers. These services also make use of Value Line’s proprietary statistical ranks. Value Line Select® is a targeted service with an emphasis on Value Line’s proprietary in-depth research analysis and statistical selections trended toward an investor’s specialized investment style.  Value Line Select: Dividend Income & Growth represents Value Line’s targeted coverage of high dividend yielding stocks. The Value Line Special Situations Service® provides in-depth research analysis on small and mid-cap stocks.

Value Line offers digital versions of most of its products through the Company’s website, www.valueline.com. Subscribers to the print versions have, in some cases, received free access to the corresponding digital versions, although digital subscribers do not receive a free print edition. The most comprehensive of the Company’s online efforts are The Value Line Research Center and its variations, which allow subscribers to access most of the Company’s research and publications at a packaged price via the Internet.

Investment analysis software (The Value Line Investment Analyzer and The Value Line 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 online.

 The print and digital services include, but are not limited to the following:

The Value Line Investment Survey

The Value Line Investment Survey is an investment periodical research service providing both timely articles on economic, financial and investment matters and analysis and ranks for equity securities. Two of the evaluations for covered equity securities are “Timeliness™” and “Safety™.” “Timeliness” Ranks relate 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 stocks covered. Ranks 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 comprised of three parts: The “Summary & Index” provides updated Timeliness and Safety Ranks, selected financial data, and “screens” of key financial measures; the “Ratings & Reports” section contains updated reports on about 130 stocks each week; and the “Selection & Opinion” section provides economic commentary and data, general interest articles, and four model portfolios managed by analysts covering a range of investment approaches.

The Value Line Investment Survey - Small and Mid-Cap

The Value Line Investment Survey - Small and Mid-Cap is an investment research product introduced in 1995 that provides short descriptions of and extensive data for approximately 1,800 small and medium-capitalization stocks, many listed on The NASDAQ Exchange, beyond the approximately 1,700 equity securities of generally larger-capitalization companies covered in The Value Line Investment Survey. Like The Value Line Investment Survey, the Small and Mid-Cap has its own “Summary & Index” providing updated performance ranks and other data, as well as “screens” of key financial measures and two model portfolios. The “Ratings and Reports” section, providing updated reports on about 140 equity securities each week, has been organized to correspond closely to the industries reviewed in The Value Line Investment Survey. One unique feature of the Small and Mid-Cap is The Performance Ranking System, which incorporates many of the elements of the Value Line Timeliness Ranking System, modified to accommodate the approximately 1,800 equity securities in the Small and Mid-Cap Survey. The Performance Rank is based on earnings growth and price momentum, and is designed to predict relative price performance over the next six to twelve months. The principal differences between the Small and Mid-Cap Survey and The Value Line Investment Survey are that the Small and Mid-Cap Survey does not include Value Line’s Timeliness Ranks, financial forecasts, analyst commentary, or a Selection & Opinion section. These modifications allow VLP to offer this service at a lower price.

The Value Line Fund Advisor

The Value Line Mutual Fund Ranking System was introduced in 1993. It is the system utilized in the Fund Advisor product, a 48-page newsletter featuring load, no-load, and low-load open-end mutual funds. This product was originally introduced as The Value Line No-Load Fund Advisor in 1994 and augmented in 2009. Each issue offers strategies for maximizing total return, and highlights of specific mutual funds. It also includes information about retirement planning and industry news. A full statistical review, including latest performance, ranks, and sector weightings, is updated each month on approximately 800 leading load, no-load and low-load funds. Included with this product is online access to Value Line’s database of more than 12,000 mutual funds, including screening tools and full-page printable reports on each fund. Fund Advisor Plus subscribers have access to the entire population of up to approximately 20,000 funds.

The Value Line Special Situations Service

The Value Line Special Situations Service’s core focus is on smaller companies whose equity securities are perceived by Value Line’s analysts as having exceptional appreciation potential. This product was introduced in 1951. A second portfolio of stocks for more conservative investors seeking small company exposure was added in 2009.

The Value Line Options Survey

The Value Line Options Survey is an online only service that evaluates and ranks approximately 200,000 U.S. equity and equity index options. Features include an interactive database, spreadsheet tools, and a weekly email newsletter. This product is only offered as an online subscription due to the volatility in pricing of options.

The Value Line Convertibles Survey

Introduced in 1972, this service evaluates and ranks over 550 convertible securities (bonds and preferred stocks) for future market performance. In fiscal 2010, The Value Line Convertibles Survey became an online only product. By moving to online only delivery, all of the product’s subscribers benefit from an enhanced website that includes daily price updates, individual analysis of each security with a printable fact sheet, and a weekly email newsletter alerting subscribers to recent rank changes.

Value Line Select

Value Line Select, is a monthly stock selection service and was first published in 1998. It focuses each month on a single company that senior Value Line analysts have selected from a group of high-quality companies whose stocks are viewed as having a superior risk/reward ratio. Recommendations are backed by in-depth research and are subject to ongoing monitoring by senior research personnel.

Value Line Select: Dividend Income & Growth

Value Line Select: Dividend Income & Growth (formerly Value Line Dividend Select), a monthly stock selection service, was introduced in June 2011. This product focuses on companies with dividend yields greater than the average of all stocks covered by Value Line, with a preference for companies that have consistently increased their dividends above the rate of inflation over the longer term and, based on Value Line analysis, have the financial strength both to support and increase dividend payments in the future. Value Line Select: Dividend Income and Growth is available online and in print.

The Value Line 600

The Value Line 600 is a monthly publication, which contains full-page research reports on approximately 600 equity securities. Its reports provide information on many actively traded, larger capitalization issues as well as some smaller growth stocks. As a lower priced service, it offers 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 covered by that product a suitable alternative. In fiscal 2015, most retail marketing and new orders in terms of numbers were accounted for by The Value Line 600 service. Readers also receive supplemental reports as well as a monthly Index, which includes updated statistics, including proprietary ranks and ratings. A model portfolio, delivered via a weekly email newsletter, was added to this service in January 2015.

Value Line Investment Analyzer

Value Line Investment Analyzer is a powerful menu-driven software program with fast filtering, ranking, reporting and graphing capabilities utilizing more than 230 data fields for various industries and indices and for the approximately 1,700 stocks covered in VLP’s flagship publication, The Value Line Investment Survey. Value Line Investment Analyzer allows subscribers to apply numerous charting and graphing variables for comparative research. In addition to containing digital replicas of the entire Value Line Investment Survey, the Value Line Investment Analyzer includes 20-minute delayed data updates through its integration with the Value Line databases via the Internet.  The software also includes a portfolio module that lets users create and track their own stock portfolios in depth with up to five years of historical financial data for scrutinizing performance, risk, yield and return.  Value Line Investment Analyzer Professional is a more comprehensive product which covers more than 6,000 stocks and allows subscribers to create standardized and customized screens.

The Value Line Mutual Fund Survey for Windows®

Value Line Mutual Fund Survey for Windows is a monthly Internet product with weekly updates. 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 and Microsoft Corp. are not affiliated companies.

Value Line DataFile Products

For our institutional customers, Value Line offers both current and historical data for equities, mutual funds, exchange traded funds (“ETFs”), and convertibles. All Value Line DataFile products are offered in Microsoft Access and ASCII formats via FTP. Below is a listing of the DataFile products:

Fundamental DataFile I and II

Value Line’s Fundamental DataFile I contains fundamental data (both current and historical) on more than 6,000 publicly traded companies that follow U.S. generally accepted accounting principles (“GAAP”). This data product provides annual data from 1955, quarterly data from 1963, and full quarterly data as reported to the SEC from 1985. Value Line also offers historical data on over 9,500 companies that no longer exist in nearly 100 industries via our “Dead Company” File. The Fundamental DataFile has over 400 annual and over 80 quarterly fields for each of the companies included in the database. DataFile is sold primarily to the institutional and academic markets. Value Line also offers a scaled down DataFile product, Fundamental DataFile II, which includes a limited set of historical fundamental data.

Estimates and Projections DataFile

This DataFile offering contains the proprietary estimates and projections from Value Line analysts on approximately 1,700 companies. Data includes earnings, sales, cash flow, book value, margin, and other popular fields. Estimates are for the current year and next year, while projections encompass the three to five year period.

Mutual Fund DataFile

The Value Line Mutual Fund DataFile covers approximately 20,000 mutual funds with up to 20 years of historical data with more than 200 data fields. The Mutual Fund DataFile provides monthly pricing, basic fund information, weekly performance data, sector weights, and many other popular mutual fund data fields. This file is available for download from the Internet on a monthly basis.

ETF DataFile

Introduced in spring of 2010, this product is an extensive database containing the complete listing of every U.S.-listed ETF and every component and component weight since inception for every ETF on a daily basis. This includes all rebalancing, cash components, excluded assets, and distributions adjusted automatically on a daily basis. The data also includes the total return of the ETF and the total return of the corresponding underlying index on a daily basis. ETFs are added to the database and corresponding data made available usually by the first day of trading.

Convertible DataFile

This database is one of the largest sources of information available on convertible securities. Value Line offers data elements on our universe of more than 600 convertible bonds, preferred stocks, and warrants, with our top 150 fundamental and proprietary data items on each security.

Value Line Research Center

The Value Line Research Center provides on-line access to select Company investment research services covering stocks, mutual funds, options and convertible securities as well as special situation stocks. This service includes full digital subscriptions to The Value Line Investment Survey, The Value Line Fund Advisor Plus, The Value Line Daily Options Survey, The Value Line Investment Survey - Small and Mid-Cap, The Value Line Convertibles Survey and The Value Line Special Situations Service. Users can screen more than 250 data fields, create graphs using multiple different variables, and access technical history. The Value Line Research Center has the ability to track model portfolios, (large, small and mid-cap) as well as providing ranks and news.

Digital Service Nomenclature

On July 10, 2014, Value Line updated digital services. These services, with their alternate names used in promotion include:

The Value Line Investment Survey - Smart Investor offers digital access to full reports, analyst commentary and Value Line proprietary ranks on approximately 1,700 stocks. Online tools include screener, alerts, watch lists and charting. Print capabilities are included.

The Value Line Investment Survey - Savvy Investor offers digital access to full reports and Value Line proprietary ranks on approximately 3,500 stocks. Online tools include screener, alerts, watch lists and charting. Print capabilities are included.

The Value Line Investment Survey - Small Cap Investor offers digital access to full reports and Value Line proprietary ranks on approximately 1,800 stocks. One year’s history is included. Online tools include screener, alerts, watch lists and charting. Print capabilities are included.

The Value Line Investment Survey - Investor 600, equivalent to The Value Line 600 print, offers digital access to full reports, analyst commentary and Value Line proprietary ranks on approximately 600 selected stocks covering the same variety of industries as The Value Line Investment Survey. Online tools include screener, alerts, watch lists and charting. Print capabilities are included.

Value Line Pro Premium digital service includes The Value Line Investment Survey® and The Value Line Investment Survey® — Small & Mid-Cap and covers 3,500 stocks.. This equity package monitors companies with market values ranging from $100 million to well over $300 billion, across 100 industries, representing 95% of daily U.S. trading volume. There are over 300 data fields that can be screened to help make informed decisions. Features of the service include three years of historical reports and data, customizable modules, alerts and screening.

Value Line Pro Basic digital service covers the 1,700 stocks included in The Value Line Investment Survey®, drawn from 100 industries, representing 90% of total U.S. trading volume. There are over 300 data fields that can be screened to help make informed decisions. Features of the service include three years of historical reports and data, customizable modules, alerts and screening.

Value Line  Pro Elite digital service includes The Value Line Investment Survey®  and The Value Line Investment Survey® — Small & Mid-Cap. Pro Elite service package aimed at professional industry includes digital access to full reports and Value Line proprietary ranks on approximately 3,500 stocks. In addition, our database of mostly microcap firms adds more than 2,500 names, for a total of over 6,000 stocks. Five years’ history is included. Online tools include screener, alerts, watch lists and charting. Downloading and print capabilities are included. Less expensive variant with fewer features is also available.

The Value Line Investment Survey - LibraryElite offers libraries digital access to full reports, analyst commentary and Value Line proprietary ranks on approximately 3,500 stocks, along with one year of full-detail history. Online tools include screener, and charting. Print capabilities are included. A less expensive variant with fewer features is also available..

The Value Line Pro Equity Research Center is an equities-only package that includes access to exclusive premium services and provides online access to all of Value Line’s equity products. This service offered both to financial advisers and high-net-worth individuals, includes full online subscriptions to The Value Line Investment Survey, The Value Line Investment Survey – Small & Mid-Cap, Value Line Select, Value Line Select: Dividend Income and Growth, and The Value Line Special Situations Service. Users can screen more than 250 data fields, create graphs using multiple different variables, and access technical history.  The Value Line Pro Equity Research Center has the ability to track model portfolios, (large, small and mid-cap) as well as providing ranks and news.

All the digital services have Charting features, including many options to chart against popular indexes with the ability to save settings and print. All products for financial professionals have an Alerts Hub which allows the user to set up alerts for up to 25 companies, with delivery via text, email or Facebook.

B. Copyright Data Fees Programs

The Company has copyright data, which include certain proprietary Ranking System information and other proprietary information made available for use in third party products, such as unit investment trusts, variable annuities, managed accounts and exchange traded funds, which it distributes under copyright data agreements. The sponsors of these products act as wholesalers and distribute the products generally by syndicating them through an extensive network of national and regional brokerage firms. The sponsors of these products will typically receive copyright data for 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’s trademarks with the products. Value Line collects a copyright fee from each of the product sponsors/managers primarily based upon the market value of assets invested in each product’s portfolio utilizing the Value Line proprietary data. Since these fees are based on the market value of the respective portfolios using the Value Line proprietary data, the payments to Value Line, which are typically received on a quarterly basis, will fluctuate.

Value Line’s primary copyright data products are structured as ETFs, annuity products and other types of managed products, all of which have in common some degree of reliance on the Value Line Ranking System for their portfolio creation. These products are offered and distributed by our sponsors.

C. Investment Management Services

Until December 23, 2010, the Company, through its wholly-owned subsidiary EAM LLC, was the investment adviser for the Value Line Funds. Since December 23, 2010, EAM has acted as the Adviser to the Value Line Funds.

Until December 23, 2010, the Company through its wholly-owned subsidiary ESI, was the distributor for the Value Line Funds. Since December 23, 2010, EULAV Securities has acted as the Distributor for the Value Line Funds. State Street Bank, an unaffiliated entity, is the custodian of the assets of the Value Line Funds and provides them with fund accounting and administrative services. Shareholder services for the Value Line Funds are provided by Boston Financial Data Services, an affiliate of State Street Bank.

On December 23, 2010, the Company deconsolidated its asset management and mutual fund distribution businesses and its interests in these businesses were restructured as non-voting revenues and non-voting profits interests in EAM. Accordingly, the Company no longer reports this operation as a separate business segment, although it still maintains a significant interest in the cash flows generated by this business and will continue to receive ongoing payments in respect of its non-voting revenues and non-voting profits interests, as discussed below. Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2015, were $2.40 billion, which is 2.0% above total assets of $2.35 billion in the Value Line Funds managed by EAM at April 30, 2014.

In January 2015, the Value Line VIP Equity Advantage Fund was launched. The fund is an open end fund that invests primarily in a basket of closed-end funds. The fund is exclusively available in the Guardian Pro Series Variable Annuities. EAM partnered with Worthington Capital Management, a $2 billion Memphis based investment adviser, to create and launch the Worthington Value Line Equity Advantage Fund which started in February 2015. The fund, similar to VIP, is actively managed and uses a proprietary model created by Worthington, EAM, and Value Line Publishing LLC, to identify which closed end funds to hold in the portfolio and is available in the retail and RIA (registered investment advisers) channels. In March 2015, Value Line Larger Companies Fund was renamed Value Line Larger Companies Focused Fund and Value Line Fund was renamed Value Line Mid Cap Focused Fund. The names were changed to emphasize both portfolios’ focus on high conviction ideas in the large cap and mid cap categories, respectively.

In March 2015, Reich & Tang announced it will be liquidating the Daily Income Fund on or about July 27, 2015. In June 2015, EAM added a new money market option, the Federated Government Obligations Fund, for the direct Value Line Funds’ shareholders to exchange into in place of the Daily Income Fund.

Investment management fees and distribution service fees (which we refer to as “12b-1fees”) vary among the Value Line Funds and may be subject to certain limitations. Certain investment strategies among the equity funds include, but are not limited to, reliance on the Value Line Timeliness ™ Ranking System (the “Ranking System”) and/or the Value Line Performance Ranking System in selecting securities for purchase or sale. The Ranking System for Timeliness compares an estimate of the probable market performance of each stock during the next six to twelve months to that of all of the approximately 1,700 stocks under review and ranks stocks on a scale of 1 (highest) to 5 (lowest). All the stocks followed by the Ranking System are listed on U.S. stock exchanges or traded in the U.S. over-the-counter markets. Prospectuses and annual reports for each of the Value Line open end mutual funds are available on the Funds’ website www.vlfunds.com. Each mutual fund may use “Value Line” in its name only to the extent permitted by the terms of the EAM Declaration of Trust.

D. Wholly-Owned Operating Subsidiaries

Wholly-owned operating subsidiaries of the Company as of April 30, 2015 include the following:

E. Trademarks

The Company holds trademark and service mark registrations for various names and logo 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, as well as in the marketing of the Value Line Funds, now managed by EAM. The Company is utilizing all of its trademarks and service marks, and properly maintaining all registrations.

F. Investments

As of April 30, 2015 and April 30, 2014, the Company held total investment assets (excluding its interests in EAM) with a fair market value of $9,632,000 and $9,226,000, respectively, including equity securities classified as available-for-sale on the Consolidated Balance Sheets. As of April 30, 2015 and April 30, 2014, the Company held equity securities consisting of investments in common stocks, ETFs that attempt to replicate the performance of certain equity indexes held for dividend yield, ETFs that attempt to replicate the inverse of the price performance of certain equity indexes and ETFs that hold preferred shares primarily of financial institutions. The Company did not hold any fixed income securities at April 30, 2015 or April 30, 2014.

G. Employees

At April 30, 2015, the Company and its subsidiaries employed 195 people.

The Company and 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. Value Line analysts are not permitted to own securities of the companies they cover. The Company has adopted rules requiring reports of securities transactions by employees for their respective accounts. The Company has also established policies restricting trading in securities whose ranks are about to change in order to avoid possible conflicts of interest.

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 16 of the Notes to the Company’s Consolidated Financial Statements included in this Form 10-K.

Prior to December 23, 2010, the Company’s businesses consolidated into two reportable business segments. The investment periodicals and related publications (retail and institutional) and fees from copyright data, including the proprietary Ranking System information and other proprietary information, consolidated into one segment called Publishing, and the investment management services to the Value Line Funds and other managed accounts were consolidated into a second business segment called Investment Management. Subsequent to December 23, 2010, the Publishing segment constitutes the Company’s only reportable business segment.

I. Competition

The investment information and publishing business conducted by the Company and the investment management business conducted by EAM 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 and EAM. The Internet continues to increase the amount of competition in the form of free and paid online investment research. With regard to the investment management business conducted by EAM, the prevalence of broker supermarkets or platforms permitting easy transfer of assets among mutual funds, mutual fund families, and other investment vehicles tends to increase the speed with which shareholders can leave or enter the Value Line Funds based, among other things, on short term fluctuations in performance.

J. Executive Officers of the Registrant

The following table lists the names, ages (at June 30, 2015), 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.

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 made available on the “Corporate Filings” page under the “About Value Line” tab on the Company’s website @www.valueline.com/About/corporate_filings.aspx. free of charge as soon as reasonably practicable after the reports are filed electronically with the SEC. All of the Company’s SEC reports are also available on the SEC Internet site, www.sec.gov.

ITEM 1A. RISK FACTORS

In addition to the risks referred to elsewhere in this Form 10-K, the following risks, among others, sometimes may have affected, and in the future could affect, the Company’s businesses, financial condition or results of operations and/or the investment management business conducted by EAM and consequently, the amount of revenue we receive from EAM. The risks described below are not the only ones we face. Additional risks not discussed or not presently known to us or that we currently deem insignificant, may also impact our businesses.

The Company and its subsidiaries are dependent on the efforts of its executives and professional staff. 

The Company’s future success relies upon its ability to retain and recruit qualified professionals and executives. The Company’s executive officers do not have employment agreements with the Company and the Company does not maintain “key man” insurance policies on any of its executive officers. The loss of the services of key personnel could have an adverse effect on the Company.

A decrease in the revenue generated by EAM’s investment management business could adversely affect the Company’s cash flow and financial condition. 

The Company derives a significant portion of its cash flow from its non-voting revenues and non-voting profits interests in EAM. A decrease in the revenue generated by EAM’s investment management business, whether resulting from performance, competitive, regulatory or other reasons, would reduce the amount of cash flow received by the Company from EAM, which reduction could adversely affect the Company’s cash flow and financial condition.

EAM’s assets under management, which impact EAM’s revenue, and consequently the amount of the cash flow that the Company receives from EAM, 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 EAM’s assets under management and consequently its revenue and net income. Major sources of investment management revenue for EAM (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 prolonged recession or other economic or political events could also adversely impact EAM’s revenue if it led to 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 in both retention and growth of assets, and may result in additional revenues. Conversely, poor performance of managed assets relative to competing products or benchmark indices tends to result in decreased sales and increased redemptions with corresponding decreases in revenues to EAM. Poor performance could, therefore reduce the amount of cash flow that the Company receives from EAM, which reduction could adversely affect the Company’s financial condition.

EAM derives all of its investment management fees from the Value Line Funds. 

EAM is dependent upon management contracts and service and distribution contracts with the Value Line Funds under which these fees are paid. As required by the Investment Company Act of 1940 (the “1940 Act”), the Trustees/Directors of the Funds, all of whom are all independent of the Company and of EAM, have the right to terminate such contracts. If any of these contracts are terminated, not renewed, or amended to reduce fees, EAM’s financial results, and consequently, the amount of cash flow received by the Company from EAM, and the Company’s financial condition, may be adversely affected.

If the Company does not maintain its subscriber base, its operating results could suffer.  

A substantial portion of the Company’s revenue is generated from print and digital subscriptions, which are paid in advance by subscribers. Unearned revenues are accounted for on the Consolidated Balance Sheets of the Company within current and long term liabilities. 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 periodicals and related publications. The availability of competitive information on the Internet at low or no cost has had and may continue have a negative impact on the demand for our products.

The Company believes that the negative trend in retail print subscription revenue experienced in recent years is likely to continue. 

During the last several years, the Company has experienced a negative trend in retail print subscription revenue. It is expected that print revenues will continue to decline long term, while the Company emphasizes digital offerings. The Company has established the goal of maintaining competitive digital products and marketing them through traditional and digital channels to retail and institutional customers. However, the Company is not able to predict whether these efforts will be successful in reversing the trend of declining print subscription revenues, nor can the Company predict if revenues from digital retail publications will grow more than print revenues decline, nor whether its initiatives to increase business in the professional investor market segment will continue to be successful.

Loss of copyright data clients or decline in their customers, or assets managed by third party sponsors could reduce the Company’s revenues. 

Copyright data agreements are based on market interest in the respective proprietary information. The Company believes this part of the business is dependent upon the desire of third parties to use the Value Line trademarks and proprietary research for their products, competition and on fluctuations in segments of the equity markets. If the fees from proprietary information decline, the Company’s operating results could suffer.

Failure to protect its 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 are important assets to the Company. Although its trademarks are registered in the United States and in certain foreign countries, the Company may not always be successful in asserting global trademark protection. In the event that other parties infringe on its intellectual property rights and it is not successful in defending its intellectual property rights, the result may be a dilution in the value of the Company’s brands in the marketplace. If the value of the Company’s brands becomes diluted, such developments could adversely affect the value that its customers associate with its brands, and thereby negatively impact its 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. The Company is utilizing all of its trademarks and properly maintaining registrations for them.

Adverse changes in market and economic conditions could lower demand for the Company’s and EAM’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 subscription revenues, securities income, and copyright data fees which could adversely affect the Company’s results of operations and financial condition. Adverse conditions in the financial and securities markets could also have an adverse effect on EAM’s investment management revenues and reduce the amount of cash flow that the Company receives from EAM, which reduction could adversely affect the Company’s financial condition.

The Company and EAM face significant competition in their respective businesses.  

Both the investment information and publishing business conducted by the Company and the investment management business conducted by EAM 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 and EAM. With regard to the investment information and publishing business, barriers to entry have been reduced by the minimal cost structure of the Internet and other technologies. With regard to the investment management business, the absence of significant barriers to entry by new investment management firms in the mutual fund industry increases competitive pressure. Competition in the investment management business 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. Access to mutual fund distribution channels has also become increasingly competitive.

Government regulations, any changes to government regulations, and regulatory proceedings and litigation may adversely impact the business of the EAM.

Changes in legal, regulatory, accounting, tax and compliance requirements could have an effect on EAM’s operations and results, including but not limited to increased expenses and restraints on marketing certain funds and other investment products. EAM is registered with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”). The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, operational and disclosure obligations. ES is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, also known as “FINRA”. Each Value Line Fund is a registered investment company under the 1940 Act. The 1940 Act requires numerous compliance measures, which must be observed, and involves regulation by the SEC. 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 SEC and FINRA. If these agencies and bodies believe that EAM, ES or the Value Line Funds have failed to comply with their laws and regulations, these agencies and bodies have the power to impose sanctions. EAM, ES and the Value Line Funds, like other companies, can also face lawsuits by private parties. 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 EAM, ES and the Value Line Funds. An adverse resolution of any regulatory proceeding or lawsuit against the EAM or ES could result in substantial costs or reputational harm to them or to the Value Line Funds and have an adverse effect on their respective business and operations. An adverse effect on the business and operations of EAM, ES and/or the Value Line Funds could reduce the amount of cash flow that the Company receives in respect of its non-voting revenues and non-voting profits interests in EAM and, consequently, could adversely affect the Company’s cash flows, results of operations and financial condition.

Terrorist attacks could adversely affect the Company and EAM.  

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 also have a material adverse effect on the Company’s business and on the investment management business conducted by EAM.

Our controlling stockholder exercises voting control over the Company and has the ability to elect or remove from office all of our directors. 

As of April 30, 2015, AB&Co., Inc. beneficially owned 88% of the outstanding shares of the Company’s voting stock. AB&Co. is therefore able to exercise voting control with respect to all matters requiring stockholder approval, including the election or removal from office of all of our directors.

We are not subject to most of the listing standards that normally apply to companies whose shares are quoted on NASDAQ. 

Our shares of common stock are quoted on the NASDAQ Capital Market (“NASDAQ”). Under the NASDAQ listing standards, we are deemed to be a “controlled company” by virtue of the fact that AB&Co. has voting power with respect to more than 50% of our outstanding shares of voting stock. A controlled company is not required to have a majority of its board of directors comprised of independent directors. Director nominees are not required to be selected or recommended for the board’s selection by a majority of independent directors or a nomination committee comprised solely of independent directors, nor do the NASDAQ listing standards require a controlled company to certify the adoption of a formal written charter or board resolution, as applicable, addressing the nominations process. A controlled company is also exempt from NASDAQ’s requirements regarding the determination of officer compensation by a majority of the independent directors or a compensation committee comprised solely of independent directors. Although we currently comply with certain of the NASDAQ listing standards that do not apply to controlled companies, our compliance is voluntary, and there can be no assurance that we will continue to comply with these standards in the future.

We are subject to cyber risks and may incur costs in connection with our efforts to enhance and ensure security from cyber attacks. 

Substantial aspects of our business depend on the secure operation of our computer systems and e-commerce websites. Security breaches could expose us to a risk of loss or misuse of sensitive information, including our own proprietary information and that of our customers and employees.  While we devote substantial resources to maintaining adequate levels of cyber security, our resources and technical sophistication may not be adequate to prevent all of the rapidly evolving types of cyber attacks.  Anticipated attacks and risks may cause us to incur increasing costs for technology, personnel, insurance and services to enhance security or to respond to occurrences. We maintain cyber risk insurance, but this insurance may not be sufficient to cover all of our losses from any possible future breaches of our systems.

Changes to existing accounting pronouncements or taxation rules or practices may affect how we conduct our business and affect our reported results of operations. 

New accounting pronouncements or tax rules and varying interpretations of accounting pronouncements or taxation practice have occurred and may occur in the future. A change in accounting pronouncements or interpretations or taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. Changes to existing rules and pronouncements, future changes, if any, or the questioning of current practices or interpretations may adversely affect our reported financial results or the way we conduct our business.

Item 1B. UNRESOLVED STAFF COMMENTS.

None.

Item 2. PROPERTIES.

The Company leases 44,493 square feet of office space at 485 Lexington Avenue in New York, NY. In addition to the New York office space, the Company owns a warehouse facility with approximately 85,000 square feet in New Jersey. The facility primarily serves the fulfillment and the distribution operations of VLDC for the various Company publications and serves as a disaster recovery site for the Company.

On February 7, 2013, the Company and Citibank, N.A. (the “Sublandlord”) entered into a sublease agreement, pursuant to which Value Line has leased 44,493 square feet of office space located on the ninth floor at 485 Lexington Ave., New York, NY (“Building” or “Premises”) beginning on July 1, 2013 and ending on February 27, 2017 (“Sublease”). On August 16, 2013, the Company moved to the Building which became its new corporate office facility. Base rent under the Sublease is $1,468,269 per annum, subject to customary concessions in the Company’s favor and pass-through of certain increases in operating costs and real estate taxes. The Company provided a security deposit in cash in the amount of $489,423, which is to be partially returned over the course of the sublease term. The Company received $122,355 from sublandlord in March 2015. The Company is required to pay for certain operating expenses associated with the Premises as well as utilities supplied to the Premises. The Sublease terms have provided for a significant decrease in the Company’s annual rental expenses. The Company 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 due to free rent for the first six months of the sublease.

The Company believes the capacity of these facilities is sufficient to meet the Company’s current requirements.

Item 3. LEGAL PROCEEDINGS.

None.

Item 4. Mine Safety Disclosures

Not applicable.

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 NASDAQ under the symbol “VALU”. The approximate number of record holders of the Registrant’s Common Stock at April 30, 2015 was 42. As of June 30, 2015, the closing stock price was $10.38.

The reported high and low prices and the dividends paid on these shares during the past two fiscal years were as follows:

On July 16, 2015, the Board of Directors of Value Line declared a quarterly dividend of $0.16 per share to shareholders of record as of July 27, 2015 to be paid on August 11, 2015 and re-affirmed the Company’s Common Stock Repurchase program of up to an aggregate of $3 million of Value Line, Inc.’s common stock adopted on September 19, 2012.

There are no securities of the Company authorized for issuance under equity compensation plans. The Company did not sell any unregistered shares of common stock during the fiscal year ended April 30, 2015.

Purchases of Equity Securities by the Company

The following table provides information with respect to all repurchases of common stock made by or on behalf of the Company during the fiscal quarter ended April 30, 2015. All purchases listed below were made in the open market at prevailing market prices.

Arnold Bernhard and Co., Inc. may purchase additional shares of common stock of the Company from time to time.

Item 6. SELECTED FINANCIAL DATA. 

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”, Item 1A, “Risk Factors”, 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

The Company’s core business is producing investment periodicals and their underlying research and making available copyright data, including certain proprietary Ranking System and other proprietary information, to third parties under written agreements for use in third-party managed and marketed investment products and for other purposes. Value Line markets under well-known brands including Value Line®, the Value Line logo®, The Value Line Investment Survey®, Smart Research. Smarter Investing™ and The Most Trusted Name in Investment Research®. The name “Value Line” as used to describe the Company, its products, and its subsidiaries, is a registered trademark of the Company. Prior to December 23, 2010, (see “Asset Management and Mutual Fund Distribution Businesses” below), the Company provided investment management services to the Value Line® Mutual Funds (“Value Line Funds”), institutional and individual accounts and provided distribution, marketing, and administrative services to the Value Line Funds. Since December 23, 2010, EULAV Asset Management Trust (“EAM”) provides the investment management services to the Value Line Funds, institutional and individual accounts and provides distribution, marketing, and administrative services to the Value Line Funds. Value Line holds substantial non-voting revenues and non-voting profits interests in EAM. 

The Company’s target audiences within the investment research field are individual investors, colleges, libraries, and investment management professionals. Individuals come to Value Line for complete research in one package. Institutional licensees consist of corporations, financial professionals, colleges, and municipal libraries. Libraries and universities offer the Company’s detailed research to their patrons and students. Investment management professionals use the research and historical information in their day-to-day businesses. The Company has a dedicated department that solicits institutional subscriptions.

Payments received for new and renewal subscriptions and the value of receivables for amounts billed to retail and institutional customers are recorded as unearned revenue until the order is fulfilled. As the orders are fulfilled, the Company recognizes revenue in equal installments over the life of the particular subscription. Accordingly, the subscription fees to be earned by fulfilling subscriptions after the date of a particular balance sheet are shown on that balance sheet as unearned revenue within current and long term liabilities.

The Company’s move to new headquarters in the second quarter of fiscal 2014 resulted in lower rent expense over the term of the sublease. However, rental expenses during fiscal 2014 included additional one time overlapping rent of $771,000 for the previously occupied office facilities to permit an orderly move during the short term lease extension which ended September 15, 2013.

Prior to December 23, 2010, the Company’s businesses consolidated into two reportable business segments. The investment periodicals and related publications (retail and institutional) and fees from copyright data including the proprietary Ranking System information and other proprietary information consolidate into one segment called Publishing and the investment management services to the Value Line Funds and other managed accounts were consolidated into a second business segment called Investment Management. Subsequent to December 23, 2010, the Publishing segment constitutes the Company’s only reportable business segment.

Asset Management and Mutual Fund Distribution Businesses

The Company completed the restructuring of its asset management and mutual fund distribution businesses (the “Restructuring Transaction”) on December 23, 2010 (the “Restructuring Date”) and executed the EAM Declaration of Trust (the “EAM Declaration of Trust”). Pursuant to the EAM Declaration of Trust, the Company received an interest in certain revenues of EAM and a portion of the residual profits of EAM but has no voting authority with respect to the election or removal of the trustees of EAM.

The business of EAM is managed by its trustees each owning 20% of the voting profits interest in EAM and by its officers subject to the direction of the trustees. The Company’s non-voting revenues and non-voting profits interests in EAM entitle it to receive a range of 41% to 55% of EAM’s revenues (excluding distribution revenues) from EAM’s mutual fund and separate account business and 50% of the residual profits of EAM (subject to temporary increase in certain limited circumstances). The Voting Profits Interest Holders will receive the other 50% of residual profits of EAM. Current distribution is set at 90% of EAM’s profits payable each fiscal quarter under the provisions of the EAM Trust Agreement. Value Line’s percent share of EAM’s revenues calculated each fiscal quarter was 49.18%, 49.63%, 49.80% and 49.87% during the first, second, third and fourth quarters of fiscal 2015, respectively, and 46.66%, 47.27%, 47.91% and 48.66% during the first, second, third and fourth quarters of fiscal 2014, respectively.

Pursuant to the EAM Declaration of Trust, the Company granted EAM the right to use the Value Line name for all existing Value Line Funds and agreed to supply the Value Line proprietary Ranking System information to EAM without charge or expense.

Business Environment

During calendar 2014, the nation’s economy which faltered early in the year because of weather-related issues, grew by a credible 2.4%, underpinned by healthy contributions from personal consumption expenditures, nonresidential fixed investment, residential fixed investment, and private inventory investment. The growth was modestly better than the 2.2% gain recorded in 2013. Looking forward, an improving employment outlook, decent housing metrics, and ongoing resilience on the business investment front should help the economy grow by a modest 2.5% to 3.0% in U.S. gross domestic product in the second half of 2015, following an uninspiring opening six months.   

Unfortunately, our comparatively optimistic outlook on the domestic front does not extend overseas, where Europe is at best in the process of commencing a long and arduous business recovery, with the ever-present threat of deflation. Also, growth in China, albeit still formidable on an absolute basis, is nevertheless falling shy of past norms.

Meanwhile, we would expect the Federal Reserve to retain accommodative monetary policies over the next year or two, with just incremental increases in short-term borrowing costs (directly controlled by the central bank) probably starting to take hold during the second half of 2015. Underscoring our monetary view is the irregular scope of the U.S. business expansion, a below-target inflation rate in this country, and lingering economic uncertainties abroad.       

Finally, the highly accommodative monetary policies being kept in place by the Federal Reserve have helped to extend the long bull market in equities. We think this uptrend in the market can persist in the months to come based on our quantitative model. The extension of the bull market assumes that the central bank can fashion a soft landing on the monetary front when it starts to pull back from its maintenance of historically low interest rates. However, we also note that valuations are rich and markets are often unforgiving at such times, especially when bad news emanates on the corporate front or with respect to unsettling global trends.

Results of Operations for Fiscal Years 2015, 2014 and 2013

The following table illustrates the Company’s key components of revenues and expenses.

During the twelve months ended April 30, 2015, the Company’s net income of $7,292,000, or $0.74 per share, was $524,000 or 7.7% above net income of $6,768,000, or $0.69 per share, for the twelve months ended April 30, 2014. During the twelve months ended April 30, 2015 there were 9,813,623 average common shares outstanding as compared to 9,839,155 average common shares outstanding during the twelve months ended April 30, 2014. Income from operations of $2,399,000 for the twelve months ended April 30, 2015 which included additional depreciation and amortization expense of $630,000 including accelerated amortization of $138,000 related to obsolete software recorded in the fourth quarter of fiscal 2015 was $102,000 below income from operations of $2,501,000 for the twelve months ended April 30, 2014. During the fourth quarter ended April 30, 2015, the Company’s reported loss from operations of $560,000 was the result of 12 weeks of print revenues recorded in the fourth quarter of fiscal 2015 as compared to 13 weeks recorded in the fourth quarter of fiscal 2014, an additional direct marketing campaign in the fourth quarter of fiscal 2015, and the accelerated write-off of obsolete software.

Income from operations for the twelve months ended April 30, 2014 of $2,501,000 which included additional depreciation and amortization expense of $533,000 and one time overlapping rent expense of $771,000 for the previously occupied office facilities during the short term lease extension that ended September 15, 2013 was $1,619,000 below the comparative income from operations for fiscal 2013. During the twelve months ended April 30, 2013, the Company’s net income was $6,619,000, or $0.67 per share, and income from operations was $4,120,000.

Total operating revenues

During the twelve months ended April 30, 2015 total publishing revenues from investment periodicals and related publications excluding copyright data fees were $32,676,000, which is 2.7% below the total publishing revenues excluding copyright data fees of $33,598,000 during the twelve months ended April 30, 2014. Total publishing revenues from investment periodicals and related publications excluding copyright data fees were $31,940,000 during the twelve months ended April 30, 2013.

Within investment periodicals and related publications, subscription sales orders are derived from print and digital products. The following chart illustrates the changes in the sales orders associated with print and digital subscriptions.

Sources of subscription sales

During the twelve months ended April 30, 2015 new sales of print publications decreased as a percent of the total gross sales while conversion and renewal revenues increased from fiscal 2014 as a result of increased resources of the in-house Telemarketing department. New sales of digital products in fiscal 2015 showed a marked increase over the prior fiscal year.

Unearned subscription revenue as of April 30, 2015 is 3.7% above April 30, 2014 which increased 1.7% as compared to April 30, 2013. A certain amount of variation is to be expected due to the volume of new orders and timing of renewal orders, direct mail campaigns or large Institutional Sales orders.

Investment periodicals and related publications revenues

Investment periodicals and related publications revenues decreased $922,000, or 2.7%, for the twelve months ended April 30, 2015, as compared to fiscal 2014. The Company continued its efforts to attract new subscribers through various marketing channels, primarily direct mail, e-mail, and by the efforts of our sales personnel. Total product line circulation at April 30, 2015 was 5.8% above total product line circulation at April 30, 2014, continuing a positive trend of increased subscribers at modestly lower average prices. The Company has been successful in growing revenues from digitally-delivered investment periodicals within the institutional area. Institutional Sales generated total sales orders of $13,325,000 for the twelve months ended April 30, 2015 which were $481,000 or 3.7%, above comparable total sales orders of $12,844,000, for the twelve months ended April 30, 2014. This growth continues a positive trend for Institutional Sales. We have also benefited from “converting” some customers from retail to professional priced services.

Digital publications revenues increased $871,000 or 5.7% for the twelve months ended April 30, 2015 as compared to fiscal 2014. Revenues from institutional digital publications increased $923,000 or 9.3% for the twelve months ended April 30, 2015, as compared to fiscal 2014. Digital publications revenues from retail subscribers decreased 1% for the twelve months ended April 30, 2015, as compared to fiscal 2014. At April 30, 2015 total digital product circulation has increased 6.4% above total digital product circulation at April 30, 2014.

Print publication revenues decreased $1,793,000 or 9.8% for the twelve months ended April 30, 2015 from fiscal 2014. Revenues from institutional print publications increased $60,000 or 3.1% for the twelve months ended April 30, 2015 as compared to fiscal 2014. Print publications revenues from retail subscribers decreased $1,853,000 or 11.3% for the twelve months ended April 30, 2015, as compared to fiscal 2014. Total print circulation at April 30, 2015 was 5.5% above total print circulation at April 30, 2014 including a 200% increase in the introductory lower-priced Value Line 600 print product. The VL 600 was utilized during fiscal 2015 as a retail lead generation product.

Investment periodicals and related publications revenues increased $1,658,000, or 5.2%, for the twelve months ended April 30, 2014, as compared to fiscal 2013. Total product line circulation at April 30, 2014 was 6.7% above total product line circulation at April 30, 2013. Institutional Sales generated sales orders of $12,844,000 for the twelve months ended April 30, 2014 which were $843,000 or 7.0%, above comparable sales orders of $12,001,000, for the twelve months ended April 30, 2013.

Digital publications revenues increased $2,339,000 or 18.1% for the twelve months ended April 30, 2014 as compared to fiscal 2013. Revenues from institutional digital publications increased $1,231,000 or 14.1% for the twelve months ended April 30, 2014, as compared to fiscal 2013. Digital publications revenues from retail subscribers increased $1,108,000 or 26.4% for the twelve months ended April 30, 2014, as compared to fiscal 2013. At April 30, 2014 total digital product circulation has increased 33.7% above total digital product circulation at April 30, 2013.

Print publication revenues decreased $681,000 or 3.6% for the twelve months ended April 30, 2014 from fiscal 2013. Revenues from institutional print publications increased $238,000 or 14.3% for the twelve months ended April 30, 2014 as compared to fiscal 2013. Print publications revenues from retail subscribers decreased $919,000 or 5.3% for the twelve months ended April 30, 2014, as compared to fiscal 2013. Total print circulation at April 30, 2014 was 3.7% below total print circulation at April 30, 2013.

The Company has relied more on its personnel selling efforts in both the institutional segment and retail retention and sales division as the ability to grow revenues profitably through traditional direct marketing plateaus. The majority of the Company’s subscribers have traditionally been individual investors who generally receive printed publications via U.S. Mail on a weekly basis. Consistent with the experience of other print publishers in many fields, the Company has found that its roster of print customers for all publications except for The Value Line 600 has been gradually declining as individuals migrate to various digital services including the Company’s. Individual investors interested in digitally-delivered investment information have access to both free and subscription equity research from many sources. Continuing factors that have contributed to the decline in the retail print investment periodicals and related publications revenues include competition in the form of free or low cost investment research on the Internet and research provided by brokerage firms at no direct cost to their clients.

Value Line serves individual and professional investors who pay, either on a regular monthly plan or annual subscription plan for basic services or as much as $100,000 or more annually for extensive premium quality research, not obtainable elsewhere. The ongoing goal of adding new subscribers has led us to experiment with varying terms for our reliable, proprietary research.

The Company has established the goal of developing competitive products and marketing them effectively through traditional as well as internet and mobile channels. Towards that end, the Company continues to maintain competitive digital delivery formats.

Copyright data fees

The Value Line proprietary Ranking System information (the “Ranking System”), a component of the Company’s flagship product, The Value Line Investment Survey, is also utilized in the Company’s copyright data business. The Ranking System is made available to EAM for specific uses without charge. The Ranking System is designed to be predictive over a six to twelve month period. For the six month periods ended April 30, 2015, the combined Ranking System “Rank 1 & 2” stocks’ increase of 9.2% outperformed the S&P 500 Index’s increase of 6.3%. For the twelve month period ended April 30, 2015, the combined Ranking System “Rank 1 & 2” stocks increased 9.3% outperforming the Russell 2000 Index’s increase of 9.2% during the comparable period.

As of April 30, 2015, total third party sponsored assets were attributable to five contracts for copyright data representing $2.25 billion in various products, as compared to four contracts for copyright data representing $2.28 billion in assets at April 30, 2014. The value of assets managed by third party sponsors was affected by a shift in assets in one of the underlying portfolios during April 2013 and then in February 2014 to a new subadviser which was beyond Value Line’s control. The Company signed a new copyright data contract in the third fiscal quarter of 2015, and the three new exchange-traded funds subject to that contract began trading in March 2015.

During the twelve months ended April 30, 2013, copyright data fees were $3,900,000 and total third party sponsored assets were attributable to four contracts for copyright data representing $2.7 billion in various products, in assets at April 30, 2013.

Our Quantitative Research department has several “models,” or methods of selecting stocks and mutual funds to buy or sell, which are promising based on computerized testing performed thus far.

The Company believes this part of the business is dependent upon the desire of third parties to use the Value Line trademarks and proprietary research for their products, on competition and on fluctuations in segments of the equity markets. Management is actively pursuing potential channels for the copyright data products, including Ranking System-based concepts as well as other proprietary quantitative models.

Investment management fees and services – (unconsolidated)

The Company has a substantial non-voting revenues and non-voting profits interests in EAM, the asset manager to the Value Line Mutual Funds. Accordingly, the Company does not report this operation as a separate business segment, although it maintains a significant interest in the cash flows generated by this business and will receive ongoing payments in respect of its non-voting revenues and non-voting profits interests.

Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2015, were $2.40 billion, which is $46 million, or 2.0%, above total assets of $2.35 billion in the Value Line Funds managed by EAM at April 30, 2014. Total assets in the Value Line Funds managed and/or distributed by EAM at April 30, 2013, were $2.19 billion. Although sales and inflows for the Value Line Equity Funds are up 3% during fiscal 2015 and 5% during fiscal 2014, the Value Line Funds continue to experience net redemptions and the associated net asset outflows (redemptions less new sales) for the last three fiscal years.

The following table shows the change in assets for the past three fiscal years including sales (inflows), redemptions (outflows), dividends and capital gain distributions, and market value changes. Inflows for sales, and outflows for redemptions reflect decisions of individual investors. The table also illustrates the assets within the Value Line Funds broken down into equity funds, variable annuity funds and fixed income funds as of April 30, 2015, 2014 and 2013.

Value Line Mutual Funds

Total Net Assets   

Shares of Value Line Strategic Asset Management Trust (“SAM”) and Value Line Centurion Fund (“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”).

The next table provides a breakdown of the major distribution channels for the Value Line Funds in terms of assets and shareholder accounts as of April 30, 2015.

* Total aggregate assets and shareholder accounts include $44,517,634 of total assets and 1,871 shareholder accounts, respectively, of the Daily Income Fund U.S. Government Portfolio managed by Reich & Tang. .

In January 2015, the Value Line VIP Equity Advantage Fund was launched. The fund is an open end fund that invests primarily in a basket of closed-end funds. The fund is exclusively available in the Guardian Pro Series Variable Annuities. EAM partnered with Worthington Capital Management, a $2 billion Memphis based investment adviser, to create and launch the Worthington Value Line Equity Advantage Fund which started in February 2015. The fund, similar to VIP, is actively managed and uses a proprietary model created by Worthington, EAM, and Value Line Publishing LLC, to identify which closed end funds to hold in the portfolio and is available in the retail and RIA (registered investment advisers) channels.

In March 2015, Value Line Larger Companies Fund was renamed Value Line Larger Companies Focused Fund and Value Line Fund was renamed Value Line Mid Cap Focused Fund. The names were changed to emphasize both portfolios’ focus on high conviction ideas in the large cap and mid cap categories, respectively.

EAM Trust - Results of operations before distribution to interest holders

The overall results of EAM’s investment management operations during the twelve months ended April 30, 2015, before interest holder distributions, include total investment management fees earned from the Value Line Funds of $15,014,000, 12b-1 fees and other fees of $5,459,000 and other income of $34,000. For the same period, total investment management fee waivers were $192,000 and 12b-1 fee waivers for six Value Line Funds were $1,518,000. During the twelve months ended April 30, 2015, EAM’s net income was $1,248,000 after giving effect to Value Line’s non-voting revenues interest of $7,346,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.

The overall results of EAM’s investment management operations during the twelve months ended April 30, 2014, before interest holder distributions, include total investment management fees earned from the Value Line Funds of $14,452,000, 12b-1 fees and other fees of $5,061,000 and other income of $16,000. For the same period, total investment management fee waivers were $89,000 and 12b-1 fee waivers for seven Value Line Funds were $1,683,000. During the twelve months ended April 30, 2014, EAM’s net income was $1,464,000 after giving effect to Value Line’s non-voting revenues interest of $6,767,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.

The overall results of EAM’s investment management operations during the twelve months ended April 30, 2013, before interest holder distributions, include total investment management fees earned from the Value Line Funds of $12,773,000, 12b-1 fees and other fees of $3,905,000 and other income of $14,000. For the same period, total investment management fee waivers and reimbursements were $379,000 and 12b-1 fee waivers for nine Value Line Funds were $2,156,000. During the twelve months ended April 30, 2013, EAM’s net income was $945,000 after giving effect to Value Line’s non-voting revenues interest of $5,781,000, but before distributions to voting profits interest holders and to the Company in respect of its 50% non-voting profits interest.

As of April 30, 2015, six of the Value Line Funds have all or a portion of the 12b-1 fees being waived, and one fund has partial investment management fee waiver in place. Fee waivers for certain of the Value Line Funds including all of the 12b-1 fees being waived cannot be recouped. Although, under the terms of the EAM Declaration of Trust, the Company no longer receives or shares in the revenues from 12b-1 distribution fees, the Company could benefit from the fee waivers to the extent that the resulting reduction of expense ratios and enhancement of the performance of the Value Line Funds attracts new assets. As of August 1, 2013, EULAV Securities began to receive additional 12b-1 revenues from select Value Line Funds. Waivers were removed or reduced on some funds, in an effort to continue to expand the marketing programs.

The Value Line equity and hybrid funds assets represent 73.8%, variable annuity funds issued by GIAC represent 19.7%, and fixed income fund assets represent 6.5%, respectively, of total fund assets under management (“AUM”) as of April 30, 2015. At April 30, 2015, equity, hybrid and GIAC variable annuities AUM increased by 2.9% and fixed income AUM decreased by 5.6% as compared to fiscal 2014.

As of April 30, 2015, three of the six Value Line equity mutual funds, excluding SAM and Centurion, had an overall four or five star rating by Morningstar, Inc. The largest distribution channel for the Value Line Funds remains the fund supermarket platforms such as Charles Schwab & Co., Inc., Fidelity, Pershing and E-Trade.

Two of the eight equity and hybrid funds are in the top quartile of their respective peer groups for one year and two of the eight are in the top quartile for the three year period according to Lipper. At this time last year, two were in the top quartile for one year and four were in the top quartile for three years.

Value Line equity funds continue to be recognized for both their strong long-run performance and lower-risk profile. The Value Line Asset Allocation Fund continues to be on the Schwab Mutual Fund OneSource Select List® since August 2012. The Value Line Asset Allocation Fund was also added to the Schwab Select List Advisor Edition™ for the fourth calendar quarter of 2013 providing even more exposure. The Value Line Small Cap Opportunities Fund is recognized on a select list at Lincoln Financial. During March 2015, EAM executed a new selling agreement with Massachusetts Mutual Insurance Company which enables the Value Line Mutual Funds to be displayed and sold on their retirement platform. Massachusetts Mutual has over $160 Billion dollars in retirement account monies with over 3 million participants, in addition to several other dealer agreements, expanding the active selling agreements to over 100.

EAM - The Company’s non-voting revenues and non-voting profits interests

The Company holds non-voting revenues and non-voting profits interests in EAM which entitle the Company to receive from EAM an amount ranging from 41% to 55% of EAM’s investment management fee revenues from its mutual fund and separate accounts business, and 50% of EAM’s net profits.

The Company recorded income from its non-voting revenues interest and its non-voting profits interest in EAM as follows:

During the twelve months ended April 30, 2015 and April 30, 2014, the Company recorded revenues of $7,970,000 and $7,499,000, respectively, consisting of $7,346,000 and $6,767,000, from its non-voting revenues interest in EAM and $624,000 and $732,000, from its non-voting profits interest in EAM without incurring any directly related expenses. During the twelve months ended April 30, 2013, the Company recorded revenues of $6,260,000, consisting of $5,781,000, from its non-voting revenues interest in EAM and $479,000, from its non-voting profits interest in EAM.

Operating expenses

Expenses within the Company are categorized into advertising and promotion, salaries and benefits, production and distribution, office and administration.

Operating expenses of $33,124,000 for the twelve months ended April 30, 2015, decreased $706,000, or 2.1%, as compared to the twelve months ended April 30, 2014. The decrease in expenses resulted primarily from a $945,000 decrease in rent expense partially offset by the additional depreciation and amortization of $630,000 related to software development costs previously incurred.

Operating expenses of $33,830,000 for the twelve months ended April 30, 2014, increased $2,110,000, or 6.7%, as compared to the twelve months ended April 30, 2013. The increase in expenses resulted primarily from the additional depreciation and amortization of $533,000 related to software development costs and $1,301,000 increase in salaries due to the timing of personnel replacements in Research, Fulfillment and Mailing, and new hires in Institutional Sales and Telemarketing. Operating expenses were $31,720,000 for the twelve months ended April 30, 2013.

Advertising and promotion

Advertising and promotion expenses of $4,984,000 during the twelve months ended April 30, 2015 increased $761,000 or 18.0%, as compared to fiscal 2014, principally due to a $305,000 increase in direct mail costs. The increase in direct mail expenses is attributable to an increase in list costs of 10% resulting from the purchase of more prospect names and the timing of mailing for The Value Line 600 and The Value Line Investment Survey with 12 campaigns in fiscal 2015 and 11 campaigns in fiscal 2014. Other increases include a $51,000 increase in third-party client support expenses and a $277,000 increase in sales commissions. Commissions vary based on the type of customer, size of sale, and whether a sale is new or renewal. In fiscal 2015 in-house telemarketing expenses increased $249,000 and were associated with a $1.7 million increase in retail sales orders during the twelve months ended April 30, 2015. An increase of $144,000 in media and general advertising primarily related to expenses to improve services in retail marketing and brand awareness promotions through newspapers, television, radio and the internet.

Advertising and promotion expenses during the twelve months ended April 30, 2014 increased $148,000 or 3.6%, as compared to fiscal 2013, mainly due to a $332,000 increase in sales commissions which resulted from a $3.2 million increase in gross sales. In fiscal 2014 in-house telemarketing expenses that started in March 2013 increased $236,000 and were associated with a $4.6 million increase in retail sales orders during the twelve months ended April 30, 2014.

Salaries and employee benefits

Salaries and employee benefits of $15,935,000 during the twelve months ended April 30, 2015 were $400,000 or 2.4% below fiscal 2014’s primarily as a result of a decrease in administrative and support personnel (in Information Technology (IT), Accounting, Advertising and the IT support at VLDC, the fulfillment operation) partially offset by an increase in the internal Telemarketing, Research and Institutional Sales departments. The capitalization of internal salaries and benefits expenses of $1,692,000 for digital project development increased $96,000 during the twelve months ended April 30, 2015, as compared to fiscal 2014.

Salaries and employee benefits increased $1,301,000 or 8.7% during the twelve months ended April 30, 2014 as compared to fiscal 2013. In fiscal 2014, increased expenses in salaries and employee benefits were related to the timing of personnel replacements in Research and Fulfillment, as well as new hires in Institutional Sales and Telemarketing. The capitalization of internal salaries and benefits expenses of $1,595,000 for digital project development costs decreased $68,000 during the twelve months ended April 30, 2014, as compared to fiscal 2013.

During the twelve months ended April 30, 2015, 2014 and 2013, the Company recorded profit sharing expenses of $422,000, $373,000 and $240,000, respectively.

Production and distribution

Production and distribution expenses of $7,081,000 during the twelve months ended April 30, 2015 increased $679,000 or 10.6% as compared to fiscal 2014. During the twelve months ended April 30, 2015, an increase of $470,000 was attributable to additional amortization of internally developed software costs for the upgrade of our fulfillment system, single sign on, concurrent user software, product and website development and new service oriented production architecture and a $488,000 increase in third party expenses for hosting the Company’s digital version of our equity based product offerings and mobile devices. The increase in expenses was partially offset by a $159,000 decrease in service mailers cost and a $116,000 decrease in paper, printing and mailing costs since the Company renegotiated printing, binder and paper prices with various vendors.

Production and distribution expenses during the twelve months ended April 30, 2014 increased $708,000 or 12.4% as compared to fiscal 2013. During the twelve months ended April 30, 2014, an increase of $517,000 was attributable to additional amortization of internally developed software costs for the upgrade of our fulfillment system, single sign on, website development and new service oriented production architecture. During the twelve months ended April 30, 2014, service mailer and introductory package (binder) costs increased $136,000 due to the timing of bulk purchases to fulfill new print product orders that increased 22%, and postage expenses increased $89,000 as a result of a 2.5% increase in postal rates in January 2013 and the increase in new orders. The increases in expenses were partially offset by an $81,000 decrease in paper costs due to favorable contracted rates in effect until September 2014 and gradually decreasing use of paper as some subscribers migrate to digital services.
 

Office and administration

The Company’s move to new headquarters in the third quarter of fiscal 2014 resulted in a significant decrease in the Company’s annual rental expenses for the New York City office facility under the sublease terms for the new office space between Value Line, Inc. and Citibank, with the office move also responsible in part for a decline in maintenance, taxes and utilities for our New York City headquarters. The rental expenses during the twelve months ended April 30, 2014 included an additional one time overlapping rent of $771,000 for the previously occupied office facilities during the short term lease extension which ended September 15, 2013.

Total office and administration expenses of $5,124,000, during the twelve months ended April 30, 2015 decreased $1,746,000 or 25.4% as compared to fiscal 2014. For the twelve months ended April 30, 2015, office and administration expenses included a $945,000 decrease in rental expense at our New York City facility including the aforementioned $771,000 rent savings, a decline of $109,000 in telephone, utilities and equipment rental expenses, an accelerated write-off of $138,000 of obsolete software and a decrease of $272,000 in website hosting fees that resulted from the termination of a third party vendor. During fiscal 2015 restructuring and settlement costs decreased $205,000 or 73.2%.

Total office and administration expenses during the twelve months ended April 30, 2014 decreased $47,000 or 0.7%, as compared to fiscal 2013. For the twelve months ended April 30, 2014, office and administration expenses included a $135,000 increase in data processing fees, a $96,000 increase in bank fees due to an increase in the volume of credit card orders, an increase in professional fees primarily for tax audits which were offset by a decrease of $118,000 in building maintenance costs and a decrease of $132,000 in utilities expenses. Additional decreases in fiscal 2014 are related to a decline in real estate taxes due to legal appeal of the valuation assessment of the Company’s warehouse and fulfillment facility resulting in refunds and credits and a current year reduction in property taxes of $115,000 and a decrease in New York City property taxes billed as lease escalation charges due on the Company’s previously occupied office facility. 

Lease Commitments

On February 7, 2013, the Company and Citibank, N.A. (the “Sublandlord”) entered into a sublease agreement, pursuant to which Value Line leased approximately 44,493 square feet of office space located on the ninth floor at 485 Lexington Ave., New York, NY (“Building” or “Premises”) beginning on or about July 1, 2013 and ending on February 27, 2017 (“Sublease”). The facility is the Company’s new corporate office. Base rent under the Sublease is $1,468,269 per annum payable in equal monthly installments on the first day of each month, subject to customary concessions in the Company’s favor and pass-through of certain increases in operating costs and real estate taxes. The Company provided a security deposit in cash in the amount of $489,423, which was reduced to $367,067 on March 1, 2015, and then it may be reduced to $244,712 on March 1, 2016 and fully refunded after the Sublease ends. In March 2015 the Company received $122,355 from sublandlord. The Company is required to pay for certain operating expenses associated with the Premises as well as utilities supplied to the Premises. The Sublease terms provide for a significant decrease in the Company’s annual rental expenses. 

During fiscal 2014, Value Line reached an agreement with its previous landlord and extended the term of the lease for its previous corporate office facility, which expired on May 31, 2013, for a period of three and a half months beginning June 1, 2013 and expired September 15, 2013 (“Lease Modification”) at a rental which approximated the Company’s monthly rent payments under the original lease obligation. Management determined the overlap payment of up to two and a half months was a necessary precaution to allow transfer of telecommunications and other technology lines and equipment to the new headquarters, given that Citibank’s move out was not pegged to a predetermined date.

Income from Securities Transactions, net

During the twelve months ended April 30, 2015 the Company’s income from securities transactions, net, was $126,000 primarily derived from dividend income and capital gain distributions partially offset by loss on investment assets. The Company’s income from securities transactions, net, which included primarily dividend income, was $178,000 and $126,000 during the twelve months ended April 30, 2014 and 2013, respectively. Income from securities transactions, net, included capital gain distributions from ETFs of $57,000 and $36,000, respectively, during the twelve months ended April 30, 2015 and April 30, 2014. There were no sales, or gains or losses from sales, of equity securities during the twelve months ended April 30, 2015 and April 30, 2014.

Effective income tax rate

The overall effective income tax rates, as a percentage of pre-tax ordinary income for the twelve months ended April 30, 2015, 2014 and 2013 were 30.52%, 33.50% and 37.00%, respectively. The Company’s annual effective tax rate will change due to a number of factors including but not limited to an increase or decrease in the ratio of items that do not have tax consequences to pre-tax income, the Company’s geographic profit mix between tax jurisdictions, new tax laws, new interpretations of existing tax laws and rulings and settlements with tax authorities. The fluctuation in the effective income tax rate during fiscal 2015 is primarily attributable to the write-off of the tax bases of goodwill, effect of the reduction in the allocation factors on the state and local deferred tax liability (primarily the gain on deconsolidation of EAM), reversal of excess income tax accruals established in past years that were resolved upon completion of the prior NYC and IRS audits and an increase in the domestic production tax credits. The decrease in the effective income tax rate during fiscal 2014 is attributable to the lower percentage of income subject to state and local income taxes and a favorable settlement of a local income tax audit. The fluctuation in the effective income tax rate during fiscal 2013 is attributable to a higher percentage of income subject to state and local taxes offset by the recognition of the domestic production tax credits and an increase in the dividends received deduction during the current fiscal year.

Liquidity and Capital Resources

The Company had negative working capital, defined as current assets less current liabilities, of $7,369,000 and $8,790,000 as of April 30, 2015 and April 30, 2014, respectively. These amounts include short term unearned revenue of $21,510,000 and $21,490,000 reflected in total current liabilities at April 30, 2015 and April 30, 2014, respectively. Cash and short term securities were $15,506,000 and $15,014,000 as of April 30, 2015 and April 30, 2014, respectively.

The Company’s cash and cash equivalents include $5,272,000 and $5,482,000 at April 30, 2015 and April 30, 2014, respectively, invested primarily in savings accounts and commercial banks and in Money Market Funds at brokers, which operate under Rule 2a-7 of the 1940 Act and invest primarily in short term U.S. government securities.

Cash from operating activities

The Company had cash inflows from operating activities of $1,407,000 during the twelve months ended April 30, 2015, compared to cash inflows from operations of $3,487,000 and $1,168,000 during the twelve months ended April 30, 2014 and 2013, respectively. The decrease in cash flows from fiscal 2014 to fiscal 2015 was primarily attributable to the timing of income tax payments, receipt of accounts receivable, and payments of operating expenses partially offset by an increase in unearned income from the receipt of prepaid subscription orders. The increase in cash flows from fiscal 2013 to fiscal 2014 was primarily attributable to an increase of $1,700,000 of prepaid unearned subscriptions income and the timing of income tax payments.

Cash from investing activities

The Company’s cash inflows from investing activities of $4,689,000 during the twelve months ended April 30, 2015, compared to cash inflows from investing activities of $1,920,000 for the twelve months ended April 30, 2014. Cash inflows for the twelve months ended April 30, 2015, were higher due to the Company’s decision not to reinvest in the purchase of equity securities and the increase in receipts from the Company’s non-voting revenues and non-voting profits interest distributions from EAM. Cash inflows for the twelve months ended April 30, 2014, were higher due to the increase in receipts from the Company’s non-voting revenues and non-voting profits interest distributions from EAM.

Cash from financing activities

During the twelve months ended April 30, 2015, the Company’s cash outflows from financing activities were $6,010,000 and compared to cash outflows from financing activities of $6,459,000 and $6,117,000 for the twelve months ended April 30, 2014 and 2013, respectively. Cash outflows for financing activities included $122,000, $550,000 and $182,000 for the repurchase of 8,433, 58,499 and 19,953 shares of the Company’s common stock under the September 19, 2012 board approved common stock repurchase program, during fiscal years 2015, 2014 and 2013, respectively. Quarterly dividend payments of $0.15 per share in fiscal 2015 aggregated $5,888,000 as compared to quarterly dividend payments of $0.15 per share totaling $5,909,000 in fiscal 2014.

At April 30, 2015 there were 9,809,496 common shares outstanding as compared to 9,817,929 common shares outstanding at April 30, 2014. The Company expects financing activities to continue to include use of cash for dividend payments for the foreseeable future.

Management believes that the Company’s cash and other liquid asset resources used in its business together with the future cash flows from operations and from the Company’s non-voting revenues and non-voting profits interests in EAM will be sufficient to finance current and forecasted liquidity needs for the next twelve months. Management does not anticipate making any borrowings during the next twelve months. As of April 30, 2015, retained earnings and liquid assets were approximately $35 million and $16 million, respectively.

Seasonality

Our publishing revenues are comprised of subscriptions which are generally annual subscriptions. Our cash flows from operating activities are minimally seasonal in nature, primarily due to the timing of customer payments made for orders and subscription renewals.

Recent Accounting Pronouncements

None.

Critical Accounting Estimates and Policies

The Company prepares its consolidated financial statements in accordance with accepted accounting principles as in effect in the United States (U.S. “GAAP”). 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

The majority of the Company’s revenues come from the sale of print and digital subscriptions and fees for copyright proprietary information, and, prior to December 23, 2010, investment management and 12b-1fees. The Company recognizes subscription revenue, net of discounts, in equal amounts over the term of the subscription, which generally ranges from three months to one year or longer, varying based on the product or service. Copyright data fees are calculated monthly based on market fluctuation and billed quarterly. Prior to December 23, 2010, investment management fee and 12b-1 fee revenues for the Value Line Funds were recognized each month based upon the daily net asset value of each Fund. 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 its Consolidated Financial Statements. Tax-planning opportunities, non-taxable income, expenses that are not deductible in the Company’s tax returns, and the blend of business income, including income derived from the Company’s non-voting revenue and non-voting profits interests in EAM and income from securities transactions, will impact the effective tax rate in the jurisdictions in which the Company operates. Significant judgment is required in evaluating the Company’s 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 the Company’s Consolidated Financial Statements is different from the tax rate reported on the Company’s tax returns (the Company’s cash tax rate). These 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, 2015 and 2014, the Company had $356,000 and $364,000, respectively, of 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 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 or utilized in the Company’s tax filings.

 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. Such liabilities are recorded as income taxes payable in the Company’s Consolidated Balance Sheets. The 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.

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 is not party to any off-balance sheet arrangements, other than operating leases in the ordinary course of business, which are disclosed below in the table of contractual obligations. 

Contractual Obligations

Below is a summary of certain contractual obligations of the Company as of April 30, 2015 ($ in thousands):

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 market risks are primarily associated with interest rates and equity price risk. The following sections address the significant market risks associated with the Company’s investment activities.

Interest Rate Risk

The Company’s strategy has historically been to acquire debt securities with low credit risk and low price risk. Despite this objective, 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 historically invested primarily in short term obligations maturing in less than one year. At April 30, 2015 and April 30, 2014, the Company did not have investments in securities with fixed maturities and therefore does not have any interest rate risk.

Equity Price Risk

The carrying values of investments subject to equity price risks are based on quoted market prices 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.

The Company’s equity investment strategy has been to acquire equity securities across a diverse industry group. The portfolio consists primarily of ETFs and select common stock holdings. In order to maintain liquidity in these securities, the Company’s policy has been to invest in and hold in its portfolio, no more than 5% of the approximate average daily trading volume in any one issue. Additionally, the Company may purchase and hold non-leveraged ETFs whose performance inversely corresponds to the market value changes of investments in other ETF securities held in the equity portfolio for dividend yield.

As of April 30, 2015 and April 30, 2014, the aggregate cost of the equity securities classified as available-for-sale, which consist of investments in the iShares Dow Jones Select Dividend Index (DVY), SPDR S&P Dividend (SDY), First Trust Value Line Dividend Index (FVD), PowerShares Financial Preferred (PGF), certain common shares of equity securities and inverse equity index ETFs, was $9,470,000 and $8,847,000, respectively, and the fair value was $9,632,000 and $9,226,000, respectively.